Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
Document Information [Line Items] | |
Document Type | 20-F/A |
Amendment Flag | true |
Amendment Description | This Amendment No. 1 to the Annual Report on Form 20-F of Vasta Platform Limited (“Vasta”) amends the Vasta’s Annual Report on Form 20-F for the year ended December 31, 2020 (the “Original 20-F”), which was filed with the Securities and Exchange Commission on April 30, 2021. The Company is filing this Amendment No. 1 solely to furnish Exhibit 101, which was not included in the Original 20-F. Exhibit 101 includes information about the Company in eXtensible Business Reporting Language (XBRL). Except as described above, this Amendment No. 1 does not amend any information set forth in the Original 20-F, and Vasta has not updated disclosures included therein to reflect any events that occurred subsequent to April 30, 2021. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and are otherwise not subject to liability under those sections. |
Document Period End Date | Dec. 31, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Trading Symbol | VSTA |
Entity Registrant Name | Vasta Platform Ltd |
Entity Central Index Key | 0001792829 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Interactive Data Current | Yes |
Title of 12(b) Security | Class A common shares, par value US$0.00005 per share |
Security Exchange Name | NASDAQ |
Entity Address, Country | BR |
Class A common shares [member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 18,575,492 |
Class B common shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 64,436,093 |
Consolidated Statement of Finan
Consolidated Statement of Financial Position - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | R$ 311156 | R$ 43287 |
Marketable securities | 491,102 | |
Trade receivables | 492,234 | 388,847 |
Inventories | 249,632 | 222,236 |
Taxes recoverable | 18,871 | 13,427 |
Income tax and social contribution recoverable | 7,594 | 36,859 |
Prepayments | 27,461 | 22,644 |
Other receivables | 124 | 1,735 |
Related parties - other receivables | 2,070 | 38,141 |
Total current assets | 1,600,244 | 767,176 |
Non-current assets | ||
Judicial deposits and escrow accounts | 172,748 | 172,932 |
Deferred income tax and social contribution | 88,546 | 57,340 |
Property Plant and equipment | 192,006 | 184,961 |
Intangible assets and goodwill | 4,924,726 | 4,985,385 |
Total non-current assets | 5,378,026 | 5,400,618 |
Total Assets | 6,978,270 | 6,167,794 |
Current liabilities | ||
Bonds and financing | 502,882 | 440,947 |
Lease liabilities | 18,263 | 7,101 |
Suppliers | 279,454 | 223,658 |
Suppliers - related parties | 207,174 | |
Taxes payable | 867 | |
Income tax and social contribution payable | 1,761 | 18,784 |
Salaries and social contributions | 69,123 | 61,748 |
Contract liabilities and deferred income | 47,169 | 49,328 |
Accounts payable for business combination | 17,132 | 1,772 |
Other liabilities | 4,285 | 3,911 |
Other liabilities - related parties | 135,307 | 49,244 |
Loans from related parties | 20,884 | 29,192 |
Total current liabilities | 1,096,260 | 1,093,726 |
Non-current liabilities | ||
Bonds and financing | 290,459 | 1,200,000 |
Lease liabilities | 154,840 | 146,613 |
Accounts payable for business combination | 30,923 | 9,169 |
Provision for tax, civil and labor losses | 613,933 | 609,007 |
Contract liabilities and deferred income | 6,538 | 9,196 |
Total non-current liabilities | 1,096,693 | 1,973,985 |
Shareholder's Equity / Parent Company's Net investment | ||
Parent Company's Net Investment | 3,100,083 | |
Share Capital | 4,820,815 | |
Capital reserve | 38,962 | |
Accumulated losses | (74,460) | |
Total Shareholder's Equity / Parent Company's Net investment | 4,785,317 | 3,100,083 |
Total Liabilities and Shareholder's Equity / Parent Company's Net Investment | R$ 6978270 | R$ 6167794 |
Consolidated Statement of Profi
Consolidated Statement of Profit or Loss and Other Comprehensive Income - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statement of Profit or Loss and Other Comprehensive Income | |||
Net revenue from sales and services | R$ 246361 | R$ 997628 | R$ 989683 |
Sales | 241,221 | 967,374 | 971,250 |
Services | 5,140 | 30,254 | 18,433 |
Cost of goods sold and services | (69,903) | (378,003) | (447,049) |
Gross profit | 176,458 | 619,625 | 542,634 |
Operating income (expenses) | |||
General and administrative expenses | (84,898) | (406,352) | (276,427) |
Commercial expenses | (51,151) | (165,169) | (184,592) |
Other operating income | 7,615 | 4,283 | 5,136 |
Other operating expenses | (4,747) | ||
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) |
(Loss) / Profit before finance results and taxes | 40,994 | 27,372 | 82,454 |
Finance result | |||
Finance income | 3,910 | 20,984 | 5,416 |
Finance costs | (41,214) | (119,409) | (178,185) |
Total finance result | (37,304) | (98,425) | (172,769) |
(Loss) Profit before income tax and social contribution | 3,690 | (71,053) | (90,315) |
Income tax and social contribution | (4,730) | 25,404 | 29,607 |
Current | (4,750) | 7,874 | (22,113) |
Deferred | 20 | 17,530 | 51,720 |
Net loss for the period/year | (1,040) | (45,649) | (60,708) |
Other comprehensive income for the period/year | |||
Total comprehensive loss for the period/year | R$ 1040 | R$ 45649 | R$ 60708 |
Loss per share | |||
Basic | R$ 0.0125 | R$ 0.5499 | R$ 0.7313 |
Diluted | R$ 0.0125 | R$ 0.5499 | R$ 0.7313 |
Consolidated statement of chang
Consolidated statement of changes in equity - BRL (R$) R$ in Thousands | Total | Parent Company's Net Investment | Share capital | Share issuance costs | Share-based compensation reserve | Accumulated losses |
Comprehensive loss for the year | ||||||
Net loss for the period | R$ 1040 | |||||
Total comprehensive loss for the period/year | (1,040) | |||||
Equity at end of the period (IFRS 16 [member]) at Dec. 31, 2018 | (283) | R$ 283 | ||||
Equity at end of the period (Adjusted opening balance) at Dec. 31, 2018 | 3,268,218 | 3,268,218 | ||||
Equity at end of the period at Dec. 31, 2018 | 3,268,501 | 3,268,501 | ||||
Equity at beginning of the period at Oct. 11, 2018 | 3,302,414 | 3,302,414 | ||||
Share-based payment contributions | 475 | 475 | ||||
Parent Company's Net investment (deficit) | (33,348) | (33,348) | ||||
Comprehensive loss for the year | ||||||
Net loss for the period | (1,040) | |||||
Equity at end of the period (IFRS 16 [member]) at Dec. 31, 2018 | (283) | (283) | ||||
Equity at end of the period (Adjusted opening balance) at Dec. 31, 2018 | 3,268,218 | 3,268,218 | ||||
Equity at end of the period at Dec. 31, 2018 | 3,268,501 | 3,268,501 | ||||
Capitalization of bonds | 1,508,297 | 1,508,297 | ||||
Contribution of bonds from parent company | (1,535,801) | (1,535,801) | ||||
Share-based payment contributions | 1,372 | 1,372 | ||||
Derecognition of deferred tax assets | (83,859) | (83,859) | ||||
Parent Company's Net investment (deficit) | 2,564 | 2,564 | ||||
Comprehensive loss for the year | ||||||
Net loss for the period | (60,708) | (60,708) | ||||
Total comprehensive loss for the period/year | (60,708) | |||||
Equity at end of the period at Dec. 31, 2019 | 3,100,083 | 3,100,083 | ||||
Share-based payment contributions | 686 | R$ 686 | ||||
Parent Company's Net investment (deficit) | (6,335) | (6,335) | ||||
Changes in parent company's investment, net | R$ 3093748 | R$ 3123245 | (686) | R$ 28811 | ||
Capital contribution | 2,426 | 2,426 | ||||
Comprehensive loss for the year | ||||||
Net loss for the period | (45,649) | (45,649) | ||||
Total comprehensive loss for the period/year | (45,649) | (45,649) | ||||
Shareholders' contribution and distributions to shareholders | ||||||
Issuance of common shares at initial public offering | 1,836,317 | 1,836,317 | ||||
Share based compensation granted and issued | 38,962 | 38,962 | ||||
Share issuance costs, net of taxes | (141,173) | R$ 141173 | ||||
Total shareholders' contribution and distributions to shareholders | 1,734,106 | 1,836,317 | (141,173) | 38,962 | ||
Equity at end of the period at Dec. 31, 2020 | R$ 4785317 | R$ 4961988 | R$ 141173 | R$ 38962 | R$ 74460 |
Consolidated statement of cash
Consolidated statement of cash flows - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Loss before income tax and social contribution | R$ 3690 | R$ 71053 | R$ 90315 |
Adjustments for: | |||
Depreciation and amortization | 21,770 | 174,088 | 164,932 |
Impairment losses on trade receivables | 2,283 | 25,015 | 4,297 |
Reversal of provision for tax, civil and labor losses | (19) | (2,092) | (3,325) |
Interest on provision for tax, civil and labor losses | 6,591 | 13,297 | 41,428 |
Provision for obsolete inventories | (3,098) | 4,057 | 6,831 |
Interest on bonds and financing | 25,611 | 52,935 | 92,583 |
Interest on loans from related parties | 2,922 | ||
Refund liability and right to returned goods | 20,759 | 1,454 | (24,939) |
Imputed interest on suppliers | 6,611 | 2,945 | 3,364 |
Interest on accounts payable for business combination | 119 | 1,568 | 233 |
Share-based payment expense | 475 | 39,648 | 1,372 |
Interest on lease liabilities | 15,091 | 16,312 | |
Interest on marketable securities incurred and not collected | (16,907) | ||
Disposals of right of use assets and lease liabilities | (869) | ||
Residual value of disposals of property, plant and equipment and intangible assets | 6,653 | 415 | 5,777 |
Cash flows from operating activities before changes in working capital | 91,445 | 241,828 | 218,550 |
Changes in | |||
Trade receivables | (151,986) | (123,412) | (73,386) |
Inventories | 32,910 | (20,812) | 29,754 |
Prepayments | 18,633 | (4,060) | (13,877) |
Taxes recoverable | (2,285) | 24,573 | (14,524) |
Judicial deposits and escrow accounts | (150) | 184 | (4,480) |
Other receivables | (6,221) | 4,516 | 7,590 |
Suppliers | 28,206 | 42,620 | (9,235) |
Salaries and social charges | (1,403) | (6,693) | (23,810) |
Tax payable | 13,909 | 13,629 | 17,573 |
Contract liabilities and deferred income | (1,959) | (2,163) | (2,464) |
Other receivables and liabilities from related parties | 117,299 | 11,103 | |
Other payables | (13,711) | 4,479 | 4,879 |
Cash from operating activities | 7,388 | 291,804 | 147,673 |
Income tax and social contribution paid | (3,873) | (5,234) | (14,060) |
Interest lease liabilities paid | (14,675) | (8,685) | |
Payment of interest on bonds and financing | (443) | (49,404) | (117,696) |
Payment of provision for tax, civil and labor risks | (7,716) | ||
Net cash from operating activities | 3,072 | 214,775 | 7,232 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition of property, plant and equipment | (6,099) | (1,642) | (12,808) |
Additions to intangible assets | (10,686) | (42,793) | (37,461) |
Acquisition of subsidiary, net of cash acquired | (23,147) | ||
Acquisition of investment in marketable securities | (474,195) | ||
Net cash applied in investing activities | (16,785) | (541,777) | (50,269) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Capital contribution | 2,426 | ||
Suppliers - related parties | (11,675) | (207,174) | (23,642) |
Loans from related parties | 65,600 | 29,192 | |
Payments of loans from related parties | (76,830) | ||
Lease liabilities paid | (12,835) | (24,021) | |
Parent Company's Net Investment | (33,348) | (6,335) | 2,564 |
Issuance of common shares at initial public offering | 1,836,317 | ||
Transaction cost of offering | (154,849) | ||
Repayments of bonds and financing | (852,135) | ||
Net cash from (applied in) financing activities | (45,023) | 594,185 | (15,907) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (58,736) | 267,869 | (58,944) |
Cash and cash equivalents at beginning of year /period | 160,967 | 43,287 | 102,231 |
Cash and cash equivalents at end of year | 102,231 | 311,156 | 43,287 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | R$ 58736 | R$ 267869 | R$ 58944 |
Combined Carve-out Statement of
Combined Carve-out Statement of Financial Position - Vasta Platform (Successor) - BRL (R$) R$ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | R$ 43287 | R$ 102231 |
Trade receivables | 388,847 | |
Inventories | 222,236 | |
Taxes recoverable | 13,427 | |
Income tax and social contribution recoverable | 36,859 | |
Prepayments | 22,644 | |
Other receivables | 1,735 | |
Related parties – other receivables | 38,141 | |
Total current assets | 767,176 | |
Non-current assets | ||
Judicial deposits and escrow accounts | 172,932 | |
Deferred income tax and social contribution | 57,340 | |
Property, plant and equipment | 184,961 | 58,306 |
Intangible assets and goodwill | 4,985,385 | 5,086,937 |
Total non-current assets | 5,400,618 | |
Total Assets | 6,167,794 | 6,139,691 |
Current liabilities | ||
Bonds and financing | 440,947 | |
Lease liabilities | 7,101 | |
Suppliers | 223,658 | |
Suppliers - related parties | 207,174 | |
Taxes payable | 867 | |
Income tax and social contribution payable | 18,784 | |
Salaries and social contributions | 61,748 | |
Contract liabilities and deferred income | 49,328 | |
Accounts payable for business combination | 1,772 | |
Other liabilities | 3,911 | |
Other liabilities - related parties | 49,244 | |
Loans from related parties | 29,192 | |
Total current liabilities | 1,093,726 | |
Non-current liabilities | ||
Bonds and financing | 1,200,000 | |
Lease liabilities | 146,613 | |
Accounts payable for business combination | 9,169 | |
Provision for risks of tax, civil and labor losses | 609,007 | 554,565 |
Contract Liabilities and deferred income | 9,196 | |
Total non-current liabilities | 1,973,985 | |
Parent's Net Investment | ||
Net investment | 3,100,083 | |
Total Liabilities and Shareholder's Equity / Parent Company's Net Investment | 6,167,794 | |
Vasta Platform (Successor) | ||
Current assets | ||
Cash and cash equivalents | 43,287 | 102,231 |
Trade receivables | 388,847 | 319,758 |
Inventories | 222,236 | 262,182 |
Taxes recoverable | 13,427 | 13,140 |
Income tax and social contribution recoverable | 36,859 | 22,622 |
Prepayments | 22,644 | 8,767 |
Other receivables | 1,735 | 9,325 |
Related parties – other receivables | 38,141 | |
Total current assets | 767,176 | 738,025 |
Non-current assets | ||
Judicial deposits and escrow accounts | 172,932 | 168,452 |
Deferred income tax and social contribution | 57,340 | 87,971 |
Property, plant and equipment | 184,961 | 58,306 |
Intangible assets and goodwill | 4,985,385 | 5,086,937 |
Total non-current assets | 5,400,618 | 5,401,666 |
Total Assets | 6,167,794 | 6,139,691 |
Current liabilities | ||
Bonds and financing | 440,947 | 339,859 |
Lease liabilities | 7,101 | |
Suppliers | 223,658 | 229,529 |
Suppliers - related parties | 207,174 | 230,816 |
Taxes payable | 867 | 1,065 |
Income tax and social contribution payable | 18,784 | 7,792 |
Salaries and social contributions | 61,748 | 85,558 |
Contract liabilities and deferred income | 49,328 | 76,001 |
Accounts payable for business combination | 1,772 | 646 |
Other liabilities | 3,911 | 3,402 |
Other liabilities - related parties | 49,244 | |
Loans from related parties | 29,192 | |
Total current liabilities | 1,093,726 | 974,668 |
Non-current liabilities | ||
Bonds and financing | 1,200,000 | 1,318,608 |
Lease liabilities | 146,613 | |
Accounts payable for business combination | 9,169 | 10,062 |
Provision for risks of tax, civil and labor losses | 609,007 | 554,565 |
Contract Liabilities and deferred income | 9,196 | 13,287 |
Total non-current liabilities | 1,973,985 | 1,896,522 |
Parent's Net Investment | ||
Net investment | 3,100,083 | 3,268,501 |
Total Liabilities and Shareholder's Equity / Parent Company's Net Investment | R$ 6167794 | R$ 6139691 |
Combined Carve-out Statement _2
Combined Carve-out Statement of Profit or Loss and Other Comprehensive Income - Vasta Platform (Successor) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Primary Financial Statement [Line Items] | ||
Net revenue from sales and services | R$ 246361 | R$ 989683 |
Sales | 241,221 | 971,250 |
Services | 5,140 | 18,433 |
Cost of goods sold and services | (69,903) | (447,049) |
Gross profit | 176,458 | 542,634 |
Operating income (expenses) | ||
General and administrative expenses | (84,898) | (276,427) |
Commercial expenses | (51,151) | (184,592) |
Other operating income | 7,615 | 5,136 |
Other operating expenses | (4,747) | |
Impairment losses on trade receivables | (2,283) | (4,297) |
(Loss) / Profit before finance results and taxes | 40,994 | 82,454 |
Finance results | ||
Finance income | 3,910 | 5,416 |
Finance costs | (41,214) | (178,185) |
Total finance result | (37,304) | (172,769) |
(Loss) Profit before income tax and social contribution | 3,690 | (90,315) |
Income tax and social contribution | ||
Current | (4,750) | (22,113) |
Deferred | 20 | 51,720 |
Net loss for the period/year | (1,040) | (60,708) |
Other comprehensive (loss) for the year / period | ||
Total comprehensive loss for the period/year | (1,040) | (60,708) |
Vasta Platform (Successor) | ||
Primary Financial Statement [Line Items] | ||
Net revenue from sales and services | 246,361 | 989,683 |
Sales | 241,221 | 971,250 |
Services | 5,140 | 18,433 |
Cost of goods sold and services | (69,903) | (447,049) |
Gross profit | 176,458 | 542,634 |
Operating income (expenses) | ||
General and administrative expenses | (84,898) | (276,427) |
Commercial expenses | (51,151) | (184,592) |
Other operating income | 7,615 | 5,136 |
Other operating expenses | (4,747) | |
Impairment losses on trade receivables | (2,283) | (4,297) |
(Loss) / Profit before finance results and taxes | 40,994 | 82,454 |
Finance results | ||
Finance income | 3,910 | 5,416 |
Finance costs | (41,214) | (178,185) |
Total finance result | (37,304) | (172,769) |
(Loss) Profit before income tax and social contribution | 3,690 | (90,315) |
Income tax and social contribution | ||
Current | (4,750) | (22,113) |
Deferred | 20 | 51,720 |
Net loss for the period/year | (1,040) | (60,708) |
Other comprehensive (loss) for the year / period | ||
Total comprehensive loss for the period/year | R$ 1040 | R$ 60708 |
Combined Carve-out Statement _3
Combined Carve-out Statement of Changes in Parent's Net Investment - Vasta Platform (Successor) (Equity) - BRL (R$) R$ in Thousands | Total | Vasta Platform (Successor) | Parent's Net Investments | Parent's Net InvestmentsVasta Platform (Successor) |
Equity at end of the period at Oct. 10, 2018 | R$ 3302414 | |||
Net loss for the period | R$ 1040 | R$ 1040 | (1,040) | |
Share-based payment contributions | 475 | |||
Parent's net investment (deficit) | (33,348) | |||
Equity at end of the period (Adjustments on initial application of IFRS 16 Adoption, net of tax) at Dec. 31, 2018 | (283) | R$ 283 | (283) | |
Equity at end of the period (Adjusted opening balance) at Dec. 31, 2018 | 3,268,218 | 3,268,218 | 3,268,218 | |
Equity at end of the period at Dec. 31, 2018 | 3,268,501 | 3,268,501 | 3,268,501 | |
Equity at beginning of the period at Oct. 11, 2018 | 3,302,414 | 3,302,414 | ||
Net loss for the period | (1,040) | |||
Share-based payment contributions | 475 | 475 | ||
Parent's net investment (deficit) | (33,348) | (33,348) | ||
Equity at end of the period (Adjustments on initial application of IFRS 16 Adoption, net of tax) at Dec. 31, 2018 | (283) | (283) | (283) | |
Equity at end of the period (Adjusted opening balance) at Dec. 31, 2018 | 3,268,218 | 3,268,218 | 3,268,218 | |
Equity at end of the period at Dec. 31, 2018 | 3,268,501 | 3,268,501 | 3,268,501 | |
Net loss for the period | (60,708) | R$ 60708 | (60,708) | (60,708) |
Capitalization of bonds | 1,508,297 | 1,508,297 | 1,508,297 | |
Contribution of bonds from parent company | (1,535,801) | (1,535,801) | (1,535,801) | |
Share-based payment contributions | 1,372 | 1,372 | 1,372 | |
Derecognition of deferred tax assets | (83,859) | (83,859) | (83,859) | |
Parent's net investment (deficit) | 2,564 | 2,564 | 2,564 | |
Equity at end of the period at Dec. 31, 2019 | 3,100,083 | 3,100,083 | R$ 3100083 | |
Net loss for the period | (45,649) | |||
Share-based payment contributions | 686 | |||
Parent's net investment (deficit) | (6,335) | R$ 6335 | ||
Equity at end of the period at Dec. 31, 2020 | R$ 4785317 |
Combined Carve-out Statement _4
Combined Carve-out Statement of Cash Flows - Vasta Platform (Successor) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
(Loss) Profit before income tax and social contribution | R$ 3690 | R$ 90315 |
Adjustments for: | ||
Depreciation and amortization | 21,770 | 164,932 |
Impairment losses on trade receivables | 2,283 | 4,297 |
Reversal of provision for risks of tax, civil and labor losses | (19) | (3,325) |
Interest on provision for risks of tax, civil and labor losses | 6,591 | 41,428 |
Provision (reversal) for obsolete inventories | (3,098) | 6,831 |
Interest on bonds and financing | 25,611 | 92,583 |
Refund liability and right to returned goods | 20,759 | (24,939) |
Imputed interest on suppliers | 6,611 | 3,364 |
Interest on accounts payable for business combination | 119 | 233 |
Share-based payment expense | 475 | 1,372 |
Interest on lease liabilities | 16,312 | |
Residual value of disposals of property, plant and equipment and intangible assets | 6,653 | 5,777 |
Cash flows from operating activities before changes in working capital | 91,445 | 218,550 |
Changes in: | ||
Trade receivables | (151,986) | (73,386) |
Inventories | 32,910 | 29,754 |
Prepayments | 18,633 | (13,877) |
Taxes recoverable | (2,285) | (14,524) |
Judicial deposits and escrow accounts | (150) | (4,480) |
Other receivables | (6,221) | 7,590 |
Suppliers | 28,206 | (9,235) |
Salaries and social charges | (1,403) | (23,810) |
Tax payable | 13,909 | 17,573 |
Contract liabilities and deferred income | (1,959) | (2,464) |
Other receivables and liabilities from related parties | 11,103 | |
Other payables | (13,711) | 4,879 |
Cash from operating activities | 7,388 | 147,673 |
Income tax and social contribution paid | (3,873) | (14,060) |
Interest lease liabilities paid | (8,685) | |
Payment of interest on bonds and financing | (443) | (117,696) |
Net cash from operating activities | 3,072 | 7,232 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property, plant and equipment | (6,099) | (12,808) |
Additions to intangible assets | (10,686) | (37,461) |
Net cash applied in investing activities | (16,785) | (50,269) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Suppliers - related parties | (11,675) | (23,642) |
Loans from related parties | 29,192 | |
Lease liabilities paid | (24,021) | |
Parent's Net Investment | (33,348) | 2,564 |
Net cash from (applied in) financing activities | (45,023) | (15,907) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (58,736) | (58,944) |
Cash and cash equivalents at beginning of year /period | 160,967 | 102,231 |
Cash and cash equivalents at end of year | 102,231 | 43,287 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (58,736) | (58,944) |
Vasta Platform (Successor) | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
(Loss) Profit before income tax and social contribution | 3,690 | (90,315) |
Adjustments for: | ||
Depreciation and amortization | 21,770 | 164,932 |
Impairment losses on trade receivables | 2,283 | 4,297 |
Reversal of provision for risks of tax, civil and labor losses | (19) | (3,325) |
Interest on provision for risks of tax, civil and labor losses | 6,591 | 41,428 |
Provision (reversal) for obsolete inventories | (3,098) | 6,831 |
Interest on bonds and financing | 25,611 | 92,583 |
Refund liability and right to returned goods | 20,759 | (24,939) |
Imputed interest on suppliers | 6,611 | 3,364 |
Interest on accounts payable for business combination | 119 | 233 |
Share-based payment expense | 475 | 1,372 |
Interest on lease liabilities | 16,312 | |
Residual value of disposals of property, plant and equipment and intangible assets | 6,653 | 5,777 |
Cash flows from operating activities before changes in working capital | 91,445 | 218,550 |
Changes in: | ||
Trade receivables | (151,986) | (73,386) |
Inventories | 32,910 | 29,754 |
Prepayments | 18,633 | (13,877) |
Taxes recoverable | (2,285) | (14,524) |
Judicial deposits and escrow accounts | (150) | (4,480) |
Other receivables | (6,221) | 7,590 |
Suppliers | 28,206 | (9,235) |
Salaries and social charges | (1,403) | (23,810) |
Tax payable | 13,909 | 17,573 |
Contract liabilities and deferred income | (1,959) | (2,464) |
Other receivables and liabilities from related parties | 11,103 | |
Other payables | (13,711) | 4,879 |
Cash from operating activities | 7,388 | 147,673 |
Income tax and social contribution paid | (3,873) | (14,060) |
Interest lease liabilities paid | (8,685) | |
Payment of interest on bonds and financing | (443) | (117,696) |
Net cash from operating activities | 3,072 | 7,232 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property, plant and equipment | (6,099) | (12,808) |
Additions to intangible assets | (10,686) | (37,461) |
Net cash applied in investing activities | (16,785) | (50,269) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Suppliers - related parties | (11,675) | (23,642) |
Loans from related parties | 29,192 | |
Lease liabilities paid | (24,021) | |
Parent's Net Investment | (33,348) | 2,564 |
Net cash from (applied in) financing activities | (45,023) | (15,907) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (58,736) | (58,944) |
Cash and cash equivalents at beginning of year /period | 160,967 | 102,231 |
Cash and cash equivalents at end of year | 102,231 | 43,287 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | R$ 58736 | R$ 58944 |
Combined Carve-out Statement _5
Combined Carve-out Statement of Financial Position - Somos - Anglo (Predecessor) - BRL (R$) R$ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Somos - Anglo (Predecessor) | ||
Current Assets | ||
Cash and cash equivalents | R$ 165689 | R$ 82792 |
Trade receivables | 238,492 | 235,719 |
Inventories | 183,513 | 212,665 |
Taxes recoverable | 2,328 | 3,303 |
Income tax and social contribution recoverable | 15,187 | 14,091 |
Prepayments | 3,265 | 4,910 |
Other receivables | 6,342 | 3,524 |
Total current assets | 614,816 | 557,004 |
Non-current assets | ||
Judicial deposits and escrow accounts | 6,050 | 5,826 |
Deferred income tax and social contribution | 27,556 | 25,484 |
Property, plant and equipment | 57,260 | 58,728 |
Intangible assets and goodwill | 657,655 | 654,174 |
Total non-current assets | 748,521 | 744,212 |
Total Assets | 1,363,337 | 1,301,216 |
Current liabilities | ||
Bonds and financing | 217,553 | 95,912 |
Suppliers | 228,515 | 220,723 |
Suppliers - related parties | 231,190 | 226,887 |
Taxes payable | 910 | 896 |
Income tax and social contribution payable | 3,177 | 4,174 |
Salaries and social contributions | 62,796 | 65,933 |
Contract liabilities and deferred income | 72,918 | 68,243 |
Other liabilities | 11,080 | 13,300 |
Total current liabilities | 828,139 | 696,068 |
Non-current liabilities | ||
Bonds and financing | 989,611 | 387,819 |
Accounts payable for business combination | 10,203 | |
Contract liabilities and deferred income | 5,235 | |
Provision for risks of tax, civil and labor losses | 9,258 | 16,399 |
Total non-current liabilities | 1,014,307 | 404,218 |
Parent Company's Net Investment | (479,109) | 200,930 |
Total Liabilities and Shareholder's Equity / Parent Company's Net Investment | R$ 1363337 | R$ 1301216 |
Combined Carve-out Statement _6
Combined Carve-out Statement of Profit or Loss and Other Comprehensive Income - Somos - Anglo (Predecessor) - BRL (R$) R$ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2017 | |
Somos - Anglo (Predecessor) | ||
Primary Financial Statement [Line Items] | ||
Net revenue from sales and services | R$ 518530 | R$ 685962 |
Sales | 500,358 | 663,360 |
Services | 18,172 | 22,602 |
Cost of goods sold and services | (220,975) | (255,250) |
Gross profit | 297,555 | 430,712 |
Operating income (expenses) | ||
General and administrative expenses | (310,527) | (162,760) |
Commercial expenses | (139,052) | (170,651) |
Other operating income | 4,831 | |
Other operating expenses | (574) | (1,929) |
Impairment losses on trade receivables | (4,027) | 908 |
(Loss) / Profit before finance results and taxes | (151,794) | 96,280 |
Finance results | ||
Finance income | 26,819 | 21,831 |
Finance costs | (221,371) | (128,720) |
Total finance result | (194,552) | (106,889) |
(Loss) Profit before income tax and social contribution | (346,346) | (10,609) |
Income tax and social contribution | ||
Current | (274,408) | |
Deferred | 7,407 | 2,072 |
Net loss for the period/year | (613,347) | (8,537) |
Other comprehensive income for the period/year | ||
Total comprehensive loss for the period/year | R$ 613347 | R$ 8537 |
Combined Carve-out Statement _7
Combined Carve-out Statement of Changes in Parent's Net Investment - Somos - Anglo (Predecessor) (Equity) - BRL (R$) R$ in Thousands | Total | Somos - Anglo (Predecessor) | Parent's Net Investments | Parent's Net InvestmentsSomos - Anglo (Predecessor) |
Equity at beginning of the period at Dec. 31, 2016 | R$ 200930 | |||
Net loss for the period | R$ 8537 | (8,537) | ||
Acquisition of Livro Facil | 23,825 | |||
Share-based compensation plan | 5,591 | |||
Parent's net investment (deficit) | (700,918) | |||
Equity at end of the period at Dec. 31, 2017 | (479,109) | |||
Net loss for the period | R$ 613347 | (613,347) | ||
Share-based compensation plan | 69,119 | |||
Parent's net investment (deficit) | (331,969) | |||
Equity at end of the period at Oct. 10, 2018 | R$ 1355306 | |||
Net loss for the period | R$ 1040 | |||
Equity at end of the period at Dec. 31, 2018 | 3,268,501 | R$ 3268501 | ||
Equity at beginning of the period at Oct. 11, 2018 | 3,302,414 | 3,302,414 | ||
Net loss for the period | (1,040) | |||
Share-based compensation plan | 475 | 475 | ||
Parent's net investment (deficit) | (33,348) | (33,348) | ||
Equity at end of the period at Dec. 31, 2018 | 3,268,501 | 3,268,501 | ||
Net loss for the period | (60,708) | (60,708) | ||
Share-based compensation plan | 1,372 | 1,372 | ||
Parent's net investment (deficit) | 2,564 | 2,564 | ||
Equity at end of the period at Dec. 31, 2019 | 3,100,083 | 3,100,083 | ||
Net loss for the period | (45,649) | |||
Share-based compensation plan | 686 | |||
Parent's net investment (deficit) | (6,335) | R$ 6335 | ||
Equity at end of the period at Dec. 31, 2020 | R$ 4785317 |
Combined Carve-out Statement _8
Combined Carve-out Statement of Cash Flows - Somos - Anglo (Predecessor) - BRL (R$) R$ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2017 | |
Cash Flows From Financing Activities | ||
Cash and cash equivalents at end of year | R$ 160967 | |
Somos - Anglo (Predecessor) | ||
Cash Flows From Operating Activities | ||
Loss before income tax and social contribution | (346,346) | R$ 10609 |
Adjustments for: | ||
Depreciation and amortization | 37,660 | 43,245 |
Impairment (reversal) loss on trade receivable | 4,027 | (908) |
Provision (reversal) for tax, civil and labor losses | 150,594 | (1,233) |
Provision for obsolete inventories | 352 | 4,427 |
Provision for interest on bonds and financing | 89,149 | 78,259 |
Interest on provision for risks of tax, civil and labor losses | 70,606 | |
Provision for interest on account payable from business combination | 386 | |
Share-based payment expense | 69,119 | 5,591 |
Refund liability and right to returned goods | (22,333) | 1,006 |
Imputed interest on suppliers | 357 | 10,737 |
Residual value of disposals of property, plant and equipment and intangible assets | 5,855 | 4,273 |
Cash flows from operating activities before changes in working capital | 59,426 | 134,788 |
Changes in: | ||
Trade receivables | 93,474 | 1,484 |
Inventories | (57,391) | 58,654 |
Prepayments | (24,135) | 1,645 |
Taxes recoverable | (8,529) | 1,180 |
Judicial deposits and escrow accounts | (12,652) | (224) |
Other receivables | 3,239 | (1,203) |
Suppliers | (57,268) | (37,727) |
Salaries and social contributions | 22,225 | (3,137) |
Taxes payable | (59) | (1,798) |
Contract liabilities and deferred income | 1,400 | 9,225 |
Other payables | 6,031 | 7,982 |
Cash from operating activities | 25,761 | 170,869 |
Income tax and social contribution paid | (14,683) | (1,505) |
Tax, civil and labor proceedings paid | (767) | (5,908) |
Payment of interest on bonds and financing | (103,428) | (59,826) |
Net cash from operating activities | (93,117) | 103,630 |
Cash Flows From Investing Activities | ||
Acquisition of property, plant and equipment | (8,235) | (8,526) |
Additions to intangible assets | (27,587) | (21,606) |
Proceeds from sale of property, plant and equipment | 25,500 | |
Acquisition of subsidiaries net of cash | 1,013 | |
Net cash applied in investing activities | (10,322) | (29,119) |
Cash Flows From Financing Activities | ||
Proceeds from bonds | 800,049 | 800,000 |
Repayments of bonds and financing | (380,664) | (95,000) |
Others | 11,301 | 4,303 |
Parent's net investment (deficit) | (331,969) | (700,917) |
Net cash from (applied in) financing activities | 98,717 | 8,386 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (4,722) | 82,897 |
Cash and cash equivalents at beginning of year /period | 165,689 | 82,792 |
Cash and cash equivalents at end of year | 160,967 | 165,689 |
Net (Decrease) Increase In Cash And Cash Equivalents | R$ 4722 | R$ 82897 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
The Company and Basis of Presentation | |
The Company and Basis of Presentation | 1 The Company and Basis of Presentation 1.1 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 31 The Company has built a “Platform as a Service,” solution or PaaS, with two Content & EdTech Platform and Digital Services. The Company’s Content & EdTech Platform combines a multi-brand and tech-enabled array with digital and printed content through long-term contracts with partner schools. Since July 31, 2020, VASTA Platform Ltd. is 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”. 1.1.1 19 It is well accepted now that the global Coronavirus (“COVID- 19 In response to this scenario, the Company established a Crisis Committee and developed plans to protect the business, the health of its employees and its customer base. We highlight below the main initiatives carried out by the Company: 1 2 3 4 5 6 7 19 8 As a result of our actions, despite school lockdowns and social distancing restrictions, our customers were able to continue providing their educational services through our virtual platforms. As a result, the Company recorded no interruption in the sales and service levels contracted by our customers. Despite continuity of educational services, the continuing restrictions on business will affect the Brazilian economic indicators throughout next year. This increases the level of uncertainty over our operations, and therefore, it is likely that we will identify impacts on our revenue and profitability in the forthcoming quarters. 1.2 VASTA Platform, from October 11, 2018 until July 23, 2020, was not a separate legal entity. The Business (here mentioned when the company presented its financial statements combined with other entities) comprised combined carved-out historical balances of certain assets, liabilities and results of operations related to the delivery of educational content for private sector basic and secondary education (“K- 12 On October 11, 2018, Cogna (the ultimate Parent Entity) acquired control over Somos Educação S.A (hereinafter referred to as “Somos” or in combination with its subsidiaries, which included Somos Educação S.A. and Somos Sistemas de Ensino S.A (“Somos Sistemas” or “Anglo”) hereinafter referred to as “Somos Group”) for a consideration of R$ 6.3 5.7 0.6 3.3 12 12 12 As part of an effort to streamline its operations, Cogna Group performed a comprehensive corporate restructuring concluded on December 31, 2019, to enhance the corporate structure (i.e. reducing the number of legal entities in the Cogna Group and improving overall synergies). The Consolidated Financial Statements for the year ended December 31, 2019 included historical financial information and operations of the following legal entities (“Parent Entities”): Vasta Platform Ltda. (“Vasta’s Parent Company”) Somos Educação S.A. (“Somos”); Somos Sistemas de Ensino S.A. (“Somos Sistemas”); Editora Ática S.A. (“Ática”); Saraiva Educação S.A. (“Saraiva”); Editora Scipione S.A. (“Scipione”); Maxiprint Editora Ltda. (“Maxiprint”); Red Ballon – Somos Idiomas S.A. (“English Star”); Livraria Livro Fácil Ltda (“Livro Fácil”); Colégio Anglo São Paulo Ltda. (“Colégio Anglo”); and Saber Serviços Educacionais S.A. (“Saber”) On January 7, 2020, the Company concluded the acquisition of the entire ownership interest in Pluri. On February 13, 2020, the Company concluded the acquisition of the entire ownership interest in Mind Makers, see Note 5 On July 23, 2020, prior to the completion of the Initial Public Offiering – IPO (note 1.3 100 2.426 As all the entities that were involved in the corporate restructuring were under common control, this reorganization was accounted for using the historical basis of the related assets and liabilities as recorded by the Cogna Group and did result in an overall change in the shareholding structure. On November 20, 2020, the Company acquired an ownership interest in Meritt Informação Educacional Ltda. See Note 5 On December 31, 2020 the Consolidated Financial Statements are comprise by the following entities, which are all fully owned by Company: Vasta Platform Ltd. (“Vasta’s Parent Company”); Somos Sistemas de Ensino S.A. (“Somos Sistemas”); Livraria Livro Fácil Ltda (“Livro Fácil”); Colégio Anglo São Paulo Ltda. (“Colégio Anglo”); A & R Comercio e Serviços de Informática Ltda. (“Pluri”); Mind Makers Editora Educacional (“Mind Makers”); and Meritt Informação Educacional Ltda. (“Meritt”). 1.3 On July 31, 2020 the Company held its public offering at amount of US$ 19.00 share, pursuant to the U.S. Securities Act of 1933 333,522 1,836,317 18,575,492 141,173 |
Basis of preparation and presen
Basis of preparation and presentation of the Consolidated Financial Statements and Combined Carve-out Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Preparation basis and presentation of Combined Carve-out Financial Statements | |
Basis of preparation and presentation of the Consolidated Financial Statements and Combined Carve-out Financial Statements | 2 Basis of preparation and presentation of the Consolidated Financial Statements and Combined Carve-out Financial Statements The Consolidated and Carve-out Financial Statements of Vasta Platform, the reporting entity, have been prepared in accordance with the International Financial Reporting Standards (IFRS) and interpretations as issued by the International Accounting Standards Board (“IASB”). a. Vasta Platform’s Combined Carve-out Financial Statements The combined financial statements were prepared until July 23, 2020 (completion of corporate restructuring described in note 1.2 31 2019 11 31 2018 IFRS provides no guidelines for the preparation of combined carve-out financial statements, which are therefore subject to the principles given in International Accounting Standards (IAS) 8.12 The Combined Carve-out Financial Statements have been prepared in order to present the Business’ historical financial condition, the performance of its operations and its respective cash flows, The Combined Carve-out Financial Statements materially reflect the financial statements of the “K- 12 The combined carved-out assets, liabilities and results of operations of the Business arebased on the historical accounting records of the Parent Entities. The balances in trade receivables, inventories, property, plant and equipment, intangible assets and goodwill, suppliers, bonds and financing, provision for risks of tax, civil and labor losses, financial expenses related to said bonds and financing, revenue and costs of goods sold and services relating to the Business were individually identified. Carve-out expenses related to salaries, social contribution and share-based programs, including those related to the members of the Board of Directors and the Audit Committee, the CEO, the vice-presidents and the statutory officers of Cogna Group, were allocated to the Business through assessment of the nature of the tasks performed by the Parent Entity’s key personnel and employees and their connection with the activities of the Business. Historically, Cogna Group provided certain corporate functions to the Business and costs associated with these functions were allocated to the Business. These functions included corporate communications, human resources, treasury, corporate controllership, internal audit, information technology, corporate and legal compliance, and insurance. The costs of such services were allocated to the Business based on the most relevant allocation method to the service provided, primarily based on the relative percentage of headcount or revenue attributable to the Business. The charges for these functions are included in general and administrative expenses in the combined carve-out statement of profit or loss and other comprehensive income. Cash and cash equivalents and changes in cash flows, of Somos Sistemas, Livro Fácil Ltda. and Colégio Anglo, held locally and specifically related to the operations of the Business, have been included in the combined carve-out financial statements. Except for those entities, allocated costs and expenses have generally been considered to have been paid by the Parent Entities in the year in which the costs were incurred. Amounts receivable from or payable to the Parent Entities have been classified in the combined carve-out statement of financial position within under “Parent’s company net investment”. The Business reflected the cash received from and expenses paid by the Parent Entities on behalf of the Business’operations as a component of “Net investment” in the combined carve-out statement of changes in parent’s company net investment and combined carve-out statement of cash flows. Income taxes were determined based on the assumption that the operations carved-out to the Business were a single separate taxable entity. This assumption implies attributable income was determined based on a carve-out basis and adjusted to reflect applicable regulations. Thus, determination of income tax and social contribution expenses is based on assumptions, attributions, and estimates, including those used to prepare the combined carve-out financial statements. The taxes paid have been allocated based on amounts that would have been due if the business were a separate reporting entity. Management believes that the assumptions that were applied in the combined carve-out financial statements, including assumptions related to recognition of general expenses are reasonable. However, the combined carve-out financial statements may not be indicative of the Business’s future performance and may not reflect what the consolidated results of operations, financial position and cash flows would have been had the Business operated as an independent entity during the period presented and thus should not be used to calculate dividends, taxes or for other corporate purposes. To the extent that an asset, liability, revenue or expense is directly associated with the Business, it is reflected in the accompanying combined carve-out financial statements. All significant intercompany transactions and balances within the Business have been eliminated. Reconciliation of the Parent Company’s Net Investment and the Company’ s shareholders’ equity as of July 23, 2020 Parent Company’s Net Investment Adjustment Compnay’s shareholders’ equity Shares issued upon legal reorganization 3,093,748 29,497 3,123,245 Share-based compensation reserve - ( 686 ) ( 686 ) Accumulated losses for the period (i) - ( 28,811 ) ( 28,811 ) 3,093,748 - 3,093,748 (i) The capital contributed by the controlling shareholders in the Vasta Platform’s share capital was calculated based on the Carve-out Equity prior to the contribution of the investment from Cogna to Vasta Platform amounting to R$ 3,123,245 . the amount of R$ 28,811 refers to net income for the period from January 1, 2020 to contribution date. b. Vasta’s Consolidated Financial Statements Since July 23, 2020, the Company has prepared the Consolidated Financial Statements which include the accounts of the Company and its consolidated subsidiaries. Since all entites were under common control as of the date of the initial public offering, the results for the year ended December 31, 2020 are presented as if consolidated for the entire year. c. Functional and Presentation Currency The Consolidated and Combined Carve-out Financial Statements are presented in thousands of Brazilian Reals (“R$”), which is the Company functional currency. All financial information presented in R$ has been rounded to the nearest thousand, except as otherwise indicated. d. Measurement basis The Consolidated and Combined Carve-out Financial Statements were prepared based on historical cost, except for certain assets and liabilities that are measured at fair value, as explained in the accounting policies below. |
Use of estimates and judgements
Use of estimates and judgements | 12 Months Ended |
Dec. 31, 2020 | |
Use of estimates and judgements | |
Use of estimates and judgements | 3 Use of estimates and judgements In preparing the Consolidated and Combined Carve-out Financial Statements, Management has made judgements and estimates that affect the application of Company´ accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Those estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances. Revisions to estimates are recognized prospectively. 3.1 Judgements a. Determination of the lease period The Company has lease contracts where it acts as lessee and it is related to warehousing, equipment and computers used to learning systems and education solutions. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be exercised (or not terminated). For leases of warehouses, equipment or even computer used in education solutions, the following factors are normally the most relevant: If there are significant penalties for termination (or not to extend), the Company is reasonably certain to extend (or not terminate) the lease. If there are any leasehold improvements with significant residual balances, the Company is reasonably certain to extend (or not terminate) the lease. Also, the Company considers other factors including past practices related to the use of specific categories of assets (leased or owned assets) as well as the historical length of the leases and the costs and business disruptions required to replace the leased asset. See Note 16 3.2 Assumptions and estimation uncertainties a. Deferred Income tax and social contribution The liability method is used to account for deferred income tax and social contribution in respect of temporary differences between the carrying amount of assets and liabilities and the related tax bases. The amount of deferred tax assets is reviewed at the end of each reporting period and reduced for the amount that is no longer probable to be realized through future taxable income. The estimates of the availability of future taxable income against which deductible temporary differences and tax losses may be used to reduce income taxes expenses, therefore, deferred tax assets are subject to significant judgement. Additionally, future taxable income may be higher or lower than the estimates considered in determining the deferred tax assets. See Note 22 b. Provision for risks of tax, civil and labor losses The Company is a party to judicial and administrative proceedings. It accounts for provisions for all judicial proceedings whose likelihood of loss is probable. The assessment of the likelihood of a loss and the estimate of probable disbursements by the Company, in connection of such losses, include the evaluation of available evidence as well the opinion of internal and external legal advisors. See Note 21 c. Impairment losses on trade receivables The expected credit losses (“ECL”) for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s historical collection information, existing market conditions, as well as forward looking estimates at the end of each reporting period. Due to the risk caused by market conditions resulting from the COVID- 19 10 d. Provision for inventory obsolescence When estimating its provision for inventory obsolescence, the Company applies relevant assumptions to determine the level of inventory obsolescence, from editorial information (aging analysis) to commercial imputs regarding prospective sales. All those assumptions depend on the level of regular assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in the inventory. See Note 11 e. Impairment of Goodwill The Company annually tests goodwill for impairment based on the recoverable amounts of Cash Generating Units (CGUs), determined based on estimated value-in-use calculations. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for a foreseeable future and it do not include restructuring activities to which the Company has not yet committed or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the Discounted Cash Flow (DCF) model as well as to expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill recognized by the Company. The scenario analysis became more challengeable in period of uncertainties regarding the economic environment caused by COVID- 19 13 f. Rights to Returned Goods and Refund Liabilities Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allows product returns (generally for period of four 17 The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. See Note 11 The judgments over this estimate are critical once the historical demand is harmed by macroeconomic effects such as the demand curve caused by COVID- 19 g. Restricted share units and its basis of measurement The Company has restricted share units and in July 2020, increased the participation of eligible persons in the creation of value and profitability for the Company by providing such persons with an opportunity to obtain restricted share units and thus provide an increased incentive for eligible persons to make significant and extraordinary contributions to the long-term performance and growth of the Company. This plan is named as Long-Term Compensation plan- “ILP”. This plan is incurred during a vesting period, when the Company will pay a fixed number of shares based on a fixed price (determined on the grant date) during the vesting period of five 23 h. Fair value measurements and valuation processes In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 2 3 The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one 7 Fair value measurement assumptions are also used for determination of expenses with Share-based Compensation, which are disclosed in Note 23 |
New accounting policies and sig
New accounting policies and significant accounting policies adopted | 12 Months Ended |
Dec. 31, 2020 | |
New accounting policies and significant accounting policies adopted | |
New accounting policies and significant accounting policies adopted | 4 New accounting policies and significant accounting policies adopted 4.1 The Company assessed the new accounting policies and interpretations applied to IFRS. The new accounting policies adopted and effective beginning January 1, 2020, none had a material mpact on financial reporting. For those that are effective since January 1, none were early adopted, and none are expected to have a material impact on financial reporting. See summarized below: Definition of a Business – Amendments to IFRS 3 Definition of Material – Amendments to IAS 1 8 Amendmens to References to Conceptual Framework in IFRS Standards Covid 19 16 Interest Rate Benchmark Reform – Amendments to IFRS 9 39 7 The Company assessed the content of these pronouncements and did not identify any impacts. 4.2 Significant accounting policies The significant accounting policies applied in the preparation of the Consolidated Financial Statements are presented below. These policies have been consistently applied in the periods presented herein. a. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly liquid short-term investments and have maturities of three b. Financial Assets and Liabilities i. Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way the Company manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, thro ugh the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; how the performance of the portfolio is evaluated and reported to the Company’s Management; risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed; how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or on the contractual cash flows obtained; and the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset upon initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated with outstanding principal amount during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Company considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. This includes evaluating whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Company considers the following: contingent events that change the amount or timing of cash flows; terms that may adjust the contractual rate, including variable rates; the prepayment and the extension of the term; and the terms that limit the access of the Company to cash flows from specific assets (for example, based on the performance of an asset). Due to their nature, for the year ended on December 31, 2020 the Company’s financial assets are classified as “measured at amortized cost”. Financial assets are not reclassified after initial recognition, unless the Company changes the business model for the management of financial assets, in which case all financial assets affected are reclassified on the first day of the reporting period subsequent to the change in the business model. Financial liabilities are classified as measured as amortized cost or at FVTPL. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such upon initial recognition. Due to their nature, for the year ended December 31, 2020 the Company’s financial liabilities are classified as “measured at amortized cost”. ii. Initial Recognition and Subsequent Measurement Trade receivables are initially recognized on the date they were originated. All other financial assets and liabilities are initially recognized when the Company becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in Profit or Loss. Financial assets are derecognized when the rights to receive the cash flows expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the "Financial assets at fair value through profit or loss", as well as interest income accrued over “Assets measured at amortized cost”, are presented in Profit or Loss under "Finance income" in the period in which they arise. The Company derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Company also derecognizes a financial liability when the terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in Profit or Loss. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the Consolidated Statement of Financial Position as of December when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle them a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty. iv. Impairment of financial assets The Company assesses on a prospective basis the expected credit loss (“ECL”) associated with its financial asset instruments carried at amortized cost, with accruals and reversals recorded in the Statement of Profit or Loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contractual terms and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk, where: • expected credit losses were calculated in a range of 12 12 12 12 • In the event of a significant increase in credit risk, expected lifetime credit losses are recorded as per the expected credit losses that result from all possible default events over the expected life of the financial instrument. For trade receivables, the Company applied the simplified approach permitted by IFRS 9 10 c. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted moving average method. The cost of finished goods and work in process comprises third party printing costs, raw materials, and editorial costs (e.g. design costs, direct labor, other direct costs and related production overheads). Editorial costs incurred during the development phase of a new product are presented within inventories as “Work in Process”, once materials are substantially reviewed on a yearly basis. After the commercialization begins, any subsequent costs incurred is recognized within the profit or loss as “costs of goods sold and services”, according to the accrual period on which the services are rendered. The Company records provisions for losses on products and slow-moving items using an aging analysis consistent with its business model, assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in inventory. If losses are no longer expected, the provision is reversed. Management periodically evaluates whether the obsolete inventories need to be destroyed. The Business also records its right to returned goods assets within its inventories. d. Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Company, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to Profit or Loss during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, buildings, and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. The Company did not identify changes in the useful life at December 31, 2020, 2019 2018 Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in Profit or Loss when control of the asset is transferred. See Note 12 e. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. See Note 5 f. Intangible Assets and Goodwill The Company’s intangible assets are mostly comprised of software; trademarks; contractual portfolio and goodwill. Those items are further described below: a. Goodwill Goodwill arising on the acquisition of subsidiaries is measured as set out in Note 13 b. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria (e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets is amortized using straight-line method over its estimated useful lives, not greater than five 2019 2018 c. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 30 2019 2018 d. Customer portfolio Customer portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relationship has an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship (from twelve thirteen 2019 2018 e. Platform content Development expenditure with platform content is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. Amortization is calculated on the straight-line method over their estimated useful lives, over their estimated useful lives of 3 2019 2018 g. Copyrights The Company accounts for different copyright agreements as follows: i. Copyrights are paid to the authors of the content included in the textbooks produced by the Company and are calculated based on agreed upon percentages of revenue or cash inflows related to the books sold, as defined in each contract. Payments are made on a monthly, quarterly, semi-annually, annually or hybrid basis. For these contracts the authors maintain the legal title of the copyrights. These copyrights are charged to the statement of profit or loss and other comprehensive income on an accrual basis when the products are sold. ii. In some instances where the authors maintain the legal title of the copyrights, contracts require the prepayment of part or even the full down payment of forecasted sales before the authors start the production of the content. In such cases, copyrights are recognized as a “Prepayments” in the Consolidated Statement of Financial Position and charged to Profit or Losswhen the books are sold based on the related sales forecast. The Company reviews regularly the forecast sales to determine if an impairment is required. iii. When the Company purchases permanently the legal title of the copyright from the authors, the amounts are capitalized in “Intangible Assets and Goodwill” as “Other intangible assets”and are amortized on the straight-line method over their estimated useful lives, which are not greater than 3 h. Impairment of non-financial assets. Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment tests are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units – CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in profit or loss is not reversed. See Note 5 i. Bonds and Financing The Bonds and financing are recognized initially at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost. Any difference between the the proceeds (net of transaction costs) and the total amount payable is recognized in consolidated profit and loss over the period of the bonds and financing using the effective interest rate method. Following initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest rate method. The Bonds and financing are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve 14 j. Suppliers (including Reverse Factoring) Suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method. Some of the Company’s domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Company to financial institutions without right of recourse, in a transaction characterized as “Reverse Factoring”. The Company charged interest over the payment term at a rate that is commensurate with its own credit risk being subsequently recorded as finance cost using the effective interest rate method. The suppliers specifically related to Reverse Factoring are segregated in the Note 15 k. Leases i. Right-of-use assets The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life or the lease term, as the majority of the Company’ leases are related to property leases. ii. Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The accounting amount of the lease liabilities is remeasured if there is a change in the term of the lease, a change in fixed lease payments or a change in valuation to purchase the right-of-use asset. iii. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 iv. Determining the lease term of contracts with renewal options The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if reasonably certain to be exercised. The Company has the option, under some of its leases to lease the assets for additional terms. The Company applies judgment in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). l. Provision for tax, civil and labor losses The provisions for risks related to lawsuits and administrative proceedings involving tax, civil and labor matters are recognized when (i) the Company has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. The likelihood of loss of judicial/administrative proceedings in which the Company appears as a defendant is assessed by Management on the financial statement’s dates. Provisions are recorded in an amount the Company believes it is enough to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized in general and administrative expenses when incurred. See Note 21 m. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated on pre-tax profit basis. IRPJ and CSLL are calculated based on the nominal statutory rates of 25 9 Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. See Note 22 n. Employee Benefits The Company has the following employee benefits: a. Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Company has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Company also provides its commercial team with commissions calculated considering existing sales and revenue targets that are periodically reviewed. These amounts are accrued in “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being made twice a year. Since commissions are paid based on the annual sales of each contract, the Company elected to use the practical expedient to expense the costs as incurred. b. Pension Contributions The Company offered a defined contribution plan to its employees and once the contributions have been made, the Company has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred (i.e employees have rendered services entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses in Profit or Loss. c. Share-based Payments The Company compensates part of its Management and some employees through share-based compensation by plans involving Restricted Share Units or “RSU”. The RSU plans are based on Company shares, through a fixed share price (market price) determined on the grant date which the Company has the obligation of delivering shares without cash settled payment. The Share based payment is divided in the following: (i) Bonus from the Initial Public Offering – “IPO” – Refers to the RSU plan whereby some employees, own management and Cogna management received a fixed number of Company shares based on a fixed price due to the IPO held on July 31, 2020. All plan became vested as result of IPO. As consequence, the full impact of the plan has been recorded in the profit and loss and the share-based compensation reserve in equity. See Note 23 (ii) Long Term Investment – “ILP” – Refers to RSU plans for which some Company management and employees are eligible. In those plans the Company will deliver a fixed number of shares at a fixed share price measured at the Plan’s inception. The Company recognizes the expense and inherent labor taxes related to the RSU plan in profit and loss. In addition, the effects of the constructive obligation are recognized in Financial Position under Equity Reserves and the corresponding taxes under “Salaries and Contributions”. See Note 23 d. Termination benefits Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts voluntary resignation in exchange for these benefits. The Company recognizes termination benefits at the earlier of the following dates: (i) when the Company can no longer withdraw the offer of those benefits; and (ii) when the entity recognizes costs for a restructuring and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 o. Shareholders’ Equity Until July 23, 2020 the Company presented its financial statement based on the combined carve-out as mentioned in Note 2 2 Since July 1, 2020, amounts previously recorded in Parent Company’s net investment in Equity have been recorded as net income and portions were reclassified to share capital and capital reserve, see Note 2 i. Share Capital On December 31, 2020, the Company’s share capital is R$ 4,787,432 83,011,585 64,436,093 18,575,492 ii. Capital reserve The breakdown of capital reserves is arising from share-based payment in the amount of R$ 38,962 23 p. Revenue Recognition The Company generates most of its revenue from the sale of textbooks (“publishing” when sold as standalone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transactions or term contracts with an average period from three five Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when the Company delivers the content in printed and digital format. The Company also sells its products directly to students and parents through its e-commerce platform. Since the Company obtains control of the goods sold before they are transferred to its customers, the Company assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Company is entitled in exchange for the specified goods transferred. Due to the nature of the Company’s operations, sale of printed and digital textbooks and learning systems is not subject to the payment of the social integration program tax (Programa de Integração Social, or PIS) and the social contribution on revenues tax (Contribuição para o Financiamento da Seguridade Social, or COFINS). These sales are also exempt from the Brazilian municipal taxes and from the Brazilian value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or ICMS). Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allow product returns (generally for period of four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover the goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. The Company also provides other types of complementary educational solutions, preparatory courses for university admission exams, digital services and other services to private schools, such as: teacher training, educators and parenting support, extracurricular educational content and other services related to the management of private schools. Each complementary educational service, digital service and others are deemed to be separate performance obligations. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Company believes this is an appropriate measure of progress toward satisfaction of performance obligations as it is the most accurate measure of the consideration to which the Company expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation is recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. See Note 24 q. Taxes on Revenues The Company and its affiliates benefit from tax Law No. 10,865 04 11,033 04 zero The services revenues are subject to PIS and COFINS under the non-cumulative tax regime (with a nominal statutory rate of 9.25 5 r. Fair Value Measurement Fair value is the price that would be received upon the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date, on the primary market or, in the absence thereof, on the most advantageous market to which the Business has access on such date. The fair value of a liability reflects its risk of non-performance, which includes, among others, the Company’s own credit risk. If there is no price quoted on an act |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations | |
Business Combinations | 5 Business Combinations As mentioned in Note 1 December 31, 2020 Interest (%) Livraria Livro Fácil Ltda. (“Livro Fácil”) 100 A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100 Mind Makers Editora Educacional (“Mind Makers”) 100 Colégio Anglo São Paulo 100 Meritt Informação Educacional Ltda (“Meritt”) 100 As of December 31, 2020, the Company’ business combinations are described below: A & R Comercio e Serviços de Informática Ltda. (“Pluri”), Mind Makers Editora Educacional (“Mind Makers”) and Meritt Informação Educacional Ltda (“Meritt”) . On January 7, 2020, the Company concluded the acquisition of the entire ownership interest of Pluri for R$ 26,000 1,706 On February 13, 2020, the Company concluded the acquisition of the entire ownership interest of Mind Makers, a company that offers computer programming and robotics courses and helps students develop skills relevant to their educational progress, such as coding and product development, as well as entrepreneurial and social and emotional skills including teamwork, leadership and perseverance. The total purchase price was R$ 18,200 10,000 2021 2022 2021 2022 5,421 On November 20, 2020, the Company acquired the ownership interest of Meritt Informação Educacional Ltda. in order to improve its current integrated educational platform of educational assessments, which will allow the Company to monitor students’ performance and educational tests in real time, as well as improvements in randomization in test questions and alternatives. The purchase price was R$ 3,500 3,200 300 4,030 The acquisitions were accounted for using the acquisition method of accounting , i.e. the consideration transferred and the identifiable assets and liabilities acquired were measured at fair value, while goodwill is measured as the excess of consideration paid over those items. The following table presents the assets and liabilities acquired for each business combination: Pluri Mind Makers Meritt (v) Total Current assets Cash and cash equivalents 1,820 528 894 3,242 Trade receivables 1,687 3,303 - 4,990 Inventories (iv) 15,338 - - 15,338 Prepayments 695 62 - 757 Taxes recoverable 746 2 4 752 Other receivables 2,905 - - 2,905 Total current assets 23,191 3,895 898 27,984 Non-current assets Property, plant and equipment 122 89 - 211 Other intangible assets 1,340 - - 1,340 Intangible assets - Customer Portfólio (iii) 4,625 - - 4,625 Intangible assets - Trademarks (ii) - 16,060 - 16,060 Total non-current assets 6,087 16,149 - 22,236 Total Assets 29,278 20,044 898 50,220 Current liabilities Suppliers 10,205 26 - 10,231 Salaries and social contributions 190 120 2 312 Taxes payable 13 10 10 33 Income tax and social contribution payable 298 80 - 378 Contract liabilities and deferred income 322 267 - 589 Total current liabilities 11,028 503 12 11,543 Non-current liabilities Bonds and Financing - 998 - 998 Other liabilities 364 - - 364 Total non-current liabilities 364 998 - 1,362 Total liabilities 11,392 1,501 12 12,905 Net assets (A) 17,886 18,543 886 37,315 Total of Consideration transferred (B) 27,706 23,621 7,530 58,857 Goodwill (B – A) (i) 9,820 5,078 6,644 21,542 (i) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company (i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. (ii) Trademark-related intangible asset’s fair value was obtained based on: net revenue was estimated taking into account the contractual customer relationships existing on the acquisition date; royalty fees of 7.2 % were used based on the market rates of companies with similar activities as the Company, which represents a market rate; finally, the discount rate ( Weighted Averaged Cost of Capital (“WACC” 0.22 % p.a. (iii) The following assumptions eight years and seven months; a nominal discount rate of 12.6 % p.a. was used, which is equivalent to the WACC 0.07 . (iv) Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of the Company’s business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. (v) Fair values measured on a provisional basis – The fair value of Meritt’s intangible assets (patented technology and customer relationships) has been measured provisionally, pending completion of an independent valuation. From the date of acquisition to December 2020, Pluri, Mind Makers and Meritt contributed to revenue in the Consolidated Financial Statements as of December 31, 2020 in the amount of R$ 40,041 7,891 43 111 1,052 207 If the acquisitions had been concluded on January 1 2020 1,043,205 41,360 |
Financial Risk Management
Financial Risk Management | 12 Months Ended |
Dec. 31, 2020 | |
Financial Risk Management | |
Financial Risk Management | 6 Financial Risk Management The Company has a risk management policy for regular monitoring and managing the nature and overall position of financial risks and to assess its financial results and impacts on its cash flows. Counterparty credit limits are also periodically reviewed or whenever the Company identifies significant changes in financial risk. The economic and financial risks reflect the behavior of macroeconomic variables such as interest rates as well as other characteristics of the financial instruments maintained by the Company. These risks are managed through control and monitoring policies, specific strategies and limits. The Company maintained its approach and strong cash and marketable securities position, as well as its treasury policy, during the crisis caused by the COVID- 19 a. Financial risk factors The Company’s activities expose it to certain financial risks mainly related to market risk, credit risk and liquidity risk. Management and Group’s Board of Directors monitors such risks in line with their capital management policy objectives. This Note presents information on the Company’s exposure to each of the risks above, the objectives of the Company, measurement policies, and the Company’s risk and capital management process. The Company has no derivative transactions. a. Market risk - cash flow interest rate risk This risk arises from the possibility of the Company incurring losses because of interest rate fluctuations that increase finance costs related to financing and bonds raised in the market and obligations for acquisitions from third parties payable in installments. The Company continuously monitors market interest rates in order to assess the need to contract financial instruments to hedge against volatility of these rates. Additionally, financial assets also indexed to the CDI (daily average of overnight interbank loan) and IPCA (broad consumer price index) partially mitigate any interest rate exposures. Interest rates contracted are as follows: December 31, 2020 December 31, 2019 Interest rate Bonds Private Bonds – 5 1 14 100,892 101,802 CDI + 1.15 Private Bonds – 5 2 14 102,868 101,765 CDI + 1.00 Private Bonds – 6 1 14 - 305,368 CDI + 0.90 Private Bonds – 6 2 14 206,733 204,047 CDI + 1.70 Private Bonds – 7 14 381,850 814,086 CDI + 1.15 Private Bonds – 8 14 - 113,879 CDI + 1.00 Financing and Lease Liabilities - Mind Makers (Note 14 998 - TJPLP + 5 Lease Liabilities (Note 16 173,103 153,714 IPCA Accounts Payable for Business Combination (Note 18 48,055 10,941 100 Loans from related parties (Note 20 20,884 29,192 CDI + 3.57 1,035,383 1,834,794 b. Credit risk Credit risk arises from the potential default of a counterparty to 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 10 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 (Note 8 9 To mitigate risks associated with trade receivables, the Company adopts sales policy and 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 characteristic. Furthermore, the Company reviews the recoverable amount of its trade receivables at the end of each reporting period to ensure that adequate credit losses are recorded (Note 10 The Company limits its exposure to credit risks associated with financial instruments, bank deposits and financial investments by making its investments in financial institutions for which credit risk is monitored, according to limits previously established in the Company’ policy. When necessary, appropriate provisions are recognized to cover this risk. c. Liquidity risk Covid 19 In order to cover possible liquidity deficiencies or mismatches between cash and cash equivalents and short-term debt and financial obligations, the Company continues to operate in the finance markets with transactions such as reverse factoring as long as this credit line is offered by banks and accepted by Company suppliers. See note 6 This is the risk of the Company not having enough funds and or bank credit limits to meet its short-term financial commitments, due to mismatching terms in expected receipts and payments. The Company continuously monitors its cash balance and the indebtedness level and implemented measures to allow access to the capital markets, when necessary. It also endeavors to assure they remain within existing credit limits. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets, liabilities and takes into consideration its debt financing plans, covenant compliance, internal liquidity targets and, if applicable, regulatory requirements. Cash surplus generated by the Company is handled in short-term deposits being those investments composed by enough liquidity providing to the Company the appropriate undertake with going concern presumption. The table below presents the maturity of the Company’s financial liabilities. Financial liabilities by maturity ranges December 31, 2020 Less than one Between one two Over two Total Bonds (Note 14 502,882 290,459 - 793,341 Lease Liabilities (Note 16 18,263 30,968 123,872 173,103 Accounts Payable for business combination (Note 18 17,132 13,811 17,112 48,055 Suppliers (Note 15 168,941 - - 168,941 Reverse Factoring (Note 15 110,513 - - 110,513 Other liabilities - related parties (Note 20 135,307 - - 135,307 Loans from related parties (Note 20 20,884 - - 20,884 973,922 335,238 140,984 1,450,144 Financial liabilities by maturity ranges The table below reflects the estimated interest rate based on CDI for 12 2,76 : December 31, 2020 Less than one Between one two Over two Total Bonds 520,699 300,750 - 821,449 Lease Liabilities 18,836 31,940 127,762 178,538 Accounts Payable for business combination 17,739 14,300 17,718 49,758 Suppliers 168,941 - - 168,941 Reverse Factoring 117,796 - - 117,796 Other liabilities - related parties 135,307 - - 135,307 Loans from related parties 21,667 - - 21,667 1,000,986 346,991 145,480 1,493,457 On December 31, 2020, the Company had positive working capital of R$ 503,984 326,550 Capital management The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure of the Company, management can make, or may propose to the shareholders when their approval is required, adjustments to the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce, for example, debt. The Company monitors capital on the basis of the gearing ratio. This ratio corresponds to the net debt expressed as a percentage of total capitalization. Net debt comprises financial liabilities less cash and cash equivalents. Total capitalization is calculated as equity as shown in the consolidated balance sheet plus net debt. The Company’s main capital management objectives are to safeguard its ability to continue as a going concern, optimize returns, allow consistency of operations to other stakeholders and to maintain an optimal capital structure reducing financial costs and maximizing the returns. In addition, the Company monitors adequate financial leverage, and to mitigate risks that may affect the availability of capital in Company development. As a result of the IPO, see Note 2 19 December 31, 2020 December 31, 2019 Net debt (i) 970,047 2,141,214 Total equity 4,785,317 3,100,083 Total capitalization (ii) 3,815,270 958,869 Gearing ratio - % - (iii) 25 % 223 % (i) Net debt comprises financial liabilities (note 7 (ii) Refers to the difference between Equity and Net debt. (iii) The Gearing Ratio is calculated based on Net Debt/Total Capitalization. Sensitivity analysis The following table presents the sensitivity analysis of potential losses from financial instruments, according to the assessment of relevant market risks made by Management and presented above. A probable scenario over a 12 2,76 3 Two 25 50 Index - % per year Balance as of Base scenario Scenario I Scenario II Financial Assets 101.7 300,147 8,418 10,523 12,627 Marketable Securities 104 491,102 13,774 17,217 20,661 791,249 22,192 27,740 33,288 Accounts Payable for Business Combination 100 ( 48,055 ( 1,325 ( 1,657 ( 1,988 Loans from related parties CDI + 3.57 ( 20,884 ( 1,321 ( 1,465 ( 1,609 Bonds CDI + 1.15 ( 793,341 ( 31,002 ( 36,472 ( 41,942 ( 862,280 ( 33,648 ( 39,594 ( 45,539 Net exposure ( 71,031 ( 11,456 ( 11,854 ( 12,251 Interest Rate -% p.a - - 2.76 3.45 4.14 - - - 25 50 |
Financial Instruments by Catego
Financial Instruments by Category | 12 Months Ended |
Dec. 31, 2020 | |
Financial Instruments by Category | |
Financial Instruments by Category | 7 Financial Instruments by Category The Business holds the following financial instruments: Fair Value Hierarchy December 31, 2020 December 31, 2019 Assets - Amortized cost Cash and cash equivalents 1 311,156 43,287 Marketable securities 1 491,102 - Trade receivables 2 492,234 388,847 Other receivables 2 124 1,735 Related parties – other receivables 2 2,070 39,946 1,296,686 473,815 Liabilities - Amortized cost Bonds and financing 2 793,341 1,640,947 Lease liabilities 2 173,103 153,714 Reverse Factoring 2 110,513 94,930 Suppliers -related Parties 2 - 207,174 Accounts payable for business combination 2 48,055 10,941 Other liabilities - related parties 2 135,307 47,603 Loans from related parties 2 20,884 29,192 1,281,203 2,184,501 The Company’s financial instruments as of December 31, 2020 and December 31, 2019 are recorded in the Consolidated Balance Sheets at amounts that are consistent with their fair values. The fair value of financial assets and liabilities was determined based on available market information and appropriate valuation methodologies for each case. However, significant judgment is required to interpret market data and produce the most appropriate estimates of realizable values, Consequently, the estimates of fair value do not necessarily indicate the amounts that could be realized in the current market. The use of different market inputs and/or valuation methodologies could have a material impact on the estimated fair value. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2020 | |
Cash and cash equivalents. | |
Cash and cash equivalents | 8 Cash and cash equivalents a. Composition The balance of this account comprises the following amounts: December 31, 2020 December 31, 2019 Cash 13 32 Bank account 10,996 716 Financial investments (i) 300,147 42,539 311,156 43,287 (i) The Company invests in a 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 101.7 101.68 |
Marketable securities
Marketable securities | 12 Months Ended |
Dec. 31, 2020 | |
Marketable securities | |
Marketable securities | 9 Marketable securities a. Composition Credit Risk December 31, 2020 December 31, 2019 Financial bills (LF) AAA 149,720 - Financial treasury bills (LFT) AAA 341,382 - 491,102 - The average gross yield of securities is based on 104 |
Trade receivables
Trade receivables | 12 Months Ended |
Dec. 31, 2020 | |
Trade receivables | |
Trade receivables | 10 Trade receivables The balance of this account comprises the following amounts: a. Composition December 31, 2020 December 31, 2019 Trade receivables 501,498 394,309 Related Parties (Note 20 22,791 17,062 ( - ) Impairment losses on trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 b. Maturities of trade receivables December 31, 2020 December 31, 2019 Not yet due 425,327 332,071 Past due Up to 30 8,456 10,403 From 31 60 10,931 7,505 From 61 90 8,764 6,071 From 91 180 15,539 9,506 From 181 360 18,038 16,813 Over 360 12,279 6,894 Total past due 74,007 57,192 Customers in bankruptcy 2,164 5,046 Related parties (note 20 22,791 17,062 Provision for impairment of trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 The gross carrying amount of trade receivables is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof. Collection efforts continue to be made, even for the receivables that have been written off, and amounts recoverable are recognized directly in the Consolidated Statement of Profit or Loss and Other Comprehensive Income upon collection. c. Impairment losses on trade receivables The Company measures impairment losses on trade receivables at an amount equal to lifetime expected credit losses (“ECL”) estimated using a provision matrix monthly. This matrix is prepared by analyzing the receivables established each month (in the 12 The Company also recognizes impairment losses on trade receivables at 100 The credit risk and expected credit losses associated with amounts due from related parties is not significant. The following table details the risk profile of trade receivables based on the Company’s provision matrix as of December 31, 2020 and as of December 31, 2019. Covid 19 The Company had approximately 140 177 19 d. Expected credit losses for aging As of December 31, 2020 As of December 31, 2019 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 0.10 432 0.67 % 2,267 Past due Up to 30 6.19 523 1.81 % 188 From 31 60 12.92 1,413 3.12 % 234 From 61 90 20.64 1,809 5.04 % 306 From 91 180 43.66 6,785 11.10 % 1,056 From 181 360 51.67 9,320 45.37 % 7,628 Over 360 78.26 9,609 84.13 % 5,799 29,891 17,478 Customers in Bankruptcy (i) 100.00 2,164 100.00 % 5,046 Impairment losses on trade receivables 32,055 22,524 (i) During the year ended December 31, 2020 and December 31, 2019, the Company’s Management recorded 100 three The following table shows the c hanges in impairment losses on trade receivables for the year ended December 31, 2020 and 2019 e. Changes on provision December 31, 2020 December 31, 2019 Fro m October 11 to December 31, 2018 Opening balance 22,524 19,397 26,616 Additions 29,870 6,936 5,932 Reversals ( 4,855 ) ( 1,975 ) ( 3,649 ) Write offs ( 15,484 ) ( 1,834 ) ( 9,502 ) Closing balance 32,055 22,524 19,397 (i) The Company recognized an additional provision for expected losses due to COVID- 19 (ii) The Company has assessed credits line alongside its customers, and some credit lines were renegotiated. Because of historical losses and lack of prospects of credit recovery alongside those customers, the Company recognized R$ 15,484 1,834 9,502 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventories | |
Inventories | 11 Inventories The balance of this account comprises the following amounts: a. Composition December 31, 2020 December 31, 2019 Finished products (i) 168,328 145,006 Work in process 52,322 34,502 Raw materials 20,485 31,033 Imports in progress 2,642 1,143 Right to returned goods (ii) 5,855 10,552 249,632 222,236 (i) That amounts are net of slow-moving items and net realizable value. (ii) Represents the Company’s right to recover products from customers where 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. The right to returned goods provision has been reducing due to changes in the commercial approach alongside with main distributors that allows the Company to be more assertive on sales, even in times of COVID- 19 2019 24 Changes in provision for losses with slow-moving inventories, net realizable value and provision for goods returned are broken down as follows: b. Changes in provision December 31, 2020 December 31, 2019 Fr om October 11 to December 31, 2018 Opening balance 69,080 72,410 75,508 Additions 8,783 9,331 66 (Reversals) ( 4,726 ) ( 2,500 ) ( 3,164 ) Inventory losses (i) ( 10,927 ) ( 10,161 ) - Closing balance 62,210 69,080 72,410 (i) In each year, the Company adjusts inventory based on physical inventory counts conducted in the last quarter of each year. Covid 19 The Company assessed its inventories and corresponding accounting estimates and as result did not identify relevant impacts due to obsolescence or depreciation of inventories due to COVID- 19 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | 12 Property, Plant and Equipment The cost, depreciation weighted average rates and accumulated depreciation are as follows: December 31, 2020 December 31, 2019 Weighted average depreciation rate Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10 33 27,036 ( 25,557 ) 1,479 26,244 ( 23,758 ) 2,486 Furniture, equipment and fittings 10 33 36,314 ( 26,406 ) 9,908 36,268 ( 23,902 ) 12,366 Property, buildings and improvements 5 20 51,407 ( 31,429 ) 19,978 46,420 ( 26,738 ) 19,682 In progress - 315 - 315 4,538 - 4,538 Right of use assets 12 241,906 ( 82,033 ) 159,873 209,229 ( 63,793 ) 145,436 Land 10 453 - 453 453 - 453 Total 357,431 ( 165,425 ) 192,006 323,152 ( 138,191 ) 184,961 Changes in property, plant and equipment are as follows: IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets (i) Land Total As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 Additions 758 22 828 34 35,925 - 37,567 Additions by business combination 59 152 - - - - 211 Disposals ( 25 ) ( 128 ) ( 98 ) - ( 3,248 ) - ( 3,499 ) Depreciation ( 1,799 ) ( 2,504 ) ( 4,691 ) - ( 18,240 ) - ( 27,234 ) Transfers - - 4,257 ( 4,257 ) - - - As of December 31, 2020 1,479 9,908 19,978 315 159,873 453 192,006 (i) Refers substantially to IFRS 16 20,358 15,567 16 IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land Total As of December 31, 2018 3,213 15,010 20,177 - - 19,906 58,306 Opening balance - IFRS 16 - - - - 154,681 - 154,681 As of January 01, 2019 3,213 15,010 20,177 - 154,681 19,906 212,987 Additions 1,339 2,958 3,973 4,538 31,177 - 43,985 Disposals - ( 3,827 ) - - ( 40,316 ) - ( 44,143 ) Depreciation ( 2,066 ) ( 1,775 ) ( 4,468 ) - ( 19,559 ) - ( 27,868 ) Transfers (i) - - - - 19,453 ( 19,453 ) - As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 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 years ended December 31, 2020, 2019 2018 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 13 Intangible Assets and Goodwill The cost, weighted average amortization rates and accumulated amortization of intangible assets and goodwill comprise the following amounts: December 31, 2020 December 31, 2019 Weighted average amortization rate Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Software 15 204,213 ( 120,798 ) 83,415 276,542 ( 200,217 ) 76,325 Trademarks 5 631,935 ( 58,349 ) 573,586 614,958 ( 30,923 ) 584,035 Customer Portfolio 8 1,113,792 ( 184,934 ) 928,858 1,109,388 ( 98,666 ) 1,010,722 Goodwill - 3,307,805 - 3,307,805 3,286,263 - 3,286,263 Platform content production 33 53,069 ( 29,248 ) 23,821 28,880 ( 19,454 ) 9,426 In progress - 999 - 999 14,051 - 14,051 Other Intangible assets 33 38,283 ( 32,040 ) 6,243 18,090 ( 13,527 ) 4,563 5,350,096 ( 425,369 ) 4,924,726 5,348,172 ( 362,787 ) 4,985,385 Changes in intangible assets and goodwill were as follows: Software Customer Portfolio Trademarks Platform content production (i) Other Intangible assets In progress Goodwill Total As of December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 Additions 11,813 - - 24,189 603 6,188 - 42,793 Additions by business combination (note 5 - 4,625 16,060 - 1,340 - 21,542 43,567 Disposals ( 77 ) - - - ( 87 ) - - ( 164 ) Amorization ( 23,861 ) ( 86,517 ) ( 26,506 ) ( 9,794 ) ( 176 ) - - ( 146,854 ) Transfers 19,215 28 ( 3 ) - - ( 19,240 ) - - At December 31, 2020 83,415 928,858 573,586 23,821 6,243 999 3,307,805 4,924,726 (i) Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include substantially “Plurall Digital Transformation” in the amount of approximately R$ 19 9 19 Covid 19 The Company opted to maintain investments in strategic projects and those related to improving the provision of services, given that they are considered essential for long-term growth, and partially reduced investments related to non-strategic projects or administrative area, such as IT projects or improvement in performance indicator reports. In addition, as mentioned in Note 5 29 12 The Company will continue to evaluate COVID impacts on its business and cash flow and may postpone its plans to expand through acquisitions or investments. Software Customer Portfolio Trademarks Platform content production Other Intangible assets In progress Goodwill Total As of December 31, 2018 60,088 1,093,885 610,541 - 6,062 30,098 3,286,263 5,086,937 Additions 19,897 - - 10,220 - 7,344 - 37,461 Disposals - - - - ( 1,950 ) - - ( 1,950 ) Amorization ( 18,794 ) ( 83,163 ) ( 26,506 ) ( 794 ) ( 7,806 ) - - ( 137,063 ) Transfers 15,134 - - - 8,257 ( 23,391 ) - - At December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 Goodwill impairment test During the year, the Company evaluated circumstances that could indicate impairment of its goodwill caused by impacts of Covid- 19 The Company performed its annual impairment test on December 31, 2020 and 2019 The Company is comprised of two one 27 Content & EdTech Platform 3,297,077 Digital Platform 10,728 3,307,805 The recoverable amount of a CGU has been determined based on value-in-use calculations. These calculations use pre-income tax and social contribution cash flow projections based on financial budget approved by management covering a period of eight For each of the CGUs, the key assumptions, long-term growth rate and discount rate used in the value-in-use calculations are stated in the table below. In addition, the recoverable amount is also disclosed in the table. The key assumptions used for value-in-use calculations as of December 31, 2020 and 2019 2020 Content and Edtech Platform Digital Platform Growth rate - % 15.4 % 34.2 % Discount rate - % 10.22 % 10.22 % Growth rate (%) in perpetuity 7.1 % 7.1 % Years projected 8 8 2019 Content and Edtech Platform Digital Platform Growth rate - % 13.1 % 28.7 % Discount rate - % 10.08 % 10.08 % Growth rate (%) in perpetuity 6.1 % 6.1 % Years projected 8 8 Growth rate is based on assumptions defined by the Company’s management, underpinned by business performance compared with other competitors and based on internal measures (new initiatives and services provided) taken into consideration. The discount rate is determined by individual WACC (weighted average working capital), net of income taxes. The assumptions of the long-term model used in the impairment test calculation were assessed and approved by the Business’ Management, as well as the rates used. As of December 31, 2020, goodwill was subject to impairment testing; no adjustments were considered necessary. (i) Impairment of other intangible assets and in progress There were no indications of impairment of intangible assets for the year ended December 31, 2020. Additionally, intangible assets stated as “in progress” were assessed for impairment by comparing its carrying amount with its recoverable amount and no adjustments were considered necessary. |
Bonds and financing
Bonds and financing | 12 Months Ended |
Dec. 31, 2020 | |
Bonds and financing | |
Bonds and financing | 14 Bonds and financing The balance of bonds and financing comprises the following amounts: December 31, 2019 Additions by business combination (i) Payment of interest Payment (ii) Interest accrued Transfers December 31, 2020 Bonds with Related Parties 440,947 - ( 49,369 ) ( 852,135 ) 52,900 910,400 502,743 Finance Leases - - ( 35 ) - 35 139 139 Current liabilities 440,947 - ( 49,404 ) ( 852,135 ) 52,935 910,539 502,882 Bonds with Related Parties 1,200,000 - - - - ( 910,400 ) 289,600 Finance - 998 - - - ( 139 ) 859 Non-current liabilities 1,200,000 998 - - - ( 910,539 ) 290,459 Total 1,640,947 998 ( 49,404 ) ( 852,135 ) 52,935 - 793,341 (i) On November 21, 2018, MindMakers, which became a subsidiary of the Company in February 2020, entered into a bank credit note (cédula de crédito bancário) in favor of Banco de Desenvolvimento de Minas Gerais S.A. – BDMG, for an aggregate amount of R$ 1,676 72 taxa de juros de longo prazo – TJLP 5 (ii) On August 4, 2020, the Company, substantially settled bonds with related parties amounting to R$ 852,135 29,864 7 1 310,918 8 448,826 9 115,591 7 2 4,671 6 2 1,994 At December 31, 2018 Capitalization of bonds (i) Contribution of bonds (ii) Payment of interest Interest accrued Transfers (iii) December 31, 2019 Bonds 338,556 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 102,910 ) 440,947 Finance lease 1,303 - - - - ( 1,303 ) - Current liabilities 339,859 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 104,213 ) 440,947 Bonds 1,300,000 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 102,910 1,200,000 Finance leases 18,608 - - - - ( 18,608 ) - Non-current liabilities 1,318,608 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 84,302 1,200,000 Total 1,658,467 ( 1,508,297 ) 1,535,800 ( 117,696 ) 92,584 ( 19,911 ) 1,640,947 (i) On September 28, 2019 4 5 1,508,297 (ii) On November 19, 2019 1,535,801 50 (iii) Due to the adoption of IFRS 16 a. Bonds’ description See below the bonds outstanding: As of December 31, 2020 Subscriber Related Parties Related Parties Related Parties Related Parties Issuance 5 5 6 7 Serie Serie 1 Serie 2 Serie 2 Single Date of issuance 03/15/2018 08/15/2018 08/15/2017 08/15/2018 Maturity Date 03/15/2021 08/15/2023 08/15/2022 08/16/2021 First payment after 60 60 60 36 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Semi-annual interest Financials charges CDI + 1.15 CDI + 1.00 CDI + 1.70 CDI + 1.15 Principal amount (in million R$) 100 100 200 378 b. Bond’s maturities The maturities range of these accounts are as follow: December 31, 2020 Maturity of installments Total % 2021 502,882 63.4 % 2022 238,881 30.1 % 2023 51,051 6.4 % 2024 527 0.1 % Total non-current liabilities 290,459 36.6 % 793,341 100.0 % December 31, 2019 Maturity of installments Total % 2020 440,947 26.9 % 2021 1,000,000 60.9 % 2022 100,000 6.1 % 2023 100,000 6.1 % Total non-current liabilities 1,200,000 73.1 % 1,640,947 100.0 % c. Debit commitment On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,800 50 The Company complied with all debit commitment in the period applicable on December 31, 2020 and 2019 |
Suppliers
Suppliers | 12 Months Ended |
Dec. 31, 2020 | |
Suppliers | |
Suppliers | 15 Suppliers The balance of this account comprises the following amounts: a. Composition December 31, 2020 December 31, 2019 Local suppliers 128,639 98,824 Related parties (note 20 20,985 1,219 Copyright 19,317 28,685 Reverse factoring (i) 110,513 94,930 279,454 223,658 (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. |
Lease liabilities
Lease liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Lease liabilities. | |
Lease liabilities | 16 Lease liabilities December 31, 2020 December 31, 2019 Opening balance 153,714 - Initial application - IFRS 16 - 153,872 Transfers (note 13 - 19,911 Additions for new lease agreements (ii) 35,925 31,177 Cancelled contracts (i) ( 3,429 ) ( 34,852 ) Renegotiation -COVID impact 19 ( 688 ) - Interest 15,091 16,312 Payment of interest ( 14,675 ) ( 8,685 ) Payment of principal ( 12,835 ) ( 24,021 ) Closing balance 173,103 153,714 Current liabilities 18,263 7,101 Non-current liabilities 154,840 146,613 173,103 153,714 The lease agreements have an average term of 7 14.32 (i) The cancelled contracts on December 31,2020 totaled R$ 3,429 34,852 (ii) Refers to new lease agreements in amount of R$ 35,925 20,358 15,567 36 10,3 10,88 Short-term leases (lease period of 12 2019 For the year ended December 31, 2020 2019 Fixed Payments 27,510 32,706 Payments related to short-term contracts and low value assets, variable price contracts (note 24 14,278 20,375 41,788 53,081 Business’ lease operations are not subject to any financial covenants. |
Contract liabilities and deferr
Contract liabilities and deferred income | 12 Months Ended |
Dec. 31, 2020 | |
Contract liabilities and deferred income | |
Contract liabilities and deferred income | 17 Contract liabilities and deferred income The balance of this account comprises the following amounts: December 31, 2020 December 31, 2019 Refund liability (i) 42,005 45,248 Sales of employees' payroll (iii) 2,348 4,173 Deferred income in leaseback agreement (ii) 6,665 7,500 Other liabilities 2,689 1,603 53,707 58,524 Current 47,169 49,328 Non-current 6,538 9,196 53,707 58,524 (i) Refers to the customers right to return products. (ii) In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500 . This transaction included deferred income of R$ 9,104 , which will be appropriated according to the lease term of the property ( 120 months). (iii) Refers to deferred income related to the sale of a 5 -year exclusivity to process our Company employees’ payroll to Banco Itaú for R$ 7,000 thousand, in August 2017. This income will be recognized on a straight-line basis throughout the contract term as “Other Operating income” as the Company believes that the rights of exclusivity are transferred to Itaú over this year. |
Accounts payable for business c
Accounts payable for business combination | 12 Months Ended |
Dec. 31, 2020 | |
Accounts payable for business combination | |
Accounts payable for business combination | 18 Accounts payable for business combination December 31, 2020 December 31, 2019 Pluri (a) 12,817 - Mind Makers (b) 15,000 - Livro Fácil 15,907 10,941 Meritt (c) 4,331 - 48,055 10,941 Current 17,132 1,772 Non-current 30,923 9,169 48,055 10,941 December 31, 2020 December 31, 2019 Opening balance 10,941 10,708 Additions 58,857 - Payment ( 26,389 ) - Interest adjustment 1,568 52 Others 3,078 181 Closing balance 48,055 10,941 (a) A & R Comercio e Serviços de Informática Ltda. (“Pluri”) On January 7, 2020, the Company concluded the acquisition of Pluri for R$ 26 15,6 10,4 1,7 (b) Mind Makers Editora Educacional (“Mind Makers”) On February 13, 2020, the Company concluded the acquisition of Mind Makers for R$ 18,2 10 8,2 5,4 (c) Meritt Informação Educacional Ltda. (“Meritt”) On November 20, 2020, the Company concluded the acquisition of Meritt for R$ 3,5 3,2 0,3 4,0 The maturities of such balances as of December 31, 2020 are shown in the table below: As of December 31, 2020 Maturity of installments Total % 2021 17,132 35,7 2022 13,811 28,7 2023 17,112 35,6 Total non-current liabilities 30,923 64,3 48,055 100,0 The maturities of such balances as of December 31, 2019 are shown in the table below: As of December 31, 2019 Maturity of installments Total % 2020 1,772 16,2 2021 1,030 9,4 2022 3,090 28,2 2023 5,049 46,2 Total non-current liabilities 9,169 83,8 10,941 100,0 |
Salaries and Social Contributio
Salaries and Social Contribution | 12 Months Ended |
Dec. 31, 2020 | |
Salaries and Social Contribution | |
Salaries and Social Contribution | 19 Salaries and Social Contribution December 31, 2020 December 31, 2019 Salaries payable 15,891 20,658 Social contribution payable (i) 30,511 9,532 Provision for vacation pay 15,920 13,213 Provision for profit sharing (ii) 5,880 18,333 Others 921 12 69,123 61,748 (i) Refers to the effect of social contribution over restricted share units compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on monthly basis according to the Company’s share price. (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. In 2020 19 2021 |
Related parties
Related parties | 12 Months Ended |
Dec. 31, 2020 | |
Related parties | |
Related parties | 20 Related parties As presented in note 1 The balances and transactions between the Company and its affiliates have been eliminated in the Company’s Consolidated Financial Statements. The balances and transactions between related parties are shown below: Other receivables (i) Trade receivables (Note 10 Indemnification asset (note 20 Other payments (ii) Loans (iii) Suppliers (note 15 Bonds (note 14 Cogna Educação S.A. - - 153,714 1,354 20,884 - 691,451 Anhanguera Educacional Participacoes SA. - 413 - - - - - Editora Atica S.A. - 1,193 - 72,158 - 7,392 - Editora Scipione S.A. - 414 - 13,408 - 1,386 - Centro Educacional Leonardo Da Vinci SS - 63 - - - - - Maxiprint Editora Ltda. 13 367 - - - 26 - Pax Editora E Distribuidora Ltda. - - - - - - - Saraiva Educacao S.A. - 804 - 36,454 - 8,010 - Colegio Visao Eireli - 115 - - - - - Colegio Manauara Lato Sensu Ltda. - 2,838 - - - 173 - Pitagoras Sistema De Educacao Superior Ltda. - 127 - - - - - Somos Idiomas SA 79 - - - - - - SGE Comercio De Material Didatico Ltda. - 6 - 41 - 661 - Sistema P H De Ensino Ltda. - 2,348 - 2,116 - 163 - Escola Mater Christi Ltda. - 216 - - - 104 - Somos Educação S.A. - - - - - - - Saber Serviços Educacionais S.A. 1,686 3,710 - - - 2,658 100,892 Acel Adminstração de Cursos Educacionais Ltda - 2,899 - - - 36 - Educação Inovação e Tecnologia S.A. - - - 229 - 0 - Somos Operações Escolares S.A. 292 980 - - - - - Sociedade Educacional Doze De Outubro Ltda. - 231 - - - 36 - Colégio Motivo Ltda. - 1,250 - - - 249 - Colégio JAO Ltda. - 772 - - - - - Editora E Distribuidora Educacional S.A. - 528 - 9,547 - 89 - Colégio Ambiental Ltda - 315 - - - - Conlégio Cidade Ltda - 155 - - - - Curso e Colégio Coqueiro Ltda - 188 - - - - ECSA Escola A Chave do Saber Ltda - 435 - - - - EDUFOR Serviços Educacionais Ltda - 10 - - - - Escola Riacho Doce Ltda - 253 - - - - Nucleo Brasileiro de Estudos Avançados Ltda - 391 - - - - Papelaria Brasiliana Ltda - 1,478 - - - - Sociedade Educacional Alphaville Ltda - 190 - - - - Sociedade Educacional NEODNA Cuiaba Ltda - 101 - - - - 2,070 22,791 153,714 135,307 20,884 20,985 792,343 (i) Refers to other receivables related to cost sharing agreements where substantially Saber Serviços Educacionais (“Saber”), a Cogna Group entity, takes services from the Company; (ii) Refers substantially to “Reverse Factoring” contracts for raw material purchases, specifically graphics and paper, which the Company reimburses Atica and Scipione. See item a, below; and (iii) On April 1, 2020 the Company signed a loan agreement with Cogna Educação S.A. in the amount of R$ 20,000 3,75 884 December 31, 2019 Other receivables Trade receivables (Note 10 Indemnification asset (note 20 Other payments Loans Suppliers (note 15 Bonds (note 14 Cogna Educação SA, - - 149,600 - - - 1,539,146 Anhanguera Educacional Participacoes SA, - 1,150 - - - - - Editora Atica SA, 16 281 - 31,944 - - - Editora Scipione SA, 4,743 304 - - - - - Escola Mater Christi Ltda, - 204 - 130 - - - Maxiprint Editora Ltda, 4,021 1,154 - - - - - Pax Editora E Distribuidora Ltda, - 49 - - - - - Saraiva Educacao SA, 28,226 424 - - - - - Somos Idiomas SA, 75 2 - - - - - Acel Administracao De Cursos Educacionais Ltda, - 1,415 - - - - - Ecsa Escola A Chave Do Saber Ltda, - 212 - - - - - Colégio Jao Ltda, - 415 - - - - - Colégio Motivo Ltda, - 1,442 - - - - - Editora E Distribuidora Educacional SA, - 2,705 - - - 737 - Sge Comercio De Material Didatico Ltda, 6 5 - - - 482 - Sistema P H De Ensino Ltda, - 2,027 - 18 - - - Somos Operações Escolares SA, 42 - - 4,197 29,192 - - Saber Serviços Educacionais SA, - 5,041 - - - - 101,801 Sociedade Educacional Doze De Outubro Ltda, - 232 - - - - - Saber Serviços Educacionais as 1,012 - - - - - - Editora E Distribuidora Educacional as - - - 12,955 - - - 38,141 17,062 149,600 49,244 29,192 1,219 1,640,947 Year ended December 31, 2020 Year ended December 31, 2019 October 11, 2018 to December 31, 2018 Transactions held: Revenues Finance costs Cost Sharing (note 20 Sublease (note 20 Revenues Finance costs (i) Revenues Finance costs Cogna Educação S.A. - 48,432 - - - 86,839 - - Somos Educação S.A. - 278 - - - - - - Editora Atica S.A. 7,287 229 11,989 15,364 - - - - Editora Scipione SA. 1,551 - - - - - - - Colégio Manauara Lato Sensu Ltda. 3,139 - - - - - - - Maxiprint Editora Ltda. 612 - - - - - - - Saraiva Educacao SA. 3,364 - - 3,739 - - - - Sociedade Educacional Parana Ltda. 795 - - - - - - - Acel Administracao De Cursos Educacionais Ltda. 1,230 - - - - 283 - Sociedade Educacional Neodna Cuiaba Ltda. 367 - - - 1,307 - - - Ecsa Escola A Chave Do Saber Ltda. 657 - - - - - - - Colégio Motivo Ltda. 1,308 - - - - - 316 - Sistema P H De Ensino Ltda. 5,776 - - - 1,909 - 3,267 - Saber Serviços Educacionais S.A. 1,254 6,740 - 729 4,642 5,744 - 25,591 Sociedade Educacional Doze De Outubro Ltda 295 - - - 1,770 - 134 - Editora E Distribuidora Educacional SA. 1,841 - 36,144 1,489 469 - 592 - Somos Operações Escolares SA. - - - - 1,647 - - - Escola Mater Christi 246 - - - - - 120 - Colegio JAO Ltda. 387 - - - 311 - 127 - Centro Educacional Leonardo Da Vinci SS 1,319 - - - 511 - - - Nucleo Brasileiro de Estudos Avancados Ltda 423 - - - - - - - Papelaria Brasiliana Ltda 1,287 - - - - - - - Sociedade Educacional Alphaville SA 317 - - - - - - - Sociedade Educacional NEODNA Cuiaba Ltda - EPP 367 - - - - - - - Others - - - 362 134 - 72 - 33,822 55,679 48,133 21,683 12,700 92,583 4,911 25,591 (i) Refers to debentures interest; see Note 14 a. Suppliers and other arrangements with related parties The Company, as consequence of carve-out process on December 31, 2019 kept reverse factoring operations (specifically raw material purchases with Group Cogna’s affiliates) until then owner of assets and liabilities. After the carve-out process on January 1, 2020, the Company assumed those commitments. However, the Company took into account the fact that those contracts would last one 135,307 49,244 446 b. Guarantees related to contingencies acquired through past business combination In December 2019, the Company and Cogna Group signed the agreement to legally bind the indemnification from the seller in connection with the acquisition of Somos by Cogna Group, in order to indemnify the Company for any and all losses that may be incurred related to all contingencies or lawsuits events related to the Predecessor up to the maximum amount of R$ 153,7 149,6 2019 20 c. Cost sharing agreements with related parties The Company and its related parties expensed certain amounts based on an apportionment from Cogna Group related to shared services, including the shared service center, IT expenses, propriety IT systems and legal and accounting activities, and shared warehouses and other logistic activites based on agreement. Those expenses, R$ 48,133 2018 d. Brand and Copyrights sharing agreements with related parties In November and December 2019, the Company and its related parties entered into brand and copyrights sharing agreements with related parties, as follows: On November 11, 2019, the Company and EDE (Cogna Group’s Parent Company) entered into a copyright license agreement whereby EDE agreed to grant a license, at no three On November 6, 2019, the Company entered into a trademark license agreement (as amended in 2020 This agreement is valid for a period of 20 On December 6, 2019, the Company also entered into two 2020 20 e. Lease and sublease agreements with related parties The Company and its related parties also shared the infrastructure of leased warehouses and other properties, which are direct expenses of the Cogna Group. The expenses related to these lease payments were recognized in the consolidated financial statements according to assumptions defined by Management based on utilization of these properties by the Company. However, as part of its corporate restructuring (Note 1 e. 1 Commercial lease agreement Lessee Entity Counterpart lease agreement (Lessor) Monthly payments Maturity Rate State of the property in use Somos Sistemas de Ensino S.A. Editora Scipione S.A. R$ 35 60 Inflation index Pernambuco (Recife) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$ 30 60 Inflation index Bahia (Salvador) e. 2 Commercial sublease agreement Entity (Sublessor) Counterpart sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S,A (“EDE”) Somos Sistemas de Ensino S.A. R$ 390 September 30, 2025 Inflation index São Paulo (São Paulo) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$ 439 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. SGE Comércio de Material Didático Ltda, (“SGE”), R$ 15 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Somos Idiomas S.A. R$ 3 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Saraiva Educação S,A, (“Sariva”) R$ 113 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Livraria Livro Fácil Ltda,(“Livro Fácil”) R$ 82 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Editora e Distribuidora Educacional S,A (“EDE”) R$ 43 September 30, 2025 Inflation index São Paulo (São José dos Campos) The income from these lease and sublease agreements with related parties were recognized in the Consolidated Financial Statements as of December 31, 2020 amount R$ 21,683 25 f. Compensation of key management personnel Key management personnel include the members of the Board of Directors, Audit Committee, the CEO and the vice-presidents, for which the nature of the tasks performed were related to the activities of the Company. For the year ended December 31, 2020, key management compensation, including charges and variable compensation added up R$ 40,576 12,802 630 For the Company management members, the following benefits are granted: healthcare plan, share-based compensation plan, discounts on monthly tuition of K- 12 See below the key management’s person remuneration by nature: a) Short term benefits - Short-term benefits include fixed compensation (salaries and fees, vacation, mandatory bonus, and “ 13 6,982 11,430 155 b) Share based payment - The Company offered also to certain key management personnel payment based in its restricted shares units, Bonus IPO, amount R$ 33,594 1,372 475 The Key management personnel compensation expenses comprised the following: December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Short-term employee benefits (i) 6,982 11,430 155 Share-based compensation plan (ii) 33,594 1,372 475 40,576 12,802 630 (i) The Company, as a result of COVID- 19 (ii) Refers substantially to share-based compensation plan, considered as IPO Bonus, which included payroll charges. (g) Guarantees related to finance According to Note 18 1,676 |
Provision for tax, civil and la
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | 12 Months Ended |
Dec. 31, 2020 | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | 21 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 and in an amount that Management, in conjunction with its legal advisors, believes is enough to cover probable losses or when related to contingences resulting from business combinations. In connection with the acquisition of Somos Group (predecessor) by Cogna Group, provisions for contingent liabilities assumed by Cogna were recognized when potential non-compliance with labor and civil legislation arising from past practices of subsidiaries acquired were identified. Thus, at the acquisition date, Cogna reviewed all proceedings whose responsibility were transferred to assess whether there was a present obligation and if the fair value could be measured reliably. The contingent liabilities are composed as follows: a. Composition December 31, 2020 December 31, 2019 Proceedings whose likelihood of loss is probable Tax proceedings (i) 575,724 557,782 Labor proceedings (ii) 6,591 9,967 Civil proceedings - 1 582,315 567,750 Liabilities assumed in Business Combination Labor proceedings (ii) 31,305 41,226 Civil proceedings 313 31 31,618 41,257 Total of provision for tax, civil and labor losses 613,933 609,007 (i) Primarily refers to income tax positions taken by the predecessor Somos (Vasta Predecessor) and the Company (Sucessor) 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 jurisprudence on a similar tax case also reached in 2018 , the Company reassessed this income tax position and recorded a liability, including interest and penalties, in the Consolidated Carve-out Financial Statements, (ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary differential, night shift premium, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. The changes in provision for the years ended December 31, 2020 and 2019 December 31, 2019 Additions Reversals Interest Total effect on the result Payments December 31, 2020 Tax proceedings 557,783 10,651 ( 4,189 ) 11,479 20,836 - 572,724 Labor proceedings 51,193 2,093 ( 9,538 ) 1,805 ( 5,640 ) ( 7,657 ) 37,896 Civil proceedings 31 430 ( 102 ) 13 341 ( 59 ) 313 Total 609,007 13,174 ( 13,829 ) 13,297 15,537 ( 7,716 ) 613,933 Reconciliation with profit or loss for the period Finance expense - - ( 13,297 ) General and administrative expenses ( 11,737 ) 13,829 - Income tax and social contribution ( 1,437 ) - - Total ( 13,174 ) 13,829 ( 13,297 ) As of December 31, 2018 Additions Reversals Interest Total effect on the result Payments December 31, 2019 Tax proceedings 502,764 16,339 ( 699 ) 39,379 55,019 - 557,783 Labor proceedings 49,652 4,133 ( 4,585 ) 1,993 1,541 - 51,193 Civil proceedings 2,149 65 ( 2,239 ) 56 ( 2,118 ) - 31 Total 554,565 20,537 ( 7,523 ) 41,428 54,442 - 609,007 Reconciliation with profit or loss for the period Finance expense - - ( 41,428 ) General and administrative expenses ( 4,198 ) 7,523 - Income tax and social contribution ( 16,339 ) - - Total ( 20,537 ) 7,523 ( 41,428 ) b. Judicial Deposits and Escrow Accounts Judicial deposits and escrow accounts recorded as in non-current assets are as follows: December 31, 2020 December 31, 2019 Tax proceedings 2,004 1,419 Labor proceedings - 955 Indemnification asset -Former owner 2,003 5,476 Indemnification asset – Related Parties (i) Note 20 153,714 149,600 Escrow-account (ii) 15,027 15,482 172,748 172,932 (i) Refers to an indemnification asset from the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 153,714 149,600 20 (ii) Refers to guarantees received as a consequence of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize. |
Current and Deferred Income Tax
Current and Deferred Income Tax and Social Contribution | 12 Months Ended |
Dec. 31, 2020 | |
Current and Deferred Income Tax and Social Contribution | |
Current and Deferred Income Tax and Social Contribution | 22 Current and Deferred Income Tax and Social Contribution a. Reconciliation of income tax and social contribution The reconciliation of income tax and social contribution expense is as follows: As of December 31, 2020 As of December 31, 2019 From October 11 to December 31, 2018 Loss before income tax and social contribution for the year ( 71,053 ) ( 90,315 ) 3,690 Nominal statutory rate of income tax and social contribution 34 % 34 % 34 % IRPJ and CSLL calculated at the nominal rates 24,158 30,707 ( 1,255 ) Permanent Additions 1,246 ( 1,100 ) ( 3,475 ) Total IRPJ and CSLL 25,404 29,607 ( 4,730 ) Current IRPJ and CSLL in the result 7,874 ( 22,113 ) ( 4,750 ) Deferred IRPJ and CSLL in the result 17,530 51,720 20 25,404 29,607 ( 4,730 ) Effective tax rate of Income and social contribution tax expenses 36 % 33 % 128 % b. Deferred taxes Changes in deferred income tax and social contribution assets and liabilities are as follows: i. December 31, 2020 As of December 31, 2019 Effect on profit (loss) Effect on Parent´s Equity (i) (note 1.4 As of December 31, 2020 Income tax/social contribution: Income tax and social contribution losses carryforwards (iii) 31,353 137,228 13,676 182,257 Temporary Differences: Impairment losses on trade receivables 6,730 2,813 - 9,543 Provision for obsolete inventories 7,753 ( 4,490 ) - 3,263 Imputed interest on suppliers ( 3,303 ) 2,559 - ( 744 ) Provision for risks of tax, civil and labor losses 20,189 ( 1,051 ) - 19,138 Refund liabilities and right to returned goods 14,998 ( 4,095 ) - 10,903 Lease Liabilities 3,594 1,170 - 4,764 Goodwill and fair value adjustments on business combination (ii) ( 30,486 ) ( 120,112 ) - ( 150,598 ) Other temporary difference 6,512 3,508 - 10,020 Deferred Assets, net 57,340 17,530 13,676 88,546 (i) Refers to the tax effect over temporary differences, specifically IPO costs capitalization recorded in the Somos Sistemas de Ensino S.A. (Company’s affiliate) being its effects on equity and counterparty on deferred tax assets financial statement line. Here is important to enhance that part of IPO costs, that included auditing, lawyer’s advisor, banks fees and other directly costs attributable to the IPO were paid by the Company. The Parent Company, Vasta Platform, does not accrued deferred tax assets. (ii) Goodwill and fair value adjustments on business combination comprise three (iii) Refers to tax losses carryforwards accumulated supported by the Company’s forecasts of the future profitability. ii. December 31, 2019 Changes in deferred income tax and social contribution assets and liabilities are as follows: October 11 to December 31, 2018 Effect on profit (loss) As of December 31, 2018 First adoption of IFRS 16 Effect on profit (loss) Effect on Parent´s Net Investment (i) As of December 31, 2019 Income tax/social contribution: I ncome tax and social contribution losses carryforwards 119,557 ( 9,058 ) 110,499 - 6,573 ( 85,719 ) 31,353 Temporary Differences: I mpairment losses on trade receivables 9,068 ( 2,536 ) 6,532 - 1,129 ( 931 ) 6,730 Provision for obsolete inventorie 25,906 ( 1,287 ) 24,619 - ( 19,289 ) 2,423 7,753 I mputed interest on supplier ( 428 ) ( 9,938 ) ( 10,366 ) - 8,477 ( 1,414 ) ( 3,303 ) Provision for risks of tax, civil and labor losses 3,624 2,243 5,867 - 15,497 ( 1,175 ) 20,189 Refund liabilities and right to returned good 12,162 5,805 17,967 - ( 6,170 ) 3,201 14,998 Lease Liabilities - - - 1,508 1,308 778 3,594 F air value adjustments on business combination (i) ( 90,889 ) 12,997 ( 77,892 ) - 46,574 832 ( 30,486 ) O ther termporary provision 8,951 1,794 10,745 - ( 2,379 ) ( 1,854 ) 6,512 Deferred Assets, net 87,951 20 87,971 1,508 51,720 ( 83,859 ) 57,340 (i) On December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ ( 83,859 |
Shareholder's Equity
Shareholder's Equity | 12 Months Ended |
Dec. 31, 2020 | |
Shareholder's Equity | |
Shareholder's Equity | 23 Shareholder’s Equity 23 Share-base compensation plan on combined carve-out financial statements from October 11, 2018 to July 31,2020 – note 2 On September 3 2018 19,416,233 1.18 Cogna Group’s obligation to transfer the restricted shares under the Plan, in up to 10 three The number of outstanding restricted shares as from December 31 2019 159,919 10.58 2 686 1,372 31 2019 475 11 2018 31 2018 Share-base compensation plan on consolidated financial statements On July 23, 2020 the Company approved its new stock option share plan named (“RSU” or “Restrict Share Units”). The purpose of RSU plan is to enhance the engagement of eligible persons in the creation of value and profitability of the Company by providing such eligible persons with an opportunity to obtain restricted share units and thus provide an increased incentive fo eligible persons to make significant and extraordinary contributions to the long-term performance and growth of the Company. See below the RSU’s plans by share units: Vasta Share Units Plans Vasta Plans December 31, 2019 Employees Shares transferred from Cogna to the Company (c) Share units granted July Share units granted in November Share units to be issued and delivered December 31, 2020 Bonus Vasta Plan to Vasta (a) - - 142,323 - ( 142,323 ) - Bonus Vasta Plan to Cogna (a) - - 269,080 - ( 269,080 ) - Long term investment – Vasta to Vasta and Cogna (b) - 29,736 821,918 80,950 - 932,604 Total - 29,736 1,233,321 80,950 ( 411,404 ) 932,603 (a) IPO Bonus – Part of RSUs were considered as IPO Bonus, being 411,404 19,00 5.14 29,124 10,408 1 (b) Long Term Investment – (“ILP”) – The Company compensates part of its employees and management. This plan will grant up to 3 five 5 30 (c) On July 31, 2020, part of Vasta management eligible to Cogna Plan had cancelled 330,322 29,736 As of December 31, 2020, the Company granted two July Plan – granted on July 31, 2020, totaling 821,918 19.00 5.14 30 9,595 3,348 November Plan – granted on November 10, 2020, totaling 80,950 12.58 5.37 30 60 243 161 Effects on Consolidated Statement of Profit or Loss – Share based compensation The Combined effect of events on stock based compensation expenses in the Statement of Profit or Loss as of December 31, 2020 due to restricted shares units net of labor taxes was of R$ 63,331 29,124 9,595 243 23 After accounting for the new Class A common shares issued and sold at the IPO, the Company had a total of 83,011,585 64,436,093 B common shares beneficially owned by Cogna (which holds 97.2 A and Class B common shares), and 18,575,492 A common shares (which hold 2.8 A and Class B common shares). 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. On December 31, 2020, the Company’s share capital is R$ 4,787,432 83,011,585 64,436,093 18,575,492 23 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 the 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 dilutive potential shares into common shares; potential dilutive shares were deemed to have been converted into common shares at the beginning of the period. December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Loss Attributable to Parent Entity ( 45,649 ) ( 60,708 ) ( 1,040 ) Weighted average number of ordinary shares outstanding (thousand) (i) 83,012 83,012 83,012 Effects of diluition from ordinary potential shares- weighted averaged (thousand) Share based- compensation ("Long term Plan") (ii) 903 - - Share based - compensation ("Bonus IPO") (ii) 411 - - Share based plan Migrated Cogna to Vasta (iii) 30 - - Total dilution effect 1,344 - - Basic loss per share - R$ ( 0.5499 ) ( 0.7313 ) ( 0.0125 ) Diluted loss per share - R$ ( 0.5499 ) ( 0.7313 ) ( 0.0125 ) (i) The Company does not change its number of voting rights since the IPO on July 31, 2020. In the periods ended as of December 31, 2019 and from October 11 to December 2018 the company considered the number of shares the same of December 31, 2020. (ii) Refers to the share-based payments plans (“ILP”) and Bonus IPO, see item “Vasta Share Units Plan”. (iii) Refers to the Cogna Plan migrated to the Vasta Plan as restructuring in 2020 330,222 29,736 |
Net Revenue from sales and Serv
Net Revenue from sales and Services | 12 Months Ended |
Dec. 31, 2020 | |
Net Revenue from sales and Services | |
Net Revenue from sales and Services | 24 Net Revenue from sales and Services The breakdown of net sales of the Company for the year ended December 31, 2020 and 2019 December 31, 2020 December 31, 2019 October 11 to December 31, 2018 Learning Systems Gross revenue 608,200 542,070 101,097 Deductions from gross revenue Taxes ( 40 ) ( 79 ) ( 624 ) Discounts ( 8,603 ) ( 37,989 ) ( 3,263 ) Returns ( 17,553 ) ( 9,350 ) ( 1,443 ) Net revenue 582,003 494,652 95,767 Textbooks Gross revenue 308,298 339,535 138,017 Deductions from gross revenue Taxes ( 250 ) ( 2,251 ) ( 858 ) Discounts - - - Returns ( 72,488 ) ( 58,757 ) ( 28,867 ) Net revenue 235,560 278,527 108,292 Complementary Education Services Gross revenue 63,491 33,106 1,725 Deductions from gross revenue Taxes ( 17 ) ( 37 ) - Discounts ( 6 ) ( 1 ) - Returns ( 2,880 ) ( 1,880 ) ( 39 ) Net revenue 60,588 31,188 1,686 Other services (i) Gross revenue 34,118 83,094 32,408 Deductions from gross revenue Taxes ( 3,864 ) ( 3,686 ) ( 1,230 ) Discounts - ( 911 ) ( 424 ) Returns - ( 605 ) ( 20 ) Net revenue 30,254 77,892 30,734 Total Content & EdTech Gross revenue 1,014,107 997,805 273,247 Deductions from gross revenue Taxes ( 4,171 ) ( 6,053 ) ( 2,712 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 92,921 ) ( 70,592 ) ( 30,369 ) Net revenue 908,406 882,259 236,479 Total Digital Services - Ecommerce Gross revenue 97,632 112,352 10,901 Deductions from gross revenue Taxes ( 2,261 ) ( 3,239 ) ( 481 ) Returns ( 6,149 ) ( 1,689 ) ( 538 ) Net revenue 89,222 107,424 9,882 Total Gross revenue 1,111,739 1,110,157 284,148 Deductions from gross revenue Taxes ( 6,431 ) ( 9,292 ) ( 3,193 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 99,071 ) ( 72,281 ) ( 30,907 ) Net revenue 997,628 989,683 246,361 Sales 967,374 971,250 241,221 Services 30,254 18,433 5,140 Net revenue 997,628 989,683 246,361 (i) Refers also to revenue from sales of textbooks used in preparatory courses for university admission exams. The Company applies the practical expedient described in paragraph 121 15 |
Costs and Expenses by Nature
Costs and Expenses by Nature | 12 Months Ended |
Dec. 31, 2020 | |
Costs and Expenses by Nature | |
Costs and Expenses by Nature | 25 Costs and Expenses by Nature Covid 19 The Company discussed and established, together with the managers and the Crisis Management Committee, a cost and expense reduction plan that is in fully underway as planned, and that is highlighted below: a) implementation, as of May or June, depending on the area of 25 three 936 20 90 b) extensive renegotiation of contracts with suppliers (for example: lease agreements, printers, IT services, law services and etc) and the cessation of operations of certain transportation companies for undetermined periods. Most of the renegotiations were based on temporary price reduction. December 31, 2020 December 31, 2019 October 11 to 'December 31, 2018 Salaries and payroll charges (i) ( 279,523 ) ( 200,621 ) ( 62,376 ) Raw materials and productions costs ( 216,791 ) ( 238,635 ) ( 27,267 ) Depreciation and amortization ( 174,088 ) ( 164,932 ) ( 21,770 ) Editorial costs ( 52,794 ) ( 61,281 ) ( 21,638 ) Copyright ( 59,597 ) ( 61,975 ) ( 20,473 ) Advertising and publicity ( 88,965 ) ( 60,416 ) ( 17,091 ) Utilities, cleaning and security ( 19,499 ) ( 11,869 ) ( 9,379 ) Rent and condominium fees ( 14,278 ) ( 20,375 ) ( 7,929 ) Third-party services ( 23,904 ) ( 26,406 ) ( 3,817 ) Travel ( 8,760 ) ( 12,471 ) ( 3,664 ) Consulting and advisory services ( 25,269 ) ( 16,028 ) ( 2,910 ) Impairment losses on trade receivables ( 25,015 ) ( 4,297 ) ( 2,283 ) Material ( 3,708 ) ( 1,087 ) ( 1,762 ) Taxes and contributions ( 2,066 ) ( 3,278 ) ( 267 ) Reversal (provision) for tax, civil and labor risks 2,092 3,325 19 Provision for obsolete inventories ( 4,057 ) ( 6,831 ) 3,098 Income from lease and sublease agreements with related parties 21,683 - - Other income, net 4,283 ( 20,052 ) ( 5,858 ) ( 970,256 ) ( 907,229 ) ( 205,367 ) Cost of sales and services ( 378,003 ) ( 447,049 ) ( 69,903 ) Commercial expenses ( 165,169 ) ( 184,592 ) ( 51,151 ) General and administrative expenses ( 406,352 ) ( 276,427 ) ( 84,898 ) Impairment loss on accounts receivable ( 25,015 ) ( 4,297 ) ( 2,283 ) Other operating income, net 4,283 5,136 2,868 ( 970,256 ) ( 907,229 ) ( 205,367 ) (i) Increase impacted by Bonus IPO expenses recognized in the statement of consolidated Profit and loss, amount R$ 50,580 and also business acquisitions occurred in 2020 . |
Finance result
Finance result | 12 Months Ended |
Dec. 31, 2020 | |
Finance result | |
Finance result | 26 Finance result December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Finance income Income from financial investments and marketable securities (i) 16,907 1,703 1,810 Other finance income 4,077 3,713 2,100 20,984 5,416 3,910 Finance costs Interest on bonds and financing (ii) ( 52,935 ) ( 92,583 ) ( 25,611 ) Imputed interest on suppliers (v) ( 13,854 ) ( 24,612 ) ( 6,817 ) Interest on Loans from related parties (iv) ( 3,344 ) - - Bank and collection fees (iii) ( 17,771 ) ( 847 ) ( 607 ) Interest on provision for tax, civil and labor risks ( 13,297 ) ( 41,428 ) ( 6,591 ) Interest on Lease Liabilities ( 15,077 ) ( 16,312 ) - Other finance costs ( 3,131 ) ( 2,403 ) ( 1,588 ) ( 119,409 ) ( 178,185 ) ( 41,214 ) Financial Result (net) ( 98,425 ) ( 172,769 ) ( 37,304 ) (i) Refers to income from Marketable Securities financial income, due to IPO process occurred on July 31, 2020. (ii) Refers to the Bonds with related parties, which include Saber Serviços Educacionais (“Saber”), which the principal and interests are being paid. (iii) Refers substantially to bank and collection fees incurred in connection with certain bank transactions for example, IPO cash remittance from the USA to Brazil and bank fees related to Bank settlements. (iv) Refers to interest on loans with related parties (see note 20 (v) Refers to interest on reverse factoring that as of December 31, 2019 amounted by R$ 302,104 (R$ 94,930 as suppliers and R$ 207,174 as suppliers – related parties) and as of December 31, 2020, R$ 110,513 . |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting | |
Segment Reporting | 27 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 Business’ customers. Thus, reportable segments are: (i) Content & EdTech Platform; and (ii) Digital Platform, The Content & EdTech platform derives its results from core and complementary educational content solutions through digital and printed content, including textbooks, learning systems and other complementary educational services, The Digital Platform aims to unify the entire school administrative ecosystem, enabling private schools to aggregate multiple learning strategies and help them to focus on education, through the Business’ physical and digital e-commerce platform (Livro Fácil) and other digital services. The operations related to this segment initiated with the acquisition of Livro Fácil, Due to the nature of the Business’ e-commerce platform, the Content & EdTech Platform segment sells its printed and digital content to the Digital Platform 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 combined carve-out 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 intrasegment transactions. The following table presents the Business’ revenue, its reconciliation to “profit (loss) before finance result and tax”, assets and liabilities by reportable segment. No other information is used by the CODM when assessing segment performance: December 31, 2020 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 908,406 89,222 997,628 Cost of goods sold and services ( 301,882 ) ( 76,121 ) ( 378,003 ) Operating income (expenses) General and administrative expenses ( 382,740 ) ( 19,329 ) ( 402,069 ) Commercial expenses ( 152,659 ) ( 12,510 ) ( 165,169 ) Other operating income, net - - - Impairment losses on trade receivables ( 25,015 ) - ( 25,015 ) Profit before finance result and taxes 46,110 ( 18,738 ) 27,372 Assets 6,848,198 130,072 6,978,270 Current and non-current liabilities 2,141,107 51,847 2,192,953 December 31, 2019 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 882,259 107,424 989,683 Cost of goods sold and services ( 359,730 ) ( 87,319 ) ( 447,049 ) Operating income (expenses) General and administrative expenses ( 260,338 ) ( 16,089 ) ( 276,427 ) Commercial expenses ( 181,681 ) ( 2,911 ) ( 184,592 ) Other operating net income 5,136 - 5,136 Impairment losses on trade receivables ( 4,297 ) - ( 4,297 ) (Loss) Profit before financial income and taxes 81,349 1,105 82,454 Assets 6,055,892 111,902 6,167,794 Current and non-current liabilities 2,955,764 111,947 3,067,711 From October 11 to December 31, 2018 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 236,479 9,882 246,361 Cost of goods sold and services ( 64,701 ) ( 5,202 ) ( 69,903 ) Operating income (expenses) General and administrative expenses ( 83,963 ) ( 935 ) ( 84,898 ) Commercial expenses ( 49,346 ) ( 1,805 ) ( 51,151 ) Other operating income, net 2,868 - 2,868 Impairment losses on trade receivables ( 2,283 ) - ( 2,283 ) Profit before finance result and taxes 39,054 1,940 40,994 Assets 6,092,753 46,938 6,139,691 Current and non-current liabilities 2,834,102 37,088 2,871,190 The accounting policies of the reportable segments are the same as the Company’s accounting policies described in Note 4.2 The Company operates in Brazil, with no revenue from foreign customers. Additionally, no single customer contributed ten |
Non-cash transactions
Non-cash transactions | 12 Months Ended |
Dec. 31, 2020 | |
Non-cash transactions | |
Non-cash transactions | 28 Non-cash transactions Non-monetary transactions for the year ended December 31, 2020 and 2019 35,925 31,177 nil 12 3,429 34,852 16 nil 13,676 22 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent events | |
Subsequent events | 29 Subsequent events The Company has committed to maintaining investments in strategic projects and improving the provision of services considered essential for long-term growth. In addition, the Company has balanced its net debt to reduce in the long term its cost of capitalization or even reducing debt exposure, as shown below: a. Business Acquisition of Eleva As mentioned on Vasta 6 12 As consideration for the Acquisition in a business combination transaction, Vasta will pay a purchase price amounting to R$ 580 5 adjusted by the positive variation of 100 (“Saber”), an affiliate of Cogna Group that operates the group’s proprietary schools, agreed to sell them, subject to certain conditions precedent (including, but not limited to, the satisfaction of all conditions precedent for closing of the Acquisition). Upon closing of the Acquisition, Somos Sistemas and Eleva will enter into a commercial agreement setting forth the main terms that will guide a long-term partnership with Eleva, including the sales of learning systems materials to approximately 90 (“Saber”), an affiliate of Cogna Group, during a period of 10 The commercial agreement also provides for a commercial discount amounting to R$ 15 4 b. Business Acquisition of Sociedade Educacional da Lagoa Ltda. On March 2, 2021, the Company announced the execution by its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas”), of a Purchase Agreement to acquire (the “Acquisition”), subject to certain conditions precedent, Sociedade Educacional da Lagoa Ltda. (“SEL”). SEL provides technical and pedagogical services to education platforms, including the maintenance of such platforms, development and improvement of contents and training of professionals. Founded in 1997 441 272 12 503 The consideration paid is R$ 65,000 28,124 4 adjusted by the positive variation of 100 7.6 c. Intercompany Loans settled As mentioned in Note 20 CDI+ 3.75 20,950 |
Approval of Financial Statement
Approval of Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Approval of Financial Statements | |
Approval of Financial Statements | 30 Approval of Financial Statements The Consolidated Financial Statements as of December 31, 2020 were approved by the Executive Board on April 29, 2021. |
General Information - Vasta Pla
General Information - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
General Information | ||
General Information | 1 The Company and Basis of Presentation 1.1 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 31 The Company has built a “Platform as a Service,” solution or PaaS, with two Content & EdTech Platform and Digital Services. The Company’s Content & EdTech Platform combines a multi-brand and tech-enabled array with digital and printed content through long-term contracts with partner schools. Since July 31, 2020, VASTA Platform Ltd. is 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”. 1.1.1 19 It is well accepted now that the global Coronavirus (“COVID- 19 In response to this scenario, the Company established a Crisis Committee and developed plans to protect the business, the health of its employees and its customer base. We highlight below the main initiatives carried out by the Company: 1 2 3 4 5 6 7 19 8 As a result of our actions, despite school lockdowns and social distancing restrictions, our customers were able to continue providing their educational services through our virtual platforms. As a result, the Company recorded no interruption in the sales and service levels contracted by our customers. Despite continuity of educational services, the continuing restrictions on business will affect the Brazilian economic indicators throughout next year. This increases the level of uncertainty over our operations, and therefore, it is likely that we will identify impacts on our revenue and profitability in the forthcoming quarters. 1.2 VASTA Platform, from October 11, 2018 until July 23, 2020, was not a separate legal entity. The Business (here mentioned when the company presented its financial statements combined with other entities) comprised combined carved-out historical balances of certain assets, liabilities and results of operations related to the delivery of educational content for private sector basic and secondary education (“K- 12 On October 11, 2018, Cogna (the ultimate Parent Entity) acquired control over Somos Educação S.A (hereinafter referred to as “Somos” or in combination with its subsidiaries, which included Somos Educação S.A. and Somos Sistemas de Ensino S.A (“Somos Sistemas” or “Anglo”) hereinafter referred to as “Somos Group”) for a consideration of R$ 6.3 5.7 0.6 3.3 12 12 12 As part of an effort to streamline its operations, Cogna Group performed a comprehensive corporate restructuring concluded on December 31, 2019, to enhance the corporate structure (i.e. reducing the number of legal entities in the Cogna Group and improving overall synergies). The Consolidated Financial Statements for the year ended December 31, 2019 included historical financial information and operations of the following legal entities (“Parent Entities”): Vasta Platform Ltda. (“Vasta’s Parent Company”) Somos Educação S.A. (“Somos”); Somos Sistemas de Ensino S.A. (“Somos Sistemas”); Editora Ática S.A. (“Ática”); Saraiva Educação S.A. (“Saraiva”); Editora Scipione S.A. (“Scipione”); Maxiprint Editora Ltda. (“Maxiprint”); Red Ballon – Somos Idiomas S.A. (“English Star”); Livraria Livro Fácil Ltda (“Livro Fácil”); Colégio Anglo São Paulo Ltda. (“Colégio Anglo”); and Saber Serviços Educacionais S.A. (“Saber”) On January 7, 2020, the Company concluded the acquisition of the entire ownership interest in Pluri. On February 13, 2020, the Company concluded the acquisition of the entire ownership interest in Mind Makers, see Note 5 On July 23, 2020, prior to the completion of the Initial Public Offiering – IPO (note 1.3 100 2.426 As all the entities that were involved in the corporate restructuring were under common control, this reorganization was accounted for using the historical basis of the related assets and liabilities as recorded by the Cogna Group and did result in an overall change in the shareholding structure. On November 20, 2020, the Company acquired an ownership interest in Meritt Informação Educacional Ltda. See Note 5 On December 31, 2020 the Consolidated Financial Statements are comprise by the following entities, which are all fully owned by Company: Vasta Platform Ltd. (“Vasta’s Parent Company”); Somos Sistemas de Ensino S.A. (“Somos Sistemas”); Livraria Livro Fácil Ltda (“Livro Fácil”); Colégio Anglo São Paulo Ltda. (“Colégio Anglo”); A & R Comercio e Serviços de Informática Ltda. (“Pluri”); Mind Makers Editora Educacional (“Mind Makers”); and Meritt Informação Educacional Ltda. (“Meritt”). 1.3 On July 31, 2020 the Company held its public offering at amount of US$ 19.00 share, pursuant to the U.S. Securities Act of 1933 333,522 1,836,317 18,575,492 141,173 | |
Vasta Platform (Successor) | ||
General Information | ||
General Information | 1 General Information VASTA Platform (hereinafter referred to as the “Business”), is not a separate legal entity. The Business is comprised of combined carved-out historical balances of certain assets, liabilities and results of operations related to the delivery of educational content for private sector basic and secondary education (“K- 12 On October 11, 2018, Cogna (the ultimate Parent) acquired control over Somos Educação S.A (hereinafter referred to as “Somos” or in combination with its subsidiaries, the “Somos Group”) for a consideration of R$ 6.3 5.7 0.6 2 3.3 12 12 12 12 As part of an effort to streamline its operations, Cogna Group performed a comprehensive corporate restructuring concluded on December 31, 2019, to enhance the corporate structure (i.e. reduce the number of legal entities in the Cogna Group) and improve overall synergies. Through this process, the Business’ activities currently restructured in the legal entity Somos Sistemas de Ensino S.A (“Somos Sistemas”) will be spun-off to VASTA Platform Limited (Successor) during 2020 These combined carve-out financial statements include historical financial information and operations from the following legal entities (“Parent Entities”): • Somos Educação S.A. (“Somos”); • Somos Sistemas de Ensino S.A. (“Somos Sistemas”); • Editora Ática S.A. (“Ática”); • Saraiva Educação S.A. (“Saraiva”); • Editora Scipione S.A. (“Scipione”); • Maxiprint Editora Ltda. (“Maxiprint”); • Red Ballon – Somos Idiomas S.A. (“English Star”); • Livraria Livro Fácil Ltda (“Livro Fácil”); • Colégio Anglo São Paulo Ltda. (“Colégio Anglo”); and • Saber Serviços Educacionais S.A. (“Saber”) The Business’ activities include integrated solutions for Basic Education that comprehends a platform of products (including process of creation and manufacturing books), learning systems, solutions and technology support services focused on early childhood education, primary education and high school. Accordingly, the Business’ is mainly engaged in: (i) preparing, selling, and distributing textbooks, teaching aids, and workbooks, especially with educational, literary, and information contents as well as teaching systems; (ii) developing educational solutions for elementary, basic and high school education activities; (iii) developing software for adaptive teaching and optimizing academic management. These combined carve-out financial statements were prepared for its inclusion in a Registration Statement (“Form F- 1 |
Preparation basis and presentat
Preparation basis and presentation of Combined Carve-out Financial Statements - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Preparation basis and presentation of Combined Carve-out Financial Statements | ||
Preparation basis and presentation of Combined Carve-out Financial Statements | 2 Basis of preparation and presentation of the Consolidated Financial Statements and Combined Carve-out Financial Statements The Consolidated and Carve-out Financial Statements of Vasta Platform, the reporting entity, have been prepared in accordance with the International Financial Reporting Standards (IFRS) and interpretations as issued by the International Accounting Standards Board (“IASB”). a. Vasta Platform’s Combined Carve-out Financial Statements The combined financial statements were prepared until July 23, 2020 (completion of corporate restructuring described in note 1.2 31 2019 11 31 2018 IFRS provides no guidelines for the preparation of combined carve-out financial statements, which are therefore subject to the principles given in International Accounting Standards (IAS) 8.12 The Combined Carve-out Financial Statements have been prepared in order to present the Business’ historical financial condition, the performance of its operations and its respective cash flows, The Combined Carve-out Financial Statements materially reflect the financial statements of the “K- 12 The combined carved-out assets, liabilities and results of operations of the Business arebased on the historical accounting records of the Parent Entities. The balances in trade receivables, inventories, property, plant and equipment, intangible assets and goodwill, suppliers, bonds and financing, provision for risks of tax, civil and labor losses, financial expenses related to said bonds and financing, revenue and costs of goods sold and services relating to the Business were individually identified. Carve-out expenses related to salaries, social contribution and share-based programs, including those related to the members of the Board of Directors and the Audit Committee, the CEO, the vice-presidents and the statutory officers of Cogna Group, were allocated to the Business through assessment of the nature of the tasks performed by the Parent Entity’s key personnel and employees and their connection with the activities of the Business. Historically, Cogna Group provided certain corporate functions to the Business and costs associated with these functions were allocated to the Business. These functions included corporate communications, human resources, treasury, corporate controllership, internal audit, information technology, corporate and legal compliance, and insurance. The costs of such services were allocated to the Business based on the most relevant allocation method to the service provided, primarily based on the relative percentage of headcount or revenue attributable to the Business. The charges for these functions are included in general and administrative expenses in the combined carve-out statement of profit or loss and other comprehensive income. Cash and cash equivalents and changes in cash flows, of Somos Sistemas, Livro Fácil Ltda. and Colégio Anglo, held locally and specifically related to the operations of the Business, have been included in the combined carve-out financial statements. Except for those entities, allocated costs and expenses have generally been considered to have been paid by the Parent Entities in the year in which the costs were incurred. Amounts receivable from or payable to the Parent Entities have been classified in the combined carve-out statement of financial position within under “Parent’s company net investment”. The Business reflected the cash received from and expenses paid by the Parent Entities on behalf of the Business’operations as a component of “Net investment” in the combined carve-out statement of changes in parent’s company net investment and combined carve-out statement of cash flows. Income taxes were determined based on the assumption that the operations carved-out to the Business were a single separate taxable entity. This assumption implies attributable income was determined based on a carve-out basis and adjusted to reflect applicable regulations. Thus, determination of income tax and social contribution expenses is based on assumptions, attributions, and estimates, including those used to prepare the combined carve-out financial statements. The taxes paid have been allocated based on amounts that would have been due if the business were a separate reporting entity. Management believes that the assumptions that were applied in the combined carve-out financial statements, including assumptions related to recognition of general expenses are reasonable. However, the combined carve-out financial statements may not be indicative of the Business’s future performance and may not reflect what the consolidated results of operations, financial position and cash flows would have been had the Business operated as an independent entity during the period presented and thus should not be used to calculate dividends, taxes or for other corporate purposes. To the extent that an asset, liability, revenue or expense is directly associated with the Business, it is reflected in the accompanying combined carve-out financial statements. All significant intercompany transactions and balances within the Business have been eliminated. Reconciliation of the Parent Company’s Net Investment and the Company’ s shareholders’ equity as of July 23, 2020 Parent Company’s Net Investment Adjustment Compnay’s shareholders’ equity Shares issued upon legal reorganization 3,093,748 29,497 3,123,245 Share-based compensation reserve - ( 686 ) ( 686 ) Accumulated losses for the period (i) - ( 28,811 ) ( 28,811 ) 3,093,748 - 3,093,748 (i) The capital contributed by the controlling shareholders in the Vasta Platform’s share capital was calculated based on the Carve-out Equity prior to the contribution of the investment from Cogna to Vasta Platform amounting to R$ 3,123,245 . the amount of R$ 28,811 refers to net income for the period from January 1, 2020 to contribution date. b. Vasta’s Consolidated Financial Statements Since July 23, 2020, the Company has prepared the Consolidated Financial Statements which include the accounts of the Company and its consolidated subsidiaries. Since all entites were under common control as of the date of the initial public offering, the results for the year ended December 31, 2020 are presented as if consolidated for the entire year. c. Functional and Presentation Currency The Consolidated and Combined Carve-out Financial Statements are presented in thousands of Brazilian Reals (“R$”), which is the Company functional currency. All financial information presented in R$ has been rounded to the nearest thousand, except as otherwise indicated. d. Measurement basis The Consolidated and Combined Carve-out Financial Statements were prepared based on historical cost, except for certain assets and liabilities that are measured at fair value, as explained in the accounting policies below. | |
Vasta Platform (Successor) | ||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||
Preparation basis and presentation of Combined Carve-out Financial Statements | 2 Preparation basis and presentation of Combined Carve-out Financial Statements The combined carve-out financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations as issued by the International Accounting Standards Board (“IASB”). All IFRS issued by the IASB, effective at the time of preparing these combined carve-out financial statements have been applied. The preparation of combined carve-out financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Business’ accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the combined carve-out financial statements are disclosed in Note 3 IFRS provides no guidelines for the preparation of combined carve-out financial statements, which are therefore subject to the principles given in International Accounting Standards (IAS) 8.12 These combined carve-out financial statements were prepared in order to present the Business’ historical financial position, the performance of its operations and its respective cash flows as of December 31, 2019 and for the period from October 11 to December 31, 2018. These combined carve-out statements aim to materially reflect the financial statements of the “K- 12 The combined carved-out assets, liabilities and results of operations of the Business were obtained based on the historic accounting records of Parent Entities. The balances in trade receivables, inventories, property, plant and equipment, intangible assets and goodwill, suppliers, bonds and financing, provision for risks of tax, civil and labor losses, financial expenses related to said bonds and financing, revenue and costs of goods sold and services relating to the Business were individually identified. Carve-out expenses related to salaries, social contributions and share-based programs, including those related to the members of the Board of Directors and the Audit Committee, the CEO, the vice-presidents and the statutory officers of Cogna Group, were allocated to the Business through assessment of the nature of the tasks performed by Parent Entity’s key personnel and employees and their connection with the activities of the Business. Historically, Cogna Group provided certain corporate functions to the Business and costs associated with these functions were allocated to the Business. These functions included corporate communications, human resources, treasury, corporate controllership, internal audit, information technology, corporate and legal compliance, and insurance. The costs of such services were allocated to the Business based on the most relevant allocation method to the service provided, primarily based on relative percentage of headcount or revenue attributable to the Business. The charges for these functions are included in general, and administrative expenses in the combined carve-out statement of profit or loss and other comprehensive income. Cash and cash equivalents and changes in cash flows, of Somos Sistemas, Livro Fácil Ltda. and Colégio Anglo, held locally and specifically related to the operations of the Business, have been included in these combined carve-out financial statements. Except for those entities, allocated costs and expenses have generally been considered to have been paid by the Parent Entities in the year in which the costs were incurred. Amounts receivable from or payable to the Parent Entities have been classified in the combined carve-out statement of financial position within “Parent´s net investment”. The Business reflected the cash received from and expenses paid by the Parent Entities on behalf of the Business’ operations as a component of “Net investment” in the combined carve-out statement of changes in parent´s net investment and combined carve-out statement of cash flows. Income taxes were determined based on the assumption that the operations carved-out to the Business were a single separate taxable entity. This assumption implies attributable income was determined based on a carve-out basis and adjusted to reflect applicable regulations. Thus, determination of income tax and social contribution expenses is based on assumptions, attributions and estimates, including those used to prepare these combined carve-out financial statements. The taxes paid have been allocated based on amounts that would have been due if the business were a separate reporting entity. Management believes that the assumptions used in these combined carve-out financial statements, including assumptions related to recognition of general expenses are reasonable. However, the combined carve-out financial statements may not be indicative of the Business’ future performance and may not reflect what the consolidated results of operations, financial position and cash flows would have been had the Business operated as an independent entity during the period presented and thus should not be used to calculate dividends, taxes or for other corporate purposes. To the extent that an asset, liability, revenue or expense is directly associated with the Business, it is reflected in the accompanying combined carve-out financial statements. All significant intercompany transactions and balances within the Business have been eliminated. As described in Note 1 3 The following table presents the assets and liabilities acquired that were allocated to the carved-out operations and included in these combined carve-out financial statements based on the allocated carrying values included in Cogna Group´s consolidated financial statements: Somos’ Assets and Liabilities Allocated to these Combined Carve-out Financial Statements Current assets 648,600 Cash and cash equivalents 160,967 Trade receivables 140,991 Inventories (i) 281,708 Taxes recoverable 34,508 Prepayments 27,400 Other receivables 3,026 Non-current assets 2,121,706 Property, plant and equipment 56,852 Intangible assets - Trademarks (ii) 614,958 Intangible assets – Contractual Portfolio (iii) 1,109,388 Other intangible assets 87,939 Deferred tax assets 84,187 Judicial deposits and escrow accounts (v) 168,302 Other receivables 80 Current liabilities 879,381 Bonds and financing 311,030 Suppliers 414,095 Taxes payable 793 Salaries and social contributions 85,021 Contract liabilities and deferred income 57,355 Other liabilities 11,087 Non-current liabilities 1,881,188 Bonds and financing 1,322,270 Accounts payable for business combination 10,589 Provision for risks of tax, civil and labor losses (iv) 544,328 Other liabilities 4,001 Net Assets (A) 9,737 Total of Consideration paid for the Business (B) (vi) 3,296,000 Goodwill (B - A) (vii) 3,286,263 (i) Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. (ii) Trademark-related intangible asset’s fair value was obtained based on: net revenue was estimated taking into account the contractual customer relationships existing on the acquisition date; royalty rates of 6 7.2 13 (iii) The following assumptions were used to determine the contractual portfolio’s fair value: the same estimated revenue described in the previous item was considered, with an average contract termination period of three three 13.5 0.5 (iv) Provisions for contingent liabilities assumed by the Business were recognized when potential non-compliance with labor and civil legislation arising from past practices of Somos were identified. Thus, at acquisition date, the Business assessed whether there was a present obligation and if the fair value could be measured reliably. Fair value was estimated based on the evaluation of available evidence, including the advice of internal and external legal advisors. (v) Includes an indemnification asset from the seller in connection with the acquisition of Somos by Cogna Group, in order to indemnify the Business for any and all losses that may be incurred related to all contingencies or lawsuits events related to the Predecessor up to the maximum amount of R$ 149.6 (vi) Refers to consideration paid for other businesses of Somos Educação S.A. that are not part of these combined carve-out financial statements. (vii) Goodwill is recognized based on expected synergies from combining the operations of the acquiree and the acquiror, as well as due to an expected increase in the Business’ market-share due to the penetration of the business products and services in regions where the Business did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Business (i.e. when the Business merges or spin off the businesses acquired) and therefore the tax and accounting basis of the net assets acquired are the same as of the acquisition date. In this regard, as the Business considers it will be entitled to the deductibility of the amortization or depreciation of the net assets acquired after the completion of the corporate restructuring referred to in note 1 two 19 From the date of acquisition, October 11, to December 31, 2018, Somos - Anglo have contributed R$ 210,882 16,940 765,019 637,070 a. Functional and Presentation Currency These combined carve-out financial statements are presented in thousands of Brazilian Real (“R$”), which is the Business functional currency. All financial information presented in R$ has been rounded to the nearest thousand value, except otherwise indicated. b. Measurement basis The combined carve-out financial statements were prepared based on historical cost, except for certain assets and liabilities that are measured using fair values, as explained in the accounting policies below. |
Use of estimates and judgemen_2
Use of estimates and judgements - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Use of estimates and judgements | ||
Use of estimates and judgements | 3 Use of estimates and judgements In preparing the Consolidated and Combined Carve-out Financial Statements, Management has made judgements and estimates that affect the application of Company´ accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Those estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances. Revisions to estimates are recognized prospectively. 3.1 Judgements a. Determination of the lease period The Company has lease contracts where it acts as lessee and it is related to warehousing, equipment and computers used to learning systems and education solutions. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be exercised (or not terminated). For leases of warehouses, equipment or even computer used in education solutions, the following factors are normally the most relevant: If there are significant penalties for termination (or not to extend), the Company is reasonably certain to extend (or not terminate) the lease. If there are any leasehold improvements with significant residual balances, the Company is reasonably certain to extend (or not terminate) the lease. Also, the Company considers other factors including past practices related to the use of specific categories of assets (leased or owned assets) as well as the historical length of the leases and the costs and business disruptions required to replace the leased asset. See Note 16 3.2 Assumptions and estimation uncertainties a. Deferred Income tax and social contribution The liability method is used to account for deferred income tax and social contribution in respect of temporary differences between the carrying amount of assets and liabilities and the related tax bases. The amount of deferred tax assets is reviewed at the end of each reporting period and reduced for the amount that is no longer probable to be realized through future taxable income. The estimates of the availability of future taxable income against which deductible temporary differences and tax losses may be used to reduce income taxes expenses, therefore, deferred tax assets are subject to significant judgement. Additionally, future taxable income may be higher or lower than the estimates considered in determining the deferred tax assets. See Note 22 b. Provision for risks of tax, civil and labor losses The Company is a party to judicial and administrative proceedings. It accounts for provisions for all judicial proceedings whose likelihood of loss is probable. The assessment of the likelihood of a loss and the estimate of probable disbursements by the Company, in connection of such losses, include the evaluation of available evidence as well the opinion of internal and external legal advisors. See Note 21 c. Impairment losses on trade receivables The expected credit losses (“ECL”) for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s historical collection information, existing market conditions, as well as forward looking estimates at the end of each reporting period. Due to the risk caused by market conditions resulting from the COVID- 19 10 d. Provision for inventory obsolescence When estimating its provision for inventory obsolescence, the Company applies relevant assumptions to determine the level of inventory obsolescence, from editorial information (aging analysis) to commercial imputs regarding prospective sales. All those assumptions depend on the level of regular assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in the inventory. See Note 11 e. Impairment of Goodwill The Company annually tests goodwill for impairment based on the recoverable amounts of Cash Generating Units (CGUs), determined based on estimated value-in-use calculations. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for a foreseeable future and it do not include restructuring activities to which the Company has not yet committed or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the Discounted Cash Flow (DCF) model as well as to expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill recognized by the Company. The scenario analysis became more challengeable in period of uncertainties regarding the economic environment caused by COVID- 19 13 f. Rights to Returned Goods and Refund Liabilities Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allows product returns (generally for period of four 17 The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. See Note 11 The judgments over this estimate are critical once the historical demand is harmed by macroeconomic effects such as the demand curve caused by COVID- 19 g. Restricted share units and its basis of measurement The Company has restricted share units and in July 2020, increased the participation of eligible persons in the creation of value and profitability for the Company by providing such persons with an opportunity to obtain restricted share units and thus provide an increased incentive for eligible persons to make significant and extraordinary contributions to the long-term performance and growth of the Company. This plan is named as Long-Term Compensation plan- “ILP”. This plan is incurred during a vesting period, when the Company will pay a fixed number of shares based on a fixed price (determined on the grant date) during the vesting period of five 23 h. Fair value measurements and valuation processes In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 2 3 The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one 7 Fair value measurement assumptions are also used for determination of expenses with Share-based Compensation, which are disclosed in Note 23 | |
Vasta Platform (Successor) | ||
Use of estimates and judgements | ||
Use of estimates and judgements | 3 Use of estimates and judgements In preparing these combined carve-out financial statements, Management has made judgements and estimates that affect the application of Business´ accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Those estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances. Revisions to estimates are recognized prospectively. a. Judgements The following notes present the significant judgements that Management has made in the process of applying the Business accounting policies and that have the most significant effect on the amounts recognized in these combined carve-out financial statements. • Note 2 • Note 5 • Note 5 22 • Note 4 b. Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities in the next financial year is included in the following notes: • Deferred taxes (Note 21 The liability method (as described in IAS 12 The amount of deferred tax assets is reviewed at the end of each reporting period and reduced for the amount that is no longer probable to be realized through future taxable profits. The estimates of the availability of future taxable income against which deductible temporary differences and tax losses may be used to realize deferred tax assets is subject to significant judgement. Additionally, future taxable profits may be higher or lower than the estimates considered in determining the deferred tax assets. • Provision for risks of tax, civil and labor losses (Note 20 The Business is party to a number of judicial and administrative proceedings. It accounts for provisions for all judicial proceedings whose likelihood of loss is probable. The assessment of the likelihood of a loss and the estimate of probable disbursement by the Business, in connection of such losses, includes the evaluation of available evidence, including the advice of internal and external legal advisors. Management believes that provisions are sufficient and are correctly presented in the combined carve-out financial statements. • Impairment losses on trade receivables (Note 9 When measuring Estimated Credit Losses (“ECL”) the Business uses reasonable and supportable forward looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other. The Business carries out analyses of trade receivables, considering the risks involved, and records a provision to cover future estimated losses. The Business always measures its impairment losses on trade receivables at an amount equal to lifetime ECL estimated using a provision matrix on a monthly basis. This matrix is prepared by analyzing the receivables established each month (in the 12 The gross carrying amount of trade receivables is written off when the Business 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 are recognized directly in results upon collection • Provision for inventory obsolescence (Note 10 When estimating its provision for inventory obsolescence, the Business uses an aging analysis consistent with its business model, assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in stock. • Impairment (Note 12 The Business tests annually goodwill for impairment based on the recoverable amounts of Cash-generating Units (CGUs), that have been determined based on estimated value-in-use calculations. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for the next eight 12 • Rights to Returned Goods and Refund Liabilities (Note 10 16 Pursuant to the terms of the contracts with some customers, they are required to provide the Business with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Business to start the delivery of its products. Since the contracts allows product returns (generally for period of four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recovered goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Business reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. • Fair value measurements and valuation processes In estimating the fair value of an asset or a liability, the Business uses market-observable data to the extent it is available. Where Level 1 2 3 The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one 2 Fair value measurement assumptions are also used for determination of expenses with Share-based Compensation, which are disclosed in note 21 |
New standards and interpretatio
New standards and interpretations - Vasta Platform (Successor) | 12 Months Ended |
Dec. 31, 2019 | |
Vasta Platform (Successor) | |
New standards and interpretations | |
New standards and interpretations | 4 New standards and interpretations New standards issued by the IASB are effective for the year commencing on January 1, 2019. a. IFRS 16 This standard introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low-value items. IFRS 16 17 4 15 27 Upon adoption of IFRS 16 a) Recognition of right-of-use assets and lease liabilities in the combined carve-out statement of financial position initially measured at present value of the future minimum lease payments; b) Recognition of depreciation expenses of right-of-use assets and interest expense on lease liabilities in the combined carve-out statement of profit or loss and other comprehensive income; and c) Separation of the total amount of cash paid on these transactions between principal (presented within financing activities) and interest (presented in operating activities) in the combined carve-out statement of cash flow. The effect of adoption IFRS 16 The Business applied the new standard by choosing the modified retrospective approach with the cumulative effect recognized at the date of initial application within “Parent’s net investment” and did not restate comparative amounts for the year prior to first adoption. Right-of-use assets for property leases were measured on transition as if the new rules had always been applied but discounted using the lessee’s incremental borrowing rate at the date of initial application. All other right-of-use assets were measured at the amount of the lease liability on adoption (adjusted for any prepaid or accrued lease expenses). In the transition process, the Business chose to not use the practical expedient that allows not to reevaluate whether a contract is or contains a lease. That means, Business’s Management identified all contracts entered before January 1, 2019 and assessed whether they contain leases according to the new accounting rules established by IFRS 16 As permitted, short-term leases (lease term of 12 The Business also applied the available transition practical expedients wherein it: • Use of a single discount rate for each rental portfolio with reasonably similar characteristics, in this sense, the incremental borrowing rate, measured on January 1, 2019, applicable to each of the leased asset portfolios, was obtained. Through this methodology, the Business obtained a weighted average rate of 9.67 • Applied the short-term leases exemptions to leases with lease term that ends within 12 • Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application; • Used hindsight in determining the lease term where the contract contains options to extend or terminate the lease; • The Business did not separate non-lease components from contracts that also have lease components. As a result of the above facts, the Business recognized the following amounts in the opening balances of its financial position: December 31, 2018 Opening Balance adjustments January 1, 2019 Non-current assets Property, plant and equipment 58,306 150,311 208,617 Deferred Income Tax and Social Contribution — 3,278 3,278 58,306 153,589 211,895 Current liabilities Lease Liabilities — 13,274 13,274 Non-current liabilities Lease Liabilities — 140,598 140,598 — 153,872 153,872 Parent’s net investment 3,268,501 ( 283 ) 3,268,218 Additionally, the table below summarizes the accounting impacts of the adoption of this new accounting standard on the combined carve-out statement of profit or loss and other comprehensive income for the year ended on December 31, 2019: December 31, 2019 Depreciation 19,560 Financial Expenses ( 16,312 ) Deferred income tax and social contribution ( 2,167 ) Lease Liabilities presented above are related to the commitment balances presented in Note 26 The lease liabilities as at January 1, 2019 can be reconciled to the operating lease commitments as of December 31, 2018 as follows: Operating lease commitments as at December 31, 2018, according to IAS 17 239,144 Extension option reasonably certain to be exercised 43,096 Short-term leases exeptions ( 4,317 Discounted using the incremental borrowing rate at January 1, 2019 ( 124,051 153,872 a. Summary of new accounting policies Set out below are the new accounting policies of the Business upon adoption of IFRS 16 (i) Right-of-use assets The Business recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life or the lease term, as the majority of the Business’ leases are related to property leases. (ii) Lease liabilities At the commencement date of the lease, the Business recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Business and payments of penalties for terminating a lease, if the lease term reflects the Business exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Business uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The accounting amount of the lease liabilities is remeasured if there is a change in the term of the lease, a change in fixed lease payments or a change in valuation to purchase the right-of-use asset. (iii) Short-term leases and leases of low-value assets The Business applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 (iv) Determining the lease term of contracts with renewal options The Business determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if reasonably certain to be exercised. The Business has the option, under some of its leases to lease the assets for additional terms. The Business applies judgment in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Business reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). b. IFRIC 23 On June 7, 2017, the IFRS Interpretations Committee (IFRS IC) issued IFRIC 23 12 23 IFRIC 23 • determine whether uncertain tax positions are assessed separately or as a group; and • assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an entity in its income tax filings: • If yes, the entity should determine its accounting tax position consistently with the tax treatment used or planned to be used in its income tax filings. • If no, the entity should reflect the effect of uncertainty in determining its accounting tax position. This interpretation did not have a material impact on the Business’ combined carve-out financial statements. c. Standards issued but not yet effective A number of new standards are effective annual periods beginning after 1 January 2019 and earlier application is permitted, however, the Business has not early adopted the new or amended standards in preparing these combined carve-out financial statements. The following amended standards and interpretations are not expected to have a significant impact on the Business’s combined carve-out financial statements. — Amendments to References to Conceptual Framework in IFRS Standards — Definition a Business (amendments to IFRS 3 — Definition of Material (amendments to IAS 1 8 |
Significant accounting policies
Significant accounting policies - Vasta Platform (Successor) | 12 Months Ended |
Dec. 31, 2019 | |
Vasta Platform (Successor) | |
Significant accounting policies | |
Significant accounting policies | 5 Significant accounting policies The significant accounting policies applied in the preparation of these combined carve-out financial statements are presented below. These policies have been consistently applied in the periods presented herein. a. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly-liquid short-term investments that are readily convertible into a known amount of cash and are subject to immaterial risk of change in value. b. Financial Assets and Liabilities i. Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way how the Business manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, through the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: • The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; • how the performance of the portfolio is evaluated and reported to the Business’ management; • risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed; • how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or in contractual cash flows obtained; and • the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset at initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated to the outstanding principal value during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Business considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. It includes evaluating whether the financial asset contains a contractual term that could change the time or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Business considers the following: • contingent events that change the amount or timing of cash flows; • terms that may adjust the contractual rate, including variable rates; • the prepayment and the extension of the term; and • the terms that limit the access of the Business to cash flows of specific assets (for example, based on the performance of an asset). Due to their natures, for the year ended on December 31, 2019 and period from October 11 to December 31, 2018, Business’ financial assets are classified as “measured at amortized cost”. Financial assets are not reclassified after initial recognition, unless the Business changes the business model for the management of financial assets, in which case all affected financial assets are reclassified on the first day of the reporting period subsequent to the change in the business model. Financial liabilities are classified as measured as amortized cost or at FVTPL. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such in initial recognition. Due to their natures, for the year ended on December 31, 2019 and period from October 11 to December 31, 2018, Business’ financial liabilities are classified as “measured at amortized cost”. ii. Initial Recognition and Subsequent Measurement Trade receivable are initially recognized on the date that they were originated. All other financial assets and liabilities are initially recognized when the Business becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the combined carve-out statement of profit or loss and other comprehensive income. Financial assets are derecognized when the rights to receive cash flows have expired or have been transferred and the Business has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the “Financial assets at fair value through profit or loss”, as well as interest income accrued over “Assets measured at amortized cost”, are presented in the combined carve-out statement of profit or loss and other comprehensive income within “Finance income” in the period in which they arise. The Business derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Business also derecognizes a financial liability when terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the combined carve-out statement of profit or loss and other comprehensive income. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the combined carve-out statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Business or the counterparty. iv. Impairment of financial assets The Business assesses on a prospective basis the expected credit losses (“ECL”) associated with its financial assets instruments carried at amortized cost, with accruals and reversals recorded in the combined carve-out statement of profit or loss and other comprehensive income. ECLs are based on the difference between the contractual cash flows due in accordance with the contract terms and all the cash flows that the Business expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk, where: • expected credit losses are calculated for the next 12 12 12 12 • In the event of a significant increase in credit risk, expected lifetime credit losses are recorded as per the expected credit losses that result from all possible default events over the expected life of the financial instrument. For trade receivables, the Business applied the simplified approach of the standard and calculated impairment losses based on lifetime expected credit losses as from their initial recognition, as described in Note 9 c. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted moving average method. The cost of finished goods and work in process comprises third parties printing costs, raw materials and editorial costs (e.g. design costs, direct labor, other direct costs and related production overheads). Editorial costs incurred during the development phase of a new product are presented within inventories as “Work in Process”, once materials are substantially reviewed on a yearly basis. After the commercialization begins, any subsequent costs incurred is recognized within the combined carve-out statement of profit or loss and other comprehensive income as “costs of goods sold and services”, according to the accrual period on which the services are rendered. The Business records provisions for losses on products and slow-moving items using an aging analysis consistent with its business model, assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in stock. If losses are no longer expected, the provision is reversed. Management periodically evaluates whether the obsolete inventories need to be destroyed. The Business also records its right to returned goods assets within its inventories. See note 3 d. Property, Plant and Equipment Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Business, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to the combined carve-out statement of profit or loss and other comprehensive income during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, Buildings and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 Land (for finance leasings) 10 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the combined carve-out statement of profit or loss and other comprehensive income when control of the asset is transferred. e. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Business reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. f. Intangible Assets and Goodwill The Business’ intangible assets are mostly comprised of software; trademarks; contractual portfolio and goodwill. Those items are further described below: a. Goodwill Goodwill is initially recognised and measured as set out in note 5 Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to the cash-generating unit expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, at the end of each fiscal year, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. b. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria (e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets are amortized on the straight-line method over their estimated useful lives, not greater than 5 c. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 30 d. Contractual portfolio Contractual portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relations have an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship ( 12 13 g. Copyrights The business accounts for different copyrights agreements as follows: i. Copyrights are paid to the authors of the content included within the textbooks produced by the Business and are calculated based on agreed upon percentages of revenue or cash inflows related to the books sold, as defined in each contract. Payments are made on a monthly, quarterly, semi-annually, annually or hybrid basis. For these contracts the authors maintain the legal title of the copyrights. These copyrights are charged to the combined carve-out statement of profit or loss and other comprehensive income on an accrual basis when the products are sold. ii. In some instances where the authors maintain the legal title of the copyrights, contracts require the anticipation of part of the payment or even the full downpayment of forecasted sales before the authors start the production of the content. In such cases, copyrights are recognized as a “Prepayments” in the combined carve-out statement of financial position and charged to the combined carve-out statement of profit or loss and other comprehensive income when the books are sold based on the related sales forecast. The business reviews regularly the forecast sales to determine if an impairment is required. iii. When the Business purchases permanently the legal title of the copyright from the authors, the amounts are capitalized within “Intangible Assets and Goodwill” as “Other intangible assets” and are amortized on the straight-line method over their estimated useful lives, not greater than 3 h. Impairment of non-financial assets. Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units - CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following an impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in the combined carve-out statement of profit or loss and other comprehensive income is not reversed. i. Suppliers (including Reverse Factoring) Suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method. Some of the Business’ domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Business to financial institutions without right of recourse, in a transactions characterized as “Reverse Factoring”. The Business imputed interest over the payment term at a rate that is commensurate with its own credit risk which are subsequently recorded as finance cost using the effective interest rate method. The effects of Reverse Factoring on the combined carve-out statement of cash flows are recognized within “Cash flow from operating activities”. j. Leases Assets held under finance leases are recognized as property, plant and equipment at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The depreciation policy for depreciable leased assets is consistent with that for depreciable assets that are owned, unless there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term, and thus the asset is depreciated over the shorter of the lease term and its useful life. The corresponding liability to the lessor is included in the combined carve-out statement of financial position within “Bonds and Financing”. Lease payments are apportioned between finance expenses and reduction of the lease obligation to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses incurred are recognized in the combined carve-out statement of profit or loss and other comprehensive income. Rentals payable under operating leases are charged to the combined carve-out statement of profit or loss and other comprehensive income on a straight-line basis over the term of the relevant lease. k. Provision for risks of Tax, Civil and Labor losses The provisions for risks related to lawsuits and administrative proceedings involving tax, civil and labor matters are recognized when (i) the Business has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. The likelihood of loss of judicial/administrative proceedings in which it is a party as a defendant is assessed by Management on the probable outcome of lawsuits on the reporting dates. Provisions are recorded in an amount the Business believes it is sufficient to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized within general and administrative expenses when incurred. l. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated based on pre-tax profit. The IRPJ and CSLL are calculated based on the nominal statutory rates of 25 9 Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. m. Employee Benefits The Business has the following employee benefits: a. Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Business has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Business also provides its commercial team with commissions calculated considering existing sales and revenue targets that are reviewed periodically. These values are accrued within “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being done twice a year (January and June). Since commissions are paid based on the annual sales of each contract, the Business elected to use the practical expedient to expense the costs as incurred. b. Pension Contributions The Business’ pension contributions are associated with defined contribution schemes. Once the contributions have been made, the Business has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred (i.e. have rendered service entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses. c. Share-based Payments As a form of incentive to boost performance and assure continuing relationships with the officers and/or employees of the Business, they have been included in the share-based compensation (in the form of Restricted Stock Units, or “RSU”) programs of Cogna. This Parent Entity is sole responsible for the settlement of vested shares and thus, Business’ employment expenses related to these shared-based plans are recognized with a corresponding entry as a contribution within “Parent´s Net Investment”. The fair value of options granted is recognized as an expense during the period in which the right accrues, i.e., the period during which specific vesting conditions must be met. The total amount to be recognized is determined: • Share Options: a Binominal model is used for the calculation of its fair value. For previous grants, however, fair value was calculated under the Black - Scholes model. • Restricted shares: fair value is calculated by reference to the fair value of the granted shares (at the market price at grant date), excluding the impact of any non-market service and performance-based vesting conditions (e.g., profitability, capital increase targets). Non-market vesting conditions are included in the assumptions about the number of shares to be vested. At each date of reporting, the Business revises the estimated number of options which will vest based on the established conditions. The impact of the revision of the initial estimates, if any, is recognized in the combined carve-out statement of profit or loss and other comprehensive income on a prospective basis. Social contributions payable in connection with the grant of shares are considered an integral part of the grant itself. n. Revenue Recognition The Business generates most of its revenue through the sale of textbooks (“publishing” when sold as standlone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transaction or term contracts with an average period from three five Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when it delivers the content in printed and digital format. Since the acquisition of Livro Fácil in December 2017, the Business also sells its products directly to students and parents through its e-commerce platform. Since the Business obtains control of the goods sold before they are transferred to its customers, the Business assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Business is entitled in exchange for the specified goods transferred. Due to the nature of the Business’ operations, sale of printed and digital textbooks and learning systems is not subjected to the payment of the social integration program tax (Programa de Integração Social, or PIS) and the social contribution on revenues tax (Contribuição para o Financiamento da Seguridade Social, or COFINS). These sales are also exempt from the Brazilian municipal taxes and from the Brazilian value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or ICMS). Pursuant to the terms of the contracts with some customers, they are required to provide the Business with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Business to start the delivery of its products. Since the contracts allows product returns (generally for period of four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recovered goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Business reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. The Business also provides other types of complementary educational solutions, preparatory course for university admission exams, digital services and other services to private schools, such as: teacher training, educators and parenting support, extracurricular educational content and other services related to the management of private schools. Each complementary educational service, digital service and other are deemed to be separate performance obligations. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Business believes this is an appropriate measure of progress toward satisfaction of performance obligations as this measure most accurately the consideration to which the Business expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation is recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. These services revenue is subject to PIS and COFINS under the non-cumulative tax regime (with a nominal statutory rate of 9.25 5 o. Fair Value Measurement Fair value is the price that would be received upon the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date, on the primary market or, in the absence thereof, on the most advantageous market to which the Business has access on such date. The fair value of a liability reflects its risk of non-performance, which includes, among others, the Business’ own credit risk. If there is no price quoted on an active market, the Business uses valuation techniques that maximize the use of relevant observable data and minimize the use of unobservable data. The chosen valuation technique incorporates all the factors market participants would take into account when pricing a transaction. If an asset or a liability measured at fair value has a purchase and a selling price, the Business measures the assets based on purchase prices and liabilities based on selling prices. A market is considered as active if the transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The best evidence of the fair value of a financial instrument upon initial recognition is usually the transaction price - i.e., the fair value of the consideration given or received. If the Business determines that the fair value upon initial recognition differs from the transaction price and the fair value is not evidenced by either a price quoted on an active market for an identical asset or liability or based on a valuation technique for which any non-observable data are judged to be insignificant in relation to measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value upon initial recognition and the transaction price. This difference is subsequently recognized in the combined carve-out statement of profit or loss and other comprehensive income on an appropriate basis over the life of the instrument, or until such time when its valuation is fully supported by observable market data or the transaction is closed, whichever comes first. To provide an indication about the reliability of the inputs used in determining fair value, the Business has classified its financial instruments according the judgements and estimates of the observable data as much as possible. The fair value hierarchy are based on the degree to which the fair value is observable used in the valuation techniques as follows: • Level 1 • Level 2 1 • Level 3 |
Financial Risk Management - Vas
Financial Risk Management - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Risk Management | ||
Financial Risk Management | 6 Financial Risk Management The Company has a risk management policy for regular monitoring and managing the nature and overall position of financial risks and to assess its financial results and impacts on its cash flows. Counterparty credit limits are also periodically reviewed or whenever the Company identifies significant changes in financial risk. The economic and financial risks reflect the behavior of macroeconomic variables such as interest rates as well as other characteristics of the financial instruments maintained by the Company. These risks are managed through control and monitoring policies, specific strategies and limits. The Company maintained its approach and strong cash and marketable securities position, as well as its treasury policy, during the crisis caused by the COVID- 19 a. Financial risk factors The Company’s activities expose it to certain financial risks mainly related to market risk, credit risk and liquidity risk. Management and Group’s Board of Directors monitors such risks in line with their capital management policy objectives. This Note presents information on the Company’s exposure to each of the risks above, the objectives of the Company, measurement policies, and the Company’s risk and capital management process. The Company has no derivative transactions. a. Market risk - cash flow interest rate risk This risk arises from the possibility of the Company incurring losses because of interest rate fluctuations that increase finance costs related to financing and bonds raised in the market and obligations for acquisitions from third parties payable in installments. The Company continuously monitors market interest rates in order to assess the need to contract financial instruments to hedge against volatility of these rates. Additionally, financial assets also indexed to the CDI (daily average of overnight interbank loan) and IPCA (broad consumer price index) partially mitigate any interest rate exposures. Interest rates contracted are as follows: December 31, 2020 December 31, 2019 Interest rate Bonds Private Bonds – 5 1 14 100,892 101,802 CDI + 1.15 Private Bonds – 5 2 14 102,868 101,765 CDI + 1.00 Private Bonds – 6 1 14 - 305,368 CDI + 0.90 Private Bonds – 6 2 14 206,733 204,047 CDI + 1.70 Private Bonds – 7 14 381,850 814,086 CDI + 1.15 Private Bonds – 8 14 - 113,879 CDI + 1.00 Financing and Lease Liabilities - Mind Makers (Note 14 998 - TJPLP + 5 Lease Liabilities (Note 16 173,103 153,714 IPCA Accounts Payable for Business Combination (Note 18 48,055 10,941 100 Loans from related parties (Note 20 20,884 29,192 CDI + 3.57 1,035,383 1,834,794 b. Credit risk Credit risk arises from the potential default of a counterparty to 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 10 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 (Note 8 9 To mitigate risks associated with trade receivables, the Company adopts sales policy and 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 characteristic. Furthermore, the Company reviews the recoverable amount of its trade receivables at the end of each reporting period to ensure that adequate credit losses are recorded (Note 10 The Company limits its exposure to credit risks associated with financial instruments, bank deposits and financial investments by making its investments in financial institutions for which credit risk is monitored, according to limits previously established in the Company’ policy. When necessary, appropriate provisions are recognized to cover this risk. c. Liquidity risk Covid 19 In order to cover possible liquidity deficiencies or mismatches between cash and cash equivalents and short-term debt and financial obligations, the Company continues to operate in the finance markets with transactions such as reverse factoring as long as this credit line is offered by banks and accepted by Company suppliers. See note 6 This is the risk of the Company not having enough funds and or bank credit limits to meet its short-term financial commitments, due to mismatching terms in expected receipts and payments. The Company continuously monitors its cash balance and the indebtedness level and implemented measures to allow access to the capital markets, when necessary. It also endeavors to assure they remain within existing credit limits. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets, liabilities and takes into consideration its debt financing plans, covenant compliance, internal liquidity targets and, if applicable, regulatory requirements. Cash surplus generated by the Company is handled in short-term deposits being those investments composed by enough liquidity providing to the Company the appropriate undertake with going concern presumption. The table below presents the maturity of the Company’s financial liabilities. Financial liabilities by maturity ranges December 31, 2020 Less than one Between one two Over two Total Bonds (Note 14 502,882 290,459 - 793,341 Lease Liabilities (Note 16 18,263 30,968 123,872 173,103 Accounts Payable for business combination (Note 18 17,132 13,811 17,112 48,055 Suppliers (Note 15 168,941 - - 168,941 Reverse Factoring (Note 15 110,513 - - 110,513 Other liabilities - related parties (Note 20 135,307 - - 135,307 Loans from related parties (Note 20 20,884 - - 20,884 973,922 335,238 140,984 1,450,144 Financial liabilities by maturity ranges The table below reflects the estimated interest rate based on CDI for 12 2,76 : December 31, 2020 Less than one Between one two Over two Total Bonds 520,699 300,750 - 821,449 Lease Liabilities 18,836 31,940 127,762 178,538 Accounts Payable for business combination 17,739 14,300 17,718 49,758 Suppliers 168,941 - - 168,941 Reverse Factoring 117,796 - - 117,796 Other liabilities - related parties 135,307 - - 135,307 Loans from related parties 21,667 - - 21,667 1,000,986 346,991 145,480 1,493,457 On December 31, 2020, the Company had positive working capital of R$ 503,984 326,550 Capital management The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure of the Company, management can make, or may propose to the shareholders when their approval is required, adjustments to the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce, for example, debt. The Company monitors capital on the basis of the gearing ratio. This ratio corresponds to the net debt expressed as a percentage of total capitalization. Net debt comprises financial liabilities less cash and cash equivalents. Total capitalization is calculated as equity as shown in the consolidated balance sheet plus net debt. The Company’s main capital management objectives are to safeguard its ability to continue as a going concern, optimize returns, allow consistency of operations to other stakeholders and to maintain an optimal capital structure reducing financial costs and maximizing the returns. In addition, the Company monitors adequate financial leverage, and to mitigate risks that may affect the availability of capital in Company development. As a result of the IPO, see Note 2 19 December 31, 2020 December 31, 2019 Net debt (i) 970,047 2,141,214 Total equity 4,785,317 3,100,083 Total capitalization (ii) 3,815,270 958,869 Gearing ratio - % - (iii) 25 % 223 % (i) Net debt comprises financial liabilities (note 7 (ii) Refers to the difference between Equity and Net debt. (iii) The Gearing Ratio is calculated based on Net Debt/Total Capitalization. Sensitivity analysis The following table presents the sensitivity analysis of potential losses from financial instruments, according to the assessment of relevant market risks made by Management and presented above. A probable scenario over a 12 2,76 3 Two 25 50 Index - % per year Balance as of Base scenario Scenario I Scenario II Financial Assets 101.7 300,147 8,418 10,523 12,627 Marketable Securities 104 491,102 13,774 17,217 20,661 791,249 22,192 27,740 33,288 Accounts Payable for Business Combination 100 ( 48,055 ( 1,325 ( 1,657 ( 1,988 Loans from related parties CDI + 3.57 ( 20,884 ( 1,321 ( 1,465 ( 1,609 Bonds CDI + 1.15 ( 793,341 ( 31,002 ( 36,472 ( 41,942 ( 862,280 ( 33,648 ( 39,594 ( 45,539 Net exposure ( 71,031 ( 11,456 ( 11,854 ( 12,251 Interest Rate -% p.a - - 2.76 3.45 4.14 - - - 25 50 | |
Vasta Platform (Successor) | ||
Financial Risk Management | ||
Financial Risk Management | 6 Financial Risk Management The Business has a risk management policy for regular monitoring and management of the nature and overall position of financial risks and to assess its financial results and impacts to the Business’ cash flows. Counterparty credit limits are also periodically reviewed. The economic and financial risks mainly reflect the behavior of macroeconomic variables such interest rates as well as other characteristics of the financial instruments maintained by the Business. These risks are managed through control and monitoring policies, specific strategies and limits. a. Financial risk factors The Business’ activities expose it to certain financial risks mainly related to market risk, credit risk and liquidity risk. Management and Cogna Group’s Board of Directors monitor such risks in line with the capital management policy objectives. This note presents information on the Business’ exposure to each of the risks above, the objectives of the Business, measurement policies, and the Business’s risk and capital management process. The Business has no derivative transactions. a. Market risk - cash flow interest rate risk This risk arises from the possibility of the Business incurring losses because of interest rate fluctuations that increase finance costs related to financing and bonds raised in the market and obligations for acquisitions from third parties payable in installments. The Business continuously monitors market interest rates in order to assess the need to contract financial instruments to hedge against volatility of these rates, additionally financial assets also indexed to the CDI (daily average of overnight interbank loan) and IPCA (borad consume price index) partially mitigate any interest rate exposures. Interest rates contracted are as follows: At December 31, 2019 At December 31, 2018 Interest rate Bonds Private Bonds – 4 — 613,001 CDI + 0,90 Private Bonds – 4 — 204,334 CDI + 1,70 Private Bonds – 5 101,802 821,221 CDI + 1,15 Private Bonds – 5 101,765 — CDI + 1,00 Private Bonds – 6 305,368 — CDI + 0,90 Private Bonds – 6 204,047 — CDI + 1,70 Private Bonds – 7 814,086 — CDI + 1,15 Private Bonds – 8 113,879 — CDI + 1,00 Financing and Lease Liabilities 153,714 19,911 IPCA Accounts Payable for Business Combination 10,941 10,708 100 Total 1,805,602 1,669,175 b. Credit risk Credit risk arises from the potential default of a counterparty to an agreement or financial instrument, resulting in financial loss. The Business is exposed to credit risk in its operating activities (mainly in connection with trade receivables) and financial activities, including deposits with banks and other financial institutions and other financial instruments contracted. To mitigate risks associated with trade receivables, the Business adopts a sales policy and analysis of the financial and equity situation of its counterparties. The sales policy is directly associated with the level of credit risk the Business is willing to subject itself to 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 Business does not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristic. Furthermore, the Business reviews the recoverable amount of its trade receivables at the end of each reporting period to ensure that adequate impairment losses are recorded (note 9 The Business limits its exposure to credit risks associated to financial instruments, bank deposits and financial investments by making its investments in financial institutions for which credit risk is monitored, according to limits previously established in the Business´ policy. When necessary, appropriate provisions are recognized to cover this risk. c. Liquidity risk This is the risk of the Business not having sufficient funds and or bank credit limits to meet its short-term financial commitments, due to the mismatch of terms in expected receipts and payments. The Business continuously monitors its cash balance and the indebtedness level and implements measures to allow access to the capital markets, when necessary. It also endeavors to assure they remain within existing credit limits. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets, liabilities and takes into consideration its debt financing plans, covenant compliance, internal liquidity targets and, if applicable, regulatory requirements. Surplus cash generated by the Business is managed on a Cogna Group basis. The Cogna Group’s Treasury invests surplus cash in short-term deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide the Business with appropriate funds allowing it to continue as a going concern. The Business’ main financial liabilities refer to financing, related parties bonds and suppliers (including Reverse Factoring). In 2019 13 1,535 The table below presents the maturity of the Business´ financial liabilities. Financial liabilities by maturity ranges At December 31, 2019 Less than one Between one and two Over two Total Bonds 440,947 1,200,000 — 1,640,947 Lease Liabilities 7,101 29,323 117,290 153,714 Accounts Payable for business combination 1,772 1,030 8,139 10,941 Suppliers 128,728 — — 128,728 Reverse Factoring 94,930 — — 94,930 Suppliers - related Parties 207,174 — — 207,174 Other liabilities - related parties 49,244 — — 49,244 Loans from related parties 29,192 — — 29,192 959,088 1,230,353 125,429 2,314,870 Financial liabilities by maturity ranges The table below reflects the estimated amounts payable of principal and interest based on undiscounted contractual amounts and, therefore, do not reflect the financial position presented as of December 31, 2019. At December 31, 2019 Less than one Between one and two Over two Total Bonds 467,227 1,271,519 — 1,738,746 Lease Liabilities 7,357 30,379 121,512 159,248 Accounts Payable for business combination 1,878 1,091 8,624 11,593 Suppliers 128,728 — — 128,728 Reverse Factoring 101,186 — — 101,186 Suppliers - related parties 222,090 — — 222,090 Other liabilities - related parties 49,244 — — 49,244 Loans from related parties 29,192 — — 29,192 1,006,901 1,302,989 130,137 2,440,027 As of December 31, 2019, the Business had negative working capital of R$ 326,550 236,643 28 Capital management The Business’ main capital management objectives are to safeguard its ability to continue as a going concern, optimize returns, allow consistency of operations to other stakeholders and to maintain an optimal capital structure reducing financial costs and maximizing the returns. No changes were made in the objectives, policies or processes for managing capital during the year as of December 31, 2019. b. Sensitivity analysis The following table presents the sensitivity analysis of potential losses from financial instruments, according to the assessment of relevant market risks made by Management and presented above. A probable scenario over a 12 5.96 3 Two 25 50 Index - % per year Balance as Of December 31, 2019 Base scenario Scenario I Scenario II Financial Assets 101,7 42,539 2,578 3,223 3,868 Accounts Payable for Business Combination 100 ( 10,941 ) ( 652 ) ( 815 ) ( 978 ) Bonds CDI + 1,15 ( 1,640,947 ) ( 116,670 ) ( 145,837 ) ( 175,005 ) ( 1,651,888 ) ( 117,322 ) ( 146,652 ) ( 175,983 ) Net exposure ( 1,609,349 ) ( 114,744 ) ( 143,429 ) ( 172,115 ) (i) In accordance with the CDI reference rates of the B 3 |
Financial Instruments by Cate_2
Financial Instruments by Category - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Instruments by Category | ||
Financial Instruments by Category | 7 Financial Instruments by Category The Business holds the following financial instruments: Fair Value Hierarchy December 31, 2020 December 31, 2019 Assets - Amortized cost Cash and cash equivalents 1 311,156 43,287 Marketable securities 1 491,102 - Trade receivables 2 492,234 388,847 Other receivables 2 124 1,735 Related parties – other receivables 2 2,070 39,946 1,296,686 473,815 Liabilities - Amortized cost Bonds and financing 2 793,341 1,640,947 Lease liabilities 2 173,103 153,714 Reverse Factoring 2 110,513 94,930 Suppliers -related Parties 2 - 207,174 Accounts payable for business combination 2 48,055 10,941 Other liabilities - related parties 2 135,307 47,603 Loans from related parties 2 20,884 29,192 1,281,203 2,184,501 The Company’s financial instruments as of December 31, 2020 and December 31, 2019 are recorded in the Consolidated Balance Sheets at amounts that are consistent with their fair values. The fair value of financial assets and liabilities was determined based on available market information and appropriate valuation methodologies for each case. However, significant judgment is required to interpret market data and produce the most appropriate estimates of realizable values, Consequently, the estimates of fair value do not necessarily indicate the amounts that could be realized in the current market. The use of different market inputs and/or valuation methodologies could have a material impact on the estimated fair value. | |
Vasta Platform (Successor) | ||
Financial Instruments by Category | ||
Financial Instruments by Category | 7 Financial Instruments by Category The Business holds the following financial instruments: Fair Value Hierarchy As of December 31, 2019 As of December 31, 2018 Assets - Amortized cost Cash and cash equivalents 1 43,287 102,231 Trade receivables 2 388,847 319,758 Other receivables 2 1,735 9,326 Related parties - other receivables 2 38,141 — 472,010 431,315 Liabilities - Amortized cost Bonds and financing 2 1,640,947 1,638,556 Lease liabilities 2 153,714 19,911 Reverse Factoring 2 94,930 113,002 Suppliers - related Parties 2 207,174 230,816 Account payables for business combination 2 10,941 10,708 Other liabilities - related parties 2 49,244 — Loans from related parties 2 29,192 — 2,186,142 2,012,993 The Business’ financial instruments as of December 31, 2019 and 2018 The fair value of financial assets and liabilities was determined based on available market information and appropriate valuation methodologies for each case. However, significant judgment is required to interpret market data and produce the most appropriate estimates of realizable values. Consequently, the estimates of fair value do not necessarily indicate the amounts that could be realized in the current market. The use of different market inputs and/or valuation methodologies could have a material impact on the estimated fair value. |
Cash and cash equivalents - Vas
Cash and cash equivalents - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash and cash equivalents | ||
Cash and cash equivalents | 8 Cash and cash equivalents a. Composition The balance of this account comprises the following amounts: December 31, 2020 December 31, 2019 Cash 13 32 Bank account 10,996 716 Financial investments (i) 300,147 42,539 311,156 43,287 (i) The Company invests in a 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 101.7 101.68 | |
Vasta Platform (Successor) | ||
Cash and cash equivalents | ||
Cash and cash equivalents | 8 Cash and Cash Equivalents The balance of this account is comprised by the following amounts: As of December 31, 2019 As of December 31, 2018 Cash 33 36 Bank account 716 1,516 Financial investments (i) 42,539 100,679 43,287 102,231 (i) The Business invests in a fixed income investment fund with short-term and with daily liquidity and not material risk of change in value. Financial investments presented an average gross yield of 101.68 99,89 |
Trade receivables - Vasta Platf
Trade receivables - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Trade receivables | ||
Trade receivables | 10 Trade receivables The balance of this account comprises the following amounts: a. Composition December 31, 2020 December 31, 2019 Trade receivables 501,498 394,309 Related Parties (Note 20 22,791 17,062 ( - ) Impairment losses on trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 b. Maturities of trade receivables December 31, 2020 December 31, 2019 Not yet due 425,327 332,071 Past due Up to 30 8,456 10,403 From 31 60 10,931 7,505 From 61 90 8,764 6,071 From 91 180 15,539 9,506 From 181 360 18,038 16,813 Over 360 12,279 6,894 Total past due 74,007 57,192 Customers in bankruptcy 2,164 5,046 Related parties (note 20 22,791 17,062 Provision for impairment of trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 The gross carrying amount of trade receivables is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof. Collection efforts continue to be made, even for the receivables that have been written off, and amounts recoverable are recognized directly in the Consolidated Statement of Profit or Loss and Other Comprehensive Income upon collection. c. Impairment losses on trade receivables The Company measures impairment losses on trade receivables at an amount equal to lifetime expected credit losses (“ECL”) estimated using a provision matrix monthly. This matrix is prepared by analyzing the receivables established each month (in the 12 The Company also recognizes impairment losses on trade receivables at 100 The credit risk and expected credit losses associated with amounts due from related parties is not significant. The following table details the risk profile of trade receivables based on the Company’s provision matrix as of December 31, 2020 and as of December 31, 2019. Covid 19 The Company had approximately 140 177 19 d. Expected credit losses for aging As of December 31, 2020 As of December 31, 2019 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 0.10 432 0.67 % 2,267 Past due Up to 30 6.19 523 1.81 % 188 From 31 60 12.92 1,413 3.12 % 234 From 61 90 20.64 1,809 5.04 % 306 From 91 180 43.66 6,785 11.10 % 1,056 From 181 360 51.67 9,320 45.37 % 7,628 Over 360 78.26 9,609 84.13 % 5,799 29,891 17,478 Customers in Bankruptcy (i) 100.00 2,164 100.00 % 5,046 Impairment losses on trade receivables 32,055 22,524 (i) During the year ended December 31, 2020 and December 31, 2019, the Company’s Management recorded 100 three The following table shows the c hanges in impairment losses on trade receivables for the year ended December 31, 2020 and 2019 e. Changes on provision December 31, 2020 December 31, 2019 Fro m October 11 to December 31, 2018 Opening balance 22,524 19,397 26,616 Additions 29,870 6,936 5,932 Reversals ( 4,855 ) ( 1,975 ) ( 3,649 ) Write offs ( 15,484 ) ( 1,834 ) ( 9,502 ) Closing balance 32,055 22,524 19,397 (i) The Company recognized an additional provision for expected losses due to COVID- 19 (ii) The Company has assessed credits line alongside its customers, and some credit lines were renegotiated. Because of historical losses and lack of prospects of credit recovery alongside those customers, the Company recognized R$ 15,484 1,834 9,502 | |
Vasta Platform (Successor) | ||
Trade receivables | ||
Trade receivables | 9 Trade Receivables The balance of this account is comprised by the following amounts: a. Composition As of December 31, 2019 As of December 31, 2018 Trade receivables 394,309 335,354 Related Parties (Note 19 17,062 3,801 (-) Impairment losses on trade receivables ( 22,524 ) ( 19,397 ) 388,847 319,758 b. Maturities of trade receivables As of December 31, 2019 As of December 31, 2018 Not yet due 332,071 302,610 Past due Up to 30 10,403 4,407 From 31 60 7,505 5,193 From 61 90 6,071 5,136 From 91 180 9,506 4,716 From 181 360 16,813 4,649 Over 360 6,894 2,933 Total past due 57,192 27,034 As of December 31, 2019 As of December 31, 2018 Clients on bankuptcy 5,046 5,710 Related parties (note 19 17,062 3,801 Provision for impairment of trade receivables ( 22,524 ) ( 19,397 ) 388,847 319,758 The gross carrying amount of trade receivables is written off when the Business 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 are recognized directly in results upon collection. c. Impairment losses on trade receivables The Business always measures impairment losses on trade receivables at an amount equal to lifetime ECL estimated using a provision matrix on a monthly basis. This matrix is prepared by analyzing the receivables established each month (in the 12 The Business also recognizes impairment losses on trade receivables of 100 Credit risk and expected credit losses associated with amounts due from related parties is not significant. The following table details the risk profile of trade receivables based on the Business’ provision matrix as of December 31, 2019 and 2018 As of December 31, 2019 As of December 31, 2018 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 0.67 % 2,267 0.96 % 2,932 Past due Up to 30 1.81 % 188 8.85 % 390 From 31 60 3.12 % 234 17.89 % 929 From 61 90 5.04 % 306 23.56 % 1,210 From 91 180 11.10 % 1,055 40.18 % 1,895 From 181 360 45.37 % 7,628 74.90 % 3,482 Over 360 84.13 % 5,799 97.14 % 2,849 17,478 13,687 Clients on Bankuptcy (i) 100.00 % 5,046 5,710 Impairment losses on trade receivables 22,524 19,397 (i) During the year ended December 31, 2019 and December 31, 2018, the Business’ Management recorded 100 three The following table shows the changes in impairment losses on trade receivables for the year ended December 31, 2019 and 2018 As of December 31, 2019 October 11 to December 31, 2018 O pening balance 19,397 26,616 A dditio 6,936 366 Cli ents in ba ( 664 ) 5,566 R eversa ( 1,975 ) ( 3,649 ) Wr ite-off against tra ( 1,170 ) ( 9,501 ) Closing balance 22,524 19,397 |
Inventories - Vasta Platform (S
Inventories - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Inventories | ||
Inventories | 11 Inventories The balance of this account comprises the following amounts: a. Composition December 31, 2020 December 31, 2019 Finished products (i) 168,328 145,006 Work in process 52,322 34,502 Raw materials 20,485 31,033 Imports in progress 2,642 1,143 Right to returned goods (ii) 5,855 10,552 249,632 222,236 (i) That amounts are net of slow-moving items and net realizable value. (ii) Represents the Company’s right to recover products from customers where 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. The right to returned goods provision has been reducing due to changes in the commercial approach alongside with main distributors that allows the Company to be more assertive on sales, even in times of COVID- 19 2019 24 Changes in provision for losses with slow-moving inventories, net realizable value and provision for goods returned are broken down as follows: b. Changes in provision December 31, 2020 December 31, 2019 Fr om October 11 to December 31, 2018 Opening balance 69,080 72,410 75,508 Additions 8,783 9,331 66 (Reversals) ( 4,726 ) ( 2,500 ) ( 3,164 ) Inventory losses (i) ( 10,927 ) ( 10,161 ) - Closing balance 62,210 69,080 72,410 (i) In each year, the Company adjusts inventory based on physical inventory counts conducted in the last quarter of each year. Covid 19 The Company assessed its inventories and corresponding accounting estimates and as result did not identify relevant impacts due to obsolescence or depreciation of inventories due to COVID- 19 | |
Vasta Platform (Successor) | ||
Inventories | ||
Inventories | 10 Inventories The balance of this account is comprised by the following amounts: As of December 31, 2019 As of December 31, 2018 Finished products 145,006 140,746 Work in process 34,502 26,953 Raw materials 31,033 79,720 Imports in progress 1,143 850 Right to returned goods (i) 10,552 13,913 222,236 262,182 (i) Represents the Business’ right to recover products from customers where customers exercise their right of return under the Business’ returns policies. Changes in provision for losses with obsolete inventories is broken down as follows: As of December 31, 2019 October 11 to December 31, 2018 O pening balan 72,410 75,508 A dditio 9,331 66 (Re versa ( 2,500 ) ( 3,164 ) In ventory lo ( 10,161 ) — Closing balance 69,080 72,410 |
Property, Plant and Equipment -
Property, Plant and Equipment - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment | ||
Schedule of property, plant and equipment | 12 Property, Plant and Equipment The cost, depreciation weighted average rates and accumulated depreciation are as follows: December 31, 2020 December 31, 2019 Weighted average depreciation rate Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10 33 27,036 ( 25,557 ) 1,479 26,244 ( 23,758 ) 2,486 Furniture, equipment and fittings 10 33 36,314 ( 26,406 ) 9,908 36,268 ( 23,902 ) 12,366 Property, buildings and improvements 5 20 51,407 ( 31,429 ) 19,978 46,420 ( 26,738 ) 19,682 In progress - 315 - 315 4,538 - 4,538 Right of use assets 12 241,906 ( 82,033 ) 159,873 209,229 ( 63,793 ) 145,436 Land 10 453 - 453 453 - 453 Total 357,431 ( 165,425 ) 192,006 323,152 ( 138,191 ) 184,961 Changes in property, plant and equipment are as follows: IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets (i) Land Total As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 Additions 758 22 828 34 35,925 - 37,567 Additions by business combination 59 152 - - - - 211 Disposals ( 25 ) ( 128 ) ( 98 ) - ( 3,248 ) - ( 3,499 ) Depreciation ( 1,799 ) ( 2,504 ) ( 4,691 ) - ( 18,240 ) - ( 27,234 ) Transfers - - 4,257 ( 4,257 ) - - - As of December 31, 2020 1,479 9,908 19,978 315 159,873 453 192,006 (i) Refers substantially to IFRS 16 20,358 15,567 16 IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land Total As of December 31, 2018 3,213 15,010 20,177 - - 19,906 58,306 Opening balance - IFRS 16 - - - - 154,681 - 154,681 As of January 01, 2019 3,213 15,010 20,177 - 154,681 19,906 212,987 Additions 1,339 2,958 3,973 4,538 31,177 - 43,985 Disposals - ( 3,827 ) - - ( 40,316 ) - ( 44,143 ) Depreciation ( 2,066 ) ( 1,775 ) ( 4,468 ) - ( 19,559 ) - ( 27,868 ) Transfers (i) - - - - 19,453 ( 19,453 ) - As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 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 years ended December 31, 2020, 2019 2018 | |
Vasta Platform (Successor) | ||
Property, Plant and Equipment | ||
Schedule of property, plant and equipment | 11 Property, Plant and Equipment The cost, depreciation weighted average rates and accumulated depreciation are as follows: Depreciation weighted average rate December 31, 2019 December 31, 2018 Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10 33 26,244 ( 23,758 2,486 24,976 ( 21,763 3,213 Furniture, equipment and fittings 10 33 36,268 ( 23,902 12,366 28,585 ( 13,575 15,010 Buildings & improvements 5 20 46,420 ( 26,738 19,682 51,393 ( 31,216 20,177 In progress — 18,589 ( 14,050 4,539 — — — Right of use assets 20 205,270 ( 59,834 145,436 — — — Land (finance leasing) 10 4,412 ( 3,959 453 21,308 ( 1,402 19,906 Total 337,203 ( 152,242 184,961 126,262 ( 67,956 58,306 Changes in property, plant and equipment are as follows: IT equipment Furniture equipment and fittings Property, buildings and improvement In progress Right of use assets Land Total At October 11, 2018 2,137 7,093 16,752 9,760 — 21,308 57,050 Additions 2,324 3,387 388 — — — 6,099 Disposals ( 940 ) ( 265 ) ( 954 ) ( 724 ) — ( 876 ) ( 3,759 ) Depreciation ( 308 ) ( 33 ) ( 217 ) — — ( 526 ) ( 1,084 ) Transfers — 4,828 4,208 ( 9,036 ) — — — December 31, 2018 3,213 15,010 20,177 — — 19,906 58,306 Opening balance - IFRS 16 — — — — 150,311 — 150,311 At January 01, 2019 3,213 15,010 20,177 — 150,311 19,906 208,617 Additions 1,339 2,958 3,973 4,539 31,177 — 43,985 Disposals (i) — ( 3,827 ) — — ( 35,945 ) — ( 39,772 ) Depreciation ( 2,066 ) ( 1,775 ) ( 4,468 ) — ( 19,560 ) — ( 27,869 ) Transfers — — — — 19,453 ( 19,453 ) — At December 31, 2019 2,486 12,366 19,682 4,539 145,436 453 184,961 (i) The disposals of R$ 35,945 There were no indications of impairment of property and equipment for the year ended December 31, 2019. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets and Goodwill | ||
Intangible Assets and Goodwill | 13 Intangible Assets and Goodwill The cost, weighted average amortization rates and accumulated amortization of intangible assets and goodwill comprise the following amounts: December 31, 2020 December 31, 2019 Weighted average amortization rate Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Software 15 204,213 ( 120,798 ) 83,415 276,542 ( 200,217 ) 76,325 Trademarks 5 631,935 ( 58,349 ) 573,586 614,958 ( 30,923 ) 584,035 Customer Portfolio 8 1,113,792 ( 184,934 ) 928,858 1,109,388 ( 98,666 ) 1,010,722 Goodwill - 3,307,805 - 3,307,805 3,286,263 - 3,286,263 Platform content production 33 53,069 ( 29,248 ) 23,821 28,880 ( 19,454 ) 9,426 In progress - 999 - 999 14,051 - 14,051 Other Intangible assets 33 38,283 ( 32,040 ) 6,243 18,090 ( 13,527 ) 4,563 5,350,096 ( 425,369 ) 4,924,726 5,348,172 ( 362,787 ) 4,985,385 Changes in intangible assets and goodwill were as follows: Software Customer Portfolio Trademarks Platform content production (i) Other Intangible assets In progress Goodwill Total As of December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 Additions 11,813 - - 24,189 603 6,188 - 42,793 Additions by business combination (note 5 - 4,625 16,060 - 1,340 - 21,542 43,567 Disposals ( 77 ) - - - ( 87 ) - - ( 164 ) Amorization ( 23,861 ) ( 86,517 ) ( 26,506 ) ( 9,794 ) ( 176 ) - - ( 146,854 ) Transfers 19,215 28 ( 3 ) - - ( 19,240 ) - - At December 31, 2020 83,415 928,858 573,586 23,821 6,243 999 3,307,805 4,924,726 (i) Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include substantially “Plurall Digital Transformation” in the amount of approximately R$ 19 9 19 Covid 19 The Company opted to maintain investments in strategic projects and those related to improving the provision of services, given that they are considered essential for long-term growth, and partially reduced investments related to non-strategic projects or administrative area, such as IT projects or improvement in performance indicator reports. In addition, as mentioned in Note 5 29 12 The Company will continue to evaluate COVID impacts on its business and cash flow and may postpone its plans to expand through acquisitions or investments. Software Customer Portfolio Trademarks Platform content production Other Intangible assets In progress Goodwill Total As of December 31, 2018 60,088 1,093,885 610,541 - 6,062 30,098 3,286,263 5,086,937 Additions 19,897 - - 10,220 - 7,344 - 37,461 Disposals - - - - ( 1,950 ) - - ( 1,950 ) Amorization ( 18,794 ) ( 83,163 ) ( 26,506 ) ( 794 ) ( 7,806 ) - - ( 137,063 ) Transfers 15,134 - - - 8,257 ( 23,391 ) - - At December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 Goodwill impairment test During the year, the Company evaluated circumstances that could indicate impairment of its goodwill caused by impacts of Covid- 19 The Company performed its annual impairment test on December 31, 2020 and 2019 The Company is comprised of two one 27 Content & EdTech Platform 3,297,077 Digital Platform 10,728 3,307,805 The recoverable amount of a CGU has been determined based on value-in-use calculations. These calculations use pre-income tax and social contribution cash flow projections based on financial budget approved by management covering a period of eight For each of the CGUs, the key assumptions, long-term growth rate and discount rate used in the value-in-use calculations are stated in the table below. In addition, the recoverable amount is also disclosed in the table. The key assumptions used for value-in-use calculations as of December 31, 2020 and 2019 2020 Content and Edtech Platform Digital Platform Growth rate - % 15.4 % 34.2 % Discount rate - % 10.22 % 10.22 % Growth rate (%) in perpetuity 7.1 % 7.1 % Years projected 8 8 2019 Content and Edtech Platform Digital Platform Growth rate - % 13.1 % 28.7 % Discount rate - % 10.08 % 10.08 % Growth rate (%) in perpetuity 6.1 % 6.1 % Years projected 8 8 Growth rate is based on assumptions defined by the Company’s management, underpinned by business performance compared with other competitors and based on internal measures (new initiatives and services provided) taken into consideration. The discount rate is determined by individual WACC (weighted average working capital), net of income taxes. The assumptions of the long-term model used in the impairment test calculation were assessed and approved by the Business’ Management, as well as the rates used. As of December 31, 2020, goodwill was subject to impairment testing; no adjustments were considered necessary. (i) Impairment of other intangible assets and in progress There were no indications of impairment of intangible assets for the year ended December 31, 2020. Additionally, intangible assets stated as “in progress” were assessed for impairment by comparing its carrying amount with its recoverable amount and no adjustments were considered necessary. | |
Vasta Platform (Successor) | ||
Intangible Assets and Goodwill | ||
Intangible Assets and Goodwill | 12 Intangible Assets and Goodwill The cost, amortization weighted average rates and accumulated amortization of intangible assets and goodwill are comprised by the following amounts: Amortization weighted average rate December 31, 2019 December 31, 2018 Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Softwares 15 276,542 ( 200,217 76,325 256,645 ( 196,557 60,088 Trademarks 5 614,958 ( 30,923 584,035 614,958 ( 4,417 610,541 Customer Portfólio 8 1,109,388 ( 98,666 1,010,722 1,109,388 ( 15,503 1,093,885 Goodwill — 3,286,263 — 3,286,263 3,286,263 — 3,286,263 In progress (i) — 14,051 — 14,051 30,098 — 30,098 Other Intangible assets 33 25,146 ( 11,157 13,989 16,876 ( 10,814 6,062 5,326,348 ( 340,963 4,985,385 5,314,228 ( 227,291 5,086,937 (i) Substantially refers to development of the projects related to Plurall, project to improve the digital platform and other projects related to enterprise resource management (ERP) solutions. Changes in intangible assets and goodwill were as follows: Softwares Custom Portfólio Trademarks Other Intangible assets In progress Goodwill Total At October 11, 2 29,343 1,109,388 614,958 6,030 53,849 3,286,263 5,099,831 Additions 4,168 — — 360 6,158 — 10,686 Disposals ( 2,734 ) — — ( 160 ) — — ( 2,894 ) Amortization ( 598 ) ( 15,503 ) ( 4,417 ) ( 168 ) — — ( 20,686 ) Transfers 29,909 — — — ( 29,909 ) — — At December 31, 2018 60,088 1,093,885 610,541 6,062 30,098 3,286,263 5,086,937 Additions 19,897 — — 10,220 7,344 — 37,461 Disposals — — — ( 1,950 ) — — ( 1,950 ) Amortization ( 18,794 ) ( 83,163 ) ( 26,506 ) ( 8,600 ) — — ( 137,063 ) Transfers 15,134 — — 8,257 ( 23,391 ) — — At December 31, 2019 76,325 1,010,722 584,035 13,989 14,051 3,286,263 4,985,385 Impairment tests for goodwill The Business is comprised of two one 25 Content & EdTech Platform 3,275,535 Digital Platform 10,728 3,286,263 These calculations use cash flow projections based on financial budgets approved by Management covering an eight 6.1 10.08 The assumptions of the long-term model used in the impairment test calculation were assessed and approved by the Business’ Management, as well as the rates used. At December 31, 2019, goodwill was subject to impairment testing; no adjustments were considered necessary. Impairment for other intangible assets and in progress There were no indications of impairment of intangible assets for the year ended December 31, 2019, 2018 |
Bonds and financing - Vasta Pla
Bonds and financing - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Bonds and financing | ||
Bonds and financing | 14 Bonds and financing The balance of bonds and financing comprises the following amounts: December 31, 2019 Additions by business combination (i) Payment of interest Payment (ii) Interest accrued Transfers December 31, 2020 Bonds with Related Parties 440,947 - ( 49,369 ) ( 852,135 ) 52,900 910,400 502,743 Finance Leases - - ( 35 ) - 35 139 139 Current liabilities 440,947 - ( 49,404 ) ( 852,135 ) 52,935 910,539 502,882 Bonds with Related Parties 1,200,000 - - - - ( 910,400 ) 289,600 Finance - 998 - - - ( 139 ) 859 Non-current liabilities 1,200,000 998 - - - ( 910,539 ) 290,459 Total 1,640,947 998 ( 49,404 ) ( 852,135 ) 52,935 - 793,341 (i) On November 21, 2018, MindMakers, which became a subsidiary of the Company in February 2020, entered into a bank credit note (cédula de crédito bancário) in favor of Banco de Desenvolvimento de Minas Gerais S.A. – BDMG, for an aggregate amount of R$ 1,676 72 taxa de juros de longo prazo – TJLP 5 (ii) On August 4, 2020, the Company, substantially settled bonds with related parties amounting to R$ 852,135 29,864 7 1 310,918 8 448,826 9 115,591 7 2 4,671 6 2 1,994 At December 31, 2018 Capitalization of bonds (i) Contribution of bonds (ii) Payment of interest Interest accrued Transfers (iii) December 31, 2019 Bonds 338,556 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 102,910 ) 440,947 Finance lease 1,303 - - - - ( 1,303 ) - Current liabilities 339,859 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 104,213 ) 440,947 Bonds 1,300,000 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 102,910 1,200,000 Finance leases 18,608 - - - - ( 18,608 ) - Non-current liabilities 1,318,608 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 84,302 1,200,000 Total 1,658,467 ( 1,508,297 ) 1,535,800 ( 117,696 ) 92,584 ( 19,911 ) 1,640,947 (i) On September 28, 2019 4 5 1,508,297 (ii) On November 19, 2019 1,535,801 50 (iii) Due to the adoption of IFRS 16 a. Bonds’ description See below the bonds outstanding: As of December 31, 2020 Subscriber Related Parties Related Parties Related Parties Related Parties Issuance 5 5 6 7 Serie Serie 1 Serie 2 Serie 2 Single Date of issuance 03/15/2018 08/15/2018 08/15/2017 08/15/2018 Maturity Date 03/15/2021 08/15/2023 08/15/2022 08/16/2021 First payment after 60 60 60 36 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Semi-annual interest Financials charges CDI + 1.15 CDI + 1.00 CDI + 1.70 CDI + 1.15 Principal amount (in million R$) 100 100 200 378 b. Bond’s maturities The maturities range of these accounts are as follow: December 31, 2020 Maturity of installments Total % 2021 502,882 63.4 % 2022 238,881 30.1 % 2023 51,051 6.4 % 2024 527 0.1 % Total non-current liabilities 290,459 36.6 % 793,341 100.0 % December 31, 2019 Maturity of installments Total % 2020 440,947 26.9 % 2021 1,000,000 60.9 % 2022 100,000 6.1 % 2023 100,000 6.1 % Total non-current liabilities 1,200,000 73.1 % 1,640,947 100.0 % c. Debit commitment On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,800 50 The Company complied with all debit commitment in the period applicable on December 31, 2020 and 2019 | |
Vasta Platform (Successor) | ||
Bonds and financing | ||
Bonds and financing | 13 Bonds and Financing a. Composition of bonds and financing The balance of bonds and financing is comprised by the following amounts: At December 31, 2018 Capitalization of bonds(i) Contribution of bonds(ii) Payment of interest Interest accrued Tranfers(iii) December 31, 2019 Bonds with Related Parties 338,556 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 102,910 ) 440,947 Finance leases 1,303 — — — — ( 1,303 ) — Current liabilities 339,859 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 104,213 ) 440,947 Bonds with Related Parties 1,300,000 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 102,910 1,200,000 Finance leases (ii) 18,608 — — — — ( 18,608 ) — Non-current liabilities 1,318,608 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 84,302 1,200,000 Total 1,658,467 ( 1,508,297 ) 1,535,801 ( 117,696 ) 92,583 ( 19,911 ) 1,640,947 O ctober 11, 2018 Payment of interest Interest accrued At December 31, 2018 Bonds with Related Parties 309,302 — 14,106 338,555 Finance leases 1,728 ( 443 ) 20 1,305 Current liabilities 311,030 ( 443 ) 14,126 339,859 Bonds with Related Parties 1,303,663 — 11,485 1,300,001 Finance leases 18,607 — — 18,607 Non-current liabilities 1,322,270 — 11,485 1,318,608 Total 1,633,300 ( 443 ) 25,611 1,658,468 (i) On September 28, 2019, the Cogna Group approved the capitalization of the 4 5 1,508,297 (ii) On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,801 1 50 (iii) Due to the adoption of IFRS 16 14 As of December 31, 2019 the Business has six As of December 31, 2019 Subscriber Related Parties (a) Related Parties (a) Related Parties (a) Issuance 5 6 6 Serie Serie 1 Serie 1 Serie 2 Date of issuance 03/15/2018 08/15/2017 08/15/2017 Maturity Date 05/15/2021 08/15/2020 08/15/2022 First payment after 60 36 60 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Financial charges CDI + 1,15% p.a. CDI + 0,90% p.a. CDI + 1,70% p.a. Principal amount (in million R$) 100 300 200 As of December 31, 2019 Subscriber Related Parties (a) Related Parties (a) Related Parties (a) Issuance 7 8 5 Serie Single Single Serie 2 Date of issuance 03/15/2018 10/25/2017 08/15/2018 Maturity Date 09/09/2021 10/25/2020 08/15/2023 First payment after 36 36 60 Remuneration payment Semi-annual interest End of contract Semi-annual interest Financial charges CDI + 1,15% p.a. CDI + 1,00% p.a. CDI + 1,00% p.a. Principal amount (in million R$) 800 100 100 b. Maturities of bonds and financing The maturities ranges of these accounts are comprised as follow: Maturity of installments At December 31, 2019 Total % 2020 440,947 26.9 2021 1,000,000 60.9 2022 100,000 6.1 2023 100,000 6.1 Total non-current liabilities 1,200,000 73.1 1,640,947 100.0 |
Suppliers - Vasta Platform (Suc
Suppliers - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Suppliers | ||
Suppliers | 15 Suppliers The balance of this account comprises the following amounts: a. Composition December 31, 2020 December 31, 2019 Local suppliers 128,639 98,824 Related parties (note 20 20,985 1,219 Copyright 19,317 28,685 Reverse factoring (i) 110,513 94,930 279,454 223,658 (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. | |
Vasta Platform (Successor) | ||
Suppliers | ||
Suppliers | 14 Suppliers a. Composition of bonds and financing As of December 31, 2019 As of December 31, 2018 Local suppliers 98,824 75,251 International suppliers — 2,388 Related parties (note 19 1,219 446 Copyright 28,685 22,387 Reverse Factoring (b) 94,930 113,002 Other — 16,055 223,658 229,529 b. Reverse Factoring Some of the Business’ domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Business to financial institutions without right of recourse, in a transaction characterized as “Reverse Factoring”. The Business imputed interest over the payment term at a rate that commensurates with its own credit risk. |
Lease liabilities - Vasta Platf
Lease liabilities - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease liabilities | ||
Lease liabilities | 16 Lease liabilities December 31, 2020 December 31, 2019 Opening balance 153,714 - Initial application - IFRS 16 - 153,872 Transfers (note 13 - 19,911 Additions for new lease agreements (ii) 35,925 31,177 Cancelled contracts (i) ( 3,429 ) ( 34,852 ) Renegotiation -COVID impact 19 ( 688 ) - Interest 15,091 16,312 Payment of interest ( 14,675 ) ( 8,685 ) Payment of principal ( 12,835 ) ( 24,021 ) Closing balance 173,103 153,714 Current liabilities 18,263 7,101 Non-current liabilities 154,840 146,613 173,103 153,714 The lease agreements have an average term of 7 14.32 (i) The cancelled contracts on December 31,2020 totaled R$ 3,429 34,852 (ii) Refers to new lease agreements in amount of R$ 35,925 20,358 15,567 36 10,3 10,88 Short-term leases (lease period of 12 2019 For the year ended December 31, 2020 2019 Fixed Payments 27,510 32,706 Payments related to short-term contracts and low value assets, variable price contracts (note 24 14,278 20,375 41,788 53,081 Business’ lease operations are not subject to any financial covenants. | |
Vasta Platform (Successor) | ||
Lease liabilities | ||
Lease liabilities | 14 Lease liabilities Opening balance at December 31, 2018 Initial application - IFRS 16 4 153,872 Transfers (note 13 19,911 Additions for new lease agreements 31,177 Cancelled contracts (i) ( 34,852 ) Interest 16,312 Payment of interest ( 8,685 ) Payment of principal ( 24,021 ) Closing balance at December 31, 2019 153,714 Current liabilities 7,101 Non-current liabilities 146,613 153,714 (i) The cancelled contracts of R$ 34,852 Short-term leases (lease period of 12 December 31, 2019 Fixed Payments 24,021 Payments related to short-term contracts and low value assets (note 21 20,375 44,396 Business’ lease operations are not subject to any financial covenants. |
Contract liabilities and defe_2
Contract liabilities and deferred income - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contract liabilities and deferred income | ||
Contract liabilities and deferred income | 17 Contract liabilities and deferred income The balance of this account comprises the following amounts: December 31, 2020 December 31, 2019 Refund liability (i) 42,005 45,248 Sales of employees' payroll (iii) 2,348 4,173 Deferred income in leaseback agreement (ii) 6,665 7,500 Other liabilities 2,689 1,603 53,707 58,524 Current 47,169 49,328 Non-current 6,538 9,196 53,707 58,524 (i) Refers to the customers right to return products. (ii) In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500 . This transaction included deferred income of R$ 9,104 , which will be appropriated according to the lease term of the property ( 120 months). (iii) Refers to deferred income related to the sale of a 5 -year exclusivity to process our Company employees’ payroll to Banco Itaú for R$ 7,000 thousand, in August 2017. This income will be recognized on a straight-line basis throughout the contract term as “Other Operating income” as the Company believes that the rights of exclusivity are transferred to Itaú over this year. | |
Vasta Platform (Successor) | ||
Contract liabilities and deferred income | ||
Contract liabilities and deferred income | 16. Contract Liabilities and Deferred Income The balance of this account is comprised by the following amounts: As of December 31, 2019 As of December 31, 2018 Refund liability (i) 45,248 73,548 Sales of employees’ payroll (iii) 4,173 5,738 Deferred income in leaseback agreement (ii) 7,500 8,410 Other liabilities 1,603 1,592 58,524 89,288 Current 49,328 76,001 Non-current 9,196 13,287 58,524 89,288 (i) Refers to the customers’ right to return products (note 3 (ii) In March, 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at João Dias Avenue in the city of São Paulo in the amount of R$ 25,500 9,104 120 (iii) Refers to deferred income related to the sale of a 5 7,000 |
Accounts payable for business_2
Accounts payable for business combination - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts payable for business combination | ||
Accounts payable for business combination | 18 Accounts payable for business combination December 31, 2020 December 31, 2019 Pluri (a) 12,817 - Mind Makers (b) 15,000 - Livro Fácil 15,907 10,941 Meritt (c) 4,331 - 48,055 10,941 Current 17,132 1,772 Non-current 30,923 9,169 48,055 10,941 December 31, 2020 December 31, 2019 Opening balance 10,941 10,708 Additions 58,857 - Payment ( 26,389 ) - Interest adjustment 1,568 52 Others 3,078 181 Closing balance 48,055 10,941 (a) A & R Comercio e Serviços de Informática Ltda. (“Pluri”) On January 7, 2020, the Company concluded the acquisition of Pluri for R$ 26 15,6 10,4 1,7 (b) Mind Makers Editora Educacional (“Mind Makers”) On February 13, 2020, the Company concluded the acquisition of Mind Makers for R$ 18,2 10 8,2 5,4 (c) Meritt Informação Educacional Ltda. (“Meritt”) On November 20, 2020, the Company concluded the acquisition of Meritt for R$ 3,5 3,2 0,3 4,0 The maturities of such balances as of December 31, 2020 are shown in the table below: As of December 31, 2020 Maturity of installments Total % 2021 17,132 35,7 2022 13,811 28,7 2023 17,112 35,6 Total non-current liabilities 30,923 64,3 48,055 100,0 The maturities of such balances as of December 31, 2019 are shown in the table below: As of December 31, 2019 Maturity of installments Total % 2020 1,772 16,2 2021 1,030 9,4 2022 3,090 28,2 2023 5,049 46,2 Total non-current liabilities 9,169 83,8 10,941 100,0 | |
Vasta Platform (Successor) | ||
Accounts payable for business combination | ||
Accounts payable for business combination | 17 Accounts Payable for Business Combination In December 2017, the Predecessor Somos-Anglo agreed on the Purchase and Sale Agreement with the purpose of acquiring 100 23.8 8.8 4.8 10.1 The maturities of such balances are shown in the table below: As of December 31, 2019 Maturity of installments Total % 2020 1,772 16.2 2021 1,030 9.4 2022 3,090 28.2 2023 5,049 46.2 Total non-current liabilities 9,169 83.8 10,941 100.0 Changes in this balance were the following: As of December 31, 2019 As of December 31, 2018 Opening balance 10,708 10,589 Interest adjustment 233 119 Closing balance 10,941 10,708 |
Salaries and Social Contribut_2
Salaries and Social Contribution - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Salaries and Social Contribution | ||
Salaries and Social Contribution | 19 Salaries and Social Contribution December 31, 2020 December 31, 2019 Salaries payable 15,891 20,658 Social contribution payable (i) 30,511 9,532 Provision for vacation pay 15,920 13,213 Provision for profit sharing (ii) 5,880 18,333 Others 921 12 69,123 61,748 (i) Refers to the effect of social contribution over restricted share units compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on monthly basis according to the Company’s share price. (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. In 2020 19 2021 | |
Vasta Platform (Successor) | ||
Salaries and Social Contribution | ||
Salaries and Social Contribution | 18 Salaries and Social Contribution As of December 31, 2019 As of December 31, 2018 Salaries payable 20,658 34,581 Social contribution payable 9,532 9,224 Provision for vacation pay 13,213 17,109 Provision for profit sharing 18,333 23,642 Others 12 1,002 61,748 85,558 |
Related parties - Vasta Platfor
Related parties - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related parties | ||
Related parties | 20 Related parties As presented in note 1 The balances and transactions between the Company and its affiliates have been eliminated in the Company’s Consolidated Financial Statements. The balances and transactions between related parties are shown below: Other receivables (i) Trade receivables (Note 10 Indemnification asset (note 20 Other payments (ii) Loans (iii) Suppliers (note 15 Bonds (note 14 Cogna Educação S.A. - - 153,714 1,354 20,884 - 691,451 Anhanguera Educacional Participacoes SA. - 413 - - - - - Editora Atica S.A. - 1,193 - 72,158 - 7,392 - Editora Scipione S.A. - 414 - 13,408 - 1,386 - Centro Educacional Leonardo Da Vinci SS - 63 - - - - - Maxiprint Editora Ltda. 13 367 - - - 26 - Pax Editora E Distribuidora Ltda. - - - - - - - Saraiva Educacao S.A. - 804 - 36,454 - 8,010 - Colegio Visao Eireli - 115 - - - - - Colegio Manauara Lato Sensu Ltda. - 2,838 - - - 173 - Pitagoras Sistema De Educacao Superior Ltda. - 127 - - - - - Somos Idiomas SA 79 - - - - - - SGE Comercio De Material Didatico Ltda. - 6 - 41 - 661 - Sistema P H De Ensino Ltda. - 2,348 - 2,116 - 163 - Escola Mater Christi Ltda. - 216 - - - 104 - Somos Educação S.A. - - - - - - - Saber Serviços Educacionais S.A. 1,686 3,710 - - - 2,658 100,892 Acel Adminstração de Cursos Educacionais Ltda - 2,899 - - - 36 - Educação Inovação e Tecnologia S.A. - - - 229 - 0 - Somos Operações Escolares S.A. 292 980 - - - - - Sociedade Educacional Doze De Outubro Ltda. - 231 - - - 36 - Colégio Motivo Ltda. - 1,250 - - - 249 - Colégio JAO Ltda. - 772 - - - - - Editora E Distribuidora Educacional S.A. - 528 - 9,547 - 89 - Colégio Ambiental Ltda - 315 - - - - Conlégio Cidade Ltda - 155 - - - - Curso e Colégio Coqueiro Ltda - 188 - - - - ECSA Escola A Chave do Saber Ltda - 435 - - - - EDUFOR Serviços Educacionais Ltda - 10 - - - - Escola Riacho Doce Ltda - 253 - - - - Nucleo Brasileiro de Estudos Avançados Ltda - 391 - - - - Papelaria Brasiliana Ltda - 1,478 - - - - Sociedade Educacional Alphaville Ltda - 190 - - - - Sociedade Educacional NEODNA Cuiaba Ltda - 101 - - - - 2,070 22,791 153,714 135,307 20,884 20,985 792,343 (i) Refers to other receivables related to cost sharing agreements where substantially Saber Serviços Educacionais (“Saber”), a Cogna Group entity, takes services from the Company; (ii) Refers substantially to “Reverse Factoring” contracts for raw material purchases, specifically graphics and paper, which the Company reimburses Atica and Scipione. See item a, below; and (iii) On April 1, 2020 the Company signed a loan agreement with Cogna Educação S.A. in the amount of R$ 20,000 3,75 884 December 31, 2019 Other receivables Trade receivables (Note 10 Indemnification asset (note 20 Other payments Loans Suppliers (note 15 Bonds (note 14 Cogna Educação SA, - - 149,600 - - - 1,539,146 Anhanguera Educacional Participacoes SA, - 1,150 - - - - - Editora Atica SA, 16 281 - 31,944 - - - Editora Scipione SA, 4,743 304 - - - - - Escola Mater Christi Ltda, - 204 - 130 - - - Maxiprint Editora Ltda, 4,021 1,154 - - - - - Pax Editora E Distribuidora Ltda, - 49 - - - - - Saraiva Educacao SA, 28,226 424 - - - - - Somos Idiomas SA, 75 2 - - - - - Acel Administracao De Cursos Educacionais Ltda, - 1,415 - - - - - Ecsa Escola A Chave Do Saber Ltda, - 212 - - - - - Colégio Jao Ltda, - 415 - - - - - Colégio Motivo Ltda, - 1,442 - - - - - Editora E Distribuidora Educacional SA, - 2,705 - - - 737 - Sge Comercio De Material Didatico Ltda, 6 5 - - - 482 - Sistema P H De Ensino Ltda, - 2,027 - 18 - - - Somos Operações Escolares SA, 42 - - 4,197 29,192 - - Saber Serviços Educacionais SA, - 5,041 - - - - 101,801 Sociedade Educacional Doze De Outubro Ltda, - 232 - - - - - Saber Serviços Educacionais as 1,012 - - - - - - Editora E Distribuidora Educacional as - - - 12,955 - - - 38,141 17,062 149,600 49,244 29,192 1,219 1,640,947 Year ended December 31, 2020 Year ended December 31, 2019 October 11, 2018 to December 31, 2018 Transactions held: Revenues Finance costs Cost Sharing (note 20 Sublease (note 20 Revenues Finance costs (i) Revenues Finance costs Cogna Educação S.A. - 48,432 - - - 86,839 - - Somos Educação S.A. - 278 - - - - - - Editora Atica S.A. 7,287 229 11,989 15,364 - - - - Editora Scipione SA. 1,551 - - - - - - - Colégio Manauara Lato Sensu Ltda. 3,139 - - - - - - - Maxiprint Editora Ltda. 612 - - - - - - - Saraiva Educacao SA. 3,364 - - 3,739 - - - - Sociedade Educacional Parana Ltda. 795 - - - - - - - Acel Administracao De Cursos Educacionais Ltda. 1,230 - - - - 283 - Sociedade Educacional Neodna Cuiaba Ltda. 367 - - - 1,307 - - - Ecsa Escola A Chave Do Saber Ltda. 657 - - - - - - - Colégio Motivo Ltda. 1,308 - - - - - 316 - Sistema P H De Ensino Ltda. 5,776 - - - 1,909 - 3,267 - Saber Serviços Educacionais S.A. 1,254 6,740 - 729 4,642 5,744 - 25,591 Sociedade Educacional Doze De Outubro Ltda 295 - - - 1,770 - 134 - Editora E Distribuidora Educacional SA. 1,841 - 36,144 1,489 469 - 592 - Somos Operações Escolares SA. - - - - 1,647 - - - Escola Mater Christi 246 - - - - - 120 - Colegio JAO Ltda. 387 - - - 311 - 127 - Centro Educacional Leonardo Da Vinci SS 1,319 - - - 511 - - - Nucleo Brasileiro de Estudos Avancados Ltda 423 - - - - - - - Papelaria Brasiliana Ltda 1,287 - - - - - - - Sociedade Educacional Alphaville SA 317 - - - - - - - Sociedade Educacional NEODNA Cuiaba Ltda - EPP 367 - - - - - - - Others - - - 362 134 - 72 - 33,822 55,679 48,133 21,683 12,700 92,583 4,911 25,591 (i) Refers to debentures interest; see Note 14 a. Suppliers and other arrangements with related parties The Company, as consequence of carve-out process on December 31, 2019 kept reverse factoring operations (specifically raw material purchases with Group Cogna’s affiliates) until then owner of assets and liabilities. After the carve-out process on January 1, 2020, the Company assumed those commitments. However, the Company took into account the fact that those contracts would last one 135,307 49,244 446 b. Guarantees related to contingencies acquired through past business combination In December 2019, the Company and Cogna Group signed the agreement to legally bind the indemnification from the seller in connection with the acquisition of Somos by Cogna Group, in order to indemnify the Company for any and all losses that may be incurred related to all contingencies or lawsuits events related to the Predecessor up to the maximum amount of R$ 153,7 149,6 2019 20 c. Cost sharing agreements with related parties The Company and its related parties expensed certain amounts based on an apportionment from Cogna Group related to shared services, including the shared service center, IT expenses, propriety IT systems and legal and accounting activities, and shared warehouses and other logistic activites based on agreement. Those expenses, R$ 48,133 2018 d. Brand and Copyrights sharing agreements with related parties In November and December 2019, the Company and its related parties entered into brand and copyrights sharing agreements with related parties, as follows: On November 11, 2019, the Company and EDE (Cogna Group’s Parent Company) entered into a copyright license agreement whereby EDE agreed to grant a license, at no three On November 6, 2019, the Company entered into a trademark license agreement (as amended in 2020 This agreement is valid for a period of 20 On December 6, 2019, the Company also entered into two 2020 20 e. Lease and sublease agreements with related parties The Company and its related parties also shared the infrastructure of leased warehouses and other properties, which are direct expenses of the Cogna Group. The expenses related to these lease payments were recognized in the consolidated financial statements according to assumptions defined by Management based on utilization of these properties by the Company. However, as part of its corporate restructuring (Note 1 e. 1 Commercial lease agreement Lessee Entity Counterpart lease agreement (Lessor) Monthly payments Maturity Rate State of the property in use Somos Sistemas de Ensino S.A. Editora Scipione S.A. R$ 35 60 Inflation index Pernambuco (Recife) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$ 30 60 Inflation index Bahia (Salvador) e. 2 Commercial sublease agreement Entity (Sublessor) Counterpart sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S,A (“EDE”) Somos Sistemas de Ensino S.A. R$ 390 September 30, 2025 Inflation index São Paulo (São Paulo) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$ 439 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. SGE Comércio de Material Didático Ltda, (“SGE”), R$ 15 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Somos Idiomas S.A. R$ 3 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Saraiva Educação S,A, (“Sariva”) R$ 113 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Livraria Livro Fácil Ltda,(“Livro Fácil”) R$ 82 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Editora e Distribuidora Educacional S,A (“EDE”) R$ 43 September 30, 2025 Inflation index São Paulo (São José dos Campos) The income from these lease and sublease agreements with related parties were recognized in the Consolidated Financial Statements as of December 31, 2020 amount R$ 21,683 25 f. Compensation of key management personnel Key management personnel include the members of the Board of Directors, Audit Committee, the CEO and the vice-presidents, for which the nature of the tasks performed were related to the activities of the Company. For the year ended December 31, 2020, key management compensation, including charges and variable compensation added up R$ 40,576 12,802 630 For the Company management members, the following benefits are granted: healthcare plan, share-based compensation plan, discounts on monthly tuition of K- 12 See below the key management’s person remuneration by nature: a) Short term benefits - Short-term benefits include fixed compensation (salaries and fees, vacation, mandatory bonus, and “ 13 6,982 11,430 155 b) Share based payment - The Company offered also to certain key management personnel payment based in its restricted shares units, Bonus IPO, amount R$ 33,594 1,372 475 The Key management personnel compensation expenses comprised the following: December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Short-term employee benefits (i) 6,982 11,430 155 Share-based compensation plan (ii) 33,594 1,372 475 40,576 12,802 630 (i) The Company, as a result of COVID- 19 (ii) Refers substantially to share-based compensation plan, considered as IPO Bonus, which included payroll charges. (g) Guarantees related to finance According to Note 18 1,676 | |
Vasta Platform (Successor) | ||
Related parties | ||
Related parties | 19 Related Parties As presented in note 1 Balances and transactions between Parent Entities’ operations included in the Business, have been eliminated in the combined carve-out financial statements. However, during the periods presented below, the Business entered into the following transactions with other related parties or with operations with the Parent Entity and its subsidiaries that are not part of the business. The balances with Related Parties are presented below: Other receivables Trade receivables Indemnification asset Other payments Loans Suppliers Bonds (i) (Note 9 (note 19 (i) (ii) (note 14 (note 13 Cogna Educação SA. — — 149,600 — — — — Anhanguera Educacional Participacoes SA. — 1,150 — — — — — Editora Atica SA. 16 281 — 31,944 — — — Editora Scipione SA. 4,743 304 — — — — — Escola Mater Christi Ltda. — 204 — 130 — — — Maxiprint Editora Ltda. 4,021 1,154 — — — — — Pax Editora E Distribuidora Ltda. — 49 — — — — — Saraiva Educacao SA. 28,226 424 — — — — — Somos Idiomas SA. 75 2 — — — — — Acel Administracao De Cursos Educacionais Ltda. — 1,415 — — — — — Ecsa Escola A Chave Do Saber Ltda. — 212 — — — — — Colégio Jao Ltda. — 415 Colégio Motivo Ltda. — 1,442 Editora E Distribuidora Educacional SA. — 2,705 — — — 737 — Sge Comercio De Material Didatico Ltda. 6 5 — — — 482 — Sistema P H De Ensino Ltda. — 2,027 — 18 — — — Somos Operações Escolares SA. 42 — — 4,197 29,192 — — Saber Serviços Educacionais SA. — 5,041 — — — — 1,640,947 Other receivables Trade receivables Indemnification asset Other payments Loans Suppliers Bonds (i) (Note 9 asset (note 19 (i) (ii) (note 14 (note 13 Sociedade Educacional Doze De Outubro Ltda. — 232 — — — — — Saber Serviços Educacionais as 1,012 — — — — — — Editora E Distribuidora Educacional as — — — 12,955 — — — 38,141 17,062 149,600 49,244 29,192 1,219 1,640,947 (i) Refers exclusively to the collection of corporate expenses, which are: Payroll, Services with third parties and others (Note 19 (ii) Refers to loans received by Somos Educação S.A with a maturity of 365 December 31, 2018 Trade receivables (Note 9 Indemnification asset (note 19 Suppliers Bonds Cogna Educação SA. — 149,600 — — Acel Administracao De Cursos Educacionais Ltda. 423 — 410 — Colégio Jao Ltda. 101 — 3 — Colégio Maxi Ltda. 1 — — — Colégio Motivo Ltda. 1,042 — 25 — Ecsa Escola A Chave Do Saber Ltda. 29 — — — Sge Comercio De Material Didatico Ltda. 1,667 — — — Sistema P H De Ensino Ltda. 296 — 8 — Somos Operações Escolares SA. 211 — — — Saber Serviços Educacionais SA. — — — 1,638,556 Sociedade Educacional Doze De Outubro Ltda. 31 — — — 3,801 149,600 446 1,638,556 The transactions with Related Parties held as of December 31, 2019 and for the period October 11, 2018 to December 31, 2018 were as follows: December 31, 2019 October 11, 2018 to December 31, 2018 Transactions held: Revenues (ii) Finance costs (i) Revenues (ii) Finance costs (i) Sistema PH de Ensino 4,642 — 3,267 — Colegio Motivo 1,909 — 316 — ACEL Administração de Cursos Educacionais 1,307 — 283 — December 31, 2019 October 11, 2018 to December 31, 2018 Transactions held: Revenues (ii) Finance costs (i) Revenues (ii) Finance costs (i) Sociedade Educacional Doze de Outubro 469 — 134 — Escola Mater Christi 311 — 120 — Colégio Integrado JAO 511 — 127 — Editora E Distribuidora Educacional SA 1,647 — 592 — Saber Serviços Educacionais Sa 1,770 92,583 — 25,591 Outros 134 — 72 — 12,700 92,583 4,911 25,591 (i) As described in note 13 (ii) Primarily refers to the amounts arising from the direct sales of printed books and learning systems to other entities of Cogna’s Group for resale to its direct clients. (iii) Refer to outstanding reimbursements to other related parties or with operations with the Parent Entities that are not part of the business. For shared expenses incurred, that were allocated to the Business according to the assumptions presented in note 2 a. Suppliers and other arrentements with related parties The Business is the legal obligor for purchases of certain raw materials used in activities related to other businesses of the Parent Entity that are not included in these combined carve-out financial statements in the amount of R$ 207,174 230,816 24,612 6,817 b. Guarantees related to contingencies acquired through past business combination In December 2019, the Business and Cogna Group signed the agreement to legally bind the indemnification from the seller in connection with the acquisition of Somos by Cogna Group, in order to indemnify the Business for any and all losses that may be incurred related to all contingencies or lawsuits events related to the Predecessor up to the maximum amount of R$ 149.6 20 c. Cost sharing agreements with related parties In the past, the Business and its related parties expensed certain amounts based on an apportionment from Cogna related to shared services, including the shared service center, IT expenses, propriety IT systems and legal and accounting activities, and shared warehouses and other logistic activities. The expenses related to these apportionments were recognized in these combined carve-out financial statements according to assumptions defined by the Management based on the nature of expense shared attributable to the Business. d. Brand and Copyrights sharing agreements with related parties During November and December 2019, the Business and its related parties entered into brand and copyrights sharing agreements with related parties, as follows: — On November 11, 2019, the Business and EDE entered into a copyright license agreement whereby EDE agreed to grant a license, at no cost to Business, for commercial exploitation and use of copyrights related to the educational platform materials. This agreement is valid for three — On November 6, 2019, the Business entered into a trademark license agreement (as amended on 2020 20 — On December 6, 2019, the Business also entered into two 2020 20 e. Lease and sublease agreements with related parties The Business and its related parties also shared the infrastructure of rented warehouses and other properties which are direct expenses of the Cogna Group. The expenses related to these rental payments were recognized in these combined carve-out financial statements according to assumptions defined by the Management based on utilization of these properties by the Business. However, as part of its corporate restructuring (note 1 December 5, 2019, to continue to share these rented warehouses and other properties, as follows: — Commercial lease agreement Lessee Entity Counterpart lease agreement (Lessor) Monthly payments Mature Rate State of the property in use Somos – Anglo Editora Scipione S.A. R$ 35 60 Inflation index Pernambuco (Recife) Somos – Anglo Editora Scipione S.A. R$ 35 60 Inflation index Bahia (Salvador) — Commercial sublease agreement Lessee Entity Counterpart lease agreement (Lessor) Monthly payments Mature Rate State of the property in use Editora e Distribuidora Educacional S.A (“EDE”) Somos – Anglo R$ 390 September 30, 2025 Inflation index São Paulo (São Paulo) Somos – Anglo Editora Scipione S.A. R$ 439 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos – Anglo SGE Comércio de Material Didático Ltda. (“SGE”). R$ 15 September 30, 2025 Inflation index São Paulo (São José dos Campos) Entity (Sublessor) Counterpart lease agreement (Sublessee) Monthly payments Mature Rate State of the property in use Somos – Anglo Somos Idiomas S.A. R$ 3 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos – Anglo Saraiva Educação S.A. (“Sariva”) R$ 113 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos – Anglo Livraria Livro Fácil Ltda. (“Livro Fácil”) R$ 82 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos – Anglo Editora e Distribuidora Educacional S.A (“EDE”) R$ 43 September 30, 2025 Inflation index São Paulo (São José dos Campos) f. Remuneration of key management personnel Key management personnel include the members of the Board of Directors and the Audit Committee, the CEO and the vice-presidents of Cogna Group, for which the nature of the tasks performed were related to the activities of the Business. For the year ended December 31, 2019, key management remuneration allocated to the Business, including charges and variable remuneration totaled R$ 12,802 630 12 The Business does not grant post-employment benefits, termination benefits or other long-term benefits for their key management personnel. For the year ended December 31, 2019 share-based compensation expenses in the amount of R$ 1,372 475 Key management personnel compensation comprised the following: December 31, 2019 October 11 to December 31, 2018 Short-term employee benefits 11,430 155 Share-based compensation plan 1,372 475 12,802 630 |
Provision for tax, civil and _2
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | ||
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | 21 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 and in an amount that Management, in conjunction with its legal advisors, believes is enough to cover probable losses or when related to contingences resulting from business combinations. In connection with the acquisition of Somos Group (predecessor) by Cogna Group, provisions for contingent liabilities assumed by Cogna were recognized when potential non-compliance with labor and civil legislation arising from past practices of subsidiaries acquired were identified. Thus, at the acquisition date, Cogna reviewed all proceedings whose responsibility were transferred to assess whether there was a present obligation and if the fair value could be measured reliably. The contingent liabilities are composed as follows: a. Composition December 31, 2020 December 31, 2019 Proceedings whose likelihood of loss is probable Tax proceedings (i) 575,724 557,782 Labor proceedings (ii) 6,591 9,967 Civil proceedings - 1 582,315 567,750 Liabilities assumed in Business Combination Labor proceedings (ii) 31,305 41,226 Civil proceedings 313 31 31,618 41,257 Total of provision for tax, civil and labor losses 613,933 609,007 (i) Primarily refers to income tax positions taken by the predecessor Somos (Vasta Predecessor) and the Company (Sucessor) 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 jurisprudence on a similar tax case also reached in 2018 , the Company reassessed this income tax position and recorded a liability, including interest and penalties, in the Consolidated Carve-out Financial Statements, (ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary differential, night shift premium, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. The changes in provision for the years ended December 31, 2020 and 2019 December 31, 2019 Additions Reversals Interest Total effect on the result Payments December 31, 2020 Tax proceedings 557,783 10,651 ( 4,189 ) 11,479 20,836 - 572,724 Labor proceedings 51,193 2,093 ( 9,538 ) 1,805 ( 5,640 ) ( 7,657 ) 37,896 Civil proceedings 31 430 ( 102 ) 13 341 ( 59 ) 313 Total 609,007 13,174 ( 13,829 ) 13,297 15,537 ( 7,716 ) 613,933 Reconciliation with profit or loss for the period Finance expense - - ( 13,297 ) General and administrative expenses ( 11,737 ) 13,829 - Income tax and social contribution ( 1,437 ) - - Total ( 13,174 ) 13,829 ( 13,297 ) As of December 31, 2018 Additions Reversals Interest Total effect on the result Payments December 31, 2019 Tax proceedings 502,764 16,339 ( 699 ) 39,379 55,019 - 557,783 Labor proceedings 49,652 4,133 ( 4,585 ) 1,993 1,541 - 51,193 Civil proceedings 2,149 65 ( 2,239 ) 56 ( 2,118 ) - 31 Total 554,565 20,537 ( 7,523 ) 41,428 54,442 - 609,007 Reconciliation with profit or loss for the period Finance expense - - ( 41,428 ) General and administrative expenses ( 4,198 ) 7,523 - Income tax and social contribution ( 16,339 ) - - Total ( 20,537 ) 7,523 ( 41,428 ) b. Judicial Deposits and Escrow Accounts Judicial deposits and escrow accounts recorded as in non-current assets are as follows: December 31, 2020 December 31, 2019 Tax proceedings 2,004 1,419 Labor proceedings - 955 Indemnification asset -Former owner 2,003 5,476 Indemnification asset – Related Parties (i) Note 20 153,714 149,600 Escrow-account (ii) 15,027 15,482 172,748 172,932 (i) Refers to an indemnification asset from the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 153,714 149,600 20 (ii) Refers to guarantees received as a consequence of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize. | |
Vasta Platform (Successor) | ||
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | ||
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | 20 Provision for risks of tax, civil and labor losses and Judicial deposits and escrow accounts The Management classifies the likelihood of loss of judicial/administrative proceedings in which the Business is a party as a defendant. Provisions are recorded for contingencies classified as probable and in amount Management believes it is sufficient to cover probable losses or when related to business combinations. Also, in connection with the acquisition of Somos Group by Cogna Group, as described in Note 1 3 a. Composition As of December 31, 2019 As of December 31, 2018 Proceedings whose likelihood of loss is probable Tax proceedings (i) 557,782 502,764 Labor proceedings (ii) 9,967 10,565 Civil proceedings 1 6 567,750 513,335 Liabilities assumed in Business Combination Labor proceedings (ii) 41,226 39,087 Civil proceedings 31 2,143 41,257 41,230 Total of provision for risks of Tax, Civil and Labor losses 609,007 554,565 (i) Primarily refers to income tax positions taken by the predecessor Somos Anglo and the Successor in connection with a corporate reorganization held by the predecessor in 2010 2018 2018 (ii) The Business is a party to labor demands, which the most frequent cases refer to holiday proportional, salary differential, night additional pay, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. The changes in provision for the year ended December 31, 2019 and period from October 11, 2018 to December 31, 2018 were as follows: As of December 31, 2018 Additions Reversals Interests Total effect on the result As of December 31, 2019 Tax proceedings 502,764 16,339 ( 699 ) 39,378 55,018 557,782 Labor proceedings 49,652 4,133 ( 4,585 ) 1,993 1,541 51,193 Civil proceedings 2,149 65 ( 2,239 ) 57 ( 2,117 ) 32 Total 554,565 20,537 ( 7,523 ) 41,428 54,442 609,007 Reconciliation with profit or loss for the period Finance expense — — ( 41,428 ) General and administrative expenses ( 4,198 ) 7,523 — Income tax and social contribution ( 16,339 ) — — Total ( 20,537 ) 7,523 ( 41,428 ) As of October 11, 2 Additions Reversals Interests Total effect on the result As of December 31, 2019 Tax proceedings 492,551 3,665 — 6,548 10,213 502,764 Labor proceedings 49,637 6 ( 26 ) 35 1,541 49,652 Civil proceedings 2,140 1 — 8 ( 2,117 ) 2,149 Total 544,328 3,672 ( 26 ) 6,591 54,442 554,565 Reconciliation with profit or loss for the period Finance costs — — ( 6,591 ) General and administrative expenses ( 7 ) 26 — Income tax and social contribution ( 3,665 ) — — Total ( 3,672 ) 26 ( 6,591 ) b. Judicial Deposits and Escrow Accounts Judicial deposits and escrow accounts recorded as in non-current assets are as follows: As of December 31, 2019 As of December 31, 2018 Tax proceedings 1,419 1,410 Labor proceedings 955 733 Indemnification asset – Former owner 5,476 6,681 Indemnification asset – Related Parties (i) 149,600 149,600 Escrow-account (ii) 15,482 10,028 172,932 168,452 (i) Refers to an indemnification asset from the seller in connection with the acquisition of Somos by Cogna Group and recognized at the date of the business combination disclosed at note 2 149.6 19 (ii) Refers to guarantees received in past business combinations related to loss contingencies whose likelihood of loss is probable, and therefore which responsibility lies with the former owners. According to the Sale Agreement, these former owners would reimburse the Business in case of payments are required if and when contingencies materialize. |
Current and Deferred Income T_2
Current and Deferred Income Tax and Social Contribution - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current and Deferred Income Tax and Social Contribution | ||
Current and Deferred Income Tax and Social Contribution | 22 Current and Deferred Income Tax and Social Contribution a. Reconciliation of income tax and social contribution The reconciliation of income tax and social contribution expense is as follows: As of December 31, 2020 As of December 31, 2019 From October 11 to December 31, 2018 Loss before income tax and social contribution for the year ( 71,053 ) ( 90,315 ) 3,690 Nominal statutory rate of income tax and social contribution 34 % 34 % 34 % IRPJ and CSLL calculated at the nominal rates 24,158 30,707 ( 1,255 ) Permanent Additions 1,246 ( 1,100 ) ( 3,475 ) Total IRPJ and CSLL 25,404 29,607 ( 4,730 ) Current IRPJ and CSLL in the result 7,874 ( 22,113 ) ( 4,750 ) Deferred IRPJ and CSLL in the result 17,530 51,720 20 25,404 29,607 ( 4,730 ) Effective tax rate of Income and social contribution tax expenses 36 % 33 % 128 % b. Deferred taxes Changes in deferred income tax and social contribution assets and liabilities are as follows: i. December 31, 2020 As of December 31, 2019 Effect on profit (loss) Effect on Parent´s Equity (i) (note 1.4 As of December 31, 2020 Income tax/social contribution: Income tax and social contribution losses carryforwards (iii) 31,353 137,228 13,676 182,257 Temporary Differences: Impairment losses on trade receivables 6,730 2,813 - 9,543 Provision for obsolete inventories 7,753 ( 4,490 ) - 3,263 Imputed interest on suppliers ( 3,303 ) 2,559 - ( 744 ) Provision for risks of tax, civil and labor losses 20,189 ( 1,051 ) - 19,138 Refund liabilities and right to returned goods 14,998 ( 4,095 ) - 10,903 Lease Liabilities 3,594 1,170 - 4,764 Goodwill and fair value adjustments on business combination (ii) ( 30,486 ) ( 120,112 ) - ( 150,598 ) Other temporary difference 6,512 3,508 - 10,020 Deferred Assets, net 57,340 17,530 13,676 88,546 (i) Refers to the tax effect over temporary differences, specifically IPO costs capitalization recorded in the Somos Sistemas de Ensino S.A. (Company’s affiliate) being its effects on equity and counterparty on deferred tax assets financial statement line. Here is important to enhance that part of IPO costs, that included auditing, lawyer’s advisor, banks fees and other directly costs attributable to the IPO were paid by the Company. The Parent Company, Vasta Platform, does not accrued deferred tax assets. (ii) Goodwill and fair value adjustments on business combination comprise three (iii) Refers to tax losses carryforwards accumulated supported by the Company’s forecasts of the future profitability. ii. December 31, 2019 Changes in deferred income tax and social contribution assets and liabilities are as follows: October 11 to December 31, 2018 Effect on profit (loss) As of December 31, 2018 First adoption of IFRS 16 Effect on profit (loss) Effect on Parent´s Net Investment (i) As of December 31, 2019 Income tax/social contribution: I ncome tax and social contribution losses carryforwards 119,557 ( 9,058 ) 110,499 - 6,573 ( 85,719 ) 31,353 Temporary Differences: I mpairment losses on trade receivables 9,068 ( 2,536 ) 6,532 - 1,129 ( 931 ) 6,730 Provision for obsolete inventorie 25,906 ( 1,287 ) 24,619 - ( 19,289 ) 2,423 7,753 I mputed interest on supplier ( 428 ) ( 9,938 ) ( 10,366 ) - 8,477 ( 1,414 ) ( 3,303 ) Provision for risks of tax, civil and labor losses 3,624 2,243 5,867 - 15,497 ( 1,175 ) 20,189 Refund liabilities and right to returned good 12,162 5,805 17,967 - ( 6,170 ) 3,201 14,998 Lease Liabilities - - - 1,508 1,308 778 3,594 F air value adjustments on business combination (i) ( 90,889 ) 12,997 ( 77,892 ) - 46,574 832 ( 30,486 ) O ther termporary provision 8,951 1,794 10,745 - ( 2,379 ) ( 1,854 ) 6,512 Deferred Assets, net 87,951 20 87,971 1,508 51,720 ( 83,859 ) 57,340 (i) On December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ ( 83,859 | |
Vasta Platform (Successor) | ||
Current and Deferred Income Tax and Social Contribution | ||
Current and Deferred Income Tax and Social Contribution | 21 Current and Deferred Income Tax and Social Contribution a. Reconciliation of income tax and social contribution The reconciliation of income tax and social contribution expense is as follows: As of December 31, 2019 October 11 to December 31, 2018 (Loss) Profit before income tax and social contribution for the year ( 90,315 ) 3,690 Combined nominal statutory rate of income tax and social contribution 34 % 34 % IRPJ and CSLL calculated at the nominal rates 30,707 ( 1,255 ) Permanent Additions ( 1,100 ) ( 3,475 ) Total IRPJ and CSLL 29,607 ( 4,730 ) Current IRPJ and CSLL in the result ( 22,113 ) ( 4,750 ) Deferred IRPJ and CSLL in the result 51,720 20 29,607 ( 4,730 ) a. Deferred taxes Changes in deferred income tax and social contribution assets and liabilities are as follows: October 11 to December 31, 20 Effect on profit (loss) As of December 31, 2018 First adoption of IFRS 16 Effect on profit (loss) Effect on Parent’s Net Investment (ii) As of December 31, 2019 Income tax/social contribution: Income tax and social contribution losses carryforwards (ii) 119,557 ( 9,058 ) 110,499 — 6,573 ( 85,719 ) 31,353 Temporary Differences: Impairment losses on trade receivables 9,068 ( 2,536 ) 6,532 — 1,129 ( 931 ) 6,730 Provision for obsolete inventories 25,906 ( 1,287 ) 24,619 — ( 19,289 ) 2,423 7,753 Imputed interest on suppliers ( 428 ) ( 9,938 ) ( 10,366 ) — 8,477 ( 1,414 ) ( 3,303 ) Provision for risks of tax, civil and labor losses 3,624 2,243 5,867 — 15,497 ( 1,175 ) 20,189 Refund liabilities and right to returned goods 12,162 5,805 17,967 — ( 6,170 ) 3,201 14,998 Lease Liabilities — — 1,508 1,308 778 3,594 Fair value adjustments on business combination (i) ( 90,889 ) 12,997 ( 77,892 ) — 46,574 832 ( 30,486 ) Other termporary provision 8,951 1,794 10,745 — ( 2,379 ) ( 1,854 ) 6,512 Deferred Assets, net 87,951 20 87,971 1,508 51,720 ( 83,859 ) 57,340 (i) As discussed in note 2 1 two (ii) On December 31 and October 31, 2018 this amount was related to deferred income tax asset on tax losses carryforward calculated based on a separate return method for the carve-out operations which, on December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ ( 84,055 1 1,860 |
Share-based compensation - Vast
Share-based compensation - Vasta Platform (Successor) | 12 Months Ended |
Dec. 31, 2019 | |
Vasta Platform (Successor) | |
Share-based compensation | |
Share-based compensation | 22 Share-based compensation Certain employees of the Business participate in a restricted share compensation plan of Cogna Group which is detailed below. On September 3, 2018, Cogna Group’s stockholders approved a restricted share-based compensation plan, on which may be granted rights to receive a maximum number of restricted shares not exceeding 19,416,233 1.18 Cogna Group’s obligation to transfer the restricted shares under the Plan, in up to 10 three The number of outstanding restricted shares as of December 31, 2019 was 159,919 10.58 Based on the allocation criteria defined in Note 2 1,372 475 |
Net Revenue from sales and Se_2
Net Revenue from sales and Services - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net Revenue from sales and Services | ||
Net Revenue from sales and Services | 24 Net Revenue from sales and Services The breakdown of net sales of the Company for the year ended December 31, 2020 and 2019 December 31, 2020 December 31, 2019 October 11 to December 31, 2018 Learning Systems Gross revenue 608,200 542,070 101,097 Deductions from gross revenue Taxes ( 40 ) ( 79 ) ( 624 ) Discounts ( 8,603 ) ( 37,989 ) ( 3,263 ) Returns ( 17,553 ) ( 9,350 ) ( 1,443 ) Net revenue 582,003 494,652 95,767 Textbooks Gross revenue 308,298 339,535 138,017 Deductions from gross revenue Taxes ( 250 ) ( 2,251 ) ( 858 ) Discounts - - - Returns ( 72,488 ) ( 58,757 ) ( 28,867 ) Net revenue 235,560 278,527 108,292 Complementary Education Services Gross revenue 63,491 33,106 1,725 Deductions from gross revenue Taxes ( 17 ) ( 37 ) - Discounts ( 6 ) ( 1 ) - Returns ( 2,880 ) ( 1,880 ) ( 39 ) Net revenue 60,588 31,188 1,686 Other services (i) Gross revenue 34,118 83,094 32,408 Deductions from gross revenue Taxes ( 3,864 ) ( 3,686 ) ( 1,230 ) Discounts - ( 911 ) ( 424 ) Returns - ( 605 ) ( 20 ) Net revenue 30,254 77,892 30,734 Total Content & EdTech Gross revenue 1,014,107 997,805 273,247 Deductions from gross revenue Taxes ( 4,171 ) ( 6,053 ) ( 2,712 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 92,921 ) ( 70,592 ) ( 30,369 ) Net revenue 908,406 882,259 236,479 Total Digital Services - Ecommerce Gross revenue 97,632 112,352 10,901 Deductions from gross revenue Taxes ( 2,261 ) ( 3,239 ) ( 481 ) Returns ( 6,149 ) ( 1,689 ) ( 538 ) Net revenue 89,222 107,424 9,882 Total Gross revenue 1,111,739 1,110,157 284,148 Deductions from gross revenue Taxes ( 6,431 ) ( 9,292 ) ( 3,193 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 99,071 ) ( 72,281 ) ( 30,907 ) Net revenue 997,628 989,683 246,361 Sales 967,374 971,250 241,221 Services 30,254 18,433 5,140 Net revenue 997,628 989,683 246,361 (i) Refers also to revenue from sales of textbooks used in preparatory courses for university admission exams. The Company applies the practical expedient described in paragraph 121 15 | |
Vasta Platform (Successor) | ||
Net Revenue from sales and Services | ||
Net Revenue from sales and Services | 23 Net Revenue from sales and Services The breakdown of net sales of the Business for the year ended December 31, 2019 and from period from October 11, 2018 to December 31, 2018 are shown below. The revenue is disaggregated into the categories the Business believes depict how and the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Learning Systems December 31, 2019 October 11 to December 31, 2018 Gross revenue 542,070 101,097 Deductions from gross revenue Taxes ( 79 ) ( 624 ) Discounts ( 37,989 ) ( 3,263 ) Returns ( 9,350 ) ( 1,443 ) Net revenue 494,652 95,767 Textbook December 31, 2019 October 11 to December 31, 2018 Gross revenue 339,535 138,017 Deductions from gross revenue Taxes ( 2,251 ) ( 858 ) Returns ( 58,757 ) ( 28,867 ) Net revenue 278,527 108,292 Complementary Education Solution Gross revenue 33,106 1,565 Deductions from gross revenue Taxes ( 37 ) 160 Discounts ( 1 ) — Returns ( 1,880 ) ( 39 ) Net revenue 31,188 1,686 Gross revenue 83,094 32,408 Deductions from gross revenue Taxes ( 3,686 ) ( 1,230 ) Discounts ( 911 ) ( 424 ) Returns ( 605 ) ( 20 ) Net revenue 77,892 30,734 Total Content & EdTech Platform segment Gross revenue 997,805 273,088 Deductions from gross revenue Taxes ( 6,053 ) ( 2,552 ) Discounts ( 38,901 ) ( 3,687 ) Returns ( 70,592 ) ( 30,370 ) Net revenue 882,259 236,479 E-commerce Gross revenue 112,352 10,901 Deductions from gross revenue Taxes ( 3,239 ) ( 481 ) Discounts — — Returns ( 1,689 ) ( 538 ) Net revenue 107,424 9,882 Total December 31, 2019 October 11 to December 31, 2018 Gross revenue 1,110,157 283,989 Deductions from gross revenue Taxes ( 9,292 ) ( 3,033 ) Discounts ( 38,901 ) ( 3,687 ) Returns ( 72,281 ) ( 30,370 ) Net revenue 989,683 246,361 Sales 971,250 241,221 Services 18,433 5,140 Net revenue 989,683 246,361 (i) Refers also to revenue from textbook sales of preparatory course for university admission exams. The Business applies the practical expedient in paragraph 121 15 |
Costs and Expenses by Nature -
Costs and Expenses by Nature - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Costs and expenses by nature | ||
Costs and Expenses by Nature | 25 Costs and Expenses by Nature Covid 19 The Company discussed and established, together with the managers and the Crisis Management Committee, a cost and expense reduction plan that is in fully underway as planned, and that is highlighted below: a) implementation, as of May or June, depending on the area of 25 three 936 20 90 b) extensive renegotiation of contracts with suppliers (for example: lease agreements, printers, IT services, law services and etc) and the cessation of operations of certain transportation companies for undetermined periods. Most of the renegotiations were based on temporary price reduction. December 31, 2020 December 31, 2019 October 11 to 'December 31, 2018 Salaries and payroll charges (i) ( 279,523 ) ( 200,621 ) ( 62,376 ) Raw materials and productions costs ( 216,791 ) ( 238,635 ) ( 27,267 ) Depreciation and amortization ( 174,088 ) ( 164,932 ) ( 21,770 ) Editorial costs ( 52,794 ) ( 61,281 ) ( 21,638 ) Copyright ( 59,597 ) ( 61,975 ) ( 20,473 ) Advertising and publicity ( 88,965 ) ( 60,416 ) ( 17,091 ) Utilities, cleaning and security ( 19,499 ) ( 11,869 ) ( 9,379 ) Rent and condominium fees ( 14,278 ) ( 20,375 ) ( 7,929 ) Third-party services ( 23,904 ) ( 26,406 ) ( 3,817 ) Travel ( 8,760 ) ( 12,471 ) ( 3,664 ) Consulting and advisory services ( 25,269 ) ( 16,028 ) ( 2,910 ) Impairment losses on trade receivables ( 25,015 ) ( 4,297 ) ( 2,283 ) Material ( 3,708 ) ( 1,087 ) ( 1,762 ) Taxes and contributions ( 2,066 ) ( 3,278 ) ( 267 ) Reversal (provision) for tax, civil and labor risks 2,092 3,325 19 Provision for obsolete inventories ( 4,057 ) ( 6,831 ) 3,098 Income from lease and sublease agreements with related parties 21,683 - - Other income, net 4,283 ( 20,052 ) ( 5,858 ) ( 970,256 ) ( 907,229 ) ( 205,367 ) Cost of sales and services ( 378,003 ) ( 447,049 ) ( 69,903 ) Commercial expenses ( 165,169 ) ( 184,592 ) ( 51,151 ) General and administrative expenses ( 406,352 ) ( 276,427 ) ( 84,898 ) Impairment loss on accounts receivable ( 25,015 ) ( 4,297 ) ( 2,283 ) Other operating income, net 4,283 5,136 2,868 ( 970,256 ) ( 907,229 ) ( 205,367 ) (i) Increase impacted by Bonus IPO expenses recognized in the statement of consolidated Profit and loss, amount R$ 50,580 and also business acquisitions occurred in 2020 . | |
Vasta Platform (Successor) | ||
Costs and expenses by nature | ||
Costs and Expenses by Nature | 24 Costs and Expenses by Nature December 31, 2019 October 11 to December 31, 2018 Salaries and payroll charges ( 200,621 ) ( 62,376 ) Raw materials and productions costs ( 238,635 ) ( 27,267 ) Depreciation and amortization ( 164,932 ) ( 21,770 ) Editorial costs ( 61,281 ) ( 21,638 ) Copyright ( 61,975 ) ( 20,473 ) Advertising and publicity ( 60,416 ) ( 17,091 ) Utilities, cleaning and security ( 11,869 ) ( 9,379 ) Rental and condominium fees ( 20,375 ) ( 7,929 ) Third-party services ( 26,406 ) ( 3,817 ) Travel ( 12,471 ) ( 3,664 ) Consulting and advisory services ( 16,028 ) ( 2,910 ) Impairment losses on trade receivables ( 4,297 ) ( 2,283 ) Material ( 1,087 ) ( 1,762 ) Taxes and contributions ( 3,278 ) ( 267 ) Reversal of provision for risks of tax, civil and labor losses 3,325 19 Provision for losses with obsolete inventories ( 6,831 ) 3,098 Other expenses ( 20,052 ) ( 5,858 ) ( 907,229 ) ( 205,367 ) December 31, 2019 October 11 to December 31, 2018 Cost of goods sold and services ( 447,049 ) ( 69,903 ) Commercial expenses ( 184,592 ) ( 51,151 ) General and administrative expenses ( 276,427 ) ( 84,898 ) Impairment losses on trade receivable ( 4,297 ) ( 2,283 ) Other operating income, net 5,136 2,868 ( 907,229 ) ( 205,367 ) |
Finance result - Vasta Platform
Finance result - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of finance income (cost) [line items] | ||
Finance result | 26 Finance result December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Finance income Income from financial investments and marketable securities (i) 16,907 1,703 1,810 Other finance income 4,077 3,713 2,100 20,984 5,416 3,910 Finance costs Interest on bonds and financing (ii) ( 52,935 ) ( 92,583 ) ( 25,611 ) Imputed interest on suppliers (v) ( 13,854 ) ( 24,612 ) ( 6,817 ) Interest on Loans from related parties (iv) ( 3,344 ) - - Bank and collection fees (iii) ( 17,771 ) ( 847 ) ( 607 ) Interest on provision for tax, civil and labor risks ( 13,297 ) ( 41,428 ) ( 6,591 ) Interest on Lease Liabilities ( 15,077 ) ( 16,312 ) - Other finance costs ( 3,131 ) ( 2,403 ) ( 1,588 ) ( 119,409 ) ( 178,185 ) ( 41,214 ) Financial Result (net) ( 98,425 ) ( 172,769 ) ( 37,304 ) (i) Refers to income from Marketable Securities financial income, due to IPO process occurred on July 31, 2020. (ii) Refers to the Bonds with related parties, which include Saber Serviços Educacionais (“Saber”), which the principal and interests are being paid. (iii) Refers substantially to bank and collection fees incurred in connection with certain bank transactions for example, IPO cash remittance from the USA to Brazil and bank fees related to Bank settlements. (iv) Refers to interest on loans with related parties (see note 20 (v) Refers to interest on reverse factoring that as of December 31, 2019 amounted by R$ 302,104 (R$ 94,930 as suppliers and R$ 207,174 as suppliers – related parties) and as of December 31, 2020, R$ 110,513 . | |
Vasta Platform (Successor) | ||
Disclosure of finance income (cost) [line items] | ||
Finance result | 25 Finance result December 31, 2019 October 11 to December 31, 2018 Finance income Interest on financial investments 1,703 1,810 Other finance income 3,713 2,100 5,416 3,910 Finance costs Interest bonds and financing ( 92,583 ) ( 25,611 ) Imputed interest on suppliers ( 24,612 ) ( 6,817 ) Bank and collection fees ( 847 ) ( 607 ) Interest on provision for risks of tax, civil and labor losses ( 41,428 ) ( 6,591 ) Interest on Lease Liabilities ( 16,312 ) — Other finance costs ( 2,403 ) ( 1,588 ) ( 178,185 ) ( 41,214 ) Finance costs ( 172,769 ) ( 37,304 ) |
Segment Reporting - Vasta Platf
Segment Reporting - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting | ||
Segment Reporting | 27 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 Business’ customers. Thus, reportable segments are: (i) Content & EdTech Platform; and (ii) Digital Platform, The Content & EdTech platform derives its results from core and complementary educational content solutions through digital and printed content, including textbooks, learning systems and other complementary educational services, The Digital Platform aims to unify the entire school administrative ecosystem, enabling private schools to aggregate multiple learning strategies and help them to focus on education, through the Business’ physical and digital e-commerce platform (Livro Fácil) and other digital services. The operations related to this segment initiated with the acquisition of Livro Fácil, Due to the nature of the Business’ e-commerce platform, the Content & EdTech Platform segment sells its printed and digital content to the Digital Platform 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 combined carve-out 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 intrasegment transactions. The following table presents the Business’ revenue, its reconciliation to “profit (loss) before finance result and tax”, assets and liabilities by reportable segment. No other information is used by the CODM when assessing segment performance: December 31, 2020 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 908,406 89,222 997,628 Cost of goods sold and services ( 301,882 ) ( 76,121 ) ( 378,003 ) Operating income (expenses) General and administrative expenses ( 382,740 ) ( 19,329 ) ( 402,069 ) Commercial expenses ( 152,659 ) ( 12,510 ) ( 165,169 ) Other operating income, net - - - Impairment losses on trade receivables ( 25,015 ) - ( 25,015 ) Profit before finance result and taxes 46,110 ( 18,738 ) 27,372 Assets 6,848,198 130,072 6,978,270 Current and non-current liabilities 2,141,107 51,847 2,192,953 December 31, 2019 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 882,259 107,424 989,683 Cost of goods sold and services ( 359,730 ) ( 87,319 ) ( 447,049 ) Operating income (expenses) General and administrative expenses ( 260,338 ) ( 16,089 ) ( 276,427 ) Commercial expenses ( 181,681 ) ( 2,911 ) ( 184,592 ) Other operating net income 5,136 - 5,136 Impairment losses on trade receivables ( 4,297 ) - ( 4,297 ) (Loss) Profit before financial income and taxes 81,349 1,105 82,454 Assets 6,055,892 111,902 6,167,794 Current and non-current liabilities 2,955,764 111,947 3,067,711 From October 11 to December 31, 2018 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 236,479 9,882 246,361 Cost of goods sold and services ( 64,701 ) ( 5,202 ) ( 69,903 ) Operating income (expenses) General and administrative expenses ( 83,963 ) ( 935 ) ( 84,898 ) Commercial expenses ( 49,346 ) ( 1,805 ) ( 51,151 ) Other operating income, net 2,868 - 2,868 Impairment losses on trade receivables ( 2,283 ) - ( 2,283 ) Profit before finance result and taxes 39,054 1,940 40,994 Assets 6,092,753 46,938 6,139,691 Current and non-current liabilities 2,834,102 37,088 2,871,190 The accounting policies of the reportable segments are the same as the Company’s accounting policies described in Note 4.2 The Company operates in Brazil, with no revenue from foreign customers. Additionally, no single customer contributed ten | |
Vasta Platform (Successor) | ||
Segment Reporting | ||
Segment Reporting | 26 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 Business’ customers. Thus, reportable segments are: (i) Content & EdTech Platform; and (ii) Digital Platform. The Content & EdTech platform derives its results from core and complementary educational content solutions through digital and printed content, including textbooks, learning systems and other complimentary educational services. The Digital Platform aims to unify the entire school administrative ecosystem, enabling private schools to aggregate multiple learning strategies and help them to focus on education, through the Business’ physical and digital e-commerce platform (Livro Fácil) and other digital services. The operations related to this segment initiated with the acquisition of Livro Fácil. Due to the nature of the Business’ e-commerce platform, the Content & EdTech Platform segment sells its printed and digital content to the Digital Platform segment. These transactions are priced on an arm’s length basis and are to be settled in cash. However, the eliminations made in preparing these combined carve-out 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 intrasegment transactions. The following table presents the Business’ revenue, its reconciliation to “profit (loss) before finance result and tax” results, assets and liabilities by reportable segment. No other information is used by the CODM when assessing segment performance. Content & EdTech Platform December 31, 2019 Digital Platform Total Net revenue from sales and services 882,259 107,424 989,683 Cost of goods sold and services ( 355,711 ) ( 91,338 ) ( 447,049 ) Operating income (expenses): General and administrative expenses ( 252,475 ) ( 23,952 ) ( 276,427 ) Commercial expenses ( 184,570 ) ( 22 ) ( 184,592 ) Other operating income 5,136 — 5,136 Impairment losses on trade receivables ( 4,168 ) ( 129 ) ( 4,297 ) 90,471 ( 8,017 ) 82,454 Assets 6,055,892 111,902 6,167,794 Current and non-current liabilities 2,955,764 111,947 3,067,711 From October 11 to December 31, 2018 Content & EdTech Platform Digital Platform Total Net revenue from sales and services 236,479 9,882 246,361 Cost of goods sold and services ( 64,701 ) ( 5,202 ) ( 69,903 ) Operating income (expenses): General and administrative expenses ( 83,963 ) ( 935 ) ( 84,898 ) Commercial expenses ( 49,346 ) ( 1,805 ) ( 51,151 ) Other operating income 2,868 — 2,868 Impairment losses on trade receivables ( 2,283 ) — ( 2,283 ) 39,055 1,940 40,994 Assets 6,092,753 46,938 6,139,691 Current and non-current liabilities 2,834,102 37,088 2,871,190 The accounting policies of the reportable segments are the same as the Business’ accounting policies described in note 5 The Business has all its operations held in Brasil, with no revenue from foreign customers. Additionally, no single customer contributed ten |
Non-cash transactions - Vasta P
Non-cash transactions - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Non-cash transactions | ||
Non-cash transactions | 28 Non-cash transactions Non-monetary transactions for the year ended December 31, 2020 and 2019 35,925 31,177 nil 12 3,429 34,852 16 nil 13,676 22 | |
Vasta Platform (Successor) | ||
Non-cash transactions | ||
Non-cash transactions | 27 Non-cash transactions Non-monetary transactions for the year ended December 31, 2019 are: (i) Capitalization of bonds in the amount of R$ 1,508,297 13 1,535,801 13 27,010 15 34,852 15 |
Subsequent events - Vasta Platf
Subsequent events - Vasta Platform (Successor) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of non-adjusting events after reporting period [line items] | ||
Subsequent events | 29 Subsequent events The Company has committed to maintaining investments in strategic projects and improving the provision of services considered essential for long-term growth. In addition, the Company has balanced its net debt to reduce in the long term its cost of capitalization or even reducing debt exposure, as shown below: a. Business Acquisition of Eleva As mentioned on Vasta 6 12 As consideration for the Acquisition in a business combination transaction, Vasta will pay a purchase price amounting to R$ 580 5 adjusted by the positive variation of 100 (“Saber”), an affiliate of Cogna Group that operates the group’s proprietary schools, agreed to sell them, subject to certain conditions precedent (including, but not limited to, the satisfaction of all conditions precedent for closing of the Acquisition). Upon closing of the Acquisition, Somos Sistemas and Eleva will enter into a commercial agreement setting forth the main terms that will guide a long-term partnership with Eleva, including the sales of learning systems materials to approximately 90 (“Saber”), an affiliate of Cogna Group, during a period of 10 The commercial agreement also provides for a commercial discount amounting to R$ 15 4 b. Business Acquisition of Sociedade Educacional da Lagoa Ltda. On March 2, 2021, the Company announced the execution by its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas”), of a Purchase Agreement to acquire (the “Acquisition”), subject to certain conditions precedent, Sociedade Educacional da Lagoa Ltda. (“SEL”). SEL provides technical and pedagogical services to education platforms, including the maintenance of such platforms, development and improvement of contents and training of professionals. Founded in 1997 441 272 12 503 The consideration paid is R$ 65,000 28,124 4 adjusted by the positive variation of 100 7.6 c. Intercompany Loans settled As mentioned in Note 20 CDI+ 3.75 20,950 | |
Vasta Platform (Successor) | ||
Disclosure of non-adjusting events after reporting period [line items] | ||
Subsequent events | 28 Subsequent events a) COVID- 19 On March 11, 2020, the World Health Organization (WHO) raised the contamination status of the Coronavirus outbreak (“COVID- 19 To face this scenario, the Business established a Crisis Committee and developed a work plan covering a series of actions to, first of all, safeguard the physical and mental health of its employees and then preserve operational and financial capacity to face this period. We highlight below the main initiatives carried out by Business: 1 Preserve the health of our employees, such as implementation of a work from home policy and a temporary closure of our distribution centers and reduced operations once re-opened with implementation of health and safety measures recommended by government authorities; 2 Business continuity with through online platforms; 3 Support the financial health, liquidity and cash; 4 Implement restructuring measures, seeking to preserve jobs and the organization’s longevity; 5 Implement organizational changes for the post-COVID world; 6 Strategic Plan for opportunities generated by the crisis; 7 Philanthropic actions that contribute to mitigate the impacts of COVID- 19 8 Provide on-line campaigns to promote our products to potential new customers. Related to sales and services provided to our customers, we emphasize that even after Governments decreed the closure of schools, our customers continued to provide educational services through our virtual platforms. As a result, we had no interruption in the sale and services contracted by our customers. Despite of the continuity of educational services, the process of isolation and closure of schools, in addition to the restriction of mobility in some cities, brought some uncertainty to the logistics process and our business cycle. As an example, we closed our warehouse for almost a month, which caused delays in new deliveries and the returning of goods as well. Considering this, it is likely that we will have some impacts on revenue and profitability through the quarters of 2020 2020 2021 As of the date of the issuance of these combined carve-out financial statements, the Business took the following measures in order to prioritize cash management and increase financial liquidity: Reduction of costs and expenses The Business discussed and established, together with the managers and the Crisis Management Committee, a cost and expense reduction plan that is in full execution and following as planned, and we can already highlight: a) implementation, as of May or June, depending of the area, the reduction in working hours and consequently wages of our administrative and corporate employees by 25 3 90 b) extensive renegotiation of contracts with suppliers (for example: lease arrangements, printers, IT services, law services, etc) and the cessation of operations of certain transportation companies for undetermined periods. Most of the renegotiations are based on temporary price reduction with some cases including extension of the contract for some period. Reduction and postponement of investments Business opted to maintain investments in strategic projects and those related to improving the provision of services, considered essential for long-term growth and partially reduced investments related to non-strategic projects or administrative area, such as IT projects or improvement in performance report indicators. However, Business, will continue to evaluate COVID impacts in its business and in the cash flow and may postpone its plans to expand through acquisitions or investments. Liquidity risk In order to cover possible liquidity deficiencies or mismatches between cash and cash equivalents with short-term debt and financial obligations, the Business continues to operate in the finance markets with operations such as reverse factoring as long as this credit line is offered by banks and accepted by the Business suppliers, and also, with the support from its Parent Entity for at least 13 Parent Company Cogna Educação SA is committed to ensuring, if necessary, that Vasta Platform conducts its business with proper operational continuity and that it has the capacity to settle its obligations. Impairment tests for goodwill during the subsequent event period The Business evaluated the circumstances that could indicate an impairment in its non-financial assets and carried out a sensitivity analysis in the long-term model and cash flows, including any impacts / risks that could be estimated based on our best estimate of future cash flows. The conclusion of these tests provided by Business on April 30, 2020, has not shown any adjustments to be considered necessary for these assets. We understand that this procedure meets the normative requirement to perform an impairment test at least once a year or, as in the present case, at any time when there are impairment indicators. The main assumptions used in the calculations were: (i) 3.5 6.1 10.12 10.08 Net Revenue from sales and services and gross margin We expect sales and services rendered for the first quarter to remain stable over the comparative period in the prior year since annual contracts had been previously executed. However, there are risks related to this Global pandemic event that can impact the Business and may have impacts of its sales and gross margin for full year of 2020 Inventories, including rights to returned goods The Business assessed its inventories and did not identify relevant impacts due to obsolescence or devaluation of inventories and did not identify relevant impacts on the realization of rights to returned goods. One Other assets The Business has not identified any changes in circumstances that indicate the impairment of other assets, but informs that it will continue to actively monitor the impacts derived from the COVID- 19 b) Subsequent acquisition • A & R Comercio e Serviços de Informática Ltda (“Pluri”) On January 2020, the Business concluded the acquisition of Pluri for R $ 27,790 The payment will be made in three 31/01/2020: R$ 15,359 31/01/2021: R$ 9,431 31/01/2023: R$ 3,000 • Mind Makers Editora Educacional (“Mind Makers”) On February 13, 2020, we entered into a purchase agreement to purchase the entire ownership interest of Mind Makers Editora Educacional Ltda., or MindMakers, a company that offers computer programming and robotics courses and helps students develop skills relevant to their educational progress, such as coding and product development, as well as entrepreneurial and socio-emotional skills including teamwork, leadership and perseverance. The total purchase price was R$ 18.2 10.0 2021 2022 2021 2022 6.6 |
General Information - Somos - A
General Information - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
General Information | ||
General Information | 1 The Company and Basis of Presentation 1.1 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 31 The Company has built a “Platform as a Service,” solution or PaaS, with two Content & EdTech Platform and Digital Services. The Company’s Content & EdTech Platform combines a multi-brand and tech-enabled array with digital and printed content through long-term contracts with partner schools. Since July 31, 2020, VASTA Platform Ltd. is 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”. 1.1.1 19 It is well accepted now that the global Coronavirus (“COVID- 19 In response to this scenario, the Company established a Crisis Committee and developed plans to protect the business, the health of its employees and its customer base. We highlight below the main initiatives carried out by the Company: 1 2 3 4 5 6 7 19 8 As a result of our actions, despite school lockdowns and social distancing restrictions, our customers were able to continue providing their educational services through our virtual platforms. As a result, the Company recorded no interruption in the sales and service levels contracted by our customers. Despite continuity of educational services, the continuing restrictions on business will affect the Brazilian economic indicators throughout next year. This increases the level of uncertainty over our operations, and therefore, it is likely that we will identify impacts on our revenue and profitability in the forthcoming quarters. 1.2 VASTA Platform, from October 11, 2018 until July 23, 2020, was not a separate legal entity. The Business (here mentioned when the company presented its financial statements combined with other entities) comprised combined carved-out historical balances of certain assets, liabilities and results of operations related to the delivery of educational content for private sector basic and secondary education (“K- 12 On October 11, 2018, Cogna (the ultimate Parent Entity) acquired control over Somos Educação S.A (hereinafter referred to as “Somos” or in combination with its subsidiaries, which included Somos Educação S.A. and Somos Sistemas de Ensino S.A (“Somos Sistemas” or “Anglo”) hereinafter referred to as “Somos Group”) for a consideration of R$ 6.3 5.7 0.6 3.3 12 12 12 As part of an effort to streamline its operations, Cogna Group performed a comprehensive corporate restructuring concluded on December 31, 2019, to enhance the corporate structure (i.e. reducing the number of legal entities in the Cogna Group and improving overall synergies). The Consolidated Financial Statements for the year ended December 31, 2019 included historical financial information and operations of the following legal entities (“Parent Entities”): Vasta Platform Ltda. (“Vasta’s Parent Company”) Somos Educação S.A. (“Somos”); Somos Sistemas de Ensino S.A. (“Somos Sistemas”); Editora Ática S.A. (“Ática”); Saraiva Educação S.A. (“Saraiva”); Editora Scipione S.A. (“Scipione”); Maxiprint Editora Ltda. (“Maxiprint”); Red Ballon – Somos Idiomas S.A. (“English Star”); Livraria Livro Fácil Ltda (“Livro Fácil”); Colégio Anglo São Paulo Ltda. (“Colégio Anglo”); and Saber Serviços Educacionais S.A. (“Saber”) On January 7, 2020, the Company concluded the acquisition of the entire ownership interest in Pluri. On February 13, 2020, the Company concluded the acquisition of the entire ownership interest in Mind Makers, see Note 5 On July 23, 2020, prior to the completion of the Initial Public Offiering – IPO (note 1.3 100 2.426 As all the entities that were involved in the corporate restructuring were under common control, this reorganization was accounted for using the historical basis of the related assets and liabilities as recorded by the Cogna Group and did result in an overall change in the shareholding structure. On November 20, 2020, the Company acquired an ownership interest in Meritt Informação Educacional Ltda. See Note 5 On December 31, 2020 the Consolidated Financial Statements are comprise by the following entities, which are all fully owned by Company: Vasta Platform Ltd. (“Vasta’s Parent Company”); Somos Sistemas de Ensino S.A. (“Somos Sistemas”); Livraria Livro Fácil Ltda (“Livro Fácil”); Colégio Anglo São Paulo Ltda. (“Colégio Anglo”); A & R Comercio e Serviços de Informática Ltda. (“Pluri”); Mind Makers Editora Educacional (“Mind Makers”); and Meritt Informação Educacional Ltda. (“Meritt”). 1.3 On July 31, 2020 the Company held its public offering at amount of US$ 19.00 share, pursuant to the U.S. Securities Act of 1933 333,522 1,836,317 18,575,492 141,173 | |
Somos - Anglo (Predecessor) | ||
General Information | ||
General Information | 1 General Information Somos - Anglo (hereinafter referred to as the “Business”), is not a separate legal entity. The Business is comprised of combined carved-out historical balances of certain assets, liabilities and results of operations related to the delivery of educational content to the private sector to basic and secondary education (“K- 12 Thus, these combined carve-out financial statements include historical financial information and operations from the following legal entities (hereinafter referred to as “Parent Entities”): • Somos Educação S.A. (“Somos”) • Somos Sistemas de Ensino S.A. (“Somos Sistemas”) • Editora Ática S.A. (“Ática”) • Saraiva Educação S.A. (“Saraiva”) • Editora Scipione S.A. (“Scipione”) • Maxiprint Editora Ltda. (“Maxiprint”) • Red Ballon – Somos Idiomas S.A. (“English Star”) • Livraria Livro Fácil Ltda. (“Livro Fácil”) • Colégio Anglo São Paulo Ltda. (“Colégio Anglo”) The Business’ activities include integrated solutions for Basic Education that comprehends a platform of products (including process of creation and manufacturing books), learning systems, solutions and technology support services focused on early childhood education, primary education and high school. Accordingly, the Business’ is mainly engaged in: (i) preparing, selling, and distributing textbooks, teaching aids, and workbooks, especially with educational, literary, and information contents as well as teaching systems; (ii) developing educational solutions for elementary, basic and high school education activities; and (iii) developing software for adaptive teaching and optimizing academic management. These combined carve-out financial statements were prepared for its inclusion in a Registration Statement (“Form F- 1 |
Preparation basis and present_2
Preparation basis and presentation of Combined Carve-out Financial Statements - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Preparation basis and presentation of Combined Carve-out Financial Statements | ||
Preparation basis and presentation of Combined Carve-out Financial Statements | 2 Basis of preparation and presentation of the Consolidated Financial Statements and Combined Carve-out Financial Statements The Consolidated and Carve-out Financial Statements of Vasta Platform, the reporting entity, have been prepared in accordance with the International Financial Reporting Standards (IFRS) and interpretations as issued by the International Accounting Standards Board (“IASB”). a. Vasta Platform’s Combined Carve-out Financial Statements The combined financial statements were prepared until July 23, 2020 (completion of corporate restructuring described in note 1.2 31 2019 11 31 2018 IFRS provides no guidelines for the preparation of combined carve-out financial statements, which are therefore subject to the principles given in International Accounting Standards (IAS) 8.12 The Combined Carve-out Financial Statements have been prepared in order to present the Business’ historical financial condition, the performance of its operations and its respective cash flows, The Combined Carve-out Financial Statements materially reflect the financial statements of the “K- 12 The combined carved-out assets, liabilities and results of operations of the Business arebased on the historical accounting records of the Parent Entities. The balances in trade receivables, inventories, property, plant and equipment, intangible assets and goodwill, suppliers, bonds and financing, provision for risks of tax, civil and labor losses, financial expenses related to said bonds and financing, revenue and costs of goods sold and services relating to the Business were individually identified. Carve-out expenses related to salaries, social contribution and share-based programs, including those related to the members of the Board of Directors and the Audit Committee, the CEO, the vice-presidents and the statutory officers of Cogna Group, were allocated to the Business through assessment of the nature of the tasks performed by the Parent Entity’s key personnel and employees and their connection with the activities of the Business. Historically, Cogna Group provided certain corporate functions to the Business and costs associated with these functions were allocated to the Business. These functions included corporate communications, human resources, treasury, corporate controllership, internal audit, information technology, corporate and legal compliance, and insurance. The costs of such services were allocated to the Business based on the most relevant allocation method to the service provided, primarily based on the relative percentage of headcount or revenue attributable to the Business. The charges for these functions are included in general and administrative expenses in the combined carve-out statement of profit or loss and other comprehensive income. Cash and cash equivalents and changes in cash flows, of Somos Sistemas, Livro Fácil Ltda. and Colégio Anglo, held locally and specifically related to the operations of the Business, have been included in the combined carve-out financial statements. Except for those entities, allocated costs and expenses have generally been considered to have been paid by the Parent Entities in the year in which the costs were incurred. Amounts receivable from or payable to the Parent Entities have been classified in the combined carve-out statement of financial position within under “Parent’s company net investment”. The Business reflected the cash received from and expenses paid by the Parent Entities on behalf of the Business’operations as a component of “Net investment” in the combined carve-out statement of changes in parent’s company net investment and combined carve-out statement of cash flows. Income taxes were determined based on the assumption that the operations carved-out to the Business were a single separate taxable entity. This assumption implies attributable income was determined based on a carve-out basis and adjusted to reflect applicable regulations. Thus, determination of income tax and social contribution expenses is based on assumptions, attributions, and estimates, including those used to prepare the combined carve-out financial statements. The taxes paid have been allocated based on amounts that would have been due if the business were a separate reporting entity. Management believes that the assumptions that were applied in the combined carve-out financial statements, including assumptions related to recognition of general expenses are reasonable. However, the combined carve-out financial statements may not be indicative of the Business’s future performance and may not reflect what the consolidated results of operations, financial position and cash flows would have been had the Business operated as an independent entity during the period presented and thus should not be used to calculate dividends, taxes or for other corporate purposes. To the extent that an asset, liability, revenue or expense is directly associated with the Business, it is reflected in the accompanying combined carve-out financial statements. All significant intercompany transactions and balances within the Business have been eliminated. Reconciliation of the Parent Company’s Net Investment and the Company’ s shareholders’ equity as of July 23, 2020 Parent Company’s Net Investment Adjustment Compnay’s shareholders’ equity Shares issued upon legal reorganization 3,093,748 29,497 3,123,245 Share-based compensation reserve - ( 686 ) ( 686 ) Accumulated losses for the period (i) - ( 28,811 ) ( 28,811 ) 3,093,748 - 3,093,748 (i) The capital contributed by the controlling shareholders in the Vasta Platform’s share capital was calculated based on the Carve-out Equity prior to the contribution of the investment from Cogna to Vasta Platform amounting to R$ 3,123,245 . the amount of R$ 28,811 refers to net income for the period from January 1, 2020 to contribution date. b. Vasta’s Consolidated Financial Statements Since July 23, 2020, the Company has prepared the Consolidated Financial Statements which include the accounts of the Company and its consolidated subsidiaries. Since all entites were under common control as of the date of the initial public offering, the results for the year ended December 31, 2020 are presented as if consolidated for the entire year. c. Functional and Presentation Currency The Consolidated and Combined Carve-out Financial Statements are presented in thousands of Brazilian Reals (“R$”), which is the Company functional currency. All financial information presented in R$ has been rounded to the nearest thousand, except as otherwise indicated. d. Measurement basis The Consolidated and Combined Carve-out Financial Statements were prepared based on historical cost, except for certain assets and liabilities that are measured at fair value, as explained in the accounting policies below. | |
Somos - Anglo (Predecessor) | ||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||
Preparation basis and presentation of Combined Carve-out Financial Statements | 2 Preparation basis and presentation of Combined Carve-out Financial Statements The combined carve-out financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations as issued by the International Accounting Standards Board (“IASB”), except for the lack of presentation of a combined carve-out statement of financial position and related notes as of October 10, 2018, and the combined carve-out statement of profit and loss and other comprehensive income and related notes for the comparative period from January 01, 2017 to October 10, 2017, which constitute a departure from IFRS as issued by IASB. All IFRS issued by the IASB, effective at the time of preparing these combined carve-out financial statements have been applied. IFRS 1 1 The preparation of combined carve-out financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Business’ accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to these combined carve-out financial statements are disclosed in Note 3 IFRS provides no guidelines for the preparation of combined carve-out financial statements, which are therefore subject to the principles given in International Accounting Standards (IAS) 8.12 These combined carve-out financial statements were prepared in order to present the Business’ historical financial position, the performance of its operations and its respective cash flows as of December 31, 2017 and January 1, 2017 and for the period from January 1, 2018 to October 10, 2018 and for year ended December 31, 2017. These combined carve-out financial statements aim to materially reflect the financial statements of the “K- 12 The combined carved-out assets, liabilities and results of operations of the Business were obtained based on the historic accounting records of Parent Entities. The balances in trade receivables, inventories, property, plant and equipment, intangible assets and goodwill, suppliers, bonds and financing, provision for risks of tax, civil and labor losses, financial expenses related to said bonds and financing, revenue and costs of goods sold and services relating to the Business were individually identified. Carve-out expenses related to salaries, social contributions and share-based programs, including those related to the members of the Board of Directors and the Audit Committee, the CEO, the vice-presidents and the statutory officers of Somos Group, were allocated to the Business through assessment of the nature of the tasks performed by Parent Entities’ key personnel and employees and their connection with the activities of the Business. Historically, Somos Group provided certain corporate functions to the Business and costs associated with these functions were allocated to the Business. These functions included corporate communications, human resources, treasury, corporate controllership, internal audit, information technology, corporate and legal compliance, and insurance. The costs of such services were allocated to the Business based on the most relevant allocation method to the service provided, primarily based on relative percentage of headcount or revenue attributable to the Business. The charges for these functions are included in general and administrative expenses in the combined carve-out statement of profit or loss and other comprehensive income. Cash and cash equivalents and changes in cash flows of Somos Sistemas, Livro Fácil Ltda. and Colégio Anglo, held locally and specifically related to the operations of the Business, have been included in these combined carve-out financial statements. Except for those entities, allocated costs and expenses have generally been considered to have been paid by the Parent Entities in the year in which the costs were incurred. Amounts receivable from or payable to the Parent Entities have been classified in the combined carve-out statement of financial position within “Parent’s net investment”. The Business reflected the cash received from and expenses paid by the Parent Entities on behalf of the Business’ operations as a component of “Net investment” in the combined carve-out statement of changes in parent’s net investment and combined carve-out statement of cash flows. Income taxes were determined based on the assumption that the operations carved-out to the Business were a single separate taxable entity. This assumption implies attributable income was determined based on a carve-out basis and adjusted to reflect applicable regulations. Thus, determination of income tax and social contribution expenses is based on assumptions, attributions and estimates, including those used to prepare these combined carve-out financial statements. The taxes paid have been allocated based on amounts that would have been due if the business were a separate reporting entity. Management believes that the assumptions used in these combined carve-out financial statements, including assumptions related to recognition of general expenses are reasonable. However, the combined carve-out financial statements may not be indicative of the Business’ future performance and may not reflect what the consolidated results of operations, financial position and cash flows would have been had the Business operated as an independent entity during all the periods presented and thus should not be used to calculate dividends, taxes or for other corporate purposes. To the extent that an asset, liability, revenue or expense is directly associated with the Business, it is reflected in the accompanying combined carve-out financial statements. All significant intercompany transactions and balances within the Business have been eliminated. a. Functional and Presentation Currency These combined carve-out financial statements are presented in thousands of Brazilian Real (“R$”), which is the Business functional currency. All financial information presented in R$ has been rounded to the nearest thousand value, except otherwise indicated. b. Measurement basis The combined carve-out financial statements were prepared based on historical cost, except for certain assets and liabilities that are measured using fair values, as explained in the accounting policies below. |
Use of estimates and judgemen_3
Use of estimates and judgements - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Use of estimates and judgements | ||
Use of estimates and judgements | 3 Use of estimates and judgements In preparing the Consolidated and Combined Carve-out Financial Statements, Management has made judgements and estimates that affect the application of Company´ accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Those estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances. Revisions to estimates are recognized prospectively. 3.1 Judgements a. Determination of the lease period The Company has lease contracts where it acts as lessee and it is related to warehousing, equipment and computers used to learning systems and education solutions. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be exercised (or not terminated). For leases of warehouses, equipment or even computer used in education solutions, the following factors are normally the most relevant: If there are significant penalties for termination (or not to extend), the Company is reasonably certain to extend (or not terminate) the lease. If there are any leasehold improvements with significant residual balances, the Company is reasonably certain to extend (or not terminate) the lease. Also, the Company considers other factors including past practices related to the use of specific categories of assets (leased or owned assets) as well as the historical length of the leases and the costs and business disruptions required to replace the leased asset. See Note 16 3.2 Assumptions and estimation uncertainties a. Deferred Income tax and social contribution The liability method is used to account for deferred income tax and social contribution in respect of temporary differences between the carrying amount of assets and liabilities and the related tax bases. The amount of deferred tax assets is reviewed at the end of each reporting period and reduced for the amount that is no longer probable to be realized through future taxable income. The estimates of the availability of future taxable income against which deductible temporary differences and tax losses may be used to reduce income taxes expenses, therefore, deferred tax assets are subject to significant judgement. Additionally, future taxable income may be higher or lower than the estimates considered in determining the deferred tax assets. See Note 22 b. Provision for risks of tax, civil and labor losses The Company is a party to judicial and administrative proceedings. It accounts for provisions for all judicial proceedings whose likelihood of loss is probable. The assessment of the likelihood of a loss and the estimate of probable disbursements by the Company, in connection of such losses, include the evaluation of available evidence as well the opinion of internal and external legal advisors. See Note 21 c. Impairment losses on trade receivables The expected credit losses (“ECL”) for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s historical collection information, existing market conditions, as well as forward looking estimates at the end of each reporting period. Due to the risk caused by market conditions resulting from the COVID- 19 10 d. Provision for inventory obsolescence When estimating its provision for inventory obsolescence, the Company applies relevant assumptions to determine the level of inventory obsolescence, from editorial information (aging analysis) to commercial imputs regarding prospective sales. All those assumptions depend on the level of regular assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in the inventory. See Note 11 e. Impairment of Goodwill The Company annually tests goodwill for impairment based on the recoverable amounts of Cash Generating Units (CGUs), determined based on estimated value-in-use calculations. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for a foreseeable future and it do not include restructuring activities to which the Company has not yet committed or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the Discounted Cash Flow (DCF) model as well as to expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill recognized by the Company. The scenario analysis became more challengeable in period of uncertainties regarding the economic environment caused by COVID- 19 13 f. Rights to Returned Goods and Refund Liabilities Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allows product returns (generally for period of four 17 The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. See Note 11 The judgments over this estimate are critical once the historical demand is harmed by macroeconomic effects such as the demand curve caused by COVID- 19 g. Restricted share units and its basis of measurement The Company has restricted share units and in July 2020, increased the participation of eligible persons in the creation of value and profitability for the Company by providing such persons with an opportunity to obtain restricted share units and thus provide an increased incentive for eligible persons to make significant and extraordinary contributions to the long-term performance and growth of the Company. This plan is named as Long-Term Compensation plan- “ILP”. This plan is incurred during a vesting period, when the Company will pay a fixed number of shares based on a fixed price (determined on the grant date) during the vesting period of five 23 h. Fair value measurements and valuation processes In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 2 3 The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one 7 Fair value measurement assumptions are also used for determination of expenses with Share-based Compensation, which are disclosed in Note 23 | |
Somos - Anglo (Predecessor) | ||
Use of estimates and judgements | ||
Use of estimates and judgements | 3 Use of estimates and judgements In preparing these combined carve-out financial statements, Management has made judgements and estimates that affect the application of Business’ accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Those estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances. Revisions to estimates are recognized prospectively. a. Judgements The following notes present the significant judgements that Management has made in the process of applying the Business accounting policies and that have the most significant effect on the amounts recognized in these combined carve-out financial statements. • Note 2 • Note 6 • Note 6 23 b. Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities in the next financial year is included in the following notes: • Deferred taxes (Note 21 The liability method (as described in IAS 12 The amount of deferred tax assets is reviewed at the end of each reporting period and reduced for the amount that is no longer probable to be realized through future taxable profits. The estimates of the availability of future taxable income against which deductible temporary differences and tax losses may be used to realize deferred tax assets is subject to significant judgement. Additionally, future taxable profits may be higher or lower than the estimates considered in determining the deferred tax assets. • Provision for risks of tax, civil and labor losses (Note 20 The Business is party to a number of judicial and administrative proceedings. It accounts for provisions for all judicial proceedings whose likelihood of loss is probable. The assessment of the likelihood of a loss and the estimate of probable disbursement by the Business, in connection of such losses, includes the evaluation of available evidence, including the advice of internal and external legal advisors. Management believes that provisions are sufficient and are correctly presented in the combined carve-out financial statements. • Impairment losses on trade receivables (Note 10 When measuring Estimated Credit Losses (“ECL”) the Business uses reasonable and supportable forward looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other. The Business carries out analyses of trade receivables, considering the risks involved, and records a provision to cover future estimated losses. The Business measures its impairment losses on trade receivables at an amount equal to lifetime ECL estimated using a provision matrix on a monthly basis. This matrix is prepared by analyzing the receivables established each month (in the 12 The gross carrying amount of trade receivables is written off when the Business 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 are recognized directly in results upon collection. • Provision for inventory obsolescence (Note 11 When estimating its provision for inventory obsolescence, the Business uses an aging analysis consistent with its business model, assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in stock. • Impairment (Note 13 The Business tests annually goodwill for impairment based on the recoverable amounts of Cash-generating Units (CGUs), that have been determined based on estimated value-in-use calculations. The value-in-use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for the next five 13 • Rights to Returned Goods and Refund Liabilities (Note 11 16 Pursuant to the terms of the contracts with some customers, they are required to provide the Business with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Business to start the delivery of its products. Since the contracts allow product returns (generally for period of four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recovered goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Business reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. • Fair value measurements and valuation processes In estimating the fair value of an asset or a liability, the Business uses market-observable data to the extent it is available. Where Level 1 2 3 The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one 26 Fair value measurement assumptions are also used for determination of expenses with Share-based Compensation, which are disclosed in note 22 |
Change in significant accountin
Change in significant accounting policies - Somos - Anglo (Predecessor) | 9 Months Ended |
Oct. 10, 2018 | |
Somos - Anglo (Predecessor) | |
Change in significant accounting policies | |
Change in significant accounting policies | 4 Change in significant accounting policies The Business adopted IFRS 15 9 a. IFRS 15 IFRS 15 18 11 15 The Business assessed the new standard, considering the nature of its main transactions. Contracts were analyzed, as were the rights and obligations of each party, as well as payment terms and types of services or products in each individual contract. No significant impacts on the combined carve-out financial statements were identified and changes in accounting policies and further description of the Business sources of revenue are included in Note 6 15 b. IFRS 9 The standard establishes requirements to classification, recognition and measurement of financial assets, financial liabilities and some contracts for the purchase or sale of non-financial items. This standard replaces IAS 39 9 After analyzing the new accounting standard, the Business concluded that there were no significant impacts arising from its adoption. The Business’ financial assets are mainly financial investments remunerated based on the Interbank Deposit Certificate (“CDI”) interest rate (Note 9 10 9 The Business’ financial liabilities are mainly represented by bonds (Note 14 15 17 9 Furthermore, the Business: (i) did not identify significant impacts with respect to the new impairment model; (ii) does not have any hedge instruments; and (iii) does not have highly complex financial instruments. New accounting policies related to this standard are included in Note 6 |
New standards and interpretat_2
New standards and interpretations not yet adopted - Somos - Anglo (Predecessor) | 9 Months Ended |
Oct. 10, 2018 | |
Somos - Anglo (Predecessor) | |
New standards and interpretations not yet adopted | |
New standards and interpretations not yet adopted | 5 New standards and interpretations not yet adopted New standards issued by the IASB will become effective for the year commencing on January 1, 2019. The Business did not early adopt these standards for preparation of these combined carve-out financial statements. a. IFRS 16 This standard introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low-value items. IFRS 16 17 4 15 27 The Business applied the new standard on January 1, 2019, with the cumulative effect of adopting IFRS 16 The Business opted to not apply the practical expedient to grandfather the definition of a lease in transition. This means that Business’s Management identified all contracts entered into before January 1, 2019 and assessed whether they contain leases according to the new accounting rules established by IFRS 16 The Business applied the two twelve The Business also applied the following available practical expedients for measuring its adoption impacts: • Use of a single discount rate for each rental portfolio with reasonably similar characteristics, in this sense, the incremental borrowing rate, measured on January 1, 2019, applicable to each of the leased asset portfolios, was obtained. Through this methodology, the Business obtained a weighted average rate of 9.67 • Applied the short-term leases exemptions to leases with lease term that ends within 12 • Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application; • Used hindsight in determining the lease term where the contract contains options to extend or terminate the lease; • The Business did not separate non-lease components from contracts that also have lease components. As a result of the above facts, the Business recognized the following amounts as of January 1, 2019: Opening balance adjustments Non-current assets Property, plant and equipment 154,681 Deferred Income Tax and Social Contribution 3,278 157,959 Current liabilities Lease liabilities 13,275 Non-current liabilities Lease liabilities 145,931 159,206 Parent’s net investment ( 1,247 b. IFRIC 23 On June 7, 2017, the IFRS Interpretations Committee (IFRS IC) issued IFRIC 23 12 23 IFRIC 23 • determine whether uncertain tax positions are assessed separately or as a group; and • assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an entity in its income tax filings: • If yes, the entity should determine its accounting tax position consistently with the tax treatment used or planned to be used in its income tax filings. • If no, the entity should reflect the effect of uncertainty in determining its accounting tax position. The Interpretation is effective for annual periods beginning on or after 1 January 2019. Entities can apply the Interpretation with either full retrospective application or modified retrospective application without restatement of comparative periods or prospectively. The Business’ Management does not anticipate that the application of the interpretation will have a material impact on the Business’ combined carve-out financial statements. |
Significant accounting polici_2
Significant accounting policies - Somos - Anglo (Predecessor) | 9 Months Ended |
Oct. 10, 2018 | |
Somos - Anglo (Predecessor) | |
Significant accounting policies | |
Significant accounting policies | 6 Significant accounting policies The significant accounting policies applied in the preparation of these combined carve-out financial statements are presented below. These policies have been consistently applied in the periods presented herein, except for those disclosed in Note 4 a. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly-liquid short-term investments that are readily convertible into a known amount of cash and are subject to immaterial risk of change in value. b. Financial Assets and Liabilities a. Policies applicable as from January 1, 2018 As from the adoption of IFRS 9 2018 i. Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way how the Business manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, through the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: • The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; • how the performance of the portfolio is evaluated and reported to the Business’ management; • risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed; • how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or in contractual cash flows obtained; and • the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset at initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated to the outstanding principal value during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Business considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. It includes evaluating whether the financial asset contains a contractual term that could change the time or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Business considers the following: • contingent events that change the amount or timing of cash flows; • terms that may adjust the contractual rate, including variable rates; • the prepayment and the extension of the term; and • the terms that limit the access of the Business to cash flows of specific assets (for example, based on the performance of an asset). Due to their natures, for the period from January 1, 2018 to October 10, 2018, Business’ financial assets are classified as “measured at amortized cost”. Financial assets are not reclassified after initial recognition, unless the Business changes the business model for the management of financial assets, in which case all affected financial assets are reclassified on the first day of the reporting period subsequent to the change in the business model. Financial liabilities are classified as measured at amortized cost or at FVTPL. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such in initial recognition. Due to their natures, for the period from January 1, 2018 to October 10, 2018, Business’ financial liabilities are classified as “measured at amortized cost”. ii. Initial Recognition and Subsequent Measurement Trade receivable are initially recognized on the date that they were originated. All other financial assets and liabilities are initially recognized when the Business becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the combined carve-out statement of profit or loss and other comprehensive income. Financial assets are derecognized when the rights to receive cash flows have expired or have been transferred and the Business has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the “Financial assets at fair value through profit or loss”, as well as interest income accrued over “Assets measured at amortized cost”, are presented in the combined carve-out statement of profit or loss and other comprehensive income within “Finance income” in the period in which they arise. The Business derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Business also derecognizes a financial liability when terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the combined carve-out statement of profit or loss and other comprehensive income. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the combined carve-out statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Business or the counterparty. iv. Impairment of financial assets The Business assesses on a prospective basis the expected credit losses (“ECL”) associated with its financial assets instruments carried at amortized cost, with accruals and reversals recorded in the combined carve-out statement of profit or loss and other comprehensive income. ECLs are based on the difference between the contractual cash flows due in accordance with the contract terms and all the cash flows that the Business expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk, where: • expected credit losses are calculated for the next 12 12 12 12 • In the event of a significant increase in credit risk, expected lifetime credit losses are recorded as per the expected credit losses that result from all possible default events over the expected life of the financial instrument. For trade receivables, the Business applied the simplified approach of the standard and calculated impairment losses based on lifetime expected credit losses as from their initial recognition, as described in Note 3 b. Policies applicable up to December 2017 As permitted by the transition rules for IFRS 9 i. Classification The Business classified its financial assets as “loans and receivables”. The classification depended on the purpose for which the financial assets had been acquired. Financial assets were included in current assets, except for those with maturities greater than 12 Financial liabilities were classified as “Other financial liabilities measured at amortized cost”. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such in initial recognition. ii. Initial Recognition and Subsequent Measurement The initial measurement was not affected by the adoption of IFRS 9 Loans and receivables were carried at amortized cost using the effective interest rate method. Financial assets were derecognized when the rights to receive cash flows have expired or have been transferred and the Business had transferred substantially all the risks and rewards of ownership. The Business derecognized a financial liability when its contractual obligations were discharged or canceled or expired. The Business also derecognized financial liabilities when terms were modified, and the cash flows of the modified liability were substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) was recognized in the combined carve-out statement of profit or loss and other comprehensive income. iii. Impairment of financial assets The Business assessed at each reporting date whether there had been objective evidence that a financial asset or group of financial assets were impaired. The Business used its accumulated historical experience to estimate the future cash flows of its financial assets on a portfolio level in order to reliably estimate its impairment losses. The amount of any impairment loss was recognized in the combined carve-out statement of profit or loss and other comprehensive income. c. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted moving average method. The cost of finished goods and work in process comprises third parties printing costs, raw materials and editorial costs (e.g. design costs, direct labor, other direct costs and related production overheads). Editorial costs incurred during the development phase of a new product are presented within inventories as “Work in Process”, once materials are substantially reviewed on a yearly basis. After the commercialization begins, any subsequent costs incurred is recognized within the combined carve-out statement of profit or loss and other comprehensive income as “costs of goods sold and services”, according to the accrual period on which the services are rendered. The Business records provisions for losses on products and slow-moving items using an aging analysis consistent with its business model, assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in stock. If losses are no longer expected, the provision is reversed. Management periodically evaluates whether the obsolete inventories need to be destroyed. The Business also records its right to returned goods assets within its inventories. See note 3 d. Property, Plant and Equipment Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Business, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to the combined carve-out statement of profit or loss and other comprehensive income during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, buildings and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 Land (for finance leasings) 10 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the combined carve-out statement of profit or loss and other comprehensive income when control of the asset is transferred. e. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Business reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. f. Intangible Assets and Goodwill The Business’ intangible assets are mostly comprised of software, trademarks, customer portfolio and goodwill. Those items are further described below: a. Goodwill Goodwill is initially recognised and measured as set out in note 6 Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to the cash-generating unit expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, at the end of each fiscal year, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. b. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria (e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets are amortized on the straight-line method over their estimated useful lives, not greater than 5 c. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 30 d. Customer portfolio Customer portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relations have an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship ( 10 g. Copyrights The business accounts for different copyrights agreements as follows: 1 Copyrights are paid to the authors of the content included within the textbooks produced by the Business and are calculated based on agreed upon percentages of revenue or cash inflows related to the books sold, as defined in each contract. Payments are made on a monthly, quarterly, semi-annually, annually or hybrid basis. For these contracts the authors maintain the legal title of the copyrights. These copyrights are charged to the combined carve-out statement of profit or loss and other comprehensive income on an accrual basis when the products are sold. 2 In some instances where the authors maintain the legal title of the copyrights, contracts require the anticipation of part of the payment or even the full downpayment of forecasted sales before the authors start the production of the content. In such cases, copyrights are recognized as a “Prepayments” in the combined carve-out statement of financial position and charged to the combined carve-out statement of profit or loss and other comprehensive income when the books are sold based on the related sales forecast. The business reviews regularly the forecast sales to determine if an impairment is required. 3 When the Business purchases permanently the legal title of the copyright from the authors, the amounts are capitalized within “Intangible Assets and Goodwill” as “Other intangible assets” and are amortized on the straight-line method over their estimated useful lives, not greater than 3 h. Impairment of non-financial assets Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units—CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following an impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in the combined carve-out statement of profit or loss and other comprehensive income is not reversed. i. Suppliers (including Reverse Factoring) Suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method. Some of the Business’ domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Business to financial institutions without right of recourse, in a transactions characterized as “Reverse Factoring”. The Business imputed interest over the payment term at a rate that is commensurate with its own credit risk which are subsequently recorded as finance cost using the effective interest rate method. The effects of Reverse Factoring on the combined carve-out statement of cash flows are recognized within “Cash flow from operating activities”. j. Leases Assets held under finance leases are recognized as property, plant and equipment at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The depreciation policy for depreciable leased assets is consistent with that for depreciable assets that are owned, unless there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term, and thus the asset is depreciated over the shorter of the lease term and its useful life. The corresponding liability to the lessor is included in the combined carve-out statement of financial position within “Bonds and Financing”. Lease payments are apportioned between finance expenses and reduction of the lease obligation to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses incurred are recognized in the combined carve-out statement of profit or loss and other comprehensive income. Rentals payable under operating leases are charged to the combined carve-out statement of profit or loss and other comprehensive income on a straight-line basis over the term of the relevant lease. k. Provision for risks of Tax, Civil and Labor Losses The provisions for risks related to lawsuits and administrative proceedings involving tax, civil and labor matters are recognized when (i) the Business has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. The likelihood of loss of judicial/administrative proceedings in which it is a party as a defendant is assessed by Management on the probable outcome of lawsuits on the reporting dates. Provisions are recorded in an amount the Business believes it is sufficient to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized within general and administrative expenses when incurred. l. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated based on pre-tax profit. The IRPJ and CSLL are calculated based on the nominal statutory rates of 25 9 Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. m. Employee Benefits The Business has the following employee benefits: a. Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Business has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Business also provides its commercial team with commissions calculated considering existing sales and revenue targets that are reviewed periodically. These values are accrued within “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being done twice a year (January and June). Since commissions are paid based on the annual sales of each contract, the Business elected to use the practical expedient to expense the costs as incurred. b. Pension Contributions The Business’ pension contributions are associated with defined contribution schemes. Once the contributions have been made, the Business has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred (i.e. have rendered service entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses. c. Share-based Payments As a form of incentive to boost performance and assure continuing relationships with the officers and/or employees of the Business, they have been included in the share-based compensation program of Somos. This Parent Entity is solely responsible for the settlement of vested shares and thus, Business’ employment expenses related to these shared-based plans are recognized with a corresponding entry as a contribution within “Parent’s Net Investment”. The fair value of shares granted is recognized as an expense during the period in which the right accrues - i.e. the period during which specific vesting conditions must be met. The total amount to be recognized is determined by reference to the fair value of the granted shares (at the market price at grant date), excluding the impact of any non-market service and performance-based vesting conditions (e.g., profitability, capital increase targets, sales and retention for a specific period of time). Non-market vesting conditions are included in the assumptions about the number of shares to be vested. At each date of reporting, the Business revises the estimated number of options which will vest based on the established conditions. The impact of the revision of the initial estimates, if any, is recognized in the combined carve-out statement of profit or loss and other comprehensive income on a prospective basis. Social contributions payable in connection with the grant of shares are considered an integral part of the grant itself. n. Revenue Recognition The Business generates most of its revenue through the sale of textbooks (“publishing” when sold as standalone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transaction or term contracts with an average period from three five Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when it delivers the content in printed and digital format. Since the acquisition of Livro Fácil in December 2017, the Business also sells its products directly to students and parents through its e-commerce platform. Since the Business obtains control of the goods sold before they are transferred to its customers, the Business assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Business is entitled in exchange for the specified goods transferred. Due to the nature of the Business’ operations, sale of printed and digital textbooks and learning systems is not subjected to the payment of the social integration program tax (Programa de Integração Social, or PIS) and the social contribution on revenues tax (Contribuição para o Financiamento da Seguridade Social, or COFINS). These sales are also exempt from the Brazilian municipal taxes and from the Brazilian value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or ICMS). Pursuant to the terms of the contracts with some customers, they are required to provide the Business with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Business to start the delivery of its products. Since the contracts allow product returns (generally for period of four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recovered goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Business reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. The Business also provides other types of complementary educational solutions, preparatory course for university admission exams, digital services and other services to private schools, such as: teacher training, educators and parenting support, extracurricular educational content and other services related to the management of private schools. Each complementary educational service, digital service and other are deemed to be separate performance obligations. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Business believes this is an appropriate measure of progress toward satisfaction of performance obligations as this measures most accurately the consideration to which the Business expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation are recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. These services revenues are subject to PIS and COFINS under the non-cumulative tax regime (with a nominal statutory rate of 9.25 5 a. Measurement and Recognition - Policy applicable as from January 1, 2018 Based on the adoption of IFRS 15 Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. The Business considers these sales to private schools as a single performance obligation which is complied with when printed materials are delivered and accepted by each client and available for use by each client over the school year (at a point-in-time). Thus, this revenue is recognized only when materials are effectively delivered and available for use by each client over the school year. Consistent with the Business accounting policies prior to the adoption of IFRS 15 four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recovered goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Business reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. Each complementary educational service, digital service and other are deemed to be separate performance obligation. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Business believes this is an appropriate measure of progress toward satisfaction of performance obligations as this measures most accurately the consideration to which the Business expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation is recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. b. Measurement and Recognition - Policy applicable up to Decem |
Financial Risk Management - Som
Financial Risk Management - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Financial Risk Management | ||
Financial Risk Management | 6 Financial Risk Management The Company has a risk management policy for regular monitoring and managing the nature and overall position of financial risks and to assess its financial results and impacts on its cash flows. Counterparty credit limits are also periodically reviewed or whenever the Company identifies significant changes in financial risk. The economic and financial risks reflect the behavior of macroeconomic variables such as interest rates as well as other characteristics of the financial instruments maintained by the Company. These risks are managed through control and monitoring policies, specific strategies and limits. The Company maintained its approach and strong cash and marketable securities position, as well as its treasury policy, during the crisis caused by the COVID- 19 a. Financial risk factors The Company’s activities expose it to certain financial risks mainly related to market risk, credit risk and liquidity risk. Management and Group’s Board of Directors monitors such risks in line with their capital management policy objectives. This Note presents information on the Company’s exposure to each of the risks above, the objectives of the Company, measurement policies, and the Company’s risk and capital management process. The Company has no derivative transactions. a. Market risk - cash flow interest rate risk This risk arises from the possibility of the Company incurring losses because of interest rate fluctuations that increase finance costs related to financing and bonds raised in the market and obligations for acquisitions from third parties payable in installments. The Company continuously monitors market interest rates in order to assess the need to contract financial instruments to hedge against volatility of these rates. Additionally, financial assets also indexed to the CDI (daily average of overnight interbank loan) and IPCA (broad consumer price index) partially mitigate any interest rate exposures. Interest rates contracted are as follows: December 31, 2020 December 31, 2019 Interest rate Bonds Private Bonds – 5 1 14 100,892 101,802 CDI + 1.15 Private Bonds – 5 2 14 102,868 101,765 CDI + 1.00 Private Bonds – 6 1 14 - 305,368 CDI + 0.90 Private Bonds – 6 2 14 206,733 204,047 CDI + 1.70 Private Bonds – 7 14 381,850 814,086 CDI + 1.15 Private Bonds – 8 14 - 113,879 CDI + 1.00 Financing and Lease Liabilities - Mind Makers (Note 14 998 - TJPLP + 5 Lease Liabilities (Note 16 173,103 153,714 IPCA Accounts Payable for Business Combination (Note 18 48,055 10,941 100 Loans from related parties (Note 20 20,884 29,192 CDI + 3.57 1,035,383 1,834,794 b. Credit risk Credit risk arises from the potential default of a counterparty to 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 10 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 (Note 8 9 To mitigate risks associated with trade receivables, the Company adopts sales policy and 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 characteristic. Furthermore, the Company reviews the recoverable amount of its trade receivables at the end of each reporting period to ensure that adequate credit losses are recorded (Note 10 The Company limits its exposure to credit risks associated with financial instruments, bank deposits and financial investments by making its investments in financial institutions for which credit risk is monitored, according to limits previously established in the Company’ policy. When necessary, appropriate provisions are recognized to cover this risk. c. Liquidity risk Covid 19 In order to cover possible liquidity deficiencies or mismatches between cash and cash equivalents and short-term debt and financial obligations, the Company continues to operate in the finance markets with transactions such as reverse factoring as long as this credit line is offered by banks and accepted by Company suppliers. See note 6 This is the risk of the Company not having enough funds and or bank credit limits to meet its short-term financial commitments, due to mismatching terms in expected receipts and payments. The Company continuously monitors its cash balance and the indebtedness level and implemented measures to allow access to the capital markets, when necessary. It also endeavors to assure they remain within existing credit limits. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets, liabilities and takes into consideration its debt financing plans, covenant compliance, internal liquidity targets and, if applicable, regulatory requirements. Cash surplus generated by the Company is handled in short-term deposits being those investments composed by enough liquidity providing to the Company the appropriate undertake with going concern presumption. The table below presents the maturity of the Company’s financial liabilities. Financial liabilities by maturity ranges December 31, 2020 Less than one Between one two Over two Total Bonds (Note 14 502,882 290,459 - 793,341 Lease Liabilities (Note 16 18,263 30,968 123,872 173,103 Accounts Payable for business combination (Note 18 17,132 13,811 17,112 48,055 Suppliers (Note 15 168,941 - - 168,941 Reverse Factoring (Note 15 110,513 - - 110,513 Other liabilities - related parties (Note 20 135,307 - - 135,307 Loans from related parties (Note 20 20,884 - - 20,884 973,922 335,238 140,984 1,450,144 Financial liabilities by maturity ranges The table below reflects the estimated interest rate based on CDI for 12 2,76 : December 31, 2020 Less than one Between one two Over two Total Bonds 520,699 300,750 - 821,449 Lease Liabilities 18,836 31,940 127,762 178,538 Accounts Payable for business combination 17,739 14,300 17,718 49,758 Suppliers 168,941 - - 168,941 Reverse Factoring 117,796 - - 117,796 Other liabilities - related parties 135,307 - - 135,307 Loans from related parties 21,667 - - 21,667 1,000,986 346,991 145,480 1,493,457 On December 31, 2020, the Company had positive working capital of R$ 503,984 326,550 Capital management The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure of the Company, management can make, or may propose to the shareholders when their approval is required, adjustments to the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce, for example, debt. The Company monitors capital on the basis of the gearing ratio. This ratio corresponds to the net debt expressed as a percentage of total capitalization. Net debt comprises financial liabilities less cash and cash equivalents. Total capitalization is calculated as equity as shown in the consolidated balance sheet plus net debt. The Company’s main capital management objectives are to safeguard its ability to continue as a going concern, optimize returns, allow consistency of operations to other stakeholders and to maintain an optimal capital structure reducing financial costs and maximizing the returns. In addition, the Company monitors adequate financial leverage, and to mitigate risks that may affect the availability of capital in Company development. As a result of the IPO, see Note 2 19 December 31, 2020 December 31, 2019 Net debt (i) 970,047 2,141,214 Total equity 4,785,317 3,100,083 Total capitalization (ii) 3,815,270 958,869 Gearing ratio - % - (iii) 25 % 223 % (i) Net debt comprises financial liabilities (note 7 (ii) Refers to the difference between Equity and Net debt. (iii) The Gearing Ratio is calculated based on Net Debt/Total Capitalization. Sensitivity analysis The following table presents the sensitivity analysis of potential losses from financial instruments, according to the assessment of relevant market risks made by Management and presented above. A probable scenario over a 12 2,76 3 Two 25 50 Index - % per year Balance as of Base scenario Scenario I Scenario II Financial Assets 101.7 300,147 8,418 10,523 12,627 Marketable Securities 104 491,102 13,774 17,217 20,661 791,249 22,192 27,740 33,288 Accounts Payable for Business Combination 100 ( 48,055 ( 1,325 ( 1,657 ( 1,988 Loans from related parties CDI + 3.57 ( 20,884 ( 1,321 ( 1,465 ( 1,609 Bonds CDI + 1.15 ( 793,341 ( 31,002 ( 36,472 ( 41,942 ( 862,280 ( 33,648 ( 39,594 ( 45,539 Net exposure ( 71,031 ( 11,456 ( 11,854 ( 12,251 Interest Rate -% p.a - - 2.76 3.45 4.14 - - - 25 50 | |
Somos - Anglo (Predecessor) | ||
Financial Risk Management | ||
Financial Risk Management | 7 Financial Risk Management The Business has a risk management policy for regular monitoring and management of the nature and overall position of financial risks and to assess its financial results and impacts to the Business’ cash flows. Counterparty credit limits are also periodically reviewed. The economic and financial risks mainly reflect the behavior of macroeconomic variables such as interest rates as well as other characteristics of the financial instruments maintained by the Business. These risks are managed through control and monitoring policies, specific strategies and limits. a. Financial risk factors The Business’ activities expose it to certain financial risks mainly related to market risk, credit risk and liquidity risk. Management and Somos Group’s Board of Directors monitor such risks in line with the capital management policy objectives. This note presents information on the Business’ exposure to each of the risks above, the objectives of the Business, measurement policies, and the Business’s risk and capital management process. The Business has no derivative transactions. a. Market risk - cash flow interest rate risk This risk arises from the possibility of the Business incurring losses because of interest rate fluctuations that increase finance costs related to financing and bonds raised in the market and obligations for acquisitions from third parties payable in installments. The Business continuously monitors market interest rates in order to assess the need to contract financial instruments to hedge against volatility of these rates, additionally financial assets also indexed to the CDI (daily average of overnight interbank loan) and IPCA (broad consumer price index) partially mitigate any interest rate exposures. b. Credit risk Credit risk arises from the potential default of a counterparty to an agreement or financial instrument, resulting in financial loss. The Business is exposed to credit risk in its operating activities (mainly in connection with trade receivables) and financial activities, including deposits with banks and other financial institutions and other financial instruments contracted. To mitigate risks associated with trade receivables, the Business adopts a sales policy and analysis of the financial and equity situation of its counterparties. The sales policy is directly associated with the level of credit risk the Business is willing to subject itself to 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 Business does not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristic. Furthermore, the Business reviews the recoverable amount of its trade receivables at the end of each reporting period to ensure that adequate impairment losses are recorded (note 10 The Business limits its exposure to credit risks associated to financial instruments, bank deposits and financial investments by making its investments in financial institutions for which credit risk is monitored, according to limits previously established in the Business’ policy. When necessary, appropriate provisions are recognized to cover this risk. c. Liquidity risk This is the risk of the Business not having sufficient funds and or bank credit limits to meet its short-term financial commitments, due to the mismatch of terms in expected receipts and payments. The Business continuously monitors its cash balance and the indebtedness level and implements measures to allow access to the capital markets, when necessary. It also endeavors to assure they remain within existing credit limits. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets, liabilities and takes into consideration its debt financing plans, covenant compliance, internal liquidity targets and, if applicable, regulatory requirements. Surplus cash generated by the Business is managed on a Somos Group basis. The Somos’ Group Treasury invests surplus cash in short-term deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide the Business with appropriate funds allowing it to continue as a going concern. The Business’ main financial liabilities refer to financing, related parties’ bonds and suppliers (including Reverse Factoring). In 2017 2018 14 1,600 As of December 31, 2017, the Business had negative working capital of R$ 213,322 139,064 13 See subsequent event footnote for the capitalization and issuance of related parties’ bonds. b. Capital management The Business’ main capital management objectives are to safeguard its ability to continue as a going concern, optimize returns, allow consistency of operations to other stakeholders and to maintain an optimal capital structure reducing financial costs and maximizing the returns. No changes were made in the objectives, policies or processes for managing capital during the period from January 1, 2018 to October 10, 2018 or during the year ended December 31, 2017. |
Financial Instruments by Cate_3
Financial Instruments by Category - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Financial Instruments by Category | ||
Financial Instruments by Category | 7 Financial Instruments by Category The Business holds the following financial instruments: Fair Value Hierarchy December 31, 2020 December 31, 2019 Assets - Amortized cost Cash and cash equivalents 1 311,156 43,287 Marketable securities 1 491,102 - Trade receivables 2 492,234 388,847 Other receivables 2 124 1,735 Related parties – other receivables 2 2,070 39,946 1,296,686 473,815 Liabilities - Amortized cost Bonds and financing 2 793,341 1,640,947 Lease liabilities 2 173,103 153,714 Reverse Factoring 2 110,513 94,930 Suppliers -related Parties 2 - 207,174 Accounts payable for business combination 2 48,055 10,941 Other liabilities - related parties 2 135,307 47,603 Loans from related parties 2 20,884 29,192 1,281,203 2,184,501 The Company’s financial instruments as of December 31, 2020 and December 31, 2019 are recorded in the Consolidated Balance Sheets at amounts that are consistent with their fair values. The fair value of financial assets and liabilities was determined based on available market information and appropriate valuation methodologies for each case. However, significant judgment is required to interpret market data and produce the most appropriate estimates of realizable values, Consequently, the estimates of fair value do not necessarily indicate the amounts that could be realized in the current market. The use of different market inputs and/or valuation methodologies could have a material impact on the estimated fair value. | |
Somos - Anglo (Predecessor) | ||
Financial Instruments by Category | ||
Financial Instruments by Category | 8 Financial Instruments by Category The Business holds the following financial instruments: Fair Value Hierarchy As of December 31, 2017 As of January 01, 2017 Assets - Loans and receivables Cash and cash equivalents 1 165,689 82,792 Trade receivables 2 238,492 235,719 Other receivables 2 6,342 3,524 410,523 322,035 Liabilities – Other financial liabilities Bonds and financing 2 1,207,164 483,731 Suppliers 2 128,830 122,403 Accounts payable for business combination 2 10,203 — Reverse factoring 2 99,685 98,320 Suppliers with related parties 2 231,190 226,887 1,677,072 931,341 The Business’ financial instruments as of December 31, 2017 and January 01, 2017 are recorded in the combined carve-out statement of financial position at amounts that are consistent with their fair values. The fair value of financial assets and liabilities was determined based on available market information and appropriate valuation methodologies for each case. However, significant judgment is required to interpret market data and produce the most appropriate estimates of realizable values. Consequently, the estimates of fair value do not necessarily indicate the amounts that could be realized in the current market. The use of different market inputs and/or valuation methodologies could have a material impact on the estimated fair value. |
Cash and cash equivalents - Som
Cash and cash equivalents - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Cash and cash equivalents | ||
Cash and cash equivalents | 8 Cash and cash equivalents a. Composition The balance of this account comprises the following amounts: December 31, 2020 December 31, 2019 Cash 13 32 Bank account 10,996 716 Financial investments (i) 300,147 42,539 311,156 43,287 (i) The Company invests in a 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 101.7 101.68 | |
Somos - Anglo (Predecessor) | ||
Cash and cash equivalents | ||
Cash and cash equivalents | 9 Cash and Cash Equivalents The balance of this account is comprised by the following amounts: As of December 31, 2017 As of January 01, 2017 Cash 35 22 Bank account 2,263 1,015 Financial investments (i) 163,391 81,755 165,689 82,792 _______________ (i) The Business invests in a fixed income investment fund with short-term and with daily liquidity and not material risk of change in value. Financial investments presented an average gross yield 101.50 101.00 |
Trade receivables - Somos - Ang
Trade receivables - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Trade receivables | ||
Trade receivables | 10 Trade receivables The balance of this account comprises the following amounts: a. Composition December 31, 2020 December 31, 2019 Trade receivables 501,498 394,309 Related Parties (Note 20 22,791 17,062 ( - ) Impairment losses on trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 b. Maturities of trade receivables December 31, 2020 December 31, 2019 Not yet due 425,327 332,071 Past due Up to 30 8,456 10,403 From 31 60 10,931 7,505 From 61 90 8,764 6,071 From 91 180 15,539 9,506 From 181 360 18,038 16,813 Over 360 12,279 6,894 Total past due 74,007 57,192 Customers in bankruptcy 2,164 5,046 Related parties (note 20 22,791 17,062 Provision for impairment of trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 The gross carrying amount of trade receivables is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof. Collection efforts continue to be made, even for the receivables that have been written off, and amounts recoverable are recognized directly in the Consolidated Statement of Profit or Loss and Other Comprehensive Income upon collection. c. Impairment losses on trade receivables The Company measures impairment losses on trade receivables at an amount equal to lifetime expected credit losses (“ECL”) estimated using a provision matrix monthly. This matrix is prepared by analyzing the receivables established each month (in the 12 The Company also recognizes impairment losses on trade receivables at 100 The credit risk and expected credit losses associated with amounts due from related parties is not significant. The following table details the risk profile of trade receivables based on the Company’s provision matrix as of December 31, 2020 and as of December 31, 2019. Covid 19 The Company had approximately 140 177 19 d. Expected credit losses for aging As of December 31, 2020 As of December 31, 2019 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 0.10 432 0.67 % 2,267 Past due Up to 30 6.19 523 1.81 % 188 From 31 60 12.92 1,413 3.12 % 234 From 61 90 20.64 1,809 5.04 % 306 From 91 180 43.66 6,785 11.10 % 1,056 From 181 360 51.67 9,320 45.37 % 7,628 Over 360 78.26 9,609 84.13 % 5,799 29,891 17,478 Customers in Bankruptcy (i) 100.00 2,164 100.00 % 5,046 Impairment losses on trade receivables 32,055 22,524 (i) During the year ended December 31, 2020 and December 31, 2019, the Company’s Management recorded 100 three The following table shows the c hanges in impairment losses on trade receivables for the year ended December 31, 2020 and 2019 e. Changes on provision December 31, 2020 December 31, 2019 Fro m October 11 to December 31, 2018 Opening balance 22,524 19,397 26,616 Additions 29,870 6,936 5,932 Reversals ( 4,855 ) ( 1,975 ) ( 3,649 ) Write offs ( 15,484 ) ( 1,834 ) ( 9,502 ) Closing balance 32,055 22,524 19,397 (i) The Company recognized an additional provision for expected losses due to COVID- 19 (ii) The Company has assessed credits line alongside its customers, and some credit lines were renegotiated. Because of historical losses and lack of prospects of credit recovery alongside those customers, the Company recognized R$ 15,484 1,834 9,502 | |
Somos - Anglo (Predecessor) | ||
Trade receivables | ||
Trade receivables | 10 Trade Receivables The balance of this account is comprised by the following amounts: a. Composition As of December 31, 2017 As of January 01, 2017 Publishing 191,221 219,482 Learning System 44,523 27,174 Related Parties (note 19 2,468 4,628 Others 17,500 5,058 (-) Impairment losses on trade receivables ( 17,220 ) ( 20,623 ) 238,492 235,719 b. Maturities of trade receivables As of December 31, 2017 As of January 01, 2017 Not yet due 224,296 219,310 Past due Up to 30 4,721 6,492 From 31 60 5,421 5,137 From 61 90 3,872 4,996 From 91 180 4,473 3,668 From 181 360 5,739 7,330 Over 360 7,190 9,409 Total past due 31,416 37,032 Impairment losses on trade receivables ( 17,220 ) ( 20,623 ) 238,492 235,719 The gross carrying amount of trade receivables is written off when the Business 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 are recognized directly in results upon collection. c. Impairment losses on trade receivables The following table shows the changes in impairment losses on trade receivables for the period of January 1, 2018 to October 10, 2018 and the year ended December 31, 2017. January 1 2018 to October 10 2018 Year ended December 31 2017 Opening balance 17,220 20,623 Additions / (reversals) in the period/year 4,027 ( 908 ) Write-off against trade receivables ( 748 ) ( 2,495 ) Closing balance 20,499 17,220 |
Inventories - Somos - Anglo (Pr
Inventories - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Inventories | ||
Inventories | 11 Inventories The balance of this account comprises the following amounts: a. Composition December 31, 2020 December 31, 2019 Finished products (i) 168,328 145,006 Work in process 52,322 34,502 Raw materials 20,485 31,033 Imports in progress 2,642 1,143 Right to returned goods (ii) 5,855 10,552 249,632 222,236 (i) That amounts are net of slow-moving items and net realizable value. (ii) Represents the Company’s right to recover products from customers where 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. The right to returned goods provision has been reducing due to changes in the commercial approach alongside with main distributors that allows the Company to be more assertive on sales, even in times of COVID- 19 2019 24 Changes in provision for losses with slow-moving inventories, net realizable value and provision for goods returned are broken down as follows: b. Changes in provision December 31, 2020 December 31, 2019 Fr om October 11 to December 31, 2018 Opening balance 69,080 72,410 75,508 Additions 8,783 9,331 66 (Reversals) ( 4,726 ) ( 2,500 ) ( 3,164 ) Inventory losses (i) ( 10,927 ) ( 10,161 ) - Closing balance 62,210 69,080 72,410 (i) In each year, the Company adjusts inventory based on physical inventory counts conducted in the last quarter of each year. Covid 19 The Company assessed its inventories and corresponding accounting estimates and as result did not identify relevant impacts due to obsolescence or depreciation of inventories due to COVID- 19 | |
Somos - Anglo (Predecessor) | ||
Inventories | ||
Inventories | 11 Inventories The balance of this account is comprised by the following amounts: As of December 31 2017 As of January 01 2017 Finished products 105,566 121,882 Work in process 25,332 25,321 Raw materials 36,685 47,874 Imports in progress 543 1,880 Right to returned goods (i) 15,387 15,708 183,513 212,665 (i) Represents the Business’ right to recover products from customers where customers exercise their right of return under the Business’ returns policies. Changes in provision for losses with obsolete inventories is broken down as follows: January 1 2018 to October 10 2018 Year ended December 31 2017 Opening balance 71,617 67,190 Additions in the period / year (net) 352 4,427 Closing balance 71,969 71,617 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Property, Plant and Equipment | ||
Schedule of property, plant and equipment | 12 Property, Plant and Equipment The cost, depreciation weighted average rates and accumulated depreciation are as follows: December 31, 2020 December 31, 2019 Weighted average depreciation rate Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10 33 27,036 ( 25,557 ) 1,479 26,244 ( 23,758 ) 2,486 Furniture, equipment and fittings 10 33 36,314 ( 26,406 ) 9,908 36,268 ( 23,902 ) 12,366 Property, buildings and improvements 5 20 51,407 ( 31,429 ) 19,978 46,420 ( 26,738 ) 19,682 In progress - 315 - 315 4,538 - 4,538 Right of use assets 12 241,906 ( 82,033 ) 159,873 209,229 ( 63,793 ) 145,436 Land 10 453 - 453 453 - 453 Total 357,431 ( 165,425 ) 192,006 323,152 ( 138,191 ) 184,961 Changes in property, plant and equipment are as follows: IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets (i) Land Total As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 Additions 758 22 828 34 35,925 - 37,567 Additions by business combination 59 152 - - - - 211 Disposals ( 25 ) ( 128 ) ( 98 ) - ( 3,248 ) - ( 3,499 ) Depreciation ( 1,799 ) ( 2,504 ) ( 4,691 ) - ( 18,240 ) - ( 27,234 ) Transfers - - 4,257 ( 4,257 ) - - - As of December 31, 2020 1,479 9,908 19,978 315 159,873 453 192,006 (i) Refers substantially to IFRS 16 20,358 15,567 16 IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land Total As of December 31, 2018 3,213 15,010 20,177 - - 19,906 58,306 Opening balance - IFRS 16 - - - - 154,681 - 154,681 As of January 01, 2019 3,213 15,010 20,177 - 154,681 19,906 212,987 Additions 1,339 2,958 3,973 4,538 31,177 - 43,985 Disposals - ( 3,827 ) - - ( 40,316 ) - ( 44,143 ) Depreciation ( 2,066 ) ( 1,775 ) ( 4,468 ) - ( 19,559 ) - ( 27,868 ) Transfers (i) - - - - 19,453 ( 19,453 ) - As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 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 years ended December 31, 2020, 2019 2018 | |
Somos - Anglo (Predecessor) | ||
Property, Plant and Equipment | ||
Schedule of property, plant and equipment | 12 Property, Plant and Equipment The cost, depreciation weighted average rates and accumulated depreciation are as follows: Amortization weighted average rate Depreciation weighted average rate At December 31, 2017 As of January 1, 2017 Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10 33 22,626 ( 19,920 2,706 21,176 ( 18,154 3,022 Furniture, equipment and fittings 10 33 32,644 ( 24,015 8,629 33,058 ( 22,336 10,722 Property, buildings and leasehold improvements 5 20 39,215 ( 24,438 14,777 35,669 ( 21,587 14,082 In progress (i) — 12,349 — 12,349 12,103 — 12,103 Land (for finance leasings) 10 18,799 — 18,799 18,799 — 18,799 Total 125,633 ( 68,373 57,260 120,805 ( 62,077 58,728 _______________ (i) Substantially refers to building remodeling and improvements in the building for the preparatory course for university admission exams. Changes in property, plant and equipment are as follows: Changes in property, plant and equipment are as follows: IT equipment Furniture, equipment and fittings Property, buildings and leasehold improvements In progress Land (ii) Total At January 01, 2017 3,022 10,722 14,082 12,103 18,799 58,728 Additions Livro Fácil (i) 14 317 183 — — 514 Additions 1,180 1,028 858 5,460 — 8,526 Disposals ( 412 ) ( 1,759 ) ( 2,041 ) — — ( 4,212 ) Depreciation ( 1,766 ) ( 1,679 ) ( 2,851 ) — — ( 6,296 ) Transfers 668 — 4,546 ( 5,214 ) — — At December 31, 2017 2,706 8,629 14,777 12,349 18,799 57,260 Additions 487 21 3,975 3,752 20,855 29,090 Disposals ( 1,064 ) ( 530 ) ( 3,870 ) — ( 18,346 ) ( 23,810 ) Depreciation ( 1,264 ) ( 1,042 ) ( 3,382 ) — — ( 5,688 ) Transfers 1,262 — 5,079 ( 6,341 ) — — At October 10, 2018 2,127 7,078 16,579 9,760 21,308 56,852 _______________ (i) Refers to the balances of Livro Fácil, as per Note 26 (ii) Additions and disposals held in the period from January 1 to October 10, 2018 mostly refer to a sale and leaseback agreement of a property located in the city of São Paulo as further described in note 14 There were no indications of impairment of property and equipment for the period from January 1, 2018 to October 10, 2018 and year ended December 31, 2017. |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible Assets and Goodwill | 13 Intangible Assets and Goodwill The cost, weighted average amortization rates and accumulated amortization of intangible assets and goodwill comprise the following amounts: December 31, 2020 December 31, 2019 Weighted average amortization rate Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Software 15 204,213 ( 120,798 ) 83,415 276,542 ( 200,217 ) 76,325 Trademarks 5 631,935 ( 58,349 ) 573,586 614,958 ( 30,923 ) 584,035 Customer Portfolio 8 1,113,792 ( 184,934 ) 928,858 1,109,388 ( 98,666 ) 1,010,722 Goodwill - 3,307,805 - 3,307,805 3,286,263 - 3,286,263 Platform content production 33 53,069 ( 29,248 ) 23,821 28,880 ( 19,454 ) 9,426 In progress - 999 - 999 14,051 - 14,051 Other Intangible assets 33 38,283 ( 32,040 ) 6,243 18,090 ( 13,527 ) 4,563 5,350,096 ( 425,369 ) 4,924,726 5,348,172 ( 362,787 ) 4,985,385 Changes in intangible assets and goodwill were as follows: Software Customer Portfolio Trademarks Platform content production (i) Other Intangible assets In progress Goodwill Total As of December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 Additions 11,813 - - 24,189 603 6,188 - 42,793 Additions by business combination (note 5 - 4,625 16,060 - 1,340 - 21,542 43,567 Disposals ( 77 ) - - - ( 87 ) - - ( 164 ) Amorization ( 23,861 ) ( 86,517 ) ( 26,506 ) ( 9,794 ) ( 176 ) - - ( 146,854 ) Transfers 19,215 28 ( 3 ) - - ( 19,240 ) - - At December 31, 2020 83,415 928,858 573,586 23,821 6,243 999 3,307,805 4,924,726 (i) Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include substantially “Plurall Digital Transformation” in the amount of approximately R$ 19 9 19 Covid 19 The Company opted to maintain investments in strategic projects and those related to improving the provision of services, given that they are considered essential for long-term growth, and partially reduced investments related to non-strategic projects or administrative area, such as IT projects or improvement in performance indicator reports. In addition, as mentioned in Note 5 29 12 The Company will continue to evaluate COVID impacts on its business and cash flow and may postpone its plans to expand through acquisitions or investments. Software Customer Portfolio Trademarks Platform content production Other Intangible assets In progress Goodwill Total As of December 31, 2018 60,088 1,093,885 610,541 - 6,062 30,098 3,286,263 5,086,937 Additions 19,897 - - 10,220 - 7,344 - 37,461 Disposals - - - - ( 1,950 ) - - ( 1,950 ) Amorization ( 18,794 ) ( 83,163 ) ( 26,506 ) ( 794 ) ( 7,806 ) - - ( 137,063 ) Transfers 15,134 - - - 8,257 ( 23,391 ) - - At December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 Goodwill impairment test During the year, the Company evaluated circumstances that could indicate impairment of its goodwill caused by impacts of Covid- 19 The Company performed its annual impairment test on December 31, 2020 and 2019 The Company is comprised of two one 27 Content & EdTech Platform 3,297,077 Digital Platform 10,728 3,307,805 The recoverable amount of a CGU has been determined based on value-in-use calculations. These calculations use pre-income tax and social contribution cash flow projections based on financial budget approved by management covering a period of eight For each of the CGUs, the key assumptions, long-term growth rate and discount rate used in the value-in-use calculations are stated in the table below. In addition, the recoverable amount is also disclosed in the table. The key assumptions used for value-in-use calculations as of December 31, 2020 and 2019 2020 Content and Edtech Platform Digital Platform Growth rate - % 15.4 % 34.2 % Discount rate - % 10.22 % 10.22 % Growth rate (%) in perpetuity 7.1 % 7.1 % Years projected 8 8 2019 Content and Edtech Platform Digital Platform Growth rate - % 13.1 % 28.7 % Discount rate - % 10.08 % 10.08 % Growth rate (%) in perpetuity 6.1 % 6.1 % Years projected 8 8 Growth rate is based on assumptions defined by the Company’s management, underpinned by business performance compared with other competitors and based on internal measures (new initiatives and services provided) taken into consideration. The discount rate is determined by individual WACC (weighted average working capital), net of income taxes. The assumptions of the long-term model used in the impairment test calculation were assessed and approved by the Business’ Management, as well as the rates used. As of December 31, 2020, goodwill was subject to impairment testing; no adjustments were considered necessary. (i) Impairment of other intangible assets and in progress There were no indications of impairment of intangible assets for the year ended December 31, 2020. Additionally, intangible assets stated as “in progress” were assessed for impairment by comparing its carrying amount with its recoverable amount and no adjustments were considered necessary. | |
Somos - Anglo (Predecessor) | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible Assets and Goodwill | 13 Intangible Assets and Goodwill The cost, amortization weighted average rates and accumulated amortization of intangible assets and goodwill are comprised by the following amounts: Amortization weighted average rate At December 31, 2017 As of January 1, 2017 Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Software 20 102,159 ( 65,174 36,985 72,245 ( 51,922 20,323 Trademark 5 161,825 ( 2,009 159,816 161,806 ( 1,048 160,758 Customer Portfolio 10 221,333 ( 90,358 130,975 216,579 ( 78,339 138,240 Goodwill — 280,872 — 280,872 269,037 — 269,037 In Progress (i) — 30,294 — 30,294 39,124 — 39,124 Other 33 36,528 ( 17,815 18,713 33,790 ( 7,098 26,692 833,011 ( 175,356 657,655 792,581 ( 138,407 654,174 _______________ (i) Substantially refers to development of the projects related to operation Plurall, and other projects related to enterprise resource management (ERP) solutions. Changes in intangible assets and goodwill were as follows: Software Trademark Customer Portfolio Goodwill In Progress Other Total At January 1, 2017 20,323 160,758 138,240 269,037 39,124 26,692 654,174 Additions Livro Fácil — 13 4,754 11,835 — 2,283 18,885 Additions 12,022 6 — — 9,578 — 21,606 Disposals — — — — — ( 61 ) ( 61 ) Amortization ( 13,252 ) ( 961 ) ( 12,019 ) — — ( 10,717 ) ( 36,949 ) Transfers 17,892 — — — ( 18,408 ) 516 — At December 31, 2017 36,985 159,816 130,975 280,872 30,294 18,713 657,655 Additions 2,985 — — — 23,557 1,045 27,587 Disposals — ( 5 ) — — — ( 386 ) ( 391 ) Amortization ( 10,993 ) ( 961 ) ( 10,473 ) — — ( 9,545 ) ( 31,972 ) At October 10, 2018 28,977 158,850 120,502 280,872 53,851 9,827 652,879 _______________ (i) Refers to the balances of Livro Fácil, as presented in note 26 Impairment tests for goodwill The Business is comprised of two one 27 At December 31, 2017 Content & EdTech Platform 269,037 Digital Platform 11,835 280,872 These calculations use cash flow projections based on financial budgets approved by Management covering a five 5.0 15.0 The assumptions of the long-term model used in the impairment test calculation were assessed and approved by the Business’ Management, as well as the rates used. At December 31, 2017, goodwill was subject to impairment testing; no adjustments were considered necessary. Besides the standard test, a sensitivity test was carried out increasing/decreasing the WACC rate by 1 Impairment for other intangible assets and in progress There were no indications of impairment of intangible assets for the period from January 1, 2018 to October 10, 2018 and year ended December 31, 2017. Additionally, intangible assets stated as “in progress” were tested for impairment by comparing its carrying amount with its recoverable amount and no adjustments were considered necessary. |
Bonds and financing - Somos - A
Bonds and financing - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Bonds and financing | ||
Bonds and financing | 14 Bonds and financing The balance of bonds and financing comprises the following amounts: December 31, 2019 Additions by business combination (i) Payment of interest Payment (ii) Interest accrued Transfers December 31, 2020 Bonds with Related Parties 440,947 - ( 49,369 ) ( 852,135 ) 52,900 910,400 502,743 Finance Leases - - ( 35 ) - 35 139 139 Current liabilities 440,947 - ( 49,404 ) ( 852,135 ) 52,935 910,539 502,882 Bonds with Related Parties 1,200,000 - - - - ( 910,400 ) 289,600 Finance - 998 - - - ( 139 ) 859 Non-current liabilities 1,200,000 998 - - - ( 910,539 ) 290,459 Total 1,640,947 998 ( 49,404 ) ( 852,135 ) 52,935 - 793,341 (i) On November 21, 2018, MindMakers, which became a subsidiary of the Company in February 2020, entered into a bank credit note (cédula de crédito bancário) in favor of Banco de Desenvolvimento de Minas Gerais S.A. – BDMG, for an aggregate amount of R$ 1,676 72 taxa de juros de longo prazo – TJLP 5 (ii) On August 4, 2020, the Company, substantially settled bonds with related parties amounting to R$ 852,135 29,864 7 1 310,918 8 448,826 9 115,591 7 2 4,671 6 2 1,994 At December 31, 2018 Capitalization of bonds (i) Contribution of bonds (ii) Payment of interest Interest accrued Transfers (iii) December 31, 2019 Bonds 338,556 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 102,910 ) 440,947 Finance lease 1,303 - - - - ( 1,303 ) - Current liabilities 339,859 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 104,213 ) 440,947 Bonds 1,300,000 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 102,910 1,200,000 Finance leases 18,608 - - - - ( 18,608 ) - Non-current liabilities 1,318,608 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 84,302 1,200,000 Total 1,658,467 ( 1,508,297 ) 1,535,800 ( 117,696 ) 92,584 ( 19,911 ) 1,640,947 (i) On September 28, 2019 4 5 1,508,297 (ii) On November 19, 2019 1,535,801 50 (iii) Due to the adoption of IFRS 16 a. Bonds’ description See below the bonds outstanding: As of December 31, 2020 Subscriber Related Parties Related Parties Related Parties Related Parties Issuance 5 5 6 7 Serie Serie 1 Serie 2 Serie 2 Single Date of issuance 03/15/2018 08/15/2018 08/15/2017 08/15/2018 Maturity Date 03/15/2021 08/15/2023 08/15/2022 08/16/2021 First payment after 60 60 60 36 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Semi-annual interest Financials charges CDI + 1.15 CDI + 1.00 CDI + 1.70 CDI + 1.15 Principal amount (in million R$) 100 100 200 378 b. Bond’s maturities The maturities range of these accounts are as follow: December 31, 2020 Maturity of installments Total % 2021 502,882 63.4 % 2022 238,881 30.1 % 2023 51,051 6.4 % 2024 527 0.1 % Total non-current liabilities 290,459 36.6 % 793,341 100.0 % December 31, 2019 Maturity of installments Total % 2020 440,947 26.9 % 2021 1,000,000 60.9 % 2022 100,000 6.1 % 2023 100,000 6.1 % Total non-current liabilities 1,200,000 73.1 % 1,640,947 100.0 % c. Debit commitment On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,800 50 The Company complied with all debit commitment in the period applicable on December 31, 2020 and 2019 | |
Somos - Anglo (Predecessor) | ||
Bonds and financing | ||
Bonds and financing | 14 Bonds and Financing a. Composition of bonds and financing The balance of bonds and financing are comprised by the following amounts: January 1 2017 Additional Principal Payment of principal Payment of interest Interest accrued Transfers December 31 2017 Bonds: 95,912 — ( 95,000 ) ( 59,826 ) 78,259 198,208 217,553 With third parties 95,912 — ( 95,000 ) ( 59,826 ) 55,340 198,208 194,634 With Related Parties — — — — 22,919 — 22,919 Current liabilities 95,912 — ( 95,000 ) ( 59,826 ) 78,259 198,208 217,553 Bonds: 387,819 800,000 — — — ( 198,208 ) 989,611 With Third parties 387,819 — — — — ( 198,208 ) 189,611 With Related Parties — 800,000 — — — — 800,000 Non-current liabilities 387,819 800,000 — — — ( 198,208 ) 989,611 Total 483,731 800,000 ( 95,000 ) ( 59,826 ) 78,259 — 1,207,164 January 1 2018 Additional Principal Payment of principal Payment of interest Interest accrued Transfers October 10 2018 Bonds: 217,553 — ( 380,000 ) ( 103,392 ) 79,230 495,912 309,303 With third parties (i) 194,634 — ( 380,000 ) ( 15,556 ) 1,397 199,525 — With Related Parties 22,919 — — ( 87,836 ) 77,833 296,387 309,303 Finance leases (ii) — 1,980 ( 664 ) ( 36 ) 5 442 1,727 Current liabilities 217,553 1,980 ( 380,664 ) ( 103,428 ) 79,235 496,354 311,030 Bonds: 989,611 800,049 — — 9,914 ( 495,912 ) 1,303,662 With Third parties 189,611 — — — 9,914 ( 199,525 ) — With Related Parties 800,000 800,049 — — — ( 296,387 ) 1,303,662 Finance leases (ii) — 19,050 — — — ( 442 ) 18,608 Non-current liabilities 989,611 819,099 — — 9,914 ( 496,354 ) 1,322,270 Total 1,207,164 821,079 ( 380,664 ) ( 103,428 ) 89,149 — 1,633,300 (i) On April 06, 2018, was settled in advance the third party bond in the total amount of R$ 380,000 (ii) Corresponds to the rent obligation (which was classified as a finance lease) related to a sale and leaseback agreement of a property located at João Dias Avenue in the city of São Paulo, in March, 2018, which was measured at present value in R$ 21,030 25,500 9,104 120 120 223 0.41 In 2018 2017 three The bonds have the following characteristics: As of October 10, 2018 Subscriber Related Parties Related Parties Related Parties Issuance 4 4 5 Serie 1 2 Single Date of issuance 08/15/2017 08/15/2017 03/15/2018 Maturity date 08/15/2020 08/15/2022 05/15/2021 First payment after 12 36 36 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Financial charges CDI + 0,90 CDI + 1,70 CDI + 1,15 Total amount (in million R$) 600 200 800 Covenants No No No As of December 31, 2017 Subscriber Third Parties Related Parties Related Parties Issuance 3 4 4 Serie Single 1 2 Date of issuance 10/31/2014 08/15/2017 08/15/2017 Maturity date 10/31/2019 08/15/2020 08/15/2022 First payment after 36 12 36 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Financial charges CDI + 1,7 CDI + 0,90 CDI + 1,70 Total amount (in million R$) 475 600 200 Covenants Yes No No b. Covenants The third parties’ bond was subject to comply with financial covenants that required a maintenance of financial index calculated quarterly, during the term of the debt, based on the consolidated financial information of Somos Group. The calculation period comprises the 12 3 All other bonds and the finance leases are not required to comply with any financial covenants. |
Suppliers - Somos - Anglo (Pred
Suppliers - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Suppliers | ||
Suppliers | 15 Suppliers The balance of this account comprises the following amounts: a. Composition December 31, 2020 December 31, 2019 Local suppliers 128,639 98,824 Related parties (note 20 20,985 1,219 Copyright 19,317 28,685 Reverse factoring (i) 110,513 94,930 279,454 223,658 (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. | |
Somos - Anglo (Predecessor) | ||
Suppliers | ||
Suppliers | 15 Suppliers The balance of this account is comprised by the following amounts: a. Composition As of December 31, 2017 As of January 01, 2017 Local Suppliers 87,010 63,833 International suppliers 2,040 3,160 Copyright 35,376 51,435 Reverse Factoring (b) 99,685 98,320 Related parties (note 19 3,354 800 Other 1,050 3,175 228,515 220,723 b. Reverse Factoring Some of the Business’ domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Business to financial institutions without right of recourse, in a transaction characterized as “Reverse Factoring”. The Business imputed interest over the payment term at a rate that is commensurate with its own credit risk. |
Contract liabilities and defe_3
Contract liabilities and deferred income - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Contract liabilities and deferred income | ||
Contract liabilities and deferred income | 17 Contract liabilities and deferred income The balance of this account comprises the following amounts: December 31, 2020 December 31, 2019 Refund liability (i) 42,005 45,248 Sales of employees' payroll (iii) 2,348 4,173 Deferred income in leaseback agreement (ii) 6,665 7,500 Other liabilities 2,689 1,603 53,707 58,524 Current 47,169 49,328 Non-current 6,538 9,196 53,707 58,524 (i) Refers to the customers right to return products. (ii) In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500 . This transaction included deferred income of R$ 9,104 , which will be appropriated according to the lease term of the property ( 120 months). (iii) Refers to deferred income related to the sale of a 5 -year exclusivity to process our Company employees’ payroll to Banco Itaú for R$ 7,000 thousand, in August 2017. This income will be recognized on a straight-line basis throughout the contract term as “Other Operating income” as the Company believes that the rights of exclusivity are transferred to Itaú over this year. | |
Somos - Anglo (Predecessor) | ||
Contract liabilities and deferred income | ||
Contract liabilities and deferred income | 16 Contract Liabilities and Deferred Income The balance of this account is comprised by the following amounts: As of December 31, 2017 As of January 01, 2017 Refund liability (i) 68,833 68,149 Sales of employees’ payroll (ii) 6,800 — Other liabilities 2,520 94 78,153 68,243 Current 72,918 68,243 Non-current 5,235 — 78,153 68,243 (i) Relates to customers’ right to return products. (ii) Refers to deferred income related to the sale of a 5 7,000 |
Accounts payable for business_3
Accounts payable for business combination - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Accounts payable for business combination | ||
Accounts payable for business combination | 18 Accounts payable for business combination December 31, 2020 December 31, 2019 Pluri (a) 12,817 - Mind Makers (b) 15,000 - Livro Fácil 15,907 10,941 Meritt (c) 4,331 - 48,055 10,941 Current 17,132 1,772 Non-current 30,923 9,169 48,055 10,941 December 31, 2020 December 31, 2019 Opening balance 10,941 10,708 Additions 58,857 - Payment ( 26,389 ) - Interest adjustment 1,568 52 Others 3,078 181 Closing balance 48,055 10,941 (a) A & R Comercio e Serviços de Informática Ltda. (“Pluri”) On January 7, 2020, the Company concluded the acquisition of Pluri for R$ 26 15,6 10,4 1,7 (b) Mind Makers Editora Educacional (“Mind Makers”) On February 13, 2020, the Company concluded the acquisition of Mind Makers for R$ 18,2 10 8,2 5,4 (c) Meritt Informação Educacional Ltda. (“Meritt”) On November 20, 2020, the Company concluded the acquisition of Meritt for R$ 3,5 3,2 0,3 4,0 The maturities of such balances as of December 31, 2020 are shown in the table below: As of December 31, 2020 Maturity of installments Total % 2021 17,132 35,7 2022 13,811 28,7 2023 17,112 35,6 Total non-current liabilities 30,923 64,3 48,055 100,0 The maturities of such balances as of December 31, 2019 are shown in the table below: As of December 31, 2019 Maturity of installments Total % 2020 1,772 16,2 2021 1,030 9,4 2022 3,090 28,2 2023 5,049 46,2 Total non-current liabilities 9,169 83,8 10,941 100,0 | |
Somos - Anglo (Predecessor) | ||
Accounts payable for business combination | ||
Accounts payable for business combination | 17 Accounts Payable for Business Combination Refers to values to be paid in installments for the acquisition of Livro Fácil, as described in Note 26 Changes in this balance were the following: Opening balance – at January 1, 2017 — Additions 10,203 Balances at December 31, 2017 10,203 Interest 386 Closing balance at October 10, 2018 10,589 |
Salaries and Social Contribut_3
Salaries and Social Contribution - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Salaries and Social Contribution | ||
Salaries and Social Contribution | 19 Salaries and Social Contribution December 31, 2020 December 31, 2019 Salaries payable 15,891 20,658 Social contribution payable (i) 30,511 9,532 Provision for vacation pay 15,920 13,213 Provision for profit sharing (ii) 5,880 18,333 Others 921 12 69,123 61,748 (i) Refers to the effect of social contribution over restricted share units compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on monthly basis according to the Company’s share price. (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. In 2020 19 2021 | |
Somos - Anglo (Predecessor) | ||
Salaries and Social Contribution | ||
Salaries and Social Contribution | 18 Salaries and Social Contribution As of December 31, 2017 As of January 01, 2017 Salaries payable 21,578 24,391 Social contributions payable 9,171 12,246 Provision for vacation bonus 13,731 12,313 Provision for bonus 15,531 14,803 Others 2,785 2,180 62,796 65,933 |
Related parties - Somos - Anglo
Related parties - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Related parties | ||
Related parties | 20 Related parties As presented in note 1 The balances and transactions between the Company and its affiliates have been eliminated in the Company’s Consolidated Financial Statements. The balances and transactions between related parties are shown below: Other receivables (i) Trade receivables (Note 10 Indemnification asset (note 20 Other payments (ii) Loans (iii) Suppliers (note 15 Bonds (note 14 Cogna Educação S.A. - - 153,714 1,354 20,884 - 691,451 Anhanguera Educacional Participacoes SA. - 413 - - - - - Editora Atica S.A. - 1,193 - 72,158 - 7,392 - Editora Scipione S.A. - 414 - 13,408 - 1,386 - Centro Educacional Leonardo Da Vinci SS - 63 - - - - - Maxiprint Editora Ltda. 13 367 - - - 26 - Pax Editora E Distribuidora Ltda. - - - - - - - Saraiva Educacao S.A. - 804 - 36,454 - 8,010 - Colegio Visao Eireli - 115 - - - - - Colegio Manauara Lato Sensu Ltda. - 2,838 - - - 173 - Pitagoras Sistema De Educacao Superior Ltda. - 127 - - - - - Somos Idiomas SA 79 - - - - - - SGE Comercio De Material Didatico Ltda. - 6 - 41 - 661 - Sistema P H De Ensino Ltda. - 2,348 - 2,116 - 163 - Escola Mater Christi Ltda. - 216 - - - 104 - Somos Educação S.A. - - - - - - - Saber Serviços Educacionais S.A. 1,686 3,710 - - - 2,658 100,892 Acel Adminstração de Cursos Educacionais Ltda - 2,899 - - - 36 - Educação Inovação e Tecnologia S.A. - - - 229 - 0 - Somos Operações Escolares S.A. 292 980 - - - - - Sociedade Educacional Doze De Outubro Ltda. - 231 - - - 36 - Colégio Motivo Ltda. - 1,250 - - - 249 - Colégio JAO Ltda. - 772 - - - - - Editora E Distribuidora Educacional S.A. - 528 - 9,547 - 89 - Colégio Ambiental Ltda - 315 - - - - Conlégio Cidade Ltda - 155 - - - - Curso e Colégio Coqueiro Ltda - 188 - - - - ECSA Escola A Chave do Saber Ltda - 435 - - - - EDUFOR Serviços Educacionais Ltda - 10 - - - - Escola Riacho Doce Ltda - 253 - - - - Nucleo Brasileiro de Estudos Avançados Ltda - 391 - - - - Papelaria Brasiliana Ltda - 1,478 - - - - Sociedade Educacional Alphaville Ltda - 190 - - - - Sociedade Educacional NEODNA Cuiaba Ltda - 101 - - - - 2,070 22,791 153,714 135,307 20,884 20,985 792,343 (i) Refers to other receivables related to cost sharing agreements where substantially Saber Serviços Educacionais (“Saber”), a Cogna Group entity, takes services from the Company; (ii) Refers substantially to “Reverse Factoring” contracts for raw material purchases, specifically graphics and paper, which the Company reimburses Atica and Scipione. See item a, below; and (iii) On April 1, 2020 the Company signed a loan agreement with Cogna Educação S.A. in the amount of R$ 20,000 3,75 884 December 31, 2019 Other receivables Trade receivables (Note 10 Indemnification asset (note 20 Other payments Loans Suppliers (note 15 Bonds (note 14 Cogna Educação SA, - - 149,600 - - - 1,539,146 Anhanguera Educacional Participacoes SA, - 1,150 - - - - - Editora Atica SA, 16 281 - 31,944 - - - Editora Scipione SA, 4,743 304 - - - - - Escola Mater Christi Ltda, - 204 - 130 - - - Maxiprint Editora Ltda, 4,021 1,154 - - - - - Pax Editora E Distribuidora Ltda, - 49 - - - - - Saraiva Educacao SA, 28,226 424 - - - - - Somos Idiomas SA, 75 2 - - - - - Acel Administracao De Cursos Educacionais Ltda, - 1,415 - - - - - Ecsa Escola A Chave Do Saber Ltda, - 212 - - - - - Colégio Jao Ltda, - 415 - - - - - Colégio Motivo Ltda, - 1,442 - - - - - Editora E Distribuidora Educacional SA, - 2,705 - - - 737 - Sge Comercio De Material Didatico Ltda, 6 5 - - - 482 - Sistema P H De Ensino Ltda, - 2,027 - 18 - - - Somos Operações Escolares SA, 42 - - 4,197 29,192 - - Saber Serviços Educacionais SA, - 5,041 - - - - 101,801 Sociedade Educacional Doze De Outubro Ltda, - 232 - - - - - Saber Serviços Educacionais as 1,012 - - - - - - Editora E Distribuidora Educacional as - - - 12,955 - - - 38,141 17,062 149,600 49,244 29,192 1,219 1,640,947 Year ended December 31, 2020 Year ended December 31, 2019 October 11, 2018 to December 31, 2018 Transactions held: Revenues Finance costs Cost Sharing (note 20 Sublease (note 20 Revenues Finance costs (i) Revenues Finance costs Cogna Educação S.A. - 48,432 - - - 86,839 - - Somos Educação S.A. - 278 - - - - - - Editora Atica S.A. 7,287 229 11,989 15,364 - - - - Editora Scipione SA. 1,551 - - - - - - - Colégio Manauara Lato Sensu Ltda. 3,139 - - - - - - - Maxiprint Editora Ltda. 612 - - - - - - - Saraiva Educacao SA. 3,364 - - 3,739 - - - - Sociedade Educacional Parana Ltda. 795 - - - - - - - Acel Administracao De Cursos Educacionais Ltda. 1,230 - - - - 283 - Sociedade Educacional Neodna Cuiaba Ltda. 367 - - - 1,307 - - - Ecsa Escola A Chave Do Saber Ltda. 657 - - - - - - - Colégio Motivo Ltda. 1,308 - - - - - 316 - Sistema P H De Ensino Ltda. 5,776 - - - 1,909 - 3,267 - Saber Serviços Educacionais S.A. 1,254 6,740 - 729 4,642 5,744 - 25,591 Sociedade Educacional Doze De Outubro Ltda 295 - - - 1,770 - 134 - Editora E Distribuidora Educacional SA. 1,841 - 36,144 1,489 469 - 592 - Somos Operações Escolares SA. - - - - 1,647 - - - Escola Mater Christi 246 - - - - - 120 - Colegio JAO Ltda. 387 - - - 311 - 127 - Centro Educacional Leonardo Da Vinci SS 1,319 - - - 511 - - - Nucleo Brasileiro de Estudos Avancados Ltda 423 - - - - - - - Papelaria Brasiliana Ltda 1,287 - - - - - - - Sociedade Educacional Alphaville SA 317 - - - - - - - Sociedade Educacional NEODNA Cuiaba Ltda - EPP 367 - - - - - - - Others - - - 362 134 - 72 - 33,822 55,679 48,133 21,683 12,700 92,583 4,911 25,591 (i) Refers to debentures interest; see Note 14 a. Suppliers and other arrangements with related parties The Company, as consequence of carve-out process on December 31, 2019 kept reverse factoring operations (specifically raw material purchases with Group Cogna’s affiliates) until then owner of assets and liabilities. After the carve-out process on January 1, 2020, the Company assumed those commitments. However, the Company took into account the fact that those contracts would last one 135,307 49,244 446 b. Guarantees related to contingencies acquired through past business combination In December 2019, the Company and Cogna Group signed the agreement to legally bind the indemnification from the seller in connection with the acquisition of Somos by Cogna Group, in order to indemnify the Company for any and all losses that may be incurred related to all contingencies or lawsuits events related to the Predecessor up to the maximum amount of R$ 153,7 149,6 2019 20 c. Cost sharing agreements with related parties The Company and its related parties expensed certain amounts based on an apportionment from Cogna Group related to shared services, including the shared service center, IT expenses, propriety IT systems and legal and accounting activities, and shared warehouses and other logistic activites based on agreement. Those expenses, R$ 48,133 2018 d. Brand and Copyrights sharing agreements with related parties In November and December 2019, the Company and its related parties entered into brand and copyrights sharing agreements with related parties, as follows: On November 11, 2019, the Company and EDE (Cogna Group’s Parent Company) entered into a copyright license agreement whereby EDE agreed to grant a license, at no three On November 6, 2019, the Company entered into a trademark license agreement (as amended in 2020 This agreement is valid for a period of 20 On December 6, 2019, the Company also entered into two 2020 20 e. Lease and sublease agreements with related parties The Company and its related parties also shared the infrastructure of leased warehouses and other properties, which are direct expenses of the Cogna Group. The expenses related to these lease payments were recognized in the consolidated financial statements according to assumptions defined by Management based on utilization of these properties by the Company. However, as part of its corporate restructuring (Note 1 e. 1 Commercial lease agreement Lessee Entity Counterpart lease agreement (Lessor) Monthly payments Maturity Rate State of the property in use Somos Sistemas de Ensino S.A. Editora Scipione S.A. R$ 35 60 Inflation index Pernambuco (Recife) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$ 30 60 Inflation index Bahia (Salvador) e. 2 Commercial sublease agreement Entity (Sublessor) Counterpart sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S,A (“EDE”) Somos Sistemas de Ensino S.A. R$ 390 September 30, 2025 Inflation index São Paulo (São Paulo) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$ 439 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. SGE Comércio de Material Didático Ltda, (“SGE”), R$ 15 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Somos Idiomas S.A. R$ 3 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Saraiva Educação S,A, (“Sariva”) R$ 113 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Livraria Livro Fácil Ltda,(“Livro Fácil”) R$ 82 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Editora e Distribuidora Educacional S,A (“EDE”) R$ 43 September 30, 2025 Inflation index São Paulo (São José dos Campos) The income from these lease and sublease agreements with related parties were recognized in the Consolidated Financial Statements as of December 31, 2020 amount R$ 21,683 25 f. Compensation of key management personnel Key management personnel include the members of the Board of Directors, Audit Committee, the CEO and the vice-presidents, for which the nature of the tasks performed were related to the activities of the Company. For the year ended December 31, 2020, key management compensation, including charges and variable compensation added up R$ 40,576 12,802 630 For the Company management members, the following benefits are granted: healthcare plan, share-based compensation plan, discounts on monthly tuition of K- 12 See below the key management’s person remuneration by nature: a) Short term benefits - Short-term benefits include fixed compensation (salaries and fees, vacation, mandatory bonus, and “ 13 6,982 11,430 155 b) Share based payment - The Company offered also to certain key management personnel payment based in its restricted shares units, Bonus IPO, amount R$ 33,594 1,372 475 The Key management personnel compensation expenses comprised the following: December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Short-term employee benefits (i) 6,982 11,430 155 Share-based compensation plan (ii) 33,594 1,372 475 40,576 12,802 630 (i) The Company, as a result of COVID- 19 (ii) Refers substantially to share-based compensation plan, considered as IPO Bonus, which included payroll charges. (g) Guarantees related to finance According to Note 18 1,676 | |
Somos - Anglo (Predecessor) | ||
Related parties | ||
Related parties | 19 Related Parties As presented in note 1 27 Balances and transactions between Parent Entities’ operations included in the Business, have been eliminated in the combined carve-out financial statements. However, during the year ended December 31, 2017 and the period from January 1, 2018 to October 10, 2018, the Business also entered into transactions with other related parties or with operations with the Parent Entities that are not part of the business. The balances with Related Parties are presented below: As of December 31, 2017 As of January 01, 2017 Trade receivables Supplier Bonds Trade receivables Supplier Open balances (iii) (ii) (i) (iii) (ii) Acel Administração De Cursos Educacionais Ltda. 582 657 — 2,162 27 Colegio Jao Ltda. 234 169 — — — Colegio Motivo Ltda. 705 1,195 — 1,533 11 Colegio Sao Jose De Petropolis Ltda 18 18 — — — Complexo Educacional Agora Eu Passo S/S Plenarium Agora 1 13 — — — Curso P H Ltda. 117 — — 47 — Ecsa Escola A Chave do Saber Ltda. 40 95 — 108 — Edumobi Tecnologia de Ensino Movel Ltda. 67 122 — — 754 Escola Mater Christi Ltda. 50 48 — 176 — Etb Editora Tecnica Do Brasil Ltda. — 2 — — 2 Jafar Sistema De Ensino e Cursos Livres S.A. — 10 — — — Sistema P H De Ensino Ltda. 391 638 — 390 6 Sociedade Educacional Doze de Outubro Ltda. 43 91 — 49 — Sociedade Educacional Parana Ltda. 97 169 — 163 — Somos Educacao S.A. (i) 106 90 822,919 — — Somos Operacoes Escolares S.A. 17 37 — — — 2,468 3,354 822,919 4,628 800 The transactions with Related Parties held during the periods below were as follows: January 1, 2018 to October 10, 2018 Transactions Revenue (iii) Finance costs (i) Sistema Ph De Ensino 6,524 — Colégio Motivo 471 — Acel Administração De Cursos Educacionais 172 — Sociedade Educacional Parana 1,926 — Sociedade Educacional Doze De Outubro 376 — Colégio Integrado Jao 224 — Somos Educação S.A. (i) 6 77,833 Outros 120 — 9,819 77,833 Year ended December 31, 2017 Transactions Revenue (iii) Finance costs (i) Sistema Ph De Ensino 281 — Curso PH 6,438 — Colégio Motivo 1,548 — Acel Administração De Cursos Educacionais 1,129 — Sociedade Educacional Parana 2,023 — Sociedade Educacional Doze De Outubro 440 — Escola Mater Christi 181 — Colégio Integrado Jao 771 — Somos Educação E Participações 11 22,919 Outros 106 — 12,928 22,919 _______________ (i) As described in note 14 (ii) Refer to outstanding reimbursements to other related parties or with operations with the Parent Entities that are not part of the business. For shared expenses incurred, that were allocated to the Business according to the assumptions presented in note 2 (iii) Substantially refers to the amounts arising from the direct sales of printed books and learning systems to other entities of Somos’ Group for resale to its own clients. a. Suppliers with related parties The Business is the legal obligor for purchases of certain raw materials used in activities related to other businesses of the Parent Entity that are not included in these combined carve-out financial statements in the amount of R$ 231,190 226,887 34,621 31,866 2017 b. Remuneration of key management personnel Key management personnel include the members of the Board of Directors and the Audit Committee, the CEO, the vice-presidents and the statutory officers of Somos Group, for which the nature of the tasks performed were related to the activities of the Business. For the period from January 1 to October 10, 2018 and for the year ended December 31, 2017, key management remuneration allocated to the Business, including charges and variable remuneration totaled R$ 48,864 7,611 12 The Business does not grant post-employment benefits, termination benefits or other long-term benefits for their key management personnel. Key management personnel compensation comprised the following: January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Short-term employee benefits 1,108 2,020 Share-based compensation plan (i) 47,756 5,591 48,864 7,611 (i) Certain executive officers also participate in the share-based compensation plan (see Note 22 22 |
Provision for risks of tax, civ
Provision for risks of tax, civil and labor losses and Judicial deposits and escrow accounts - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | ||
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | 21 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 and in an amount that Management, in conjunction with its legal advisors, believes is enough to cover probable losses or when related to contingences resulting from business combinations. In connection with the acquisition of Somos Group (predecessor) by Cogna Group, provisions for contingent liabilities assumed by Cogna were recognized when potential non-compliance with labor and civil legislation arising from past practices of subsidiaries acquired were identified. Thus, at the acquisition date, Cogna reviewed all proceedings whose responsibility were transferred to assess whether there was a present obligation and if the fair value could be measured reliably. The contingent liabilities are composed as follows: a. Composition December 31, 2020 December 31, 2019 Proceedings whose likelihood of loss is probable Tax proceedings (i) 575,724 557,782 Labor proceedings (ii) 6,591 9,967 Civil proceedings - 1 582,315 567,750 Liabilities assumed in Business Combination Labor proceedings (ii) 31,305 41,226 Civil proceedings 313 31 31,618 41,257 Total of provision for tax, civil and labor losses 613,933 609,007 (i) Primarily refers to income tax positions taken by the predecessor Somos (Vasta Predecessor) and the Company (Sucessor) 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 jurisprudence on a similar tax case also reached in 2018 , the Company reassessed this income tax position and recorded a liability, including interest and penalties, in the Consolidated Carve-out Financial Statements, (ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary differential, night shift premium, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. The changes in provision for the years ended December 31, 2020 and 2019 December 31, 2019 Additions Reversals Interest Total effect on the result Payments December 31, 2020 Tax proceedings 557,783 10,651 ( 4,189 ) 11,479 20,836 - 572,724 Labor proceedings 51,193 2,093 ( 9,538 ) 1,805 ( 5,640 ) ( 7,657 ) 37,896 Civil proceedings 31 430 ( 102 ) 13 341 ( 59 ) 313 Total 609,007 13,174 ( 13,829 ) 13,297 15,537 ( 7,716 ) 613,933 Reconciliation with profit or loss for the period Finance expense - - ( 13,297 ) General and administrative expenses ( 11,737 ) 13,829 - Income tax and social contribution ( 1,437 ) - - Total ( 13,174 ) 13,829 ( 13,297 ) As of December 31, 2018 Additions Reversals Interest Total effect on the result Payments December 31, 2019 Tax proceedings 502,764 16,339 ( 699 ) 39,379 55,019 - 557,783 Labor proceedings 49,652 4,133 ( 4,585 ) 1,993 1,541 - 51,193 Civil proceedings 2,149 65 ( 2,239 ) 56 ( 2,118 ) - 31 Total 554,565 20,537 ( 7,523 ) 41,428 54,442 - 609,007 Reconciliation with profit or loss for the period Finance expense - - ( 41,428 ) General and administrative expenses ( 4,198 ) 7,523 - Income tax and social contribution ( 16,339 ) - - Total ( 20,537 ) 7,523 ( 41,428 ) b. Judicial Deposits and Escrow Accounts Judicial deposits and escrow accounts recorded as in non-current assets are as follows: December 31, 2020 December 31, 2019 Tax proceedings 2,004 1,419 Labor proceedings - 955 Indemnification asset -Former owner 2,003 5,476 Indemnification asset – Related Parties (i) Note 20 153,714 149,600 Escrow-account (ii) 15,027 15,482 172,748 172,932 (i) Refers to an indemnification asset from the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 153,714 149,600 20 (ii) Refers to guarantees received as a consequence of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize. | |
Somos - Anglo (Predecessor) | ||
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | ||
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | 20 Provision for risks of tax, civil and labor losses and Judicial deposits and escrow accounts The Management classifies the likelihood of loss of judicial/administrative proceedings in which the Business is a party as a defendant. Provisions are recorded for contingencies classified as probable and in amount Management believes it is sufficient to cover probable losses. a. Proceedings whose likelihood of loss is probable As of December 31, 2017 As of January 01, 2017 Labor proceedings (i) 9,173 15,671 Tax proceedings 81 — Civil proceedings 4 728 9,258 16,399 _______________ (i) The Business is a party to labor demands, which the most frequent cases refer to holiday proportional, salary differential, night additional pay, overtime, social contribution, among others. There are no individual labor demands with material amounts that require specific disclosure. The changes in provision for the period ended October 10, 2018 and the year ended December 31, 2017 were: As of January 1, 2017 Additions Reversals Interest Total effect on the result Payments As of December 31, 2017 Tax proceedings — 81 — — 81 — 81 Labor proceedings 15,671 1,312 ( 2,697 ) — ( 1,385 ) ( 5,113 ) 9,173 Civil proceedings 728 87 ( 16 ) — 71 ( 795 ) 4 Total 16,399 1,480 ( 2,713 ) — ( 1,233 ) ( 5,908 ) 9,258 As of December 31 2017 Additions Reversals Interest Total effect on the result Payments As of October 10, 2018 Tax proceedings (i) 81 421,906 — 70,563 492,469 — 492,550 Labor proceedings 9,173 4,315 ( 2,169 ) 35 2,181 ( 767 ) 10,587 Civil proceedings 4 ( 8 ) — 8 — — 4 Total 9,258 426,213 ( 2,169 ) 70,606 494,650 ( 767 ) 503,141 Reconciliation with profit or loss for the period Finance expense — — ( 70,606 ) ( 70,606 ) General and administrative expenses ( 152,763 ) 2,169 — ( 150,594 ) Income tax and social contribution ( 273,450 ) — — ( 273,450 ) Total ( 426,213 ) 2,169 ( 70,606 ) ( 494,650 ) _______________ (i) Mainly refers to income tax positions taken by the Business in connection with a corporate reorganization held in 2010 2018 2018 b. Contingent liabilities There were other proceedings in progress that were classified by the Business as possible contingencies and no provision has been recorded as of October 10, 2018. These proceedings arise from tax, labor and civil lawsuits as per below: Tax Labor Civil Total Contingent liabilities — 39,052 2,135 41,187 The main contingent liabilities are related to labor demands where the main frequent cases refer to holiday, salary differential, night additional pay, overtime, social charges, among others. There are no individual labor demands with material amounts that require specific disclosure. c. Judicial Deposit and Escrow Accounts Judicial deposits and escrow accounts registered in non-current assets are as follows: As of December 31, 2017 As of January 01, 2017 Tax proceedings 2,450 2,450 Labor proceedings 509 390 Civil proceedings 17 11 Indemnification asset - Former owner 3,074 2,975 6,050 5,826 |
Current and Deferred Income T_3
Current and Deferred Income Tax and Social Contribution - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Current and Deferred Income Tax and Social Contribution | ||
Current and Deferred Income Tax and Social Contribution | 22 Current and Deferred Income Tax and Social Contribution a. Reconciliation of income tax and social contribution The reconciliation of income tax and social contribution expense is as follows: As of December 31, 2020 As of December 31, 2019 From October 11 to December 31, 2018 Loss before income tax and social contribution for the year ( 71,053 ) ( 90,315 ) 3,690 Nominal statutory rate of income tax and social contribution 34 % 34 % 34 % IRPJ and CSLL calculated at the nominal rates 24,158 30,707 ( 1,255 ) Permanent Additions 1,246 ( 1,100 ) ( 3,475 ) Total IRPJ and CSLL 25,404 29,607 ( 4,730 ) Current IRPJ and CSLL in the result 7,874 ( 22,113 ) ( 4,750 ) Deferred IRPJ and CSLL in the result 17,530 51,720 20 25,404 29,607 ( 4,730 ) Effective tax rate of Income and social contribution tax expenses 36 % 33 % 128 % b. Deferred taxes Changes in deferred income tax and social contribution assets and liabilities are as follows: i. December 31, 2020 As of December 31, 2019 Effect on profit (loss) Effect on Parent´s Equity (i) (note 1.4 As of December 31, 2020 Income tax/social contribution: Income tax and social contribution losses carryforwards (iii) 31,353 137,228 13,676 182,257 Temporary Differences: Impairment losses on trade receivables 6,730 2,813 - 9,543 Provision for obsolete inventories 7,753 ( 4,490 ) - 3,263 Imputed interest on suppliers ( 3,303 ) 2,559 - ( 744 ) Provision for risks of tax, civil and labor losses 20,189 ( 1,051 ) - 19,138 Refund liabilities and right to returned goods 14,998 ( 4,095 ) - 10,903 Lease Liabilities 3,594 1,170 - 4,764 Goodwill and fair value adjustments on business combination (ii) ( 30,486 ) ( 120,112 ) - ( 150,598 ) Other temporary difference 6,512 3,508 - 10,020 Deferred Assets, net 57,340 17,530 13,676 88,546 (i) Refers to the tax effect over temporary differences, specifically IPO costs capitalization recorded in the Somos Sistemas de Ensino S.A. (Company’s affiliate) being its effects on equity and counterparty on deferred tax assets financial statement line. Here is important to enhance that part of IPO costs, that included auditing, lawyer’s advisor, banks fees and other directly costs attributable to the IPO were paid by the Company. The Parent Company, Vasta Platform, does not accrued deferred tax assets. (ii) Goodwill and fair value adjustments on business combination comprise three (iii) Refers to tax losses carryforwards accumulated supported by the Company’s forecasts of the future profitability. ii. December 31, 2019 Changes in deferred income tax and social contribution assets and liabilities are as follows: October 11 to December 31, 2018 Effect on profit (loss) As of December 31, 2018 First adoption of IFRS 16 Effect on profit (loss) Effect on Parent´s Net Investment (i) As of December 31, 2019 Income tax/social contribution: I ncome tax and social contribution losses carryforwards 119,557 ( 9,058 ) 110,499 - 6,573 ( 85,719 ) 31,353 Temporary Differences: I mpairment losses on trade receivables 9,068 ( 2,536 ) 6,532 - 1,129 ( 931 ) 6,730 Provision for obsolete inventorie 25,906 ( 1,287 ) 24,619 - ( 19,289 ) 2,423 7,753 I mputed interest on supplier ( 428 ) ( 9,938 ) ( 10,366 ) - 8,477 ( 1,414 ) ( 3,303 ) Provision for risks of tax, civil and labor losses 3,624 2,243 5,867 - 15,497 ( 1,175 ) 20,189 Refund liabilities and right to returned good 12,162 5,805 17,967 - ( 6,170 ) 3,201 14,998 Lease Liabilities - - - 1,508 1,308 778 3,594 F air value adjustments on business combination (i) ( 90,889 ) 12,997 ( 77,892 ) - 46,574 832 ( 30,486 ) O ther termporary provision 8,951 1,794 10,745 - ( 2,379 ) ( 1,854 ) 6,512 Deferred Assets, net 87,951 20 87,971 1,508 51,720 ( 83,859 ) 57,340 (i) On December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ ( 83,859 | |
Somos - Anglo (Predecessor) | ||
Current and Deferred Income Tax and Social Contribution | ||
Current and Deferred Income Tax and Social Contribution | 21 Current and Deferred Income Tax and Social Contribution a. Reconciliation of income tax and social contribution The reconciliation of income tax and social contribution expense is as follows: January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Loss before income tax and social contribution for the year ( 346,346 ) ( 10,609 ) Combined nominal statutory rate of income tax and social contribution 34 % 34 % IRPJ and CSLL calculated at the nominal rates 117,758 3,607 Permanent exclusion (additions) 390 ( 1,535 ) Provision for risks of income taxes (note 20 ( 273,450 ) — Permanent additions of penalties of income tax (note 20 ( 49,045 ) — Derecognition of previously recognized deductible temporary difference on goodwill (ii) ( 62,654 ) — ( 267,001 ) 2,072 Current IRPJ and CSLL in the result ( 274,408 ) — Deferred IRPJ and CSLL in the result 7,407 2,072 ( 267,001 ) 2,072 _______________ (i) Refers to net loss for the period/year for the carved-out operations of the Parent Entities that will not be realized due to legal entity structure. b. Deferred taxes Changes in deferred income tax and social contribution assets are as follows: January 1, 2017 Effect on profit (loss) December 31, 2017 Effect on profit (loss) October 10, 2018 Income tax and social contribution losses carryforwards (iii) 48,486 17,386 65,872 53,684 119,556 Temporary Differences: Impairment losses on trade receivables 7,012 ( 364 ) 6,648 1,443 8,091 Provision for obsolete inventories 22,845 1,505 24,350 353 24,703 Imputed interest on suppliers ( 8,197 ) 2,518 ( 5,679 ) 5,251 ( 428 ) Provision for risk of tax, civil and labor losses 5,576 ( 2,428 ) 3,148 25,895 29,043 Refund liabilities and right to returned goods 10,325 7,847 18,172 ( 7,593 ) 10,579 Other temporary provision 13,482 ( 6,828 ) 6,654 2,296 8,950 Goodwill and fair value adjustments on business combination (ii) ( 112,190 ) 4,549 ( 107,641 ) ( 57,890 ) ( 165,531 ) Tax benefit of goodwill to be incurred (ii) 38,145 ( 22,113 ) 16,032 ( 16,032 ) — Deferred liabilities, net 25,484 2,072 27,556 7,407 34,963 _______________ (ii) As described in footnote 20 62,654 (iii) Includes R$ 108,505 52,680 37,712 1 |
Share-based compensation - Somo
Share-based compensation - Somos - Anglo (Predecessor) | 9 Months Ended |
Oct. 10, 2018 | |
Somos - Anglo (Predecessor) | |
Share-based compensation | |
Share-based compensation | 22 Share-based Compensation Certain employees of the Business participate in a share-based plan that grants equity-based awards in the form of shares of Somos Educação S.A. to key management personnel and senior employees of the Somos Group, conditioned upon the achievement of performance targets. This share-based compensation plan can represent a maximum of 5 five 1 13,062,883 The overral terms of the plan and shares granted are shown below: Share-based Plan arrangements 2014 2015 2016 2017 2018 Estimated grant date 31-05-15 31-05-16 31-05-17 31-05-18 31-05-19 Share price at estimated grant date R$ 12.33 9.47 14.35 21.69 22.60 Vesting period annually for 5 from 2015 annually for 5 from 2016 annually for 5 from 2017 annually for 5 from 2018 annually for 5 from 2019 Amendments were made to the program on August 30, 2018 and included that in the event of transfer of control of Somos Group, the following conditions would apply: a. the acceleration and/or anticipation of the delivery of the granted shares referring to the plan, which had been occurring through the vesting period of the grants; and b. additional shares would be granted to the Management of Somos Group’s and eligible subsidiaries. In a different manner than the original conditions, the shares granted by the amendment would be partially settled by Parent Entity through the delivery of shares and the remaining in cash. The Somos’ consolidated changes in the period from January 1, 2018 to October 10, 2018 were as follows (in quantity of shares): Original Terms Amended Terms As of December 31, 2017 Granted during the period Settled during the period Reclassified Granted during the period As of October 10, 2018 Weighted average price of settled shares Equity Settled 949,236 172,430 ( 558,364 ) ( 111,477 ) — 451,825 11.51 Cash Settled — — — 111,477 1,793,053 1,904,530 23.75 Total 949,236 172,430 ( 558,364 ) — 1,793,053 2,356,355 _______________ (i) With the effective transfer of the control of Somos Group to SABER Serviços Educacionais S.A. (“SABER”), indirect subsidiary of Cogna Educação S.A, on October 11, 2018, all shares granted and undelivered were settled by Somos Group (see Note 30 Based on the allocation criteria defined in Note 2 69,119 5,591 |
Net Revenue from sales and Se_3
Net Revenue from sales and Services - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Net Revenue from sales and Services | ||
Net Revenue from sales and Services | 24 Net Revenue from sales and Services The breakdown of net sales of the Company for the year ended December 31, 2020 and 2019 December 31, 2020 December 31, 2019 October 11 to December 31, 2018 Learning Systems Gross revenue 608,200 542,070 101,097 Deductions from gross revenue Taxes ( 40 ) ( 79 ) ( 624 ) Discounts ( 8,603 ) ( 37,989 ) ( 3,263 ) Returns ( 17,553 ) ( 9,350 ) ( 1,443 ) Net revenue 582,003 494,652 95,767 Textbooks Gross revenue 308,298 339,535 138,017 Deductions from gross revenue Taxes ( 250 ) ( 2,251 ) ( 858 ) Discounts - - - Returns ( 72,488 ) ( 58,757 ) ( 28,867 ) Net revenue 235,560 278,527 108,292 Complementary Education Services Gross revenue 63,491 33,106 1,725 Deductions from gross revenue Taxes ( 17 ) ( 37 ) - Discounts ( 6 ) ( 1 ) - Returns ( 2,880 ) ( 1,880 ) ( 39 ) Net revenue 60,588 31,188 1,686 Other services (i) Gross revenue 34,118 83,094 32,408 Deductions from gross revenue Taxes ( 3,864 ) ( 3,686 ) ( 1,230 ) Discounts - ( 911 ) ( 424 ) Returns - ( 605 ) ( 20 ) Net revenue 30,254 77,892 30,734 Total Content & EdTech Gross revenue 1,014,107 997,805 273,247 Deductions from gross revenue Taxes ( 4,171 ) ( 6,053 ) ( 2,712 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 92,921 ) ( 70,592 ) ( 30,369 ) Net revenue 908,406 882,259 236,479 Total Digital Services - Ecommerce Gross revenue 97,632 112,352 10,901 Deductions from gross revenue Taxes ( 2,261 ) ( 3,239 ) ( 481 ) Returns ( 6,149 ) ( 1,689 ) ( 538 ) Net revenue 89,222 107,424 9,882 Total Gross revenue 1,111,739 1,110,157 284,148 Deductions from gross revenue Taxes ( 6,431 ) ( 9,292 ) ( 3,193 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 99,071 ) ( 72,281 ) ( 30,907 ) Net revenue 997,628 989,683 246,361 Sales 967,374 971,250 241,221 Services 30,254 18,433 5,140 Net revenue 997,628 989,683 246,361 (i) Refers also to revenue from sales of textbooks used in preparatory courses for university admission exams. The Company applies the practical expedient described in paragraph 121 15 | |
Somos - Anglo (Predecessor) | ||
Net Revenue from sales and Services | ||
Net Revenue from sales and Services | 23 Net Revenue from sales and services The breakdown of net sales of the Business for the period from January 1, to October 10, 2018 and for the year ended December 31, 2017 is shown below. The revenue is disaggregated into the categories the Business believes depict how and the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Learning Systems Gross revenue 330,779 348,982 Deductions from gross revenue Taxes ( 81 ) 39 Discounts ( 36,443 ) ( 35,721 ) Returns ( 16,313 ) ( 22,307 ) Net revenue 277,942 290,993 January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Textbooks Gross revenue 147,593 351,334 Deductions from gross revenue Taxes ( 1,018 ) ( 1,040 ) Returns ( 20,827 ) ( 59,284 ) Net revenue 125,748 291,010 Complementary Education Solution Gross revenue 22,989 30,065 Deductions from gross revenue Taxes ( 160 ) ( 1,329 ) Returns ( 2,568 ) ( 914 ) Net revenue 20,261 27,822 Other services (i) Gross revenue 41,685 82,259 Deductions from gross revenue Taxes ( 3,497 ) ( 5,763 ) Discounts ( 716 ) ( 6 ) Returns ( 769 ) ( 353 ) Net revenue 36,703 76,137 Total Content & EdTech Platform segment Gross revenue 543,046 812,640 Deductions from gross revenue Taxes ( 4,756 ) ( 8,092 ) Discounts ( 37,159 ) ( 35,727 ) Returns ( 40,476 ) ( 82,859 ) Net revenue 460,655 685,962 Total Digital Platform segment E-commerce Gross revenue 61,059 — Deductions from gross revenue Taxes ( 2,286 ) — Returns ( 898 ) — Net revenue 57,875 — Total Gross revenue 604,105 812,640 Deductions from gross revenue Taxes ( 7,041 ) ( 8,092 ) Discounts ( 37,159 ) ( 35,727 ) Returns ( 41,375 ) ( 82,859 ) Net revenue 518,530 685,962 Sales 500,358 663,360 Services 18,172 22,602 Net revenue 518,530 685,962 (ii) Refers also to revenue from textbook sales of preparatory course for university admission exams. The Business applies the practical expedient in paragraph 121 15 |
Costs and Expenses by Nature _2
Costs and Expenses by Nature - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Costs and expenses by nature | ||
Costs and Expenses by Nature | 25 Costs and Expenses by Nature Covid 19 The Company discussed and established, together with the managers and the Crisis Management Committee, a cost and expense reduction plan that is in fully underway as planned, and that is highlighted below: a) implementation, as of May or June, depending on the area of 25 three 936 20 90 b) extensive renegotiation of contracts with suppliers (for example: lease agreements, printers, IT services, law services and etc) and the cessation of operations of certain transportation companies for undetermined periods. Most of the renegotiations were based on temporary price reduction. December 31, 2020 December 31, 2019 October 11 to 'December 31, 2018 Salaries and payroll charges (i) ( 279,523 ) ( 200,621 ) ( 62,376 ) Raw materials and productions costs ( 216,791 ) ( 238,635 ) ( 27,267 ) Depreciation and amortization ( 174,088 ) ( 164,932 ) ( 21,770 ) Editorial costs ( 52,794 ) ( 61,281 ) ( 21,638 ) Copyright ( 59,597 ) ( 61,975 ) ( 20,473 ) Advertising and publicity ( 88,965 ) ( 60,416 ) ( 17,091 ) Utilities, cleaning and security ( 19,499 ) ( 11,869 ) ( 9,379 ) Rent and condominium fees ( 14,278 ) ( 20,375 ) ( 7,929 ) Third-party services ( 23,904 ) ( 26,406 ) ( 3,817 ) Travel ( 8,760 ) ( 12,471 ) ( 3,664 ) Consulting and advisory services ( 25,269 ) ( 16,028 ) ( 2,910 ) Impairment losses on trade receivables ( 25,015 ) ( 4,297 ) ( 2,283 ) Material ( 3,708 ) ( 1,087 ) ( 1,762 ) Taxes and contributions ( 2,066 ) ( 3,278 ) ( 267 ) Reversal (provision) for tax, civil and labor risks 2,092 3,325 19 Provision for obsolete inventories ( 4,057 ) ( 6,831 ) 3,098 Income from lease and sublease agreements with related parties 21,683 - - Other income, net 4,283 ( 20,052 ) ( 5,858 ) ( 970,256 ) ( 907,229 ) ( 205,367 ) Cost of sales and services ( 378,003 ) ( 447,049 ) ( 69,903 ) Commercial expenses ( 165,169 ) ( 184,592 ) ( 51,151 ) General and administrative expenses ( 406,352 ) ( 276,427 ) ( 84,898 ) Impairment loss on accounts receivable ( 25,015 ) ( 4,297 ) ( 2,283 ) Other operating income, net 4,283 5,136 2,868 ( 970,256 ) ( 907,229 ) ( 205,367 ) (i) Increase impacted by Bonus IPO expenses recognized in the statement of consolidated Profit and loss, amount R$ 50,580 and also business acquisitions occurred in 2020 . | |
Somos - Anglo (Predecessor) | ||
Costs and expenses by nature | ||
Costs and Expenses by Nature | 24 Costs and Expenses by Nature January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Salaries and payroll charges ( 180,118 ) ( 170,694 ) (Provision) reversal for risks of tax, civil and labor losses ( 150,594 ) 1,233 Raw materials and productions costs ( 105,454 ) ( 73,547 ) Editorial costs ( 26,249 ) ( 43,998 ) Depreciation and amortization ( 37,660 ) ( 43,245 ) Copyright ( 31,315 ) ( 55,211 ) Advertising and publicity ( 30,279 ) ( 41,740 ) Utilities, cleaning and security ( 21,718 ) ( 36,808 ) Rental and condominium fees ( 19,474 ) ( 17,795 ) Third-party services ( 11,481 ) ( 20,798 ) Travel ( 11,471 ) ( 11,288 ) Consulting and advisory services ( 10,535 ) ( 13,449 ) Impairment (losses) reversal on trade receivables ( 4,027 ) 908 Provision for losses of obsolete inventories ( 352 ) ( 4,427 ) Taxes and contributions ( 2,560 ) ( 2,875 ) Material ( 2,164 ) ( 5,220 ) Other expenses ( 24,873 ) ( 50,728 ) ( 670,324 ) ( 589,682 ) Cost of goods sold and services ( 220,975 ) ( 255,250 ) Commercial expenses ( 139,052 ) ( 170,651 ) General and administrative expenses ( 310,527 ) ( 162,760 ) Impairment loss on trade receivable ( 4,027 ) 908 Other operating income (expenses), net 4,257 ( 1,929 ) ( 670,324 ) ( 589,682 ) |
Finance result - Somos - Anglo
Finance result - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Disclosure of finance income (cost) [line items] | ||
Finance result | 26 Finance result December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Finance income Income from financial investments and marketable securities (i) 16,907 1,703 1,810 Other finance income 4,077 3,713 2,100 20,984 5,416 3,910 Finance costs Interest on bonds and financing (ii) ( 52,935 ) ( 92,583 ) ( 25,611 ) Imputed interest on suppliers (v) ( 13,854 ) ( 24,612 ) ( 6,817 ) Interest on Loans from related parties (iv) ( 3,344 ) - - Bank and collection fees (iii) ( 17,771 ) ( 847 ) ( 607 ) Interest on provision for tax, civil and labor risks ( 13,297 ) ( 41,428 ) ( 6,591 ) Interest on Lease Liabilities ( 15,077 ) ( 16,312 ) - Other finance costs ( 3,131 ) ( 2,403 ) ( 1,588 ) ( 119,409 ) ( 178,185 ) ( 41,214 ) Financial Result (net) ( 98,425 ) ( 172,769 ) ( 37,304 ) (i) Refers to income from Marketable Securities financial income, due to IPO process occurred on July 31, 2020. (ii) Refers to the Bonds with related parties, which include Saber Serviços Educacionais (“Saber”), which the principal and interests are being paid. (iii) Refers substantially to bank and collection fees incurred in connection with certain bank transactions for example, IPO cash remittance from the USA to Brazil and bank fees related to Bank settlements. (iv) Refers to interest on loans with related parties (see note 20 (v) Refers to interest on reverse factoring that as of December 31, 2019 amounted by R$ 302,104 (R$ 94,930 as suppliers and R$ 207,174 as suppliers – related parties) and as of December 31, 2020, R$ 110,513 . | |
Somos - Anglo (Predecessor) | ||
Disclosure of finance income (cost) [line items] | ||
Finance result | 25 Finance Result January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Finance income Interest on financial investments 17,429 13,009 Other finance income 9,390 8,822 26,819 21,831 Finance costs Interest on bonds and financing ( 89,149 ) ( 78,259 ) Imputed interest on suppliers ( 49,604 ) ( 45,200 ) Bank and collection fees ( 2,423 ) ( 1,902 ) Interest on Provision for risks of tax, civil and labor losses (note 20 ( 70,606 ) — Other finance expenses ( 9,589 ) ( 3,359 ) ( 221,371 ) ( 128,720 ) Finance result ( 194,552 ) ( 106,889 ) |
Business Combination - Somos -
Business Combination - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Business Combinations | ||
Business Combinations | 5 Business Combinations As mentioned in Note 1 December 31, 2020 Interest (%) Livraria Livro Fácil Ltda. (“Livro Fácil”) 100 A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100 Mind Makers Editora Educacional (“Mind Makers”) 100 Colégio Anglo São Paulo 100 Meritt Informação Educacional Ltda (“Meritt”) 100 As of December 31, 2020, the Company’ business combinations are described below: A & R Comercio e Serviços de Informática Ltda. (“Pluri”), Mind Makers Editora Educacional (“Mind Makers”) and Meritt Informação Educacional Ltda (“Meritt”) . On January 7, 2020, the Company concluded the acquisition of the entire ownership interest of Pluri for R$ 26,000 1,706 On February 13, 2020, the Company concluded the acquisition of the entire ownership interest of Mind Makers, a company that offers computer programming and robotics courses and helps students develop skills relevant to their educational progress, such as coding and product development, as well as entrepreneurial and social and emotional skills including teamwork, leadership and perseverance. The total purchase price was R$ 18,200 10,000 2021 2022 2021 2022 5,421 On November 20, 2020, the Company acquired the ownership interest of Meritt Informação Educacional Ltda. in order to improve its current integrated educational platform of educational assessments, which will allow the Company to monitor students’ performance and educational tests in real time, as well as improvements in randomization in test questions and alternatives. The purchase price was R$ 3,500 3,200 300 4,030 The acquisitions were accounted for using the acquisition method of accounting , i.e. the consideration transferred and the identifiable assets and liabilities acquired were measured at fair value, while goodwill is measured as the excess of consideration paid over those items. The following table presents the assets and liabilities acquired for each business combination: Pluri Mind Makers Meritt (v) Total Current assets Cash and cash equivalents 1,820 528 894 3,242 Trade receivables 1,687 3,303 - 4,990 Inventories (iv) 15,338 - - 15,338 Prepayments 695 62 - 757 Taxes recoverable 746 2 4 752 Other receivables 2,905 - - 2,905 Total current assets 23,191 3,895 898 27,984 Non-current assets Property, plant and equipment 122 89 - 211 Other intangible assets 1,340 - - 1,340 Intangible assets - Customer Portfólio (iii) 4,625 - - 4,625 Intangible assets - Trademarks (ii) - 16,060 - 16,060 Total non-current assets 6,087 16,149 - 22,236 Total Assets 29,278 20,044 898 50,220 Current liabilities Suppliers 10,205 26 - 10,231 Salaries and social contributions 190 120 2 312 Taxes payable 13 10 10 33 Income tax and social contribution payable 298 80 - 378 Contract liabilities and deferred income 322 267 - 589 Total current liabilities 11,028 503 12 11,543 Non-current liabilities Bonds and Financing - 998 - 998 Other liabilities 364 - - 364 Total non-current liabilities 364 998 - 1,362 Total liabilities 11,392 1,501 12 12,905 Net assets (A) 17,886 18,543 886 37,315 Total of Consideration transferred (B) 27,706 23,621 7,530 58,857 Goodwill (B – A) (i) 9,820 5,078 6,644 21,542 (i) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company (i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. (ii) Trademark-related intangible asset’s fair value was obtained based on: net revenue was estimated taking into account the contractual customer relationships existing on the acquisition date; royalty fees of 7.2 % were used based on the market rates of companies with similar activities as the Company, which represents a market rate; finally, the discount rate ( Weighted Averaged Cost of Capital (“WACC” 0.22 % p.a. (iii) The following assumptions eight years and seven months; a nominal discount rate of 12.6 % p.a. was used, which is equivalent to the WACC 0.07 . (iv) Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of the Company’s business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. (v) Fair values measured on a provisional basis – The fair value of Meritt’s intangible assets (patented technology and customer relationships) has been measured provisionally, pending completion of an independent valuation. From the date of acquisition to December 2020, Pluri, Mind Makers and Meritt contributed to revenue in the Consolidated Financial Statements as of December 31, 2020 in the amount of R$ 40,041 7,891 43 111 1,052 207 If the acquisitions had been concluded on January 1 2020 1,043,205 41,360 | |
Somos - Anglo (Predecessor) | ||
Business Combinations | ||
Business Combinations | 26 Business Combination On December 31, 2017, the Business entered into the Purchase and Sale Agreement and Other Covenants for the acquisition of 100 23.8 8.8 4.8 10.2 Livro Fácil is a physical and digital e-commerce platform for the provision of value-added services and delivery of textbooks and literature to Brazilian schools, especially in regions where the Business did not operate. Livro Fácil will continue to acquire and resell books produced by the Business and by third parties, being considered as principal in such transactions, without changing its business model. The following are the balances recognized in the business combination using the acquisition method of accounting: As of December 31, 2017 Fair Value Cash and Cash Equivalents 1,013 Trade Receivables 3,349 Inventories (i) 34,250 Tax recoverable 205 Other Assets 1,615 Property, plant and equipment 514 Intangible assets (ii) 7,050 Suppliers ( 34,795 Tax Payables ( 919 Income tax and social contribution payable ( 292 Net Assets 11,990 Goodwill 11,835 Acquisition total cost 23,825 (i) Fair values adjustments were obtained based on the market comparison technique – i.e. the fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. (ii) Substantially refers to “Customer Portfolio which its asset’s fair value was obtained based on the estimated revenue taking into account the contractual customer relationships existing on the acquisition date, with an average contract termination period and a nominal discount rate of 15.00 Goodwill is recognized based on expected synergies from combining the operations of the acquiree and the acquiror, as well as due to an expected increase in the Business’ market-share due to the penetration of the business products and services in regions where the Business did not operate before. Goodwill and fair value adjustments recognized are expected to be fully deductible for tax purposes. From the date of acquisition, December 27 to December 31, 2017, Livro Fácil had no material amount of revenue or losses. If the acquisition had taken place at the beginning of the financial period on which it occurred, the combined carve-out revenue would have been R$ 749.9 8.7 |
Segment Reporting - Somos - Ang
Segment Reporting - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Segment Reporting | ||
Segment Reporting | 27 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 Business’ customers. Thus, reportable segments are: (i) Content & EdTech Platform; and (ii) Digital Platform, The Content & EdTech platform derives its results from core and complementary educational content solutions through digital and printed content, including textbooks, learning systems and other complementary educational services, The Digital Platform aims to unify the entire school administrative ecosystem, enabling private schools to aggregate multiple learning strategies and help them to focus on education, through the Business’ physical and digital e-commerce platform (Livro Fácil) and other digital services. The operations related to this segment initiated with the acquisition of Livro Fácil, Due to the nature of the Business’ e-commerce platform, the Content & EdTech Platform segment sells its printed and digital content to the Digital Platform 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 combined carve-out 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 intrasegment transactions. The following table presents the Business’ revenue, its reconciliation to “profit (loss) before finance result and tax”, assets and liabilities by reportable segment. No other information is used by the CODM when assessing segment performance: December 31, 2020 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 908,406 89,222 997,628 Cost of goods sold and services ( 301,882 ) ( 76,121 ) ( 378,003 ) Operating income (expenses) General and administrative expenses ( 382,740 ) ( 19,329 ) ( 402,069 ) Commercial expenses ( 152,659 ) ( 12,510 ) ( 165,169 ) Other operating income, net - - - Impairment losses on trade receivables ( 25,015 ) - ( 25,015 ) Profit before finance result and taxes 46,110 ( 18,738 ) 27,372 Assets 6,848,198 130,072 6,978,270 Current and non-current liabilities 2,141,107 51,847 2,192,953 December 31, 2019 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 882,259 107,424 989,683 Cost of goods sold and services ( 359,730 ) ( 87,319 ) ( 447,049 ) Operating income (expenses) General and administrative expenses ( 260,338 ) ( 16,089 ) ( 276,427 ) Commercial expenses ( 181,681 ) ( 2,911 ) ( 184,592 ) Other operating net income 5,136 - 5,136 Impairment losses on trade receivables ( 4,297 ) - ( 4,297 ) (Loss) Profit before financial income and taxes 81,349 1,105 82,454 Assets 6,055,892 111,902 6,167,794 Current and non-current liabilities 2,955,764 111,947 3,067,711 From October 11 to December 31, 2018 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 236,479 9,882 246,361 Cost of goods sold and services ( 64,701 ) ( 5,202 ) ( 69,903 ) Operating income (expenses) General and administrative expenses ( 83,963 ) ( 935 ) ( 84,898 ) Commercial expenses ( 49,346 ) ( 1,805 ) ( 51,151 ) Other operating income, net 2,868 - 2,868 Impairment losses on trade receivables ( 2,283 ) - ( 2,283 ) Profit before finance result and taxes 39,054 1,940 40,994 Assets 6,092,753 46,938 6,139,691 Current and non-current liabilities 2,834,102 37,088 2,871,190 The accounting policies of the reportable segments are the same as the Company’s accounting policies described in Note 4.2 The Company operates in Brazil, with no revenue from foreign customers. Additionally, no single customer contributed ten | |
Somos - Anglo (Predecessor) | ||
Segment Reporting | ||
Segment Reporting | 27 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 Business’ customers. Thus, reportable segments are: (i) Content & EdTech Platform; and (ii) Digital Platform. Additionally the information reported to CODM on consolidated bases includes the Adjusted EBITDA, which the Business defines as Net profit (loss) plus income taxes and social contribution plus/minus net finance result plus depreciation and amortization plus/minus: (a) share-based compensation expenses, (b) provision for risks of tax, civil and labor losses regarding penalties, mainly related to income tax positions in connection with a corporate reorganization and (c) editorial costs. The Content & EdTech platform derives its results from core and complementary educational content solutions through digital and printed content, including textbooks, learning systems and other complimentary educational services. The Digital platform aims to unify the entire school administrative ecosystem, enabling private schools to aggregate multiple learning strategies and help them to focus on education, through the Business’ physical and digital e-commerce platform (Livro Fácil) and other digital services. The operations related to this segment initiated with the acquision of Livro Fácil (note 26 Due to the nature of the Business’ e-commerce platform, the Content & EdTech Platform segment sells its printed and digital content to the Digital Platform segment. These transactions are priced on an arm’s length basis and are to be settled in cash. However, the eliminations made in preparing these combined carve-out 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 intrasegment transactions. The following table presents the Business’ revenue, its reconciliation to “profit (loss) before finance result and tax” results, assets and liabilities by reportable segment. No other information is used by the CODM when assessing segment performance. January 1, 2018 to October 10, 2018 Content & EdTech Platform Digital Platform Total Net revenue from good sold and services 460,656 57,875 518,530 Cost of goods sold and services ( 174,304 ) ( 46,672 ) ( 220,975 ) 286,352 11,203 297,555 Operating income (expenses): General and administrative expenses ( 305,074 ) ( 5,453 ) ( 310,527 ) Commercial expenses ( 136,773 ) ( 2,279 ) ( 139,052 ) Other operating income (expenses) 4,328 ( 71 ) 4,257 Impairment losses on trade receivables ( 4,027 ) — ( 4,027 ) Operating (loss) profit before finance result ( 155,194 ) 3,400 ( 151,794 ) Assets 1,346,030 18,044 1,364,074 Current and non-current liabilities 1,821,603 18,397 1,840,000 Year ended December 31, 2017 Content & EdTech Platform Digital Platform Total Net revenue from good sold and services 685,962 — 685,962 Cost of goods sold and services ( 255,250 ) — ( 255,250 ) 430,712 — 430,712 Operating income (expenses): General and administrative expenses ( 162,760 ) — ( 162,760 ) Commercial expenses ( 170,651 ) — ( 170,651 ) Other operating expenses ( 1,929 ) — ( 1,929 ) Impairment losses on trade receivables 908 — 908 Operating profit before finance result 96,280 — 96,280 Assets 1,353,895 9,442 1,363,337 Current and non-current liabilities 979,560 34,747 1,014,307 The accounting policies of the reportable segments are the same as the Business’ accounting policies described in note 6 The Business has all its operations held in Brasil, with no revenue from foreign customers. Additionally, no single customer contributed 10 |
Commitments - Somos - Anglo (Pr
Commitments - Somos - Anglo (Predecessor) | 9 Months Ended |
Oct. 10, 2018 | |
Somos - Anglo (Predecessor) | |
Commitments | |
Commitments | 28 Commitments The Business has entered into rental agreements for its units, warehouses and administrative buildings, through various operating contracts that expire on different dates, which payments are monthly. As of October 10, 2018, the total amounts equivalent to the full period of the contracts were: As of October 10, 2018 Up to 1 103,155 One five 80,426 More than 5 65,636 249,217 |
Non-cash transactions - Somos -
Non-cash transactions - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Non-cash transactions | ||
Non-cash transactions | 28 Non-cash transactions Non-monetary transactions for the year ended December 31, 2020 and 2019 35,925 31,177 nil 12 3,429 34,852 16 nil 13,676 22 | |
Somos - Anglo (Predecessor) | ||
Non-cash transactions | ||
Non-cash transactions | 29 Non-cash Transactions During the period ended October 10, 2018, the Business entered into a sale and leaseback agreement related to a property at João Dias Avenue (refer to notes 12 14 January 1 to October 10, 2018 Property, Plant and Equipment 20,855 Finance Lease 20,855 Except for the Business Combination presented in note 26 |
Subsequent events - Somos - Ang
Subsequent events - Somos - Anglo (Predecessor) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Subsequent events | ||
Subsequent events | 29 Subsequent events The Company has committed to maintaining investments in strategic projects and improving the provision of services considered essential for long-term growth. In addition, the Company has balanced its net debt to reduce in the long term its cost of capitalization or even reducing debt exposure, as shown below: a. Business Acquisition of Eleva As mentioned on Vasta 6 12 As consideration for the Acquisition in a business combination transaction, Vasta will pay a purchase price amounting to R$ 580 5 adjusted by the positive variation of 100 (“Saber”), an affiliate of Cogna Group that operates the group’s proprietary schools, agreed to sell them, subject to certain conditions precedent (including, but not limited to, the satisfaction of all conditions precedent for closing of the Acquisition). Upon closing of the Acquisition, Somos Sistemas and Eleva will enter into a commercial agreement setting forth the main terms that will guide a long-term partnership with Eleva, including the sales of learning systems materials to approximately 90 (“Saber”), an affiliate of Cogna Group, during a period of 10 The commercial agreement also provides for a commercial discount amounting to R$ 15 4 b. Business Acquisition of Sociedade Educacional da Lagoa Ltda. On March 2, 2021, the Company announced the execution by its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas”), of a Purchase Agreement to acquire (the “Acquisition”), subject to certain conditions precedent, Sociedade Educacional da Lagoa Ltda. (“SEL”). SEL provides technical and pedagogical services to education platforms, including the maintenance of such platforms, development and improvement of contents and training of professionals. Founded in 1997 441 272 12 503 The consideration paid is R$ 65,000 28,124 4 adjusted by the positive variation of 100 7.6 c. Intercompany Loans settled As mentioned in Note 20 CDI+ 3.75 20,950 | |
Somos - Anglo (Predecessor) | ||
Subsequent events | ||
Subsequent events | 30 Subsequent events Business combination On October 11, 2018, Cogna (the ultimate Parent) acquired control over Somos Educacional S.A. (“Somos”). As from this date, SABER Serviços Educacionais S.A. (“SABER”) became an entity under the common control of Cogna, with Somos Educação S.A. and its subsidiaries. Therefore, the carved-out assets, liabilities and results of operations from Pitágoras (Predecessor) are combined from that date on with Somos – Anglo (Predecessor) as Vasta Platform (Successor) in a separate set of combined carve-out financial statements. The acquisition method of accounting was used to record assets acquired and liabilities assumed by Cogna in this transaction. Such accounting generally results in increased amortization and depreciation reported in future periods and, accordingly, the accompanying carve-out financial statements of the Business’ Successor and of the Business are not comparable in all material respects since those financial statements report financial position, results of operations, and cash flows of these two Termination of the Share-base compensation plan Due to effective transfer of control of Somos Group from Tarpon Investimentos to Cogna Group on October 11, 2018, the share-based compensation plan of Somos Educação S.A was terminated with all shares granted and undelivered settled by Somos at that date. Thus, the 563,302 451,825 111,477 1,793,053 Common shares settled through delivery had an average settlement price of R$ 11.51 14.12 47,756 32.78 23.75 Capitalization of Bonds On September 28, 2019, in the Somos Sistemas’ Extraordinary General Assembly, the shareholders of Somos Sistemas approved the capitalization of the 4 5 14 1,508,297 |
New accounting policies and s_2
New accounting policies and significant accounting policies adopted (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
New accounting policies and significant accounting policies adopted | |
Cash and Cash Equivalents | a. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly liquid short-term investments and have maturities of three |
Financial Assets and Liabilities | b. Financial Assets and Liabilities i. Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way the Company manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, thro ugh the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; how the performance of the portfolio is evaluated and reported to the Company’s Management; risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed; how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or on the contractual cash flows obtained; and the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset upon initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated with outstanding principal amount during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Company considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. This includes evaluating whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Company considers the following: contingent events that change the amount or timing of cash flows; terms that may adjust the contractual rate, including variable rates; the prepayment and the extension of the term; and the terms that limit the access of the Company to cash flows from specific assets (for example, based on the performance of an asset). Due to their nature, for the year ended on December 31, 2020 the Company’s financial assets are classified as “measured at amortized cost”. Financial assets are not reclassified after initial recognition, unless the Company changes the business model for the management of financial assets, in which case all financial assets affected are reclassified on the first day of the reporting period subsequent to the change in the business model. Financial liabilities are classified as measured as amortized cost or at FVTPL. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such upon initial recognition. Due to their nature, for the year ended December 31, 2020 the Company’s financial liabilities are classified as “measured at amortized cost”. ii. Initial Recognition and Subsequent Measurement Trade receivables are initially recognized on the date they were originated. All other financial assets and liabilities are initially recognized when the Company becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in Profit or Loss. Financial assets are derecognized when the rights to receive the cash flows expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the "Financial assets at fair value through profit or loss", as well as interest income accrued over “Assets measured at amortized cost”, are presented in Profit or Loss under "Finance income" in the period in which they arise. The Company derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Company also derecognizes a financial liability when the terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in Profit or Loss. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the Consolidated Statement of Financial Position as of December when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle them a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty. iv. Impairment of financial assets The Company assesses on a prospective basis the expected credit loss (“ECL”) associated with its financial asset instruments carried at amortized cost, with accruals and reversals recorded in the Statement of Profit or Loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contractual terms and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk, where: • expected credit losses were calculated in a range of 12 12 12 12 • In the event of a significant increase in credit risk, expected lifetime credit losses are recorded as per the expected credit losses that result from all possible default events over the expected life of the financial instrument. For trade receivables, the Company applied the simplified approach permitted by IFRS 9 10 |
Inventories | c. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted moving average method. The cost of finished goods and work in process comprises third party printing costs, raw materials, and editorial costs (e.g. design costs, direct labor, other direct costs and related production overheads). Editorial costs incurred during the development phase of a new product are presented within inventories as “Work in Process”, once materials are substantially reviewed on a yearly basis. After the commercialization begins, any subsequent costs incurred is recognized within the profit or loss as “costs of goods sold and services”, according to the accrual period on which the services are rendered. The Company records provisions for losses on products and slow-moving items using an aging analysis consistent with its business model, assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in inventory. If losses are no longer expected, the provision is reversed. Management periodically evaluates whether the obsolete inventories need to be destroyed. The Business also records its right to returned goods assets within its inventories. |
Property, Plant and Equipment | d. Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Company, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to Profit or Loss during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, buildings, and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. The Company did not identify changes in the useful life at December 31, 2020, 2019 2018 Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in Profit or Loss when control of the asset is transferred. See Note 12 |
Business Combination | e. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. See Note 5 |
Intangible Assets and Goodwill | f. Intangible Assets and Goodwill The Company’s intangible assets are mostly comprised of software; trademarks; contractual portfolio and goodwill. Those items are further described below: a. Goodwill Goodwill arising on the acquisition of subsidiaries is measured as set out in Note 13 b. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria (e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets is amortized using straight-line method over its estimated useful lives, not greater than five 2019 2018 c. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 30 2019 2018 d. Customer portfolio Customer portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relationship has an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship (from twelve thirteen 2019 2018 e. Platform content Development expenditure with platform content is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. Amortization is calculated on the straight-line method over their estimated useful lives, over their estimated useful lives of 3 2019 2018 |
Copyrights | g. Copyrights The Company accounts for different copyright agreements as follows: i. Copyrights are paid to the authors of the content included in the textbooks produced by the Company and are calculated based on agreed upon percentages of revenue or cash inflows related to the books sold, as defined in each contract. Payments are made on a monthly, quarterly, semi-annually, annually or hybrid basis. For these contracts the authors maintain the legal title of the copyrights. These copyrights are charged to the statement of profit or loss and other comprehensive income on an accrual basis when the products are sold. ii. In some instances where the authors maintain the legal title of the copyrights, contracts require the prepayment of part or even the full down payment of forecasted sales before the authors start the production of the content. In such cases, copyrights are recognized as a “Prepayments” in the Consolidated Statement of Financial Position and charged to Profit or Losswhen the books are sold based on the related sales forecast. The Company reviews regularly the forecast sales to determine if an impairment is required. iii. When the Company purchases permanently the legal title of the copyright from the authors, the amounts are capitalized in “Intangible Assets and Goodwill” as “Other intangible assets”and are amortized on the straight-line method over their estimated useful lives, which are not greater than 3 |
Impairment of non-financial assets | h. Impairment of non-financial assets. Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment tests are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units – CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in profit or loss is not reversed. See Note 5 |
Bonds and Financing | i. Bonds and Financing The Bonds and financing are recognized initially at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost. Any difference between the the proceeds (net of transaction costs) and the total amount payable is recognized in consolidated profit and loss over the period of the bonds and financing using the effective interest rate method. Following initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest rate method. The Bonds and financing are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve 14 |
Suppliers (including Reverse Factoring) | j. Suppliers (including Reverse Factoring) Suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method. Some of the Company’s domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Company to financial institutions without right of recourse, in a transaction characterized as “Reverse Factoring”. The Company charged interest over the payment term at a rate that is commensurate with its own credit risk being subsequently recorded as finance cost using the effective interest rate method. The suppliers specifically related to Reverse Factoring are segregated in the Note 15 |
Leases | k. Leases i. Right-of-use assets The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life or the lease term, as the majority of the Company’ leases are related to property leases. ii. Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The accounting amount of the lease liabilities is remeasured if there is a change in the term of the lease, a change in fixed lease payments or a change in valuation to purchase the right-of-use asset. iii. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 iv. Determining the lease term of contracts with renewal options The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if reasonably certain to be exercised. The Company has the option, under some of its leases to lease the assets for additional terms. The Company applies judgment in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). |
Provision for tax, civil and labor losses | l. Provision for tax, civil and labor losses The provisions for risks related to lawsuits and administrative proceedings involving tax, civil and labor matters are recognized when (i) the Company has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. The likelihood of loss of judicial/administrative proceedings in which the Company appears as a defendant is assessed by Management on the financial statement’s dates. Provisions are recorded in an amount the Company believes it is enough to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized in general and administrative expenses when incurred. See Note 21 |
Current and Deferred income tax and social contribution | m. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated on pre-tax profit basis. IRPJ and CSLL are calculated based on the nominal statutory rates of 25 9 Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. See Note 22 |
Employee Benefits | n. Employee Benefits The Company has the following employee benefits: a. Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Company has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Company also provides its commercial team with commissions calculated considering existing sales and revenue targets that are periodically reviewed. These amounts are accrued in “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being made twice a year. Since commissions are paid based on the annual sales of each contract, the Company elected to use the practical expedient to expense the costs as incurred. b. Pension Contributions The Company offered a defined contribution plan to its employees and once the contributions have been made, the Company has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred (i.e employees have rendered services entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses in Profit or Loss. c. Share-based Payments The Company compensates part of its Management and some employees through share-based compensation by plans involving Restricted Share Units or “RSU”. The RSU plans are based on Company shares, through a fixed share price (market price) determined on the grant date which the Company has the obligation of delivering shares without cash settled payment. The Share based payment is divided in the following: (i) Bonus from the Initial Public Offering – “IPO” – Refers to the RSU plan whereby some employees, own management and Cogna management received a fixed number of Company shares based on a fixed price due to the IPO held on July 31, 2020. All plan became vested as result of IPO. As consequence, the full impact of the plan has been recorded in the profit and loss and the share-based compensation reserve in equity. See Note 23 (ii) Long Term Investment – “ILP” – Refers to RSU plans for which some Company management and employees are eligible. In those plans the Company will deliver a fixed number of shares at a fixed share price measured at the Plan’s inception. The Company recognizes the expense and inherent labor taxes related to the RSU plan in profit and loss. In addition, the effects of the constructive obligation are recognized in Financial Position under Equity Reserves and the corresponding taxes under “Salaries and Contributions”. See Note 23 d. Termination benefits Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts voluntary resignation in exchange for these benefits. The Company recognizes termination benefits at the earlier of the following dates: (i) when the Company can no longer withdraw the offer of those benefits; and (ii) when the entity recognizes costs for a restructuring and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 |
Shareholders' Equity | o. Shareholders’ Equity Until July 23, 2020 the Company presented its financial statement based on the combined carve-out as mentioned in Note 2 2 Since July 1, 2020, amounts previously recorded in Parent Company’s net investment in Equity have been recorded as net income and portions were reclassified to share capital and capital reserve, see Note 2 i. Share Capital On December 31, 2020, the Company’s share capital is R$ 4,787,432 83,011,585 64,436,093 18,575,492 ii. Capital reserve The breakdown of capital reserves is arising from share-based payment in the amount of R$ 38,962 23 |
Revenue Recognition | p. Revenue Recognition The Company generates most of its revenue from the sale of textbooks (“publishing” when sold as standalone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transactions or term contracts with an average period from three five Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when the Company delivers the content in printed and digital format. The Company also sells its products directly to students and parents through its e-commerce platform. Since the Company obtains control of the goods sold before they are transferred to its customers, the Company assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Company is entitled in exchange for the specified goods transferred. Due to the nature of the Company’s operations, sale of printed and digital textbooks and learning systems is not subject to the payment of the social integration program tax (Programa de Integração Social, or PIS) and the social contribution on revenues tax (Contribuição para o Financiamento da Seguridade Social, or COFINS). These sales are also exempt from the Brazilian municipal taxes and from the Brazilian value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or ICMS). Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allow product returns (generally for period of four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover the goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. The Company also provides other types of complementary educational solutions, preparatory courses for university admission exams, digital services and other services to private schools, such as: teacher training, educators and parenting support, extracurricular educational content and other services related to the management of private schools. Each complementary educational service, digital service and others are deemed to be separate performance obligations. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Company believes this is an appropriate measure of progress toward satisfaction of performance obligations as it is the most accurate measure of the consideration to which the Company expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation is recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. See Note 24 |
Taxes on Revenues | q. Taxes on Revenues The Company and its affiliates benefit from tax Law No. 10,865 04 11,033 04 zero The services revenues are subject to PIS and COFINS under the non-cumulative tax regime (with a nominal statutory rate of 9.25 5 |
Fair Value Measurement | r. Fair Value Measurement Fair value is the price that would be received upon the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date, on the primary market or, in the absence thereof, on the most advantageous market to which the Business has access on such date. The fair value of a liability reflects its risk of non-performance, which includes, among others, the Company’s own credit risk. If there is no price quoted on an active market, the Company uses valuation techniques that maximize the use of relevant observable data and minimize the use of unobservable data. The chosen valuation technique incorporates all the factors market participants would take into account when pricing a transaction. If an asset or a liability measured at fair value has a purchase and a selling price, the Company measures the assets based on purchase prices and liabilities based on selling prices. A market is considered as active if the transactions for the asset or liability take place with enough frequency and volume to provide pricing information on an ongoing basis. The best evidence of the fair value of a financial instrument upon initial recognition is usually the transaction price - i.e., the fair value of the consideration given or received. If the Company determines that the fair value upon initial recognition differs from the transaction price and the fair value is not evidenced by either a price quoted on an active market for an identical asset or liability or based on a valuation technique for which any non-observable data are judged to be insignificant in relation to measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value upon initial recognition and the transaction price. This difference is subsequently recognized in Profit or Loss on an appropriate basis over the life of the instrument, or until such time when its valuation is fully supported by observable market data or the transaction is closed, whichever comes first. To provide an indication of the reliability of the inputs used in determining fair value, the Company has classified its financial instruments according to the judgements and estimates of the observable data as much as possible. The fair value hierarchy is based on the degree to which the fair value used in the valuation techniques is observable, as follows: Level 1 Level 2 1 Level 3 |
Significant accounting polici_3
Significant accounting policies - Vasta Platform (Successor) (Policies) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Significant accounting policies | ||
Cash and Cash Equivalents | a. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly liquid short-term investments and have maturities of three | |
Financial Assets and Liabilities | b. Financial Assets and Liabilities i. Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way the Company manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, thro ugh the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; how the performance of the portfolio is evaluated and reported to the Company’s Management; risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed; how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or on the contractual cash flows obtained; and the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset upon initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated with outstanding principal amount during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Company considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. This includes evaluating whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Company considers the following: contingent events that change the amount or timing of cash flows; terms that may adjust the contractual rate, including variable rates; the prepayment and the extension of the term; and the terms that limit the access of the Company to cash flows from specific assets (for example, based on the performance of an asset). Due to their nature, for the year ended on December 31, 2020 the Company’s financial assets are classified as “measured at amortized cost”. Financial assets are not reclassified after initial recognition, unless the Company changes the business model for the management of financial assets, in which case all financial assets affected are reclassified on the first day of the reporting period subsequent to the change in the business model. Financial liabilities are classified as measured as amortized cost or at FVTPL. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such upon initial recognition. Due to their nature, for the year ended December 31, 2020 the Company’s financial liabilities are classified as “measured at amortized cost”. ii. Initial Recognition and Subsequent Measurement Trade receivables are initially recognized on the date they were originated. All other financial assets and liabilities are initially recognized when the Company becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in Profit or Loss. Financial assets are derecognized when the rights to receive the cash flows expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the "Financial assets at fair value through profit or loss", as well as interest income accrued over “Assets measured at amortized cost”, are presented in Profit or Loss under "Finance income" in the period in which they arise. The Company derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Company also derecognizes a financial liability when the terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in Profit or Loss. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the Consolidated Statement of Financial Position as of December when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle them a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty. iv. Impairment of financial assets The Company assesses on a prospective basis the expected credit loss (“ECL”) associated with its financial asset instruments carried at amortized cost, with accruals and reversals recorded in the Statement of Profit or Loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contractual terms and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk, where: • expected credit losses were calculated in a range of 12 12 12 12 • In the event of a significant increase in credit risk, expected lifetime credit losses are recorded as per the expected credit losses that result from all possible default events over the expected life of the financial instrument. For trade receivables, the Company applied the simplified approach permitted by IFRS 9 10 | |
Inventories | c. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted moving average method. The cost of finished goods and work in process comprises third party printing costs, raw materials, and editorial costs (e.g. design costs, direct labor, other direct costs and related production overheads). Editorial costs incurred during the development phase of a new product are presented within inventories as “Work in Process”, once materials are substantially reviewed on a yearly basis. After the commercialization begins, any subsequent costs incurred is recognized within the profit or loss as “costs of goods sold and services”, according to the accrual period on which the services are rendered. The Company records provisions for losses on products and slow-moving items using an aging analysis consistent with its business model, assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in inventory. If losses are no longer expected, the provision is reversed. Management periodically evaluates whether the obsolete inventories need to be destroyed. The Business also records its right to returned goods assets within its inventories. | |
Property, Plant and Equipment | d. Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Company, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to Profit or Loss during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, buildings, and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. The Company did not identify changes in the useful life at December 31, 2020, 2019 2018 Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in Profit or Loss when control of the asset is transferred. See Note 12 | |
Business Combination | e. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. See Note 5 | |
Intangible Assets and Goodwill | f. Intangible Assets and Goodwill The Company’s intangible assets are mostly comprised of software; trademarks; contractual portfolio and goodwill. Those items are further described below: a. Goodwill Goodwill arising on the acquisition of subsidiaries is measured as set out in Note 13 b. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria (e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets is amortized using straight-line method over its estimated useful lives, not greater than five 2019 2018 c. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 30 2019 2018 d. Customer portfolio Customer portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relationship has an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship (from twelve thirteen 2019 2018 e. Platform content Development expenditure with platform content is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. Amortization is calculated on the straight-line method over their estimated useful lives, over their estimated useful lives of 3 2019 2018 | |
Copyrights | g. Copyrights The Company accounts for different copyright agreements as follows: i. Copyrights are paid to the authors of the content included in the textbooks produced by the Company and are calculated based on agreed upon percentages of revenue or cash inflows related to the books sold, as defined in each contract. Payments are made on a monthly, quarterly, semi-annually, annually or hybrid basis. For these contracts the authors maintain the legal title of the copyrights. These copyrights are charged to the statement of profit or loss and other comprehensive income on an accrual basis when the products are sold. ii. In some instances where the authors maintain the legal title of the copyrights, contracts require the prepayment of part or even the full down payment of forecasted sales before the authors start the production of the content. In such cases, copyrights are recognized as a “Prepayments” in the Consolidated Statement of Financial Position and charged to Profit or Losswhen the books are sold based on the related sales forecast. The Company reviews regularly the forecast sales to determine if an impairment is required. iii. When the Company purchases permanently the legal title of the copyright from the authors, the amounts are capitalized in “Intangible Assets and Goodwill” as “Other intangible assets”and are amortized on the straight-line method over their estimated useful lives, which are not greater than 3 | |
Impairment of non-financial assets | h. Impairment of non-financial assets. Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment tests are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units – CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in profit or loss is not reversed. See Note 5 | |
Suppliers (including Reverse Factoring) | j. Suppliers (including Reverse Factoring) Suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method. Some of the Company’s domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Company to financial institutions without right of recourse, in a transaction characterized as “Reverse Factoring”. The Company charged interest over the payment term at a rate that is commensurate with its own credit risk being subsequently recorded as finance cost using the effective interest rate method. The suppliers specifically related to Reverse Factoring are segregated in the Note 15 | |
Leases | k. Leases i. Right-of-use assets The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life or the lease term, as the majority of the Company’ leases are related to property leases. ii. Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The accounting amount of the lease liabilities is remeasured if there is a change in the term of the lease, a change in fixed lease payments or a change in valuation to purchase the right-of-use asset. iii. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 iv. Determining the lease term of contracts with renewal options The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if reasonably certain to be exercised. The Company has the option, under some of its leases to lease the assets for additional terms. The Company applies judgment in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). | |
Provision for tax, civil and labor losses | l. Provision for tax, civil and labor losses The provisions for risks related to lawsuits and administrative proceedings involving tax, civil and labor matters are recognized when (i) the Company has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. The likelihood of loss of judicial/administrative proceedings in which the Company appears as a defendant is assessed by Management on the financial statement’s dates. Provisions are recorded in an amount the Company believes it is enough to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized in general and administrative expenses when incurred. See Note 21 | |
Current and Deferred income tax and social contribution | m. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated on pre-tax profit basis. IRPJ and CSLL are calculated based on the nominal statutory rates of 25 9 Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. See Note 22 | |
Employee Benefits | n. Employee Benefits The Company has the following employee benefits: a. Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Company has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Company also provides its commercial team with commissions calculated considering existing sales and revenue targets that are periodically reviewed. These amounts are accrued in “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being made twice a year. Since commissions are paid based on the annual sales of each contract, the Company elected to use the practical expedient to expense the costs as incurred. b. Pension Contributions The Company offered a defined contribution plan to its employees and once the contributions have been made, the Company has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred (i.e employees have rendered services entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses in Profit or Loss. c. Share-based Payments The Company compensates part of its Management and some employees through share-based compensation by plans involving Restricted Share Units or “RSU”. The RSU plans are based on Company shares, through a fixed share price (market price) determined on the grant date which the Company has the obligation of delivering shares without cash settled payment. The Share based payment is divided in the following: (i) Bonus from the Initial Public Offering – “IPO” – Refers to the RSU plan whereby some employees, own management and Cogna management received a fixed number of Company shares based on a fixed price due to the IPO held on July 31, 2020. All plan became vested as result of IPO. As consequence, the full impact of the plan has been recorded in the profit and loss and the share-based compensation reserve in equity. See Note 23 (ii) Long Term Investment – “ILP” – Refers to RSU plans for which some Company management and employees are eligible. In those plans the Company will deliver a fixed number of shares at a fixed share price measured at the Plan’s inception. The Company recognizes the expense and inherent labor taxes related to the RSU plan in profit and loss. In addition, the effects of the constructive obligation are recognized in Financial Position under Equity Reserves and the corresponding taxes under “Salaries and Contributions”. See Note 23 d. Termination benefits Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts voluntary resignation in exchange for these benefits. The Company recognizes termination benefits at the earlier of the following dates: (i) when the Company can no longer withdraw the offer of those benefits; and (ii) when the entity recognizes costs for a restructuring and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 | |
Revenue Recognition | p. Revenue Recognition The Company generates most of its revenue from the sale of textbooks (“publishing” when sold as standalone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transactions or term contracts with an average period from three five Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when the Company delivers the content in printed and digital format. The Company also sells its products directly to students and parents through its e-commerce platform. Since the Company obtains control of the goods sold before they are transferred to its customers, the Company assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Company is entitled in exchange for the specified goods transferred. Due to the nature of the Company’s operations, sale of printed and digital textbooks and learning systems is not subject to the payment of the social integration program tax (Programa de Integração Social, or PIS) and the social contribution on revenues tax (Contribuição para o Financiamento da Seguridade Social, or COFINS). These sales are also exempt from the Brazilian municipal taxes and from the Brazilian value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or ICMS). Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allow product returns (generally for period of four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover the goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. The Company also provides other types of complementary educational solutions, preparatory courses for university admission exams, digital services and other services to private schools, such as: teacher training, educators and parenting support, extracurricular educational content and other services related to the management of private schools. Each complementary educational service, digital service and others are deemed to be separate performance obligations. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Company believes this is an appropriate measure of progress toward satisfaction of performance obligations as it is the most accurate measure of the consideration to which the Company expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation is recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. See Note 24 | |
Fair Value Measurement | r. Fair Value Measurement Fair value is the price that would be received upon the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date, on the primary market or, in the absence thereof, on the most advantageous market to which the Business has access on such date. The fair value of a liability reflects its risk of non-performance, which includes, among others, the Company’s own credit risk. If there is no price quoted on an active market, the Company uses valuation techniques that maximize the use of relevant observable data and minimize the use of unobservable data. The chosen valuation technique incorporates all the factors market participants would take into account when pricing a transaction. If an asset or a liability measured at fair value has a purchase and a selling price, the Company measures the assets based on purchase prices and liabilities based on selling prices. A market is considered as active if the transactions for the asset or liability take place with enough frequency and volume to provide pricing information on an ongoing basis. The best evidence of the fair value of a financial instrument upon initial recognition is usually the transaction price - i.e., the fair value of the consideration given or received. If the Company determines that the fair value upon initial recognition differs from the transaction price and the fair value is not evidenced by either a price quoted on an active market for an identical asset or liability or based on a valuation technique for which any non-observable data are judged to be insignificant in relation to measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value upon initial recognition and the transaction price. This difference is subsequently recognized in Profit or Loss on an appropriate basis over the life of the instrument, or until such time when its valuation is fully supported by observable market data or the transaction is closed, whichever comes first. To provide an indication of the reliability of the inputs used in determining fair value, the Company has classified its financial instruments according to the judgements and estimates of the observable data as much as possible. The fair value hierarchy is based on the degree to which the fair value used in the valuation techniques is observable, as follows: Level 1 Level 2 1 Level 3 | |
Vasta Platform (Successor) | ||
Significant accounting policies | ||
Cash and Cash Equivalents | a. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly-liquid short-term investments that are readily convertible into a known amount of cash and are subject to immaterial risk of change in value. | |
Financial Assets and Liabilities | b. Financial Assets and Liabilities i. Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way how the Business manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, through the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: • The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; • how the performance of the portfolio is evaluated and reported to the Business’ management; • risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed; • how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or in contractual cash flows obtained; and • the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset at initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated to the outstanding principal value during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Business considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. It includes evaluating whether the financial asset contains a contractual term that could change the time or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Business considers the following: • contingent events that change the amount or timing of cash flows; • terms that may adjust the contractual rate, including variable rates; • the prepayment and the extension of the term; and • the terms that limit the access of the Business to cash flows of specific assets (for example, based on the performance of an asset). Due to their natures, for the year ended on December 31, 2019 and period from October 11 to December 31, 2018, Business’ financial assets are classified as “measured at amortized cost”. Financial assets are not reclassified after initial recognition, unless the Business changes the business model for the management of financial assets, in which case all affected financial assets are reclassified on the first day of the reporting period subsequent to the change in the business model. Financial liabilities are classified as measured as amortized cost or at FVTPL. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such in initial recognition. Due to their natures, for the year ended on December 31, 2019 and period from October 11 to December 31, 2018, Business’ financial liabilities are classified as “measured at amortized cost”. ii. Initial Recognition and Subsequent Measurement Trade receivable are initially recognized on the date that they were originated. All other financial assets and liabilities are initially recognized when the Business becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the combined carve-out statement of profit or loss and other comprehensive income. Financial assets are derecognized when the rights to receive cash flows have expired or have been transferred and the Business has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the “Financial assets at fair value through profit or loss”, as well as interest income accrued over “Assets measured at amortized cost”, are presented in the combined carve-out statement of profit or loss and other comprehensive income within “Finance income” in the period in which they arise. The Business derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Business also derecognizes a financial liability when terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the combined carve-out statement of profit or loss and other comprehensive income. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the combined carve-out statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Business or the counterparty. iv. Impairment of financial assets The Business assesses on a prospective basis the expected credit losses (“ECL”) associated with its financial assets instruments carried at amortized cost, with accruals and reversals recorded in the combined carve-out statement of profit or loss and other comprehensive income. ECLs are based on the difference between the contractual cash flows due in accordance with the contract terms and all the cash flows that the Business expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk, where: • expected credit losses are calculated for the next 12 12 12 12 • In the event of a significant increase in credit risk, expected lifetime credit losses are recorded as per the expected credit losses that result from all possible default events over the expected life of the financial instrument. For trade receivables, the Business applied the simplified approach of the standard and calculated impairment losses based on lifetime expected credit losses as from their initial recognition, as described in Note 9 | |
Inventories | c. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted moving average method. The cost of finished goods and work in process comprises third parties printing costs, raw materials and editorial costs (e.g. design costs, direct labor, other direct costs and related production overheads). Editorial costs incurred during the development phase of a new product are presented within inventories as “Work in Process”, once materials are substantially reviewed on a yearly basis. After the commercialization begins, any subsequent costs incurred is recognized within the combined carve-out statement of profit or loss and other comprehensive income as “costs of goods sold and services”, according to the accrual period on which the services are rendered. The Business records provisions for losses on products and slow-moving items using an aging analysis consistent with its business model, assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in stock. If losses are no longer expected, the provision is reversed. Management periodically evaluates whether the obsolete inventories need to be destroyed. The Business also records its right to returned goods assets within its inventories. See note 3 | |
Property, Plant and Equipment | d. Property, Plant and Equipment Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Business, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to the combined carve-out statement of profit or loss and other comprehensive income during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, Buildings and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 Land (for finance leasings) 10 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the combined carve-out statement of profit or loss and other comprehensive income when control of the asset is transferred. | |
Business Combination | e. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Business reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. | |
Intangible Assets and Goodwill | f. Intangible Assets and Goodwill The Business’ intangible assets are mostly comprised of software; trademarks; contractual portfolio and goodwill. Those items are further described below: a. Goodwill Goodwill is initially recognised and measured as set out in note 5 Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to the cash-generating unit expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, at the end of each fiscal year, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. b. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria (e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets are amortized on the straight-line method over their estimated useful lives, not greater than 5 c. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 30 d. Contractual portfolio Contractual portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relations have an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship ( 12 13 | |
Copyrights | g. Copyrights The business accounts for different copyrights agreements as follows: i. Copyrights are paid to the authors of the content included within the textbooks produced by the Business and are calculated based on agreed upon percentages of revenue or cash inflows related to the books sold, as defined in each contract. Payments are made on a monthly, quarterly, semi-annually, annually or hybrid basis. For these contracts the authors maintain the legal title of the copyrights. These copyrights are charged to the combined carve-out statement of profit or loss and other comprehensive income on an accrual basis when the products are sold. ii. In some instances where the authors maintain the legal title of the copyrights, contracts require the anticipation of part of the payment or even the full downpayment of forecasted sales before the authors start the production of the content. In such cases, copyrights are recognized as a “Prepayments” in the combined carve-out statement of financial position and charged to the combined carve-out statement of profit or loss and other comprehensive income when the books are sold based on the related sales forecast. The business reviews regularly the forecast sales to determine if an impairment is required. iii. When the Business purchases permanently the legal title of the copyright from the authors, the amounts are capitalized within “Intangible Assets and Goodwill” as “Other intangible assets” and are amortized on the straight-line method over their estimated useful lives, not greater than 3 | |
Impairment of non-financial assets | h. Impairment of non-financial assets. Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units - CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following an impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in the combined carve-out statement of profit or loss and other comprehensive income is not reversed. | |
Suppliers (including Reverse Factoring) | i. Suppliers (including Reverse Factoring) Suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method. Some of the Business’ domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Business to financial institutions without right of recourse, in a transactions characterized as “Reverse Factoring”. The Business imputed interest over the payment term at a rate that is commensurate with its own credit risk which are subsequently recorded as finance cost using the effective interest rate method. The effects of Reverse Factoring on the combined carve-out statement of cash flows are recognized within “Cash flow from operating activities”. | |
Leases | j. Leases Assets held under finance leases are recognized as property, plant and equipment at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The depreciation policy for depreciable leased assets is consistent with that for depreciable assets that are owned, unless there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term, and thus the asset is depreciated over the shorter of the lease term and its useful life. The corresponding liability to the lessor is included in the combined carve-out statement of financial position within “Bonds and Financing”. Lease payments are apportioned between finance expenses and reduction of the lease obligation to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses incurred are recognized in the combined carve-out statement of profit or loss and other comprehensive income. Rentals payable under operating leases are charged to the combined carve-out statement of profit or loss and other comprehensive income on a straight-line basis over the term of the relevant lease. | |
Provision for tax, civil and labor losses | k. Provision for risks of Tax, Civil and Labor losses The provisions for risks related to lawsuits and administrative proceedings involving tax, civil and labor matters are recognized when (i) the Business has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. The likelihood of loss of judicial/administrative proceedings in which it is a party as a defendant is assessed by Management on the probable outcome of lawsuits on the reporting dates. Provisions are recorded in an amount the Business believes it is sufficient to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized within general and administrative expenses when incurred. | |
Current and Deferred income tax and social contribution | l. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated based on pre-tax profit. The IRPJ and CSLL are calculated based on the nominal statutory rates of 25 9 Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. | |
Employee Benefits | m. Employee Benefits The Business has the following employee benefits: a. Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Business has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Business also provides its commercial team with commissions calculated considering existing sales and revenue targets that are reviewed periodically. These values are accrued within “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being done twice a year (January and June). Since commissions are paid based on the annual sales of each contract, the Business elected to use the practical expedient to expense the costs as incurred. b. Pension Contributions The Business’ pension contributions are associated with defined contribution schemes. Once the contributions have been made, the Business has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred (i.e. have rendered service entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses. c. Share-based Payments As a form of incentive to boost performance and assure continuing relationships with the officers and/or employees of the Business, they have been included in the share-based compensation (in the form of Restricted Stock Units, or “RSU”) programs of Cogna. This Parent Entity is sole responsible for the settlement of vested shares and thus, Business’ employment expenses related to these shared-based plans are recognized with a corresponding entry as a contribution within “Parent´s Net Investment”. The fair value of options granted is recognized as an expense during the period in which the right accrues, i.e., the period during which specific vesting conditions must be met. The total amount to be recognized is determined: • Share Options: a Binominal model is used for the calculation of its fair value. For previous grants, however, fair value was calculated under the Black - Scholes model. • Restricted shares: fair value is calculated by reference to the fair value of the granted shares (at the market price at grant date), excluding the impact of any non-market service and performance-based vesting conditions (e.g., profitability, capital increase targets). Non-market vesting conditions are included in the assumptions about the number of shares to be vested. At each date of reporting, the Business revises the estimated number of options which will vest based on the established conditions. The impact of the revision of the initial estimates, if any, is recognized in the combined carve-out statement of profit or loss and other comprehensive income on a prospective basis. Social contributions payable in connection with the grant of shares are considered an integral part of the grant itself. | |
Revenue Recognition | n. Revenue Recognition The Business generates most of its revenue through the sale of textbooks (“publishing” when sold as standlone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transaction or term contracts with an average period from three five Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when it delivers the content in printed and digital format. Since the acquisition of Livro Fácil in December 2017, the Business also sells its products directly to students and parents through its e-commerce platform. Since the Business obtains control of the goods sold before they are transferred to its customers, the Business assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Business is entitled in exchange for the specified goods transferred. Due to the nature of the Business’ operations, sale of printed and digital textbooks and learning systems is not subjected to the payment of the social integration program tax (Programa de Integração Social, or PIS) and the social contribution on revenues tax (Contribuição para o Financiamento da Seguridade Social, or COFINS). These sales are also exempt from the Brazilian municipal taxes and from the Brazilian value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or ICMS). Pursuant to the terms of the contracts with some customers, they are required to provide the Business with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Business to start the delivery of its products. Since the contracts allows product returns (generally for period of four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recovered goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Business reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. The Business also provides other types of complementary educational solutions, preparatory course for university admission exams, digital services and other services to private schools, such as: teacher training, educators and parenting support, extracurricular educational content and other services related to the management of private schools. Each complementary educational service, digital service and other are deemed to be separate performance obligations. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Business believes this is an appropriate measure of progress toward satisfaction of performance obligations as this measure most accurately the consideration to which the Business expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation is recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. These services revenue is subject to PIS and COFINS under the non-cumulative tax regime (with a nominal statutory rate of 9.25 5 | |
Fair Value Measurement | o. Fair Value Measurement Fair value is the price that would be received upon the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date, on the primary market or, in the absence thereof, on the most advantageous market to which the Business has access on such date. The fair value of a liability reflects its risk of non-performance, which includes, among others, the Business’ own credit risk. If there is no price quoted on an active market, the Business uses valuation techniques that maximize the use of relevant observable data and minimize the use of unobservable data. The chosen valuation technique incorporates all the factors market participants would take into account when pricing a transaction. If an asset or a liability measured at fair value has a purchase and a selling price, the Business measures the assets based on purchase prices and liabilities based on selling prices. A market is considered as active if the transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The best evidence of the fair value of a financial instrument upon initial recognition is usually the transaction price - i.e., the fair value of the consideration given or received. If the Business determines that the fair value upon initial recognition differs from the transaction price and the fair value is not evidenced by either a price quoted on an active market for an identical asset or liability or based on a valuation technique for which any non-observable data are judged to be insignificant in relation to measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value upon initial recognition and the transaction price. This difference is subsequently recognized in the combined carve-out statement of profit or loss and other comprehensive income on an appropriate basis over the life of the instrument, or until such time when its valuation is fully supported by observable market data or the transaction is closed, whichever comes first. To provide an indication about the reliability of the inputs used in determining fair value, the Business has classified its financial instruments according the judgements and estimates of the observable data as much as possible. The fair value hierarchy are based on the degree to which the fair value is observable used in the valuation techniques as follows: • Level 1 • Level 2 1 • Level 3 |
Significant accounting polici_4
Significant accounting policies - Somos - Anglo (Predecessor) (Policies) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Significant accounting policies | ||
Cash and Cash Equivalents | a. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly liquid short-term investments and have maturities of three | |
Financial Assets and Liabilities | b. Financial Assets and Liabilities i. Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way the Company manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, thro ugh the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; how the performance of the portfolio is evaluated and reported to the Company’s Management; risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed; how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or on the contractual cash flows obtained; and the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset upon initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated with outstanding principal amount during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Company considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. This includes evaluating whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Company considers the following: contingent events that change the amount or timing of cash flows; terms that may adjust the contractual rate, including variable rates; the prepayment and the extension of the term; and the terms that limit the access of the Company to cash flows from specific assets (for example, based on the performance of an asset). Due to their nature, for the year ended on December 31, 2020 the Company’s financial assets are classified as “measured at amortized cost”. Financial assets are not reclassified after initial recognition, unless the Company changes the business model for the management of financial assets, in which case all financial assets affected are reclassified on the first day of the reporting period subsequent to the change in the business model. Financial liabilities are classified as measured as amortized cost or at FVTPL. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such upon initial recognition. Due to their nature, for the year ended December 31, 2020 the Company’s financial liabilities are classified as “measured at amortized cost”. ii. Initial Recognition and Subsequent Measurement Trade receivables are initially recognized on the date they were originated. All other financial assets and liabilities are initially recognized when the Company becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in Profit or Loss. Financial assets are derecognized when the rights to receive the cash flows expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the "Financial assets at fair value through profit or loss", as well as interest income accrued over “Assets measured at amortized cost”, are presented in Profit or Loss under "Finance income" in the period in which they arise. The Company derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Company also derecognizes a financial liability when the terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in Profit or Loss. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the Consolidated Statement of Financial Position as of December when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle them a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty. iv. Impairment of financial assets The Company assesses on a prospective basis the expected credit loss (“ECL”) associated with its financial asset instruments carried at amortized cost, with accruals and reversals recorded in the Statement of Profit or Loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contractual terms and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk, where: • expected credit losses were calculated in a range of 12 12 12 12 • In the event of a significant increase in credit risk, expected lifetime credit losses are recorded as per the expected credit losses that result from all possible default events over the expected life of the financial instrument. For trade receivables, the Company applied the simplified approach permitted by IFRS 9 10 | |
Inventories | c. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted moving average method. The cost of finished goods and work in process comprises third party printing costs, raw materials, and editorial costs (e.g. design costs, direct labor, other direct costs and related production overheads). Editorial costs incurred during the development phase of a new product are presented within inventories as “Work in Process”, once materials are substantially reviewed on a yearly basis. After the commercialization begins, any subsequent costs incurred is recognized within the profit or loss as “costs of goods sold and services”, according to the accrual period on which the services are rendered. The Company records provisions for losses on products and slow-moving items using an aging analysis consistent with its business model, assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in inventory. If losses are no longer expected, the provision is reversed. Management periodically evaluates whether the obsolete inventories need to be destroyed. The Business also records its right to returned goods assets within its inventories. | |
Property, Plant and Equipment | d. Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Company, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to Profit or Loss during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, buildings, and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. The Company did not identify changes in the useful life at December 31, 2020, 2019 2018 Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in Profit or Loss when control of the asset is transferred. See Note 12 | |
Business Combination | e. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. See Note 5 | |
Intangible Assets and Goodwill | f. Intangible Assets and Goodwill The Company’s intangible assets are mostly comprised of software; trademarks; contractual portfolio and goodwill. Those items are further described below: a. Goodwill Goodwill arising on the acquisition of subsidiaries is measured as set out in Note 13 b. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria (e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets is amortized using straight-line method over its estimated useful lives, not greater than five 2019 2018 c. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 30 2019 2018 d. Customer portfolio Customer portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relationship has an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship (from twelve thirteen 2019 2018 e. Platform content Development expenditure with platform content is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. Amortization is calculated on the straight-line method over their estimated useful lives, over their estimated useful lives of 3 2019 2018 | |
Copyrights | g. Copyrights The Company accounts for different copyright agreements as follows: i. Copyrights are paid to the authors of the content included in the textbooks produced by the Company and are calculated based on agreed upon percentages of revenue or cash inflows related to the books sold, as defined in each contract. Payments are made on a monthly, quarterly, semi-annually, annually or hybrid basis. For these contracts the authors maintain the legal title of the copyrights. These copyrights are charged to the statement of profit or loss and other comprehensive income on an accrual basis when the products are sold. ii. In some instances where the authors maintain the legal title of the copyrights, contracts require the prepayment of part or even the full down payment of forecasted sales before the authors start the production of the content. In such cases, copyrights are recognized as a “Prepayments” in the Consolidated Statement of Financial Position and charged to Profit or Losswhen the books are sold based on the related sales forecast. The Company reviews regularly the forecast sales to determine if an impairment is required. iii. When the Company purchases permanently the legal title of the copyright from the authors, the amounts are capitalized in “Intangible Assets and Goodwill” as “Other intangible assets”and are amortized on the straight-line method over their estimated useful lives, which are not greater than 3 | |
Impairment of non-financial assets | h. Impairment of non-financial assets. Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment tests are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units – CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in profit or loss is not reversed. See Note 5 | |
Suppliers (including Reverse Factoring) | j. Suppliers (including Reverse Factoring) Suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method. Some of the Company’s domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Company to financial institutions without right of recourse, in a transaction characterized as “Reverse Factoring”. The Company charged interest over the payment term at a rate that is commensurate with its own credit risk being subsequently recorded as finance cost using the effective interest rate method. The suppliers specifically related to Reverse Factoring are segregated in the Note 15 | |
Leases | k. Leases i. Right-of-use assets The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life or the lease term, as the majority of the Company’ leases are related to property leases. ii. Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The accounting amount of the lease liabilities is remeasured if there is a change in the term of the lease, a change in fixed lease payments or a change in valuation to purchase the right-of-use asset. iii. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 iv. Determining the lease term of contracts with renewal options The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if reasonably certain to be exercised. The Company has the option, under some of its leases to lease the assets for additional terms. The Company applies judgment in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). | |
Provision for tax, civil and labor losses | l. Provision for tax, civil and labor losses The provisions for risks related to lawsuits and administrative proceedings involving tax, civil and labor matters are recognized when (i) the Company has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. The likelihood of loss of judicial/administrative proceedings in which the Company appears as a defendant is assessed by Management on the financial statement’s dates. Provisions are recorded in an amount the Company believes it is enough to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized in general and administrative expenses when incurred. See Note 21 | |
Current and Deferred income tax and social contribution | m. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated on pre-tax profit basis. IRPJ and CSLL are calculated based on the nominal statutory rates of 25 9 Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. See Note 22 | |
Employee Benefits | n. Employee Benefits The Company has the following employee benefits: a. Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Company has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Company also provides its commercial team with commissions calculated considering existing sales and revenue targets that are periodically reviewed. These amounts are accrued in “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being made twice a year. Since commissions are paid based on the annual sales of each contract, the Company elected to use the practical expedient to expense the costs as incurred. b. Pension Contributions The Company offered a defined contribution plan to its employees and once the contributions have been made, the Company has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred (i.e employees have rendered services entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses in Profit or Loss. c. Share-based Payments The Company compensates part of its Management and some employees through share-based compensation by plans involving Restricted Share Units or “RSU”. The RSU plans are based on Company shares, through a fixed share price (market price) determined on the grant date which the Company has the obligation of delivering shares without cash settled payment. The Share based payment is divided in the following: (i) Bonus from the Initial Public Offering – “IPO” – Refers to the RSU plan whereby some employees, own management and Cogna management received a fixed number of Company shares based on a fixed price due to the IPO held on July 31, 2020. All plan became vested as result of IPO. As consequence, the full impact of the plan has been recorded in the profit and loss and the share-based compensation reserve in equity. See Note 23 (ii) Long Term Investment – “ILP” – Refers to RSU plans for which some Company management and employees are eligible. In those plans the Company will deliver a fixed number of shares at a fixed share price measured at the Plan’s inception. The Company recognizes the expense and inherent labor taxes related to the RSU plan in profit and loss. In addition, the effects of the constructive obligation are recognized in Financial Position under Equity Reserves and the corresponding taxes under “Salaries and Contributions”. See Note 23 d. Termination benefits Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts voluntary resignation in exchange for these benefits. The Company recognizes termination benefits at the earlier of the following dates: (i) when the Company can no longer withdraw the offer of those benefits; and (ii) when the entity recognizes costs for a restructuring and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 | |
Revenue Recognition | p. Revenue Recognition The Company generates most of its revenue from the sale of textbooks (“publishing” when sold as standalone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transactions or term contracts with an average period from three five Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when the Company delivers the content in printed and digital format. The Company also sells its products directly to students and parents through its e-commerce platform. Since the Company obtains control of the goods sold before they are transferred to its customers, the Company assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Company is entitled in exchange for the specified goods transferred. Due to the nature of the Company’s operations, sale of printed and digital textbooks and learning systems is not subject to the payment of the social integration program tax (Programa de Integração Social, or PIS) and the social contribution on revenues tax (Contribuição para o Financiamento da Seguridade Social, or COFINS). These sales are also exempt from the Brazilian municipal taxes and from the Brazilian value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or ICMS). Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allow product returns (generally for period of four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover the goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. The Company also provides other types of complementary educational solutions, preparatory courses for university admission exams, digital services and other services to private schools, such as: teacher training, educators and parenting support, extracurricular educational content and other services related to the management of private schools. Each complementary educational service, digital service and others are deemed to be separate performance obligations. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Company believes this is an appropriate measure of progress toward satisfaction of performance obligations as it is the most accurate measure of the consideration to which the Company expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation is recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. See Note 24 | |
Fair Value Measurement | r. Fair Value Measurement Fair value is the price that would be received upon the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date, on the primary market or, in the absence thereof, on the most advantageous market to which the Business has access on such date. The fair value of a liability reflects its risk of non-performance, which includes, among others, the Company’s own credit risk. If there is no price quoted on an active market, the Company uses valuation techniques that maximize the use of relevant observable data and minimize the use of unobservable data. The chosen valuation technique incorporates all the factors market participants would take into account when pricing a transaction. If an asset or a liability measured at fair value has a purchase and a selling price, the Company measures the assets based on purchase prices and liabilities based on selling prices. A market is considered as active if the transactions for the asset or liability take place with enough frequency and volume to provide pricing information on an ongoing basis. The best evidence of the fair value of a financial instrument upon initial recognition is usually the transaction price - i.e., the fair value of the consideration given or received. If the Company determines that the fair value upon initial recognition differs from the transaction price and the fair value is not evidenced by either a price quoted on an active market for an identical asset or liability or based on a valuation technique for which any non-observable data are judged to be insignificant in relation to measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value upon initial recognition and the transaction price. This difference is subsequently recognized in Profit or Loss on an appropriate basis over the life of the instrument, or until such time when its valuation is fully supported by observable market data or the transaction is closed, whichever comes first. To provide an indication of the reliability of the inputs used in determining fair value, the Company has classified its financial instruments according to the judgements and estimates of the observable data as much as possible. The fair value hierarchy is based on the degree to which the fair value used in the valuation techniques is observable, as follows: Level 1 Level 2 1 Level 3 | |
Somos - Anglo (Predecessor) | ||
Significant accounting policies | ||
Cash and Cash Equivalents | a. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly-liquid short-term investments that are readily convertible into a known amount of cash and are subject to immaterial risk of change in value. | |
Financial Assets and Liabilities | b. Financial Assets and Liabilities a. Policies applicable as from January 1, 2018 As from the adoption of IFRS 9 2018 i. Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way how the Business manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, through the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: • The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; • how the performance of the portfolio is evaluated and reported to the Business’ management; • risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed; • how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or in contractual cash flows obtained; and • the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset at initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated to the outstanding principal value during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Business considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. It includes evaluating whether the financial asset contains a contractual term that could change the time or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Business considers the following: • contingent events that change the amount or timing of cash flows; • terms that may adjust the contractual rate, including variable rates; • the prepayment and the extension of the term; and • the terms that limit the access of the Business to cash flows of specific assets (for example, based on the performance of an asset). Due to their natures, for the period from January 1, 2018 to October 10, 2018, Business’ financial assets are classified as “measured at amortized cost”. Financial assets are not reclassified after initial recognition, unless the Business changes the business model for the management of financial assets, in which case all affected financial assets are reclassified on the first day of the reporting period subsequent to the change in the business model. Financial liabilities are classified as measured at amortized cost or at FVTPL. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such in initial recognition. Due to their natures, for the period from January 1, 2018 to October 10, 2018, Business’ financial liabilities are classified as “measured at amortized cost”. ii. Initial Recognition and Subsequent Measurement Trade receivable are initially recognized on the date that they were originated. All other financial assets and liabilities are initially recognized when the Business becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the combined carve-out statement of profit or loss and other comprehensive income. Financial assets are derecognized when the rights to receive cash flows have expired or have been transferred and the Business has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the “Financial assets at fair value through profit or loss”, as well as interest income accrued over “Assets measured at amortized cost”, are presented in the combined carve-out statement of profit or loss and other comprehensive income within “Finance income” in the period in which they arise. The Business derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Business also derecognizes a financial liability when terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the combined carve-out statement of profit or loss and other comprehensive income. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the combined carve-out statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Business or the counterparty. iv. Impairment of financial assets The Business assesses on a prospective basis the expected credit losses (“ECL”) associated with its financial assets instruments carried at amortized cost, with accruals and reversals recorded in the combined carve-out statement of profit or loss and other comprehensive income. ECLs are based on the difference between the contractual cash flows due in accordance with the contract terms and all the cash flows that the Business expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk, where: • expected credit losses are calculated for the next 12 12 12 12 • In the event of a significant increase in credit risk, expected lifetime credit losses are recorded as per the expected credit losses that result from all possible default events over the expected life of the financial instrument. For trade receivables, the Business applied the simplified approach of the standard and calculated impairment losses based on lifetime expected credit losses as from their initial recognition, as described in Note 3 b. Policies applicable up to December 2017 As permitted by the transition rules for IFRS 9 i. Classification The Business classified its financial assets as “loans and receivables”. The classification depended on the purpose for which the financial assets had been acquired. Financial assets were included in current assets, except for those with maturities greater than 12 Financial liabilities were classified as “Other financial liabilities measured at amortized cost”. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such in initial recognition. ii. Initial Recognition and Subsequent Measurement The initial measurement was not affected by the adoption of IFRS 9 Loans and receivables were carried at amortized cost using the effective interest rate method. Financial assets were derecognized when the rights to receive cash flows have expired or have been transferred and the Business had transferred substantially all the risks and rewards of ownership. The Business derecognized a financial liability when its contractual obligations were discharged or canceled or expired. The Business also derecognized financial liabilities when terms were modified, and the cash flows of the modified liability were substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) was recognized in the combined carve-out statement of profit or loss and other comprehensive income. iii. Impairment of financial assets The Business assessed at each reporting date whether there had been objective evidence that a financial asset or group of financial assets were impaired. The Business used its accumulated historical experience to estimate the future cash flows of its financial assets on a portfolio level in order to reliably estimate its impairment losses. The amount of any impairment loss was recognized in the combined carve-out statement of profit or loss and other comprehensive income. | |
Inventories | c. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted moving average method. The cost of finished goods and work in process comprises third parties printing costs, raw materials and editorial costs (e.g. design costs, direct labor, other direct costs and related production overheads). Editorial costs incurred during the development phase of a new product are presented within inventories as “Work in Process”, once materials are substantially reviewed on a yearly basis. After the commercialization begins, any subsequent costs incurred is recognized within the combined carve-out statement of profit or loss and other comprehensive income as “costs of goods sold and services”, according to the accrual period on which the services are rendered. The Business records provisions for losses on products and slow-moving items using an aging analysis consistent with its business model, assessment of the marketplace, industry trends, content relevance, feasibility of visual update and projected product demand as compared to the number of units currently in stock. If losses are no longer expected, the provision is reversed. Management periodically evaluates whether the obsolete inventories need to be destroyed. The Business also records its right to returned goods assets within its inventories. See note 3 | |
Property, Plant and Equipment | d. Property, Plant and Equipment Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Business, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to the combined carve-out statement of profit or loss and other comprehensive income during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, buildings and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 Land (for finance leasings) 10 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the combined carve-out statement of profit or loss and other comprehensive income when control of the asset is transferred. | |
Business Combination | e. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Business reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. | |
Intangible Assets and Goodwill | f. Intangible Assets and Goodwill The Business’ intangible assets are mostly comprised of software, trademarks, customer portfolio and goodwill. Those items are further described below: a. Goodwill Goodwill is initially recognised and measured as set out in note 6 Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to the cash-generating unit expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, at the end of each fiscal year, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. b. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria (e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets are amortized on the straight-line method over their estimated useful lives, not greater than 5 c. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 30 d. Customer portfolio Customer portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relations have an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship ( 10 | |
Copyrights | g. Copyrights The business accounts for different copyrights agreements as follows: 1 Copyrights are paid to the authors of the content included within the textbooks produced by the Business and are calculated based on agreed upon percentages of revenue or cash inflows related to the books sold, as defined in each contract. Payments are made on a monthly, quarterly, semi-annually, annually or hybrid basis. For these contracts the authors maintain the legal title of the copyrights. These copyrights are charged to the combined carve-out statement of profit or loss and other comprehensive income on an accrual basis when the products are sold. 2 In some instances where the authors maintain the legal title of the copyrights, contracts require the anticipation of part of the payment or even the full downpayment of forecasted sales before the authors start the production of the content. In such cases, copyrights are recognized as a “Prepayments” in the combined carve-out statement of financial position and charged to the combined carve-out statement of profit or loss and other comprehensive income when the books are sold based on the related sales forecast. The business reviews regularly the forecast sales to determine if an impairment is required. 3 When the Business purchases permanently the legal title of the copyright from the authors, the amounts are capitalized within “Intangible Assets and Goodwill” as “Other intangible assets” and are amortized on the straight-line method over their estimated useful lives, not greater than 3 | |
Impairment of non-financial assets | h. Impairment of non-financial assets Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units—CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following an impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in the combined carve-out statement of profit or loss and other comprehensive income is not reversed. | |
Suppliers (including Reverse Factoring) | i. Suppliers (including Reverse Factoring) Suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method. Some of the Business’ domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Business to financial institutions without right of recourse, in a transactions characterized as “Reverse Factoring”. The Business imputed interest over the payment term at a rate that is commensurate with its own credit risk which are subsequently recorded as finance cost using the effective interest rate method. The effects of Reverse Factoring on the combined carve-out statement of cash flows are recognized within “Cash flow from operating activities”. | |
Leases | j. Leases Assets held under finance leases are recognized as property, plant and equipment at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The depreciation policy for depreciable leased assets is consistent with that for depreciable assets that are owned, unless there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term, and thus the asset is depreciated over the shorter of the lease term and its useful life. The corresponding liability to the lessor is included in the combined carve-out statement of financial position within “Bonds and Financing”. Lease payments are apportioned between finance expenses and reduction of the lease obligation to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses incurred are recognized in the combined carve-out statement of profit or loss and other comprehensive income. Rentals payable under operating leases are charged to the combined carve-out statement of profit or loss and other comprehensive income on a straight-line basis over the term of the relevant lease. | |
Provision for tax, civil and labor losses | k. Provision for risks of Tax, Civil and Labor Losses The provisions for risks related to lawsuits and administrative proceedings involving tax, civil and labor matters are recognized when (i) the Business has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. The likelihood of loss of judicial/administrative proceedings in which it is a party as a defendant is assessed by Management on the probable outcome of lawsuits on the reporting dates. Provisions are recorded in an amount the Business believes it is sufficient to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized within general and administrative expenses when incurred. | |
Current and Deferred income tax and social contribution | l. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated based on pre-tax profit. The IRPJ and CSLL are calculated based on the nominal statutory rates of 25 9 Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. | |
Employee Benefits | m. Employee Benefits The Business has the following employee benefits: a. Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Business has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Business also provides its commercial team with commissions calculated considering existing sales and revenue targets that are reviewed periodically. These values are accrued within “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being done twice a year (January and June). Since commissions are paid based on the annual sales of each contract, the Business elected to use the practical expedient to expense the costs as incurred. b. Pension Contributions The Business’ pension contributions are associated with defined contribution schemes. Once the contributions have been made, the Business has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred (i.e. have rendered service entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses. c. Share-based Payments As a form of incentive to boost performance and assure continuing relationships with the officers and/or employees of the Business, they have been included in the share-based compensation program of Somos. This Parent Entity is solely responsible for the settlement of vested shares and thus, Business’ employment expenses related to these shared-based plans are recognized with a corresponding entry as a contribution within “Parent’s Net Investment”. The fair value of shares granted is recognized as an expense during the period in which the right accrues - i.e. the period during which specific vesting conditions must be met. The total amount to be recognized is determined by reference to the fair value of the granted shares (at the market price at grant date), excluding the impact of any non-market service and performance-based vesting conditions (e.g., profitability, capital increase targets, sales and retention for a specific period of time). Non-market vesting conditions are included in the assumptions about the number of shares to be vested. At each date of reporting, the Business revises the estimated number of options which will vest based on the established conditions. The impact of the revision of the initial estimates, if any, is recognized in the combined carve-out statement of profit or loss and other comprehensive income on a prospective basis. Social contributions payable in connection with the grant of shares are considered an integral part of the grant itself. | |
Revenue Recognition | n. Revenue Recognition The Business generates most of its revenue through the sale of textbooks (“publishing” when sold as standalone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transaction or term contracts with an average period from three five Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when it delivers the content in printed and digital format. Since the acquisition of Livro Fácil in December 2017, the Business also sells its products directly to students and parents through its e-commerce platform. Since the Business obtains control of the goods sold before they are transferred to its customers, the Business assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Business is entitled in exchange for the specified goods transferred. Due to the nature of the Business’ operations, sale of printed and digital textbooks and learning systems is not subjected to the payment of the social integration program tax (Programa de Integração Social, or PIS) and the social contribution on revenues tax (Contribuição para o Financiamento da Seguridade Social, or COFINS). These sales are also exempt from the Brazilian municipal taxes and from the Brazilian value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or ICMS). Pursuant to the terms of the contracts with some customers, they are required to provide the Business with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Business to start the delivery of its products. Since the contracts allow product returns (generally for period of four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recovered goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Business reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. The Business also provides other types of complementary educational solutions, preparatory course for university admission exams, digital services and other services to private schools, such as: teacher training, educators and parenting support, extracurricular educational content and other services related to the management of private schools. Each complementary educational service, digital service and other are deemed to be separate performance obligations. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Business believes this is an appropriate measure of progress toward satisfaction of performance obligations as this measures most accurately the consideration to which the Business expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation are recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. These services revenues are subject to PIS and COFINS under the non-cumulative tax regime (with a nominal statutory rate of 9.25 5 a. Measurement and Recognition - Policy applicable as from January 1, 2018 Based on the adoption of IFRS 15 Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. The Business considers these sales to private schools as a single performance obligation which is complied with when printed materials are delivered and accepted by each client and available for use by each client over the school year (at a point-in-time). Thus, this revenue is recognized only when materials are effectively delivered and available for use by each client over the school year. Consistent with the Business accounting policies prior to the adoption of IFRS 15 four The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recovered goods. The refund liability is included in Contract Liabilities and Deferred Income and the right to recover returned goods is included in Inventories. The Business reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. Each complementary educational service, digital service and other are deemed to be separate performance obligation. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Business believes this is an appropriate measure of progress toward satisfaction of performance obligations as this measures most accurately the consideration to which the Business expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation is recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. b. Measurement and Recognition - Policy applicable up to December 31, 2017 Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Business’ activities. Revenue is presented net of value-added tax, returns, rebates and discounts. The Business recognized revenues when: (i) the most significant risks and rewards inherent to the ownership of the assets had been transferred to the purchaser, (ii) it was probable that the financial economic benefits would flow to the Business, (iii) the costs related and potential return of goods could be reliably estimated, (iv) there was no continued involvement with the goods sold, and (v) the amount of revenue could be reliably measured. The Business bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. | |
Fair Value Measurement | o. Fair Value Measurement Fair value is the price that would be received upon the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date, on the primary market or, in the absence thereof, on the most advantageous market to which the Business has access on such date. The fair value of a liability reflects its risk of non-performance, which includes, among others, the Business’ own credit risk. If there is no price quoted on an active market, the Business uses valuation techniques that maximize the use of relevant observable data and minimize the use of unobservable data. The chosen valuation technique incorporates all the factors market participants would take into account when pricing a transaction. If an asset or a liability measured at fair value has a purchase and a selling price, the Business measures the assets based on purchase prices and liabilities based on selling prices. A market is considered as active if the transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The best evidence of the fair value of a financial instrument upon initial recognition is usually the transaction price - i.e., the fair value of the consideration given or received. If the Business determines that the fair value upon initial recognition differs from the transaction price and the fair value is not evidenced by either a price quoted on an active market for an identical asset or liability or based on a valuation technique for which any non-observable data are judged to be insignificant in relation to measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value upon initial recognition and the transaction price. This difference is subsequently recognized in the combined carve-out statement of profit or loss and other comprehensive income on an appropriate basis over the life of the instrument, or until such time when its valuation is fully supported by observable market data or the transaction is closed, whichever comes first. To provide an indication about the reliability of the inputs used in determining fair value, the Business has classified its financial instruments according the judgements and estimates of the observable data as much as possible. The fair value hierarchy are based on the degree to which the fair value is observable used in the valuation techniques as follows: • Level 1 • Level 2 1 • Level 3 |
Basis of preparation and pres_2
Basis of preparation and presentation of the Consolidated Financial Statements and Combined Carve-out Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Preparation basis and presentation of Combined Carve-out Financial Statements | |
Schedule of reconciliation of parent entity's net investment and reporting entity's equity | Parent Company’s Net Investment Adjustment Compnay’s shareholders’ equity Shares issued upon legal reorganization 3,093,748 29,497 3,123,245 Share-based compensation reserve - ( 686 ) ( 686 ) Accumulated losses for the period (i) - ( 28,811 ) ( 28,811 ) 3,093,748 - 3,093,748 (i) The capital contributed by the controlling shareholders in the Vasta Platform’s share capital was calculated based on the Carve-out Equity prior to the contribution of the investment from Cogna to Vasta Platform amounting to R$ 3,123,245 . the amount of R$ 28,811 refers to net income for the period from January 1, 2020 to contribution date. |
New accounting policies and s_3
New accounting policies and significant accounting policies adopted (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
New accounting policies and significant accounting policies adopted | |
Schedule of estimated useful lives of property, plant and equipment | Years Property, buildings, and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 |
Business Combinations (Tables)
Business Combinations (Tables) - Business combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations | |
Schedule of direct/indirect interest in subsidaries | December 31, 2020 Interest (%) Livraria Livro Fácil Ltda. (“Livro Fácil”) 100 A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100 Mind Makers Editora Educacional (“Mind Makers”) 100 Colégio Anglo São Paulo 100 Meritt Informação Educacional Ltda (“Meritt”) 100 |
Schedule of assets and liabilities acquired for business combination | Pluri Mind Makers Meritt (v) Total Current assets Cash and cash equivalents 1,820 528 894 3,242 Trade receivables 1,687 3,303 - 4,990 Inventories (iv) 15,338 - - 15,338 Prepayments 695 62 - 757 Taxes recoverable 746 2 4 752 Other receivables 2,905 - - 2,905 Total current assets 23,191 3,895 898 27,984 Non-current assets Property, plant and equipment 122 89 - 211 Other intangible assets 1,340 - - 1,340 Intangible assets - Customer Portfólio (iii) 4,625 - - 4,625 Intangible assets - Trademarks (ii) - 16,060 - 16,060 Total non-current assets 6,087 16,149 - 22,236 Total Assets 29,278 20,044 898 50,220 Current liabilities Suppliers 10,205 26 - 10,231 Salaries and social contributions 190 120 2 312 Taxes payable 13 10 10 33 Income tax and social contribution payable 298 80 - 378 Contract liabilities and deferred income 322 267 - 589 Total current liabilities 11,028 503 12 11,543 Non-current liabilities Bonds and Financing - 998 - 998 Other liabilities 364 - - 364 Total non-current liabilities 364 998 - 1,362 Total liabilities 11,392 1,501 12 12,905 Net assets (A) 17,886 18,543 886 37,315 Total of Consideration transferred (B) 27,706 23,621 7,530 58,857 Goodwill (B – A) (i) 9,820 5,078 6,644 21,542 (i) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company (i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. (ii) Trademark-related intangible asset’s fair value was obtained based on: net revenue was estimated taking into account the contractual customer relationships existing on the acquisition date; royalty fees of 7.2 % were used based on the market rates of companies with similar activities as the Company, which represents a market rate; finally, the discount rate ( Weighted Averaged Cost of Capital (“WACC” 0.22 % p.a. (iii) The following assumptions eight years and seven months; a nominal discount rate of 12.6 % p.a. was used, which is equivalent to the WACC 0.07 . (iv) Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of the Company’s business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. (v) Fair values measured on a provisional basis – The fair value of Meritt’s intangible assets (patented technology and customer relationships) has been measured provisionally, pending completion of an independent valuation. |
Financial Risk Management (Tabl
Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Financial Risk Management | |
Schedule of Interest rates contracted | December 31, 2020 December 31, 2019 Interest rate Bonds Private Bonds – 5 1 14 100,892 101,802 CDI + 1.15 Private Bonds – 5 2 14 102,868 101,765 CDI + 1.00 Private Bonds – 6 1 14 - 305,368 CDI + 0.90 Private Bonds – 6 2 14 206,733 204,047 CDI + 1.70 Private Bonds – 7 14 381,850 814,086 CDI + 1.15 Private Bonds – 8 14 - 113,879 CDI + 1.00 Financing and Lease Liabilities - Mind Makers (Note 14 998 - TJPLP + 5 Lease Liabilities (Note 16 173,103 153,714 IPCA Accounts Payable for Business Combination (Note 18 48,055 10,941 100 Loans from related parties (Note 20 20,884 29,192 CDI + 3.57 1,035,383 1,834,794 |
Schedule of financial liabilities by maturity ranges | December 31, 2020 Less than one Between one two Over two Total Bonds (Note 14 502,882 290,459 - 793,341 Lease Liabilities (Note 16 18,263 30,968 123,872 173,103 Accounts Payable for business combination (Note 18 17,132 13,811 17,112 48,055 Suppliers (Note 15 168,941 - - 168,941 Reverse Factoring (Note 15 110,513 - - 110,513 Other liabilities - related parties (Note 20 135,307 - - 135,307 Loans from related parties (Note 20 20,884 - - 20,884 973,922 335,238 140,984 1,450,144 |
Schedule of financial liabilities by maturity ranges for estimated amounts payable based on undiscounted contractual amounts | December 31, 2020 Less than one Between one two Over two Total Bonds 520,699 300,750 - 821,449 Lease Liabilities 18,836 31,940 127,762 178,538 Accounts Payable for business combination 17,739 14,300 17,718 49,758 Suppliers 168,941 - - 168,941 Reverse Factoring 117,796 - - 117,796 Other liabilities - related parties 135,307 - - 135,307 Loans from related parties 21,667 - - 21,667 1,000,986 346,991 145,480 1,493,457 |
Schedule of calculation of gearing ratio | December 31, 2020 December 31, 2019 Net debt (i) 970,047 2,141,214 Total equity 4,785,317 3,100,083 Total capitalization (ii) 3,815,270 958,869 Gearing ratio - % - (iii) 25 % 223 % (i) Net debt comprises financial liabilities (note 7 (ii) Refers to the difference between Equity and Net debt. (iii) The Gearing Ratio is calculated based on Net Debt/Total Capitalization. |
Schedule of sensitivity analysis of potential losses from financial instruments | Index - % per year Balance as of Base scenario Scenario I Scenario II Financial Assets 101.7 300,147 8,418 10,523 12,627 Marketable Securities 104 491,102 13,774 17,217 20,661 791,249 22,192 27,740 33,288 Accounts Payable for Business Combination 100 ( 48,055 ( 1,325 ( 1,657 ( 1,988 Loans from related parties CDI + 3.57 ( 20,884 ( 1,321 ( 1,465 ( 1,609 Bonds CDI + 1.15 ( 793,341 ( 31,002 ( 36,472 ( 41,942 ( 862,280 ( 33,648 ( 39,594 ( 45,539 Net exposure ( 71,031 ( 11,456 ( 11,854 ( 12,251 Interest Rate -% p.a - - 2.76 3.45 4.14 - - - 25 50 |
Financial Instruments by Cate_4
Financial Instruments by Category (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Financial Instruments by Category | |
Schedule of financial instruments by category | Fair Value Hierarchy December 31, 2020 December 31, 2019 Assets - Amortized cost Cash and cash equivalents 1 311,156 43,287 Marketable securities 1 491,102 - Trade receivables 2 492,234 388,847 Other receivables 2 124 1,735 Related parties – other receivables 2 2,070 39,946 1,296,686 473,815 Liabilities - Amortized cost Bonds and financing 2 793,341 1,640,947 Lease liabilities 2 173,103 153,714 Reverse Factoring 2 110,513 94,930 Suppliers -related Parties 2 - 207,174 Accounts payable for business combination 2 48,055 10,941 Other liabilities - related parties 2 135,307 47,603 Loans from related parties 2 20,884 29,192 1,281,203 2,184,501 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash and cash equivalents. | |
Schedule of cash and cash equivalents | December 31, 2020 December 31, 2019 Cash 13 32 Bank account 10,996 716 Financial investments (i) 300,147 42,539 311,156 43,287 (i) The Company invests in a 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 101.7 101.68 |
Marketable securities (Tables)
Marketable securities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Marketable securities | |
Schedule of marketable securities | Credit Risk December 31, 2020 December 31, 2019 Financial bills (LF) AAA 149,720 - Financial treasury bills (LFT) AAA 341,382 - 491,102 - |
Trade receivables (Tables)
Trade receivables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Trade receivables | |
Schedule of trade receivables | December 31, 2020 December 31, 2019 Trade receivables 501,498 394,309 Related Parties (Note 20 22,791 17,062 ( - ) Impairment losses on trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 |
Schedule of maturities of trade receivables | December 31, 2020 December 31, 2019 Not yet due 425,327 332,071 Past due Up to 30 8,456 10,403 From 31 60 10,931 7,505 From 61 90 8,764 6,071 From 91 180 15,539 9,506 From 181 360 18,038 16,813 Over 360 12,279 6,894 Total past due 74,007 57,192 Customers in bankruptcy 2,164 5,046 Related parties (note 20 22,791 17,062 Provision for impairment of trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 |
Schedule of expected credit losses for aging | As of December 31, 2020 As of December 31, 2019 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 0.10 432 0.67 % 2,267 Past due Up to 30 6.19 523 1.81 % 188 From 31 60 12.92 1,413 3.12 % 234 From 61 90 20.64 1,809 5.04 % 306 From 91 180 43.66 6,785 11.10 % 1,056 From 181 360 51.67 9,320 45.37 % 7,628 Over 360 78.26 9,609 84.13 % 5,799 29,891 17,478 Customers in Bankruptcy (i) 100.00 2,164 100.00 % 5,046 Impairment losses on trade receivables 32,055 22,524 (i) During the year ended December 31, 2020 and December 31, 2019, the Company’s Management recorded 100 three |
Schedule of changes in impairment losses on trade receivables | December 31, 2020 December 31, 2019 Fro m October 11 to December 31, 2018 Opening balance 22,524 19,397 26,616 Additions 29,870 6,936 5,932 Reversals ( 4,855 ) ( 1,975 ) ( 3,649 ) Write offs ( 15,484 ) ( 1,834 ) ( 9,502 ) Closing balance 32,055 22,524 19,397 (i) The Company recognized an additional provision for expected losses due to COVID- 19 (ii) The Company has assessed credits line alongside its customers, and some credit lines were renegotiated. Because of historical losses and lack of prospects of credit recovery alongside those customers, the Company recognized R$ 15,484 1,834 9,502 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventories | |
Schedule of inventories | December 31, 2020 December 31, 2019 Finished products (i) 168,328 145,006 Work in process 52,322 34,502 Raw materials 20,485 31,033 Imports in progress 2,642 1,143 Right to returned goods (ii) 5,855 10,552 249,632 222,236 (i) That amounts are net of slow-moving items and net realizable value. (ii) Represents the Company’s right to recover products from customers where 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. The right to returned goods provision has been reducing due to changes in the commercial approach alongside with main distributors that allows the Company to be more assertive on sales, even in times of COVID- 19 2019 24 |
Schedule of changes in provision for inventories | December 31, 2020 December 31, 2019 Fr om October 11 to December 31, 2018 Opening balance 69,080 72,410 75,508 Additions 8,783 9,331 66 (Reversals) ( 4,726 ) ( 2,500 ) ( 3,164 ) Inventory losses (i) ( 10,927 ) ( 10,161 ) - Closing balance 62,210 69,080 72,410 (i) In each year, the Company adjusts inventory based on physical inventory counts conducted in the last quarter of each year. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | December 31, 2020 December 31, 2019 Weighted average depreciation rate Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10 33 27,036 ( 25,557 ) 1,479 26,244 ( 23,758 ) 2,486 Furniture, equipment and fittings 10 33 36,314 ( 26,406 ) 9,908 36,268 ( 23,902 ) 12,366 Property, buildings and improvements 5 20 51,407 ( 31,429 ) 19,978 46,420 ( 26,738 ) 19,682 In progress - 315 - 315 4,538 - 4,538 Right of use assets 12 241,906 ( 82,033 ) 159,873 209,229 ( 63,793 ) 145,436 Land 10 453 - 453 453 - 453 Total 357,431 ( 165,425 ) 192,006 323,152 ( 138,191 ) 184,961 |
Schedule of changes in property, plant and equipment | IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets (i) Land Total As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 Additions 758 22 828 34 35,925 - 37,567 Additions by business combination 59 152 - - - - 211 Disposals ( 25 ) ( 128 ) ( 98 ) - ( 3,248 ) - ( 3,499 ) Depreciation ( 1,799 ) ( 2,504 ) ( 4,691 ) - ( 18,240 ) - ( 27,234 ) Transfers - - 4,257 ( 4,257 ) - - - As of December 31, 2020 1,479 9,908 19,978 315 159,873 453 192,006 (i) Refers substantially to IFRS 16 20,358 15,567 16 IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land Total As of December 31, 2018 3,213 15,010 20,177 - - 19,906 58,306 Opening balance - IFRS 16 - - - - 154,681 - 154,681 As of January 01, 2019 3,213 15,010 20,177 - 154,681 19,906 212,987 Additions 1,339 2,958 3,973 4,538 31,177 - 43,985 Disposals - ( 3,827 ) - - ( 40,316 ) - ( 44,143 ) Depreciation ( 2,066 ) ( 1,775 ) ( 4,468 ) - ( 19,559 ) - ( 27,868 ) Transfers (i) - - - - 19,453 ( 19,453 ) - As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets and Goodwill | |
Schedule of intangible assets and goodwill | December 31, 2020 December 31, 2019 Weighted average amortization rate Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Software 15 204,213 ( 120,798 ) 83,415 276,542 ( 200,217 ) 76,325 Trademarks 5 631,935 ( 58,349 ) 573,586 614,958 ( 30,923 ) 584,035 Customer Portfolio 8 1,113,792 ( 184,934 ) 928,858 1,109,388 ( 98,666 ) 1,010,722 Goodwill - 3,307,805 - 3,307,805 3,286,263 - 3,286,263 Platform content production 33 53,069 ( 29,248 ) 23,821 28,880 ( 19,454 ) 9,426 In progress - 999 - 999 14,051 - 14,051 Other Intangible assets 33 38,283 ( 32,040 ) 6,243 18,090 ( 13,527 ) 4,563 5,350,096 ( 425,369 ) 4,924,726 5,348,172 ( 362,787 ) 4,985,385 |
Schedule of changes in intangible assets and goodwill | Software Customer Portfolio Trademarks Platform content production (i) Other Intangible assets In progress Goodwill Total As of December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 Additions 11,813 - - 24,189 603 6,188 - 42,793 Additions by business combination (note 5 - 4,625 16,060 - 1,340 - 21,542 43,567 Disposals ( 77 ) - - - ( 87 ) - - ( 164 ) Amorization ( 23,861 ) ( 86,517 ) ( 26,506 ) ( 9,794 ) ( 176 ) - - ( 146,854 ) Transfers 19,215 28 ( 3 ) - - ( 19,240 ) - - At December 31, 2020 83,415 928,858 573,586 23,821 6,243 999 3,307,805 4,924,726 (i) Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include substantially “Plurall Digital Transformation” in the amount of approximately R$ 19 9 19 Software Customer Portfolio Trademarks Platform content production Other Intangible assets In progress Goodwill Total As of December 31, 2018 60,088 1,093,885 610,541 - 6,062 30,098 3,286,263 5,086,937 Additions 19,897 - - 10,220 - 7,344 - 37,461 Disposals - - - - ( 1,950 ) - - ( 1,950 ) Amorization ( 18,794 ) ( 83,163 ) ( 26,506 ) ( 794 ) ( 7,806 ) - - ( 137,063 ) Transfers 15,134 - - - 8,257 ( 23,391 ) - - At December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 |
Schedule of goodwill allocated to each CGU | Content & EdTech Platform 3,297,077 Digital Platform 10,728 3,307,805 |
Schedule of key assumptions used for value-in-use calculations | 2020 Content and Edtech Platform Digital Platform Growth rate - % 15.4 % 34.2 % Discount rate - % 10.22 % 10.22 % Growth rate (%) in perpetuity 7.1 % 7.1 % Years projected 8 8 2019 Content and Edtech Platform Digital Platform Growth rate - % 13.1 % 28.7 % Discount rate - % 10.08 % 10.08 % Growth rate (%) in perpetuity 6.1 % 6.1 % Years projected 8 8 |
Bonds and financing (Tables)
Bonds and financing (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Bonds and financing | |
Schedule of bonds and financing | December 31, 2019 Additions by business combination (i) Payment of interest Payment (ii) Interest accrued Transfers December 31, 2020 Bonds with Related Parties 440,947 - ( 49,369 ) ( 852,135 ) 52,900 910,400 502,743 Finance Leases - - ( 35 ) - 35 139 139 Current liabilities 440,947 - ( 49,404 ) ( 852,135 ) 52,935 910,539 502,882 Bonds with Related Parties 1,200,000 - - - - ( 910,400 ) 289,600 Finance - 998 - - - ( 139 ) 859 Non-current liabilities 1,200,000 998 - - - ( 910,539 ) 290,459 Total 1,640,947 998 ( 49,404 ) ( 852,135 ) 52,935 - 793,341 (i) On November 21, 2018, MindMakers, which became a subsidiary of the Company in February 2020, entered into a bank credit note (cédula de crédito bancário) in favor of Banco de Desenvolvimento de Minas Gerais S.A. – BDMG, for an aggregate amount of R$ 1,676 72 taxa de juros de longo prazo – TJLP 5 (ii) On August 4, 2020, the Company, substantially settled bonds with related parties amounting to R$ 852,135 29,864 7 1 310,918 8 448,826 9 115,591 7 2 4,671 6 2 1,994 At December 31, 2018 Capitalization of bonds (i) Contribution of bonds (ii) Payment of interest Interest accrued Transfers (iii) December 31, 2019 Bonds 338,556 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 102,910 ) 440,947 Finance lease 1,303 - - - - ( 1,303 ) - Current liabilities 339,859 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 104,213 ) 440,947 Bonds 1,300,000 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 102,910 1,200,000 Finance leases 18,608 - - - - ( 18,608 ) - Non-current liabilities 1,318,608 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 84,302 1,200,000 Total 1,658,467 ( 1,508,297 ) 1,535,800 ( 117,696 ) 92,584 ( 19,911 ) 1,640,947 (i) On September 28, 2019 4 5 1,508,297 (ii) On November 19, 2019 1,535,801 50 (iii) Due to the adoption of IFRS 16 |
Schedule of bonds' description | As of December 31, 2020 Subscriber Related Parties Related Parties Related Parties Related Parties Issuance 5 5 6 7 Serie Serie 1 Serie 2 Serie 2 Single Date of issuance 03/15/2018 08/15/2018 08/15/2017 08/15/2018 Maturity Date 03/15/2021 08/15/2023 08/15/2022 08/16/2021 First payment after 60 60 60 36 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Semi-annual interest Financials charges CDI + 1.15 CDI + 1.00 CDI + 1.70 CDI + 1.15 Principal amount (in million R$) 100 100 200 378 |
Schedule of bonds and financing maturities | December 31, 2020 Maturity of installments Total % 2021 502,882 63.4 % 2022 238,881 30.1 % 2023 51,051 6.4 % 2024 527 0.1 % Total non-current liabilities 290,459 36.6 % 793,341 100.0 % December 31, 2019 Maturity of installments Total % 2020 440,947 26.9 % 2021 1,000,000 60.9 % 2022 100,000 6.1 % 2023 100,000 6.1 % Total non-current liabilities 1,200,000 73.1 % 1,640,947 100.0 % |
Suppliers (Tables)
Suppliers (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Suppliers | |
Schedule of trade suppliers | December 31, 2020 December 31, 2019 Local suppliers 128,639 98,824 Related parties (note 20 20,985 1,219 Copyright 19,317 28,685 Reverse factoring (i) 110,513 94,930 279,454 223,658 |
Lease liabilities (Tables)
Lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Lease liabilities. | |
Schedule of lease liabilities | December 31, 2020 December 31, 2019 Opening balance 153,714 - Initial application - IFRS 16 - 153,872 Transfers (note 13 - 19,911 Additions for new lease agreements (ii) 35,925 31,177 Cancelled contracts (i) ( 3,429 ) ( 34,852 ) Renegotiation -COVID impact 19 ( 688 ) - Interest 15,091 16,312 Payment of interest ( 14,675 ) ( 8,685 ) Payment of principal ( 12,835 ) ( 24,021 ) Closing balance 173,103 153,714 Current liabilities 18,263 7,101 Non-current liabilities 154,840 146,613 173,103 153,714 |
Schedule of fixed and variable lease payments | For the year ended December 31, 2020 2019 Fixed Payments 27,510 32,706 Payments related to short-term contracts and low value assets, variable price contracts (note 24 14,278 20,375 41,788 53,081 |
Contract liabilities and defe_4
Contract liabilities and deferred income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Contract liabilities and deferred income | |
Schedule of contract liabilities and deferred income | The balance of this account comprises the following amounts: December 31, 2020 December 31, 2019 Refund liability (i) 42,005 45,248 Sales of employees' payroll (iii) 2,348 4,173 Deferred income in leaseback agreement (ii) 6,665 7,500 Other liabilities 2,689 1,603 53,707 58,524 Current 47,169 49,328 Non-current 6,538 9,196 53,707 58,524 (i) Refers to the customers right to return products. (ii) In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500 . This transaction included deferred income of R$ 9,104 , which will be appropriated according to the lease term of the property ( 120 months). (iii) Refers to deferred income related to the sale of a 5 -year exclusivity to process our Company employees’ payroll to Banco Itaú for R$ 7,000 thousand, in August 2017. This income will be recognized on a straight-line basis throughout the contract term as “Other Operating income” as the Company believes that the rights of exclusivity are transferred to Itaú over this year. |
Accounts payable for business_4
Accounts payable for business combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts payable for business combination | |
Schedule of accounts payable for business combination | December 31, 2020 December 31, 2019 Pluri (a) 12,817 - Mind Makers (b) 15,000 - Livro Fácil 15,907 10,941 Meritt (c) 4,331 - 48,055 10,941 Current 17,132 1,772 Non-current 30,923 9,169 48,055 10,941 |
Schedule of changes in accounts payable for business combination | December 31, 2020 December 31, 2019 Opening balance 10,941 10,708 Additions 58,857 - Payment ( 26,389 ) - Interest adjustment 1,568 52 Others 3,078 181 Closing balance 48,055 10,941 |
Schedule of maturities of accounts payable for business combination | As of December 31, 2020 Maturity of installments Total % 2021 17,132 35,7 2022 13,811 28,7 2023 17,112 35,6 Total non-current liabilities 30,923 64,3 48,055 100,0 As of December 31, 2019 Maturity of installments Total % 2020 1,772 16,2 2021 1,030 9,4 2022 3,090 28,2 2023 5,049 46,2 Total non-current liabilities 9,169 83,8 10,941 100,0 |
Salaries and Social Contribut_4
Salaries and Social Contribution (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Salaries and Social Contribution | |
Schedule of salaries and social contribution | December 31, 2020 December 31, 2019 Salaries payable 15,891 20,658 Social contribution payable (i) 30,511 9,532 Provision for vacation pay 15,920 13,213 Provision for profit sharing (ii) 5,880 18,333 Others 921 12 69,123 61,748 (i) Refers to the effect of social contribution over restricted share units compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on monthly basis according to the Company’s share price. (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. In 2020 19 2021 |
Related parties (Tables)
Related parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related parties | |
Schedule of balances with related parties | Other receivables (i) Trade receivables (Note 10 Indemnification asset (note 20 Other payments (ii) Loans (iii) Suppliers (note 15 Bonds (note 14 Cogna Educação S.A. - - 153,714 1,354 20,884 - 691,451 Anhanguera Educacional Participacoes SA. - 413 - - - - - Editora Atica S.A. - 1,193 - 72,158 - 7,392 - Editora Scipione S.A. - 414 - 13,408 - 1,386 - Centro Educacional Leonardo Da Vinci SS - 63 - - - - - Maxiprint Editora Ltda. 13 367 - - - 26 - Pax Editora E Distribuidora Ltda. - - - - - - - Saraiva Educacao S.A. - 804 - 36,454 - 8,010 - Colegio Visao Eireli - 115 - - - - - Colegio Manauara Lato Sensu Ltda. - 2,838 - - - 173 - Pitagoras Sistema De Educacao Superior Ltda. - 127 - - - - - Somos Idiomas SA 79 - - - - - - SGE Comercio De Material Didatico Ltda. - 6 - 41 - 661 - Sistema P H De Ensino Ltda. - 2,348 - 2,116 - 163 - Escola Mater Christi Ltda. - 216 - - - 104 - Somos Educação S.A. - - - - - - - Saber Serviços Educacionais S.A. 1,686 3,710 - - - 2,658 100,892 Acel Adminstração de Cursos Educacionais Ltda - 2,899 - - - 36 - Educação Inovação e Tecnologia S.A. - - - 229 - 0 - Somos Operações Escolares S.A. 292 980 - - - - - Sociedade Educacional Doze De Outubro Ltda. - 231 - - - 36 - Colégio Motivo Ltda. - 1,250 - - - 249 - Colégio JAO Ltda. - 772 - - - - - Editora E Distribuidora Educacional S.A. - 528 - 9,547 - 89 - Colégio Ambiental Ltda - 315 - - - - Conlégio Cidade Ltda - 155 - - - - Curso e Colégio Coqueiro Ltda - 188 - - - - ECSA Escola A Chave do Saber Ltda - 435 - - - - EDUFOR Serviços Educacionais Ltda - 10 - - - - Escola Riacho Doce Ltda - 253 - - - - Nucleo Brasileiro de Estudos Avançados Ltda - 391 - - - - Papelaria Brasiliana Ltda - 1,478 - - - - Sociedade Educacional Alphaville Ltda - 190 - - - - Sociedade Educacional NEODNA Cuiaba Ltda - 101 - - - - 2,070 22,791 153,714 135,307 20,884 20,985 792,343 (i) Refers to other receivables related to cost sharing agreements where substantially Saber Serviços Educacionais (“Saber”), a Cogna Group entity, takes services from the Company; (ii) Refers substantially to “Reverse Factoring” contracts for raw material purchases, specifically graphics and paper, which the Company reimburses Atica and Scipione. See item a, below; and (iii) On April 1, 2020 the Company signed a loan agreement with Cogna Educação S.A. in the amount of R$ 20,000 3,75 884 December 31, 2019 Other receivables Trade receivables (Note 10 Indemnification asset (note 20 Other payments Loans Suppliers (note 15 Bonds (note 14 Cogna Educação SA, - - 149,600 - - - 1,539,146 Anhanguera Educacional Participacoes SA, - 1,150 - - - - - Editora Atica SA, 16 281 - 31,944 - - - Editora Scipione SA, 4,743 304 - - - - - Escola Mater Christi Ltda, - 204 - 130 - - - Maxiprint Editora Ltda, 4,021 1,154 - - - - - Pax Editora E Distribuidora Ltda, - 49 - - - - - Saraiva Educacao SA, 28,226 424 - - - - - Somos Idiomas SA, 75 2 - - - - - Acel Administracao De Cursos Educacionais Ltda, - 1,415 - - - - - Ecsa Escola A Chave Do Saber Ltda, - 212 - - - - - Colégio Jao Ltda, - 415 - - - - - Colégio Motivo Ltda, - 1,442 - - - - - Editora E Distribuidora Educacional SA, - 2,705 - - - 737 - Sge Comercio De Material Didatico Ltda, 6 5 - - - 482 - Sistema P H De Ensino Ltda, - 2,027 - 18 - - - Somos Operações Escolares SA, 42 - - 4,197 29,192 - - Saber Serviços Educacionais SA, - 5,041 - - - - 101,801 Sociedade Educacional Doze De Outubro Ltda, - 232 - - - - - Saber Serviços Educacionais as 1,012 - - - - - - Editora E Distribuidora Educacional as - - - 12,955 - - - 38,141 17,062 149,600 49,244 29,192 1,219 1,640,947 |
Schedule of transactions with related parties | Year ended December 31, 2020 Year ended December 31, 2019 October 11, 2018 to December 31, 2018 Transactions held: Revenues Finance costs Cost Sharing (note 20 Sublease (note 20 Revenues Finance costs (i) Revenues Finance costs Cogna Educação S.A. - 48,432 - - - 86,839 - - Somos Educação S.A. - 278 - - - - - - Editora Atica S.A. 7,287 229 11,989 15,364 - - - - Editora Scipione SA. 1,551 - - - - - - - Colégio Manauara Lato Sensu Ltda. 3,139 - - - - - - - Maxiprint Editora Ltda. 612 - - - - - - - Saraiva Educacao SA. 3,364 - - 3,739 - - - - Sociedade Educacional Parana Ltda. 795 - - - - - - - Acel Administracao De Cursos Educacionais Ltda. 1,230 - - - - 283 - Sociedade Educacional Neodna Cuiaba Ltda. 367 - - - 1,307 - - - Ecsa Escola A Chave Do Saber Ltda. 657 - - - - - - - Colégio Motivo Ltda. 1,308 - - - - - 316 - Sistema P H De Ensino Ltda. 5,776 - - - 1,909 - 3,267 - Saber Serviços Educacionais S.A. 1,254 6,740 - 729 4,642 5,744 - 25,591 Sociedade Educacional Doze De Outubro Ltda 295 - - - 1,770 - 134 - Editora E Distribuidora Educacional SA. 1,841 - 36,144 1,489 469 - 592 - Somos Operações Escolares SA. - - - - 1,647 - - - Escola Mater Christi 246 - - - - - 120 - Colegio JAO Ltda. 387 - - - 311 - 127 - Centro Educacional Leonardo Da Vinci SS 1,319 - - - 511 - - - Nucleo Brasileiro de Estudos Avancados Ltda 423 - - - - - - - Papelaria Brasiliana Ltda 1,287 - - - - - - - Sociedade Educacional Alphaville SA 317 - - - - - - - Sociedade Educacional NEODNA Cuiaba Ltda - EPP 367 - - - - - - - Others - - - 362 134 - 72 - 33,822 55,679 48,133 21,683 12,700 92,583 4,911 25,591 (i) Refers to debentures interest; see Note 14 |
Schedule of commercial lease and sublease agreements with related parties | Entity (Sublessor) Counterpart sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S,A (“EDE”) Somos Sistemas de Ensino S.A. R$ 390 September 30, 2025 Inflation index São Paulo (São Paulo) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$ 439 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. SGE Comércio de Material Didático Ltda, (“SGE”), R$ 15 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Somos Idiomas S.A. R$ 3 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Saraiva Educação S,A, (“Sariva”) R$ 113 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Livraria Livro Fácil Ltda,(“Livro Fácil”) R$ 82 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Editora e Distribuidora Educacional S,A (“EDE”) R$ 43 September 30, 2025 Inflation index São Paulo (São José dos Campos) Lessee Entity Counterpart lease agreement (Lessor) Monthly payments Maturity Rate State of the property in use Somos Sistemas de Ensino S.A. Editora Scipione S.A. R$ 35 60 Inflation index Pernambuco (Recife) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$ 30 60 Inflation index Bahia (Salvador) |
Schedule of key management personnel compensation expenses | December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Short-term employee benefits (i) 6,982 11,430 155 Share-based compensation plan (ii) 33,594 1,372 475 40,576 12,802 630 (i) The Company, as a result of COVID- 19 (ii) Refers substantially to share-based compensation plan, considered as IPO Bonus, which included payroll charges. |
Provision for tax, civil and _3
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | |
Schedule of contingent liabilities | December 31, 2020 December 31, 2019 Proceedings whose likelihood of loss is probable Tax proceedings (i) 575,724 557,782 Labor proceedings (ii) 6,591 9,967 Civil proceedings - 1 582,315 567,750 Liabilities assumed in Business Combination Labor proceedings (ii) 31,305 41,226 Civil proceedings 313 31 31,618 41,257 Total of provision for tax, civil and labor losses 613,933 609,007 (i) Primarily refers to income tax positions taken by the predecessor Somos (Vasta Predecessor) and the Company (Sucessor) 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 jurisprudence on a similar tax case also reached in 2018 , the Company reassessed this income tax position and recorded a liability, including interest and penalties, in the Consolidated Carve-out Financial Statements, (ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary differential, night shift premium, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. |
Schedule of changes in provision for contingent liabilities | December 31, 2019 Additions Reversals Interest Total effect on the result Payments December 31, 2020 Tax proceedings 557,783 10,651 ( 4,189 ) 11,479 20,836 - 572,724 Labor proceedings 51,193 2,093 ( 9,538 ) 1,805 ( 5,640 ) ( 7,657 ) 37,896 Civil proceedings 31 430 ( 102 ) 13 341 ( 59 ) 313 Total 609,007 13,174 ( 13,829 ) 13,297 15,537 ( 7,716 ) 613,933 Reconciliation with profit or loss for the period Finance expense - - ( 13,297 ) General and administrative expenses ( 11,737 ) 13,829 - Income tax and social contribution ( 1,437 ) - - Total ( 13,174 ) 13,829 ( 13,297 ) As of December 31, 2018 Additions Reversals Interest Total effect on the result Payments December 31, 2019 Tax proceedings 502,764 16,339 ( 699 ) 39,379 55,019 - 557,783 Labor proceedings 49,652 4,133 ( 4,585 ) 1,993 1,541 - 51,193 Civil proceedings 2,149 65 ( 2,239 ) 56 ( 2,118 ) - 31 Total 554,565 20,537 ( 7,523 ) 41,428 54,442 - 609,007 Reconciliation with profit or loss for the period Finance expense - - ( 41,428 ) General and administrative expenses ( 4,198 ) 7,523 - Income tax and social contribution ( 16,339 ) - - Total ( 20,537 ) 7,523 ( 41,428 ) |
Schedule of judicial deposits and escrow accounts | December 31, 2020 December 31, 2019 Tax proceedings 2,004 1,419 Labor proceedings - 955 Indemnification asset -Former owner 2,003 5,476 Indemnification asset – Related Parties (i) Note 20 153,714 149,600 Escrow-account (ii) 15,027 15,482 172,748 172,932 (i) Refers to an indemnification asset from the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 153,714 149,600 20 (ii) Refers to guarantees received as a consequence of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize. |
Current and Deferred Income T_4
Current and Deferred Income Tax and Social Contribution (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Current and Deferred Income Tax and Social Contribution | |
Schedule of reconciliation of income tax and social contribution expense | As of December 31, 2020 As of December 31, 2019 From October 11 to December 31, 2018 Loss before income tax and social contribution for the year ( 71,053 ) ( 90,315 ) 3,690 Nominal statutory rate of income tax and social contribution 34 % 34 % 34 % IRPJ and CSLL calculated at the nominal rates 24,158 30,707 ( 1,255 ) Permanent Additions 1,246 ( 1,100 ) ( 3,475 ) Total IRPJ and CSLL 25,404 29,607 ( 4,730 ) Current IRPJ and CSLL in the result 7,874 ( 22,113 ) ( 4,750 ) Deferred IRPJ and CSLL in the result 17,530 51,720 20 25,404 29,607 ( 4,730 ) Effective tax rate of Income and social contribution tax expenses 36 % 33 % 128 % |
Schedule of changes in deferred income tax and social contribution assets and liabilities | October 11 to December 31, 2018 Effect on profit (loss) As of December 31, 2018 First adoption of IFRS 16 Effect on profit (loss) Effect on Parent´s Net Investment (i) As of December 31, 2019 Income tax/social contribution: I ncome tax and social contribution losses carryforwards 119,557 ( 9,058 ) 110,499 - 6,573 ( 85,719 ) 31,353 Temporary Differences: I mpairment losses on trade receivables 9,068 ( 2,536 ) 6,532 - 1,129 ( 931 ) 6,730 Provision for obsolete inventorie 25,906 ( 1,287 ) 24,619 - ( 19,289 ) 2,423 7,753 I mputed interest on supplier ( 428 ) ( 9,938 ) ( 10,366 ) - 8,477 ( 1,414 ) ( 3,303 ) Provision for risks of tax, civil and labor losses 3,624 2,243 5,867 - 15,497 ( 1,175 ) 20,189 Refund liabilities and right to returned good 12,162 5,805 17,967 - ( 6,170 ) 3,201 14,998 Lease Liabilities - - - 1,508 1,308 778 3,594 F air value adjustments on business combination (i) ( 90,889 ) 12,997 ( 77,892 ) - 46,574 832 ( 30,486 ) O ther termporary provision 8,951 1,794 10,745 - ( 2,379 ) ( 1,854 ) 6,512 Deferred Assets, net 87,951 20 87,971 1,508 51,720 ( 83,859 ) 57,340 (i) On December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ ( 83,859 As of December 31, 2019 Effect on profit (loss) Effect on Parent´s Equity (i) (note 1.4 As of December 31, 2020 Income tax/social contribution: Income tax and social contribution losses carryforwards (iii) 31,353 137,228 13,676 182,257 Temporary Differences: Impairment losses on trade receivables 6,730 2,813 - 9,543 Provision for obsolete inventories 7,753 ( 4,490 ) - 3,263 Imputed interest on suppliers ( 3,303 ) 2,559 - ( 744 ) Provision for risks of tax, civil and labor losses 20,189 ( 1,051 ) - 19,138 Refund liabilities and right to returned goods 14,998 ( 4,095 ) - 10,903 Lease Liabilities 3,594 1,170 - 4,764 Goodwill and fair value adjustments on business combination (ii) ( 30,486 ) ( 120,112 ) - ( 150,598 ) Other temporary difference 6,512 3,508 - 10,020 Deferred Assets, net 57,340 17,530 13,676 88,546 (i) Refers to the tax effect over temporary differences, specifically IPO costs capitalization recorded in the Somos Sistemas de Ensino S.A. (Company’s affiliate) being its effects on equity and counterparty on deferred tax assets financial statement line. Here is important to enhance that part of IPO costs, that included auditing, lawyer’s advisor, banks fees and other directly costs attributable to the IPO were paid by the Company. The Parent Company, Vasta Platform, does not accrued deferred tax assets. (ii) Goodwill and fair value adjustments on business combination comprise three (iii) Refers to tax losses carryforwards accumulated supported by the Company’s forecasts of the future profitability. |
Shareholder's Equity (Tables)
Shareholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Shareholder's Equity | |
Schedule of RSU's plans by share units | Vasta Plans December 31, 2019 Employees Shares transferred from Cogna to the Company (c) Share units granted July Share units granted in November Share units to be issued and delivered December 31, 2020 Bonus Vasta Plan to Vasta (a) - - 142,323 - ( 142,323 ) - Bonus Vasta Plan to Cogna (a) - - 269,080 - ( 269,080 ) - Long term investment – Vasta to Vasta and Cogna (b) - 29,736 821,918 80,950 - 932,604 Total - 29,736 1,233,321 80,950 ( 411,404 ) 932,603 (a) IPO Bonus – Part of RSUs were considered as IPO Bonus, being 411,404 19,00 5.14 29,124 10,408 1 (b) Long Term Investment – (“ILP”) – The Company compensates part of its employees and management. This plan will grant up to 3 five 5 30 (c) On July 31, 2020, part of Vasta management eligible to Cogna Plan had cancelled 330,322 29,736 |
Schedule of earning per share | December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Loss Attributable to Parent Entity ( 45,649 ) ( 60,708 ) ( 1,040 ) Weighted average number of ordinary shares outstanding (thousand) (i) 83,012 83,012 83,012 Effects of diluition from ordinary potential shares- weighted averaged (thousand) Share based- compensation ("Long term Plan") (ii) 903 - - Share based - compensation ("Bonus IPO") (ii) 411 - - Share based plan Migrated Cogna to Vasta (iii) 30 - - Total dilution effect 1,344 - - Basic loss per share - R$ ( 0.5499 ) ( 0.7313 ) ( 0.0125 ) Diluted loss per share - R$ ( 0.5499 ) ( 0.7313 ) ( 0.0125 ) (i) The Company does not change its number of voting rights since the IPO on July 31, 2020. In the periods ended as of December 31, 2019 and from October 11 to December 2018 the company considered the number of shares the same of December 31, 2020. (ii) Refers to the share-based payments plans (“ILP”) and Bonus IPO, see item “Vasta Share Units Plan”. (iii) Refers to the Cogna Plan migrated to the Vasta Plan as restructuring in 2020 330,222 29,736 |
Net Revenue from sales and Se_4
Net Revenue from sales and Services (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Net Revenue from sales and Services | |
Schedule of revenue by categories | December 31, 2020 December 31, 2019 October 11 to December 31, 2018 Learning Systems Gross revenue 608,200 542,070 101,097 Deductions from gross revenue Taxes ( 40 ) ( 79 ) ( 624 ) Discounts ( 8,603 ) ( 37,989 ) ( 3,263 ) Returns ( 17,553 ) ( 9,350 ) ( 1,443 ) Net revenue 582,003 494,652 95,767 Textbooks Gross revenue 308,298 339,535 138,017 Deductions from gross revenue Taxes ( 250 ) ( 2,251 ) ( 858 ) Discounts - - - Returns ( 72,488 ) ( 58,757 ) ( 28,867 ) Net revenue 235,560 278,527 108,292 Complementary Education Services Gross revenue 63,491 33,106 1,725 Deductions from gross revenue Taxes ( 17 ) ( 37 ) - Discounts ( 6 ) ( 1 ) - Returns ( 2,880 ) ( 1,880 ) ( 39 ) Net revenue 60,588 31,188 1,686 Other services (i) Gross revenue 34,118 83,094 32,408 Deductions from gross revenue Taxes ( 3,864 ) ( 3,686 ) ( 1,230 ) Discounts - ( 911 ) ( 424 ) Returns - ( 605 ) ( 20 ) Net revenue 30,254 77,892 30,734 Total Content & EdTech Gross revenue 1,014,107 997,805 273,247 Deductions from gross revenue Taxes ( 4,171 ) ( 6,053 ) ( 2,712 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 92,921 ) ( 70,592 ) ( 30,369 ) Net revenue 908,406 882,259 236,479 Total Digital Services - Ecommerce Gross revenue 97,632 112,352 10,901 Deductions from gross revenue Taxes ( 2,261 ) ( 3,239 ) ( 481 ) Returns ( 6,149 ) ( 1,689 ) ( 538 ) Net revenue 89,222 107,424 9,882 Total Gross revenue 1,111,739 1,110,157 284,148 Deductions from gross revenue Taxes ( 6,431 ) ( 9,292 ) ( 3,193 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 99,071 ) ( 72,281 ) ( 30,907 ) Net revenue 997,628 989,683 246,361 Sales 967,374 971,250 241,221 Services 30,254 18,433 5,140 Net revenue 997,628 989,683 246,361 (i) Refers also to revenue from sales of textbooks used in preparatory courses for university admission exams. |
Costs and Expenses by Nature (T
Costs and Expenses by Nature (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Costs and Expenses by Nature | |
Schedule of costs and expenses by nature | December 31, 2020 December 31, 2019 October 11 to 'December 31, 2018 Salaries and payroll charges (i) ( 279,523 ) ( 200,621 ) ( 62,376 ) Raw materials and productions costs ( 216,791 ) ( 238,635 ) ( 27,267 ) Depreciation and amortization ( 174,088 ) ( 164,932 ) ( 21,770 ) Editorial costs ( 52,794 ) ( 61,281 ) ( 21,638 ) Copyright ( 59,597 ) ( 61,975 ) ( 20,473 ) Advertising and publicity ( 88,965 ) ( 60,416 ) ( 17,091 ) Utilities, cleaning and security ( 19,499 ) ( 11,869 ) ( 9,379 ) Rent and condominium fees ( 14,278 ) ( 20,375 ) ( 7,929 ) Third-party services ( 23,904 ) ( 26,406 ) ( 3,817 ) Travel ( 8,760 ) ( 12,471 ) ( 3,664 ) Consulting and advisory services ( 25,269 ) ( 16,028 ) ( 2,910 ) Impairment losses on trade receivables ( 25,015 ) ( 4,297 ) ( 2,283 ) Material ( 3,708 ) ( 1,087 ) ( 1,762 ) Taxes and contributions ( 2,066 ) ( 3,278 ) ( 267 ) Reversal (provision) for tax, civil and labor risks 2,092 3,325 19 Provision for obsolete inventories ( 4,057 ) ( 6,831 ) 3,098 Income from lease and sublease agreements with related parties 21,683 - - Other income, net 4,283 ( 20,052 ) ( 5,858 ) ( 970,256 ) ( 907,229 ) ( 205,367 ) Cost of sales and services ( 378,003 ) ( 447,049 ) ( 69,903 ) Commercial expenses ( 165,169 ) ( 184,592 ) ( 51,151 ) General and administrative expenses ( 406,352 ) ( 276,427 ) ( 84,898 ) Impairment loss on accounts receivable ( 25,015 ) ( 4,297 ) ( 2,283 ) Other operating income, net 4,283 5,136 2,868 ( 970,256 ) ( 907,229 ) ( 205,367 ) (i) Increase impacted by Bonus IPO expenses recognized in the statement of consolidated Profit and loss, amount R$ 50,580 and also business acquisitions occurred in 2020 . |
Finance result (Tables)
Finance result (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Finance result | |
Schedule of finance result (net) | December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Finance income Income from financial investments and marketable securities (i) 16,907 1,703 1,810 Other finance income 4,077 3,713 2,100 20,984 5,416 3,910 Finance costs Interest on bonds and financing (ii) ( 52,935 ) ( 92,583 ) ( 25,611 ) Imputed interest on suppliers (v) ( 13,854 ) ( 24,612 ) ( 6,817 ) Interest on Loans from related parties (iv) ( 3,344 ) - - Bank and collection fees (iii) ( 17,771 ) ( 847 ) ( 607 ) Interest on provision for tax, civil and labor risks ( 13,297 ) ( 41,428 ) ( 6,591 ) Interest on Lease Liabilities ( 15,077 ) ( 16,312 ) - Other finance costs ( 3,131 ) ( 2,403 ) ( 1,588 ) ( 119,409 ) ( 178,185 ) ( 41,214 ) Financial Result (net) ( 98,425 ) ( 172,769 ) ( 37,304 ) (i) Refers to income from Marketable Securities financial income, due to IPO process occurred on July 31, 2020. (ii) Refers to the Bonds with related parties, which include Saber Serviços Educacionais (“Saber”), which the principal and interests are being paid. (iii) Refers substantially to bank and collection fees incurred in connection with certain bank transactions for example, IPO cash remittance from the USA to Brazil and bank fees related to Bank settlements. (iv) Refers to interest on loans with related parties (see note 20 (v) Refers to interest on reverse factoring that as of December 31, 2019 amounted by R$ 302,104 (R$ 94,930 as suppliers and R$ 207,174 as suppliers – related parties) and as of December 31, 2020, R$ 110,513 . |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting | |
Schedule of business' revenue, its reconciliation to "profit (loss) before finance result and tax", assets and liabilities by reportable segment | December 31, 2020 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 908,406 89,222 997,628 Cost of goods sold and services ( 301,882 ) ( 76,121 ) ( 378,003 ) Operating income (expenses) General and administrative expenses ( 382,740 ) ( 19,329 ) ( 402,069 ) Commercial expenses ( 152,659 ) ( 12,510 ) ( 165,169 ) Other operating income, net - - - Impairment losses on trade receivables ( 25,015 ) - ( 25,015 ) Profit before finance result and taxes 46,110 ( 18,738 ) 27,372 Assets 6,848,198 130,072 6,978,270 Current and non-current liabilities 2,141,107 51,847 2,192,953 December 31, 2019 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 882,259 107,424 989,683 Cost of goods sold and services ( 359,730 ) ( 87,319 ) ( 447,049 ) Operating income (expenses) General and administrative expenses ( 260,338 ) ( 16,089 ) ( 276,427 ) Commercial expenses ( 181,681 ) ( 2,911 ) ( 184,592 ) Other operating net income 5,136 - 5,136 Impairment losses on trade receivables ( 4,297 ) - ( 4,297 ) (Loss) Profit before financial income and taxes 81,349 1,105 82,454 Assets 6,055,892 111,902 6,167,794 Current and non-current liabilities 2,955,764 111,947 3,067,711 From October 11 to December 31, 2018 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 236,479 9,882 246,361 Cost of goods sold and services ( 64,701 ) ( 5,202 ) ( 69,903 ) Operating income (expenses) General and administrative expenses ( 83,963 ) ( 935 ) ( 84,898 ) Commercial expenses ( 49,346 ) ( 1,805 ) ( 51,151 ) Other operating income, net 2,868 - 2,868 Impairment losses on trade receivables ( 2,283 ) - ( 2,283 ) Profit before finance result and taxes 39,054 1,940 40,994 Assets 6,092,753 46,938 6,139,691 Current and non-current liabilities 2,834,102 37,088 2,871,190 |
Preparation basis and present_3
Preparation basis and presentation of Combined Carve-out Financial Statements - Vasta Platform (Successor) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Vasta Platform (Successor) | Somos Group | |
Preparation basis and presentation of Combined Carve-out Financial Statements | |
Schedule of assets and liabilities acquired for business combination | Current assets 648,600 Cash and cash equivalents 160,967 Trade receivables 140,991 Inventories (i) 281,708 Taxes recoverable 34,508 Prepayments 27,400 Other receivables 3,026 Non-current assets 2,121,706 Property, plant and equipment 56,852 Intangible assets - Trademarks (ii) 614,958 Intangible assets – Contractual Portfolio (iii) 1,109,388 Other intangible assets 87,939 Deferred tax assets 84,187 Judicial deposits and escrow accounts (v) 168,302 Other receivables 80 Current liabilities 879,381 Bonds and financing 311,030 Suppliers 414,095 Taxes payable 793 Salaries and social contributions 85,021 Contract liabilities and deferred income 57,355 Other liabilities 11,087 Non-current liabilities 1,881,188 Bonds and financing 1,322,270 Accounts payable for business combination 10,589 Provision for risks of tax, civil and labor losses (iv) 544,328 Other liabilities 4,001 Net Assets (A) 9,737 Total of Consideration paid for the Business (B) (vi) 3,296,000 Goodwill (B - A) (vii) 3,286,263 (i) Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. (ii) Trademark-related intangible asset’s fair value was obtained based on: net revenue was estimated taking into account the contractual customer relationships existing on the acquisition date; royalty rates of 6 7.2 13 (iii) The following assumptions were used to determine the contractual portfolio’s fair value: the same estimated revenue described in the previous item was considered, with an average contract termination period of three three 13.5 0.5 (iv) Provisions for contingent liabilities assumed by the Business were recognized when potential non-compliance with labor and civil legislation arising from past practices of Somos were identified. Thus, at acquisition date, the Business assessed whether there was a present obligation and if the fair value could be measured reliably. Fair value was estimated based on the evaluation of available evidence, including the advice of internal and external legal advisors. (v) Includes an indemnification asset from the seller in connection with the acquisition of Somos by Cogna Group, in order to indemnify the Business for any and all losses that may be incurred related to all contingencies or lawsuits events related to the Predecessor up to the maximum amount of R$ 149.6 (vi) Refers to consideration paid for other businesses of Somos Educação S.A. that are not part of these combined carve-out financial statements. (vii) Goodwill is recognized based on expected synergies from combining the operations of the acquiree and the acquiror, as well as due to an expected increase in the Business’ market-share due to the penetration of the business products and services in regions where the Business did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Business (i.e. when the Business merges or spin off the businesses acquired) and therefore the tax and accounting basis of the net assets acquired are the same as of the acquisition date. In this regard, as the Business considers it will be entitled to the deductibility of the amortization or depreciation of the net assets acquired after the completion of the corporate restructuring referred to in note 1 two 19 |
New standards and interpretat_3
New standards and interpretations - Vasta Platform (Successor) (Tables) - Vasta Platform (Successor) | 12 Months Ended |
Dec. 31, 2019 | |
New standards and interpretations | |
Schedule of opening balance adjustments in financial position for adoption of new accounting standard | December 31, 2018 Opening Balance adjustments January 1, 2019 Non-current assets Property, plant and equipment 58,306 150,311 208,617 Deferred Income Tax and Social Contribution — 3,278 3,278 58,306 153,589 211,895 Current liabilities Lease Liabilities — 13,274 13,274 Non-current liabilities Lease Liabilities — 140,598 140,598 — 153,872 153,872 Parent’s net investment 3,268,501 ( 283 ) 3,268,218 |
Schedule of accounting impacts of adoption of new accounting standard on statement of profit or loss and other comprehensive income | December 31, 2019 Depreciation 19,560 Financial Expenses ( 16,312 ) Deferred income tax and social contribution ( 2,167 ) |
Schedule of changes in operating lease commitments [Table Text Block] | Operating lease commitments as at December 31, 2018, according to IAS 17 239,144 Extension option reasonably certain to be exercised 43,096 Short-term leases exeptions ( 4,317 Discounted using the incremental borrowing rate at January 1, 2019 ( 124,051 153,872 |
Significant accounting polici_5
Significant accounting policies - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Significant accounting policies | ||
Schedule of estimated useful lives of property, plant and equipment | Years Property, buildings, and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 | |
Vasta Platform (Successor) | ||
Significant accounting policies | ||
Schedule of estimated useful lives of property, plant and equipment | Years Property, Buildings and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 Land (for finance leasings) 10 |
Financial Risk Management - V_2
Financial Risk Management - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Risk Management | ||
Schedule of Interest rates contracted | December 31, 2020 December 31, 2019 Interest rate Bonds Private Bonds – 5 1 14 100,892 101,802 CDI + 1.15 Private Bonds – 5 2 14 102,868 101,765 CDI + 1.00 Private Bonds – 6 1 14 - 305,368 CDI + 0.90 Private Bonds – 6 2 14 206,733 204,047 CDI + 1.70 Private Bonds – 7 14 381,850 814,086 CDI + 1.15 Private Bonds – 8 14 - 113,879 CDI + 1.00 Financing and Lease Liabilities - Mind Makers (Note 14 998 - TJPLP + 5 Lease Liabilities (Note 16 173,103 153,714 IPCA Accounts Payable for Business Combination (Note 18 48,055 10,941 100 Loans from related parties (Note 20 20,884 29,192 CDI + 3.57 1,035,383 1,834,794 | |
Schedule of financial liabilities by maturity ranges | December 31, 2020 Less than one Between one two Over two Total Bonds (Note 14 502,882 290,459 - 793,341 Lease Liabilities (Note 16 18,263 30,968 123,872 173,103 Accounts Payable for business combination (Note 18 17,132 13,811 17,112 48,055 Suppliers (Note 15 168,941 - - 168,941 Reverse Factoring (Note 15 110,513 - - 110,513 Other liabilities - related parties (Note 20 135,307 - - 135,307 Loans from related parties (Note 20 20,884 - - 20,884 973,922 335,238 140,984 1,450,144 | |
Schedule of financial liabilities by maturity ranges for estimated amounts payable based on undiscounted contractual amounts | December 31, 2020 Less than one Between one two Over two Total Bonds 520,699 300,750 - 821,449 Lease Liabilities 18,836 31,940 127,762 178,538 Accounts Payable for business combination 17,739 14,300 17,718 49,758 Suppliers 168,941 - - 168,941 Reverse Factoring 117,796 - - 117,796 Other liabilities - related parties 135,307 - - 135,307 Loans from related parties 21,667 - - 21,667 1,000,986 346,991 145,480 1,493,457 | |
Schedule of sensitivity analysis of potential losses from financial instruments | Index - % per year Balance as of Base scenario Scenario I Scenario II Financial Assets 101.7 300,147 8,418 10,523 12,627 Marketable Securities 104 491,102 13,774 17,217 20,661 791,249 22,192 27,740 33,288 Accounts Payable for Business Combination 100 ( 48,055 ( 1,325 ( 1,657 ( 1,988 Loans from related parties CDI + 3.57 ( 20,884 ( 1,321 ( 1,465 ( 1,609 Bonds CDI + 1.15 ( 793,341 ( 31,002 ( 36,472 ( 41,942 ( 862,280 ( 33,648 ( 39,594 ( 45,539 Net exposure ( 71,031 ( 11,456 ( 11,854 ( 12,251 Interest Rate -% p.a - - 2.76 3.45 4.14 - - - 25 50 | |
Vasta Platform (Successor) | ||
Financial Risk Management | ||
Schedule of Interest rates contracted | At December 31, 2019 At December 31, 2018 Interest rate Bonds Private Bonds – 4 — 613,001 CDI + 0,90 Private Bonds – 4 — 204,334 CDI + 1,70 Private Bonds – 5 101,802 821,221 CDI + 1,15 Private Bonds – 5 101,765 — CDI + 1,00 Private Bonds – 6 305,368 — CDI + 0,90 Private Bonds – 6 204,047 — CDI + 1,70 Private Bonds – 7 814,086 — CDI + 1,15 Private Bonds – 8 113,879 — CDI + 1,00 Financing and Lease Liabilities 153,714 19,911 IPCA Accounts Payable for Business Combination 10,941 10,708 100 Total 1,805,602 1,669,175 | |
Schedule of financial liabilities by maturity ranges | At December 31, 2019 Less than one Between one and two Over two Total Bonds 440,947 1,200,000 — 1,640,947 Lease Liabilities 7,101 29,323 117,290 153,714 Accounts Payable for business combination 1,772 1,030 8,139 10,941 Suppliers 128,728 — — 128,728 Reverse Factoring 94,930 — — 94,930 Suppliers - related Parties 207,174 — — 207,174 Other liabilities - related parties 49,244 — — 49,244 Loans from related parties 29,192 — — 29,192 959,088 1,230,353 125,429 2,314,870 | |
Schedule of financial liabilities by maturity ranges for estimated amounts payable based on undiscounted contractual amounts | At December 31, 2019 Less than one Between one and two Over two Total Bonds 467,227 1,271,519 — 1,738,746 Lease Liabilities 7,357 30,379 121,512 159,248 Accounts Payable for business combination 1,878 1,091 8,624 11,593 Suppliers 128,728 — — 128,728 Reverse Factoring 101,186 — — 101,186 Suppliers - related parties 222,090 — — 222,090 Other liabilities - related parties 49,244 — — 49,244 Loans from related parties 29,192 — — 29,192 1,006,901 1,302,989 130,137 2,440,027 | |
Schedule of sensitivity analysis of potential losses from financial instruments | Index - % per year Balance as Of December 31, 2019 Base scenario Scenario I Scenario II Financial Assets 101,7 42,539 2,578 3,223 3,868 Accounts Payable for Business Combination 100 ( 10,941 ) ( 652 ) ( 815 ) ( 978 ) Bonds CDI + 1,15 ( 1,640,947 ) ( 116,670 ) ( 145,837 ) ( 175,005 ) ( 1,651,888 ) ( 117,322 ) ( 146,652 ) ( 175,983 ) Net exposure ( 1,609,349 ) ( 114,744 ) ( 143,429 ) ( 172,115 ) |
Financial Instruments by Cate_5
Financial Instruments by Category - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Instruments by Category | ||
Schedule of financial instruments by category | Fair Value Hierarchy December 31, 2020 December 31, 2019 Assets - Amortized cost Cash and cash equivalents 1 311,156 43,287 Marketable securities 1 491,102 - Trade receivables 2 492,234 388,847 Other receivables 2 124 1,735 Related parties – other receivables 2 2,070 39,946 1,296,686 473,815 Liabilities - Amortized cost Bonds and financing 2 793,341 1,640,947 Lease liabilities 2 173,103 153,714 Reverse Factoring 2 110,513 94,930 Suppliers -related Parties 2 - 207,174 Accounts payable for business combination 2 48,055 10,941 Other liabilities - related parties 2 135,307 47,603 Loans from related parties 2 20,884 29,192 1,281,203 2,184,501 | |
Vasta Platform (Successor) | ||
Financial Instruments by Category | ||
Schedule of financial instruments by category | Fair Value Hierarchy As of December 31, 2019 As of December 31, 2018 Assets - Amortized cost Cash and cash equivalents 1 43,287 102,231 Trade receivables 2 388,847 319,758 Other receivables 2 1,735 9,326 Related parties - other receivables 2 38,141 — 472,010 431,315 Liabilities - Amortized cost Bonds and financing 2 1,640,947 1,638,556 Lease liabilities 2 153,714 19,911 Reverse Factoring 2 94,930 113,002 Suppliers - related Parties 2 207,174 230,816 Account payables for business combination 2 10,941 10,708 Other liabilities - related parties 2 49,244 — Loans from related parties 2 29,192 — 2,186,142 2,012,993 |
Cash and cash equivalents - V_2
Cash and cash equivalents - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash and cash equivalents | ||
Schedule of cash and cash equivalents | December 31, 2020 December 31, 2019 Cash 13 32 Bank account 10,996 716 Financial investments (i) 300,147 42,539 311,156 43,287 (i) The Company invests in a 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 101.7 101.68 | |
Vasta Platform (Successor) | ||
Cash and cash equivalents | ||
Schedule of cash and cash equivalents | As of December 31, 2019 As of December 31, 2018 Cash 33 36 Bank account 716 1,516 Financial investments (i) 42,539 100,679 43,287 102,231 |
Trade receivables - Vasta Pla_2
Trade receivables - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Trade receivables | ||
Schedule of trade receivables | December 31, 2020 December 31, 2019 Trade receivables 501,498 394,309 Related Parties (Note 20 22,791 17,062 ( - ) Impairment losses on trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 | |
Schedule of maturities of trade receivables | December 31, 2020 December 31, 2019 Not yet due 425,327 332,071 Past due Up to 30 8,456 10,403 From 31 60 10,931 7,505 From 61 90 8,764 6,071 From 91 180 15,539 9,506 From 181 360 18,038 16,813 Over 360 12,279 6,894 Total past due 74,007 57,192 Customers in bankruptcy 2,164 5,046 Related parties (note 20 22,791 17,062 Provision for impairment of trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 | |
Schedule of expected credit losses for aging | As of December 31, 2020 As of December 31, 2019 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 0.10 432 0.67 % 2,267 Past due Up to 30 6.19 523 1.81 % 188 From 31 60 12.92 1,413 3.12 % 234 From 61 90 20.64 1,809 5.04 % 306 From 91 180 43.66 6,785 11.10 % 1,056 From 181 360 51.67 9,320 45.37 % 7,628 Over 360 78.26 9,609 84.13 % 5,799 29,891 17,478 Customers in Bankruptcy (i) 100.00 2,164 100.00 % 5,046 Impairment losses on trade receivables 32,055 22,524 (i) During the year ended December 31, 2020 and December 31, 2019, the Company’s Management recorded 100 three | |
Schedule of changes in impairment losses on trade receivables | December 31, 2020 December 31, 2019 Fro m October 11 to December 31, 2018 Opening balance 22,524 19,397 26,616 Additions 29,870 6,936 5,932 Reversals ( 4,855 ) ( 1,975 ) ( 3,649 ) Write offs ( 15,484 ) ( 1,834 ) ( 9,502 ) Closing balance 32,055 22,524 19,397 (i) The Company recognized an additional provision for expected losses due to COVID- 19 (ii) The Company has assessed credits line alongside its customers, and some credit lines were renegotiated. Because of historical losses and lack of prospects of credit recovery alongside those customers, the Company recognized R$ 15,484 1,834 9,502 | |
Vasta Platform (Successor) | ||
Trade receivables | ||
Schedule of trade receivables | As of December 31, 2019 As of December 31, 2018 Trade receivables 394,309 335,354 Related Parties (Note 19 17,062 3,801 (-) Impairment losses on trade receivables ( 22,524 ) ( 19,397 ) 388,847 319,758 | |
Schedule of maturities of trade receivables | As of December 31, 2019 As of December 31, 2018 Not yet due 332,071 302,610 Past due Up to 30 10,403 4,407 From 31 60 7,505 5,193 From 61 90 6,071 5,136 From 91 180 9,506 4,716 From 181 360 16,813 4,649 Over 360 6,894 2,933 Total past due 57,192 27,034 As of December 31, 2019 As of December 31, 2018 Clients on bankuptcy 5,046 5,710 Related parties (note 19 17,062 3,801 Provision for impairment of trade receivables ( 22,524 ) ( 19,397 ) 388,847 319,758 | |
Schedule of expected credit losses for aging | As of December 31, 2019 As of December 31, 2018 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 0.67 % 2,267 0.96 % 2,932 Past due Up to 30 1.81 % 188 8.85 % 390 From 31 60 3.12 % 234 17.89 % 929 From 61 90 5.04 % 306 23.56 % 1,210 From 91 180 11.10 % 1,055 40.18 % 1,895 From 181 360 45.37 % 7,628 74.90 % 3,482 Over 360 84.13 % 5,799 97.14 % 2,849 17,478 13,687 Clients on Bankuptcy (i) 100.00 % 5,046 5,710 Impairment losses on trade receivables 22,524 19,397 (i) During the year ended December 31, 2019 and December 31, 2018, the Business’ Management recorded 100 three | |
Schedule of changes in impairment losses on trade receivables | As of December 31, 2019 October 11 to December 31, 2018 O pening balance 19,397 26,616 A dditio 6,936 366 Cli ents in ba ( 664 ) 5,566 R eversa ( 1,975 ) ( 3,649 ) Wr ite-off against tra ( 1,170 ) ( 9,501 ) Closing balance 22,524 19,397 |
Inventories - Vasta Platform _2
Inventories - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Inventories | ||
Schedule of inventories | December 31, 2020 December 31, 2019 Finished products (i) 168,328 145,006 Work in process 52,322 34,502 Raw materials 20,485 31,033 Imports in progress 2,642 1,143 Right to returned goods (ii) 5,855 10,552 249,632 222,236 (i) That amounts are net of slow-moving items and net realizable value. (ii) Represents the Company’s right to recover products from customers where 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. The right to returned goods provision has been reducing due to changes in the commercial approach alongside with main distributors that allows the Company to be more assertive on sales, even in times of COVID- 19 2019 24 | |
Schedule of changes in provision for inventories | December 31, 2020 December 31, 2019 Fr om October 11 to December 31, 2018 Opening balance 69,080 72,410 75,508 Additions 8,783 9,331 66 (Reversals) ( 4,726 ) ( 2,500 ) ( 3,164 ) Inventory losses (i) ( 10,927 ) ( 10,161 ) - Closing balance 62,210 69,080 72,410 (i) In each year, the Company adjusts inventory based on physical inventory counts conducted in the last quarter of each year. | |
Vasta Platform (Successor) | ||
Inventories | ||
Schedule of inventories | As of December 31, 2019 As of December 31, 2018 Finished products 145,006 140,746 Work in process 34,502 26,953 Raw materials 31,033 79,720 Imports in progress 1,143 850 Right to returned goods (i) 10,552 13,913 222,236 262,182 (i) Represents the Business’ right to recover products from customers where customers exercise their right of return under the Business’ returns policies. | |
Schedule of changes in provision for inventories | As of December 31, 2019 October 11 to December 31, 2018 O pening balan 72,410 75,508 A dditio 9,331 66 (Re versa ( 2,500 ) ( 3,164 ) In ventory lo ( 10,161 ) — Closing balance 69,080 72,410 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment | ||
Schedule of property, plant and equipment | December 31, 2020 December 31, 2019 Weighted average depreciation rate Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10 33 27,036 ( 25,557 ) 1,479 26,244 ( 23,758 ) 2,486 Furniture, equipment and fittings 10 33 36,314 ( 26,406 ) 9,908 36,268 ( 23,902 ) 12,366 Property, buildings and improvements 5 20 51,407 ( 31,429 ) 19,978 46,420 ( 26,738 ) 19,682 In progress - 315 - 315 4,538 - 4,538 Right of use assets 12 241,906 ( 82,033 ) 159,873 209,229 ( 63,793 ) 145,436 Land 10 453 - 453 453 - 453 Total 357,431 ( 165,425 ) 192,006 323,152 ( 138,191 ) 184,961 | |
Schedule of changes in property, plant and equipment | IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets (i) Land Total As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 Additions 758 22 828 34 35,925 - 37,567 Additions by business combination 59 152 - - - - 211 Disposals ( 25 ) ( 128 ) ( 98 ) - ( 3,248 ) - ( 3,499 ) Depreciation ( 1,799 ) ( 2,504 ) ( 4,691 ) - ( 18,240 ) - ( 27,234 ) Transfers - - 4,257 ( 4,257 ) - - - As of December 31, 2020 1,479 9,908 19,978 315 159,873 453 192,006 (i) Refers substantially to IFRS 16 20,358 15,567 16 IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land Total As of December 31, 2018 3,213 15,010 20,177 - - 19,906 58,306 Opening balance - IFRS 16 - - - - 154,681 - 154,681 As of January 01, 2019 3,213 15,010 20,177 - 154,681 19,906 212,987 Additions 1,339 2,958 3,973 4,538 31,177 - 43,985 Disposals - ( 3,827 ) - - ( 40,316 ) - ( 44,143 ) Depreciation ( 2,066 ) ( 1,775 ) ( 4,468 ) - ( 19,559 ) - ( 27,868 ) Transfers (i) - - - - 19,453 ( 19,453 ) - As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 | |
Vasta Platform (Successor) | ||
Property, Plant and Equipment | ||
Schedule of property, plant and equipment | Depreciation weighted average rate December 31, 2019 December 31, 2018 Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10 33 26,244 ( 23,758 2,486 24,976 ( 21,763 3,213 Furniture, equipment and fittings 10 33 36,268 ( 23,902 12,366 28,585 ( 13,575 15,010 Buildings & improvements 5 20 46,420 ( 26,738 19,682 51,393 ( 31,216 20,177 In progress — 18,589 ( 14,050 4,539 — — — Right of use assets 20 205,270 ( 59,834 145,436 — — — Land (finance leasing) 10 4,412 ( 3,959 453 21,308 ( 1,402 19,906 Total 337,203 ( 152,242 184,961 126,262 ( 67,956 58,306 | |
Schedule of changes in property, plant and equipment | IT equipment Furniture equipment and fittings Property, buildings and improvement In progress Right of use assets Land Total At October 11, 2018 2,137 7,093 16,752 9,760 — 21,308 57,050 Additions 2,324 3,387 388 — — — 6,099 Disposals ( 940 ) ( 265 ) ( 954 ) ( 724 ) — ( 876 ) ( 3,759 ) Depreciation ( 308 ) ( 33 ) ( 217 ) — — ( 526 ) ( 1,084 ) Transfers — 4,828 4,208 ( 9,036 ) — — — December 31, 2018 3,213 15,010 20,177 — — 19,906 58,306 Opening balance - IFRS 16 — — — — 150,311 — 150,311 At January 01, 2019 3,213 15,010 20,177 — 150,311 19,906 208,617 Additions 1,339 2,958 3,973 4,539 31,177 — 43,985 Disposals (i) — ( 3,827 ) — — ( 35,945 ) — ( 39,772 ) Depreciation ( 2,066 ) ( 1,775 ) ( 4,468 ) — ( 19,560 ) — ( 27,869 ) Transfers — — — — 19,453 ( 19,453 ) — At December 31, 2019 2,486 12,366 19,682 4,539 145,436 453 184,961 (i) The disposals of R$ 35,945 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets and Goodwill | ||
Schedule of intangible assets and goodwill | December 31, 2020 December 31, 2019 Weighted average amortization rate Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Software 15 204,213 ( 120,798 ) 83,415 276,542 ( 200,217 ) 76,325 Trademarks 5 631,935 ( 58,349 ) 573,586 614,958 ( 30,923 ) 584,035 Customer Portfolio 8 1,113,792 ( 184,934 ) 928,858 1,109,388 ( 98,666 ) 1,010,722 Goodwill - 3,307,805 - 3,307,805 3,286,263 - 3,286,263 Platform content production 33 53,069 ( 29,248 ) 23,821 28,880 ( 19,454 ) 9,426 In progress - 999 - 999 14,051 - 14,051 Other Intangible assets 33 38,283 ( 32,040 ) 6,243 18,090 ( 13,527 ) 4,563 5,350,096 ( 425,369 ) 4,924,726 5,348,172 ( 362,787 ) 4,985,385 | |
Schedule of changes in intangible assets and goodwill | Software Customer Portfolio Trademarks Platform content production (i) Other Intangible assets In progress Goodwill Total As of December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 Additions 11,813 - - 24,189 603 6,188 - 42,793 Additions by business combination (note 5 - 4,625 16,060 - 1,340 - 21,542 43,567 Disposals ( 77 ) - - - ( 87 ) - - ( 164 ) Amorization ( 23,861 ) ( 86,517 ) ( 26,506 ) ( 9,794 ) ( 176 ) - - ( 146,854 ) Transfers 19,215 28 ( 3 ) - - ( 19,240 ) - - At December 31, 2020 83,415 928,858 573,586 23,821 6,243 999 3,307,805 4,924,726 (i) Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include substantially “Plurall Digital Transformation” in the amount of approximately R$ 19 9 19 Software Customer Portfolio Trademarks Platform content production Other Intangible assets In progress Goodwill Total As of December 31, 2018 60,088 1,093,885 610,541 - 6,062 30,098 3,286,263 5,086,937 Additions 19,897 - - 10,220 - 7,344 - 37,461 Disposals - - - - ( 1,950 ) - - ( 1,950 ) Amorization ( 18,794 ) ( 83,163 ) ( 26,506 ) ( 794 ) ( 7,806 ) - - ( 137,063 ) Transfers 15,134 - - - 8,257 ( 23,391 ) - - At December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 | |
Schedule of goodwill allocated to each CGU | Content & EdTech Platform 3,297,077 Digital Platform 10,728 3,307,805 | |
Vasta Platform (Successor) | ||
Intangible Assets and Goodwill | ||
Schedule of intangible assets and goodwill | Amortization weighted average rate December 31, 2019 December 31, 2018 Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Softwares 15 276,542 ( 200,217 76,325 256,645 ( 196,557 60,088 Trademarks 5 614,958 ( 30,923 584,035 614,958 ( 4,417 610,541 Customer Portfólio 8 1,109,388 ( 98,666 1,010,722 1,109,388 ( 15,503 1,093,885 Goodwill — 3,286,263 — 3,286,263 3,286,263 — 3,286,263 In progress (i) — 14,051 — 14,051 30,098 — 30,098 Other Intangible assets 33 25,146 ( 11,157 13,989 16,876 ( 10,814 6,062 5,326,348 ( 340,963 4,985,385 5,314,228 ( 227,291 5,086,937 (i) Substantially refers to development of the projects related to Plurall, project to improve the digital platform and other projects related to enterprise resource management (ERP) solutions. | |
Schedule of changes in intangible assets and goodwill | Softwares Custom Portfólio Trademarks Other Intangible assets In progress Goodwill Total At October 11, 2 29,343 1,109,388 614,958 6,030 53,849 3,286,263 5,099,831 Additions 4,168 — — 360 6,158 — 10,686 Disposals ( 2,734 ) — — ( 160 ) — — ( 2,894 ) Amortization ( 598 ) ( 15,503 ) ( 4,417 ) ( 168 ) — — ( 20,686 ) Transfers 29,909 — — — ( 29,909 ) — — At December 31, 2018 60,088 1,093,885 610,541 6,062 30,098 3,286,263 5,086,937 Additions 19,897 — — 10,220 7,344 — 37,461 Disposals — — — ( 1,950 ) — — ( 1,950 ) Amortization ( 18,794 ) ( 83,163 ) ( 26,506 ) ( 8,600 ) — — ( 137,063 ) Transfers 15,134 — — 8,257 ( 23,391 ) — — At December 31, 2019 76,325 1,010,722 584,035 13,989 14,051 3,286,263 4,985,385 | |
Schedule of goodwill allocated to each CGU | Content & EdTech Platform 3,275,535 Digital Platform 10,728 3,286,263 |
Bonds and financing - Vasta P_2
Bonds and financing - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Bonds and financing | ||
Schedule of bonds and financing | December 31, 2019 Additions by business combination (i) Payment of interest Payment (ii) Interest accrued Transfers December 31, 2020 Bonds with Related Parties 440,947 - ( 49,369 ) ( 852,135 ) 52,900 910,400 502,743 Finance Leases - - ( 35 ) - 35 139 139 Current liabilities 440,947 - ( 49,404 ) ( 852,135 ) 52,935 910,539 502,882 Bonds with Related Parties 1,200,000 - - - - ( 910,400 ) 289,600 Finance - 998 - - - ( 139 ) 859 Non-current liabilities 1,200,000 998 - - - ( 910,539 ) 290,459 Total 1,640,947 998 ( 49,404 ) ( 852,135 ) 52,935 - 793,341 (i) On November 21, 2018, MindMakers, which became a subsidiary of the Company in February 2020, entered into a bank credit note (cédula de crédito bancário) in favor of Banco de Desenvolvimento de Minas Gerais S.A. – BDMG, for an aggregate amount of R$ 1,676 72 taxa de juros de longo prazo – TJLP 5 (ii) On August 4, 2020, the Company, substantially settled bonds with related parties amounting to R$ 852,135 29,864 7 1 310,918 8 448,826 9 115,591 7 2 4,671 6 2 1,994 At December 31, 2018 Capitalization of bonds (i) Contribution of bonds (ii) Payment of interest Interest accrued Transfers (iii) December 31, 2019 Bonds 338,556 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 102,910 ) 440,947 Finance lease 1,303 - - - - ( 1,303 ) - Current liabilities 339,859 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 104,213 ) 440,947 Bonds 1,300,000 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 102,910 1,200,000 Finance leases 18,608 - - - - ( 18,608 ) - Non-current liabilities 1,318,608 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 84,302 1,200,000 Total 1,658,467 ( 1,508,297 ) 1,535,800 ( 117,696 ) 92,584 ( 19,911 ) 1,640,947 (i) On September 28, 2019 4 5 1,508,297 (ii) On November 19, 2019 1,535,801 50 (iii) Due to the adoption of IFRS 16 | |
Schedule of bonds' description | As of December 31, 2020 Subscriber Related Parties Related Parties Related Parties Related Parties Issuance 5 5 6 7 Serie Serie 1 Serie 2 Serie 2 Single Date of issuance 03/15/2018 08/15/2018 08/15/2017 08/15/2018 Maturity Date 03/15/2021 08/15/2023 08/15/2022 08/16/2021 First payment after 60 60 60 36 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Semi-annual interest Financials charges CDI + 1.15 CDI + 1.00 CDI + 1.70 CDI + 1.15 Principal amount (in million R$) 100 100 200 378 | |
Schedule of bonds and financing maturities | December 31, 2020 Maturity of installments Total % 2021 502,882 63.4 % 2022 238,881 30.1 % 2023 51,051 6.4 % 2024 527 0.1 % Total non-current liabilities 290,459 36.6 % 793,341 100.0 % December 31, 2019 Maturity of installments Total % 2020 440,947 26.9 % 2021 1,000,000 60.9 % 2022 100,000 6.1 % 2023 100,000 6.1 % Total non-current liabilities 1,200,000 73.1 % 1,640,947 100.0 % | |
Vasta Platform (Successor) | ||
Bonds and financing | ||
Schedule of bonds and financing | At December 31, 2018 Capitalization of bonds(i) Contribution of bonds(ii) Payment of interest Interest accrued Tranfers(iii) December 31, 2019 Bonds with Related Parties 338,556 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 102,910 ) 440,947 Finance leases 1,303 — — — — ( 1,303 ) — Current liabilities 339,859 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 104,213 ) 440,947 Bonds with Related Parties 1,300,000 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 102,910 1,200,000 Finance leases (ii) 18,608 — — — — ( 18,608 ) — Non-current liabilities 1,318,608 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 84,302 1,200,000 Total 1,658,467 ( 1,508,297 ) 1,535,801 ( 117,696 ) 92,583 ( 19,911 ) 1,640,947 O ctober 11, 2018 Payment of interest Interest accrued At December 31, 2018 Bonds with Related Parties 309,302 — 14,106 338,555 Finance leases 1,728 ( 443 ) 20 1,305 Current liabilities 311,030 ( 443 ) 14,126 339,859 Bonds with Related Parties 1,303,663 — 11,485 1,300,001 Finance leases 18,607 — — 18,607 Non-current liabilities 1,322,270 — 11,485 1,318,608 Total 1,633,300 ( 443 ) 25,611 1,658,468 (i) On September 28, 2019, the Cogna Group approved the capitalization of the 4 5 1,508,297 (ii) On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,801 1 50 (iii) Due to the adoption of IFRS 16 14 | |
Schedule of bonds' description | As of December 31, 2019 Subscriber Related Parties (a) Related Parties (a) Related Parties (a) Issuance 5 6 6 Serie Serie 1 Serie 1 Serie 2 Date of issuance 03/15/2018 08/15/2017 08/15/2017 Maturity Date 05/15/2021 08/15/2020 08/15/2022 First payment after 60 36 60 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Financial charges CDI + 1,15% p.a. CDI + 0,90% p.a. CDI + 1,70% p.a. Principal amount (in million R$) 100 300 200 As of December 31, 2019 Subscriber Related Parties (a) Related Parties (a) Related Parties (a) Issuance 7 8 5 Serie Single Single Serie 2 Date of issuance 03/15/2018 10/25/2017 08/15/2018 Maturity Date 09/09/2021 10/25/2020 08/15/2023 First payment after 36 36 60 Remuneration payment Semi-annual interest End of contract Semi-annual interest Financial charges CDI + 1,15% p.a. CDI + 1,00% p.a. CDI + 1,00% p.a. Principal amount (in million R$) 800 100 100 | |
Schedule of bonds and financing maturities | Maturity of installments At December 31, 2019 Total % 2020 440,947 26.9 2021 1,000,000 60.9 2022 100,000 6.1 2023 100,000 6.1 Total non-current liabilities 1,200,000 73.1 1,640,947 100.0 |
Suppliers - Vasta Platform (S_2
Suppliers - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Suppliers | ||
Schedule of trade suppliers | December 31, 2020 December 31, 2019 Local suppliers 128,639 98,824 Related parties (note 20 20,985 1,219 Copyright 19,317 28,685 Reverse factoring (i) 110,513 94,930 279,454 223,658 | |
Vasta Platform (Successor) | ||
Suppliers | ||
Schedule of trade suppliers | As of December 31, 2019 As of December 31, 2018 Local suppliers 98,824 75,251 International suppliers — 2,388 Related parties (note 19 1,219 446 Copyright 28,685 22,387 Reverse Factoring (b) 94,930 113,002 Other — 16,055 223,658 229,529 |
Lease liabilities - Vasta Pla_2
Lease liabilities - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease liabilities | ||
Schedule of lease liabilities | December 31, 2020 December 31, 2019 Opening balance 153,714 - Initial application - IFRS 16 - 153,872 Transfers (note 13 - 19,911 Additions for new lease agreements (ii) 35,925 31,177 Cancelled contracts (i) ( 3,429 ) ( 34,852 ) Renegotiation -COVID impact 19 ( 688 ) - Interest 15,091 16,312 Payment of interest ( 14,675 ) ( 8,685 ) Payment of principal ( 12,835 ) ( 24,021 ) Closing balance 173,103 153,714 Current liabilities 18,263 7,101 Non-current liabilities 154,840 146,613 173,103 153,714 | |
Schedule of fixed and variable lease payments | For the year ended December 31, 2020 2019 Fixed Payments 27,510 32,706 Payments related to short-term contracts and low value assets, variable price contracts (note 24 14,278 20,375 41,788 53,081 | |
Vasta Platform (Successor) | ||
Lease liabilities | ||
Schedule of lease liabilities | Opening balance at December 31, 2018 Initial application - IFRS 16 4 153,872 Transfers (note 13 19,911 Additions for new lease agreements 31,177 Cancelled contracts (i) ( 34,852 ) Interest 16,312 Payment of interest ( 8,685 ) Payment of principal ( 24,021 ) Closing balance at December 31, 2019 153,714 Current liabilities 7,101 Non-current liabilities 146,613 153,714 (i) The cancelled contracts of R$ 34,852 | |
Schedule of fixed and variable lease payments | December 31, 2019 Fixed Payments 24,021 Payments related to short-term contracts and low value assets (note 21 20,375 44,396 |
Contract liabilities and defe_5
Contract liabilities and deferred income - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contract liabilities and deferred income | ||
Schedule of contract liabilities and deferred income | The balance of this account comprises the following amounts: December 31, 2020 December 31, 2019 Refund liability (i) 42,005 45,248 Sales of employees' payroll (iii) 2,348 4,173 Deferred income in leaseback agreement (ii) 6,665 7,500 Other liabilities 2,689 1,603 53,707 58,524 Current 47,169 49,328 Non-current 6,538 9,196 53,707 58,524 (i) Refers to the customers right to return products. (ii) In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500 . This transaction included deferred income of R$ 9,104 , which will be appropriated according to the lease term of the property ( 120 months). (iii) Refers to deferred income related to the sale of a 5 -year exclusivity to process our Company employees’ payroll to Banco Itaú for R$ 7,000 thousand, in August 2017. This income will be recognized on a straight-line basis throughout the contract term as “Other Operating income” as the Company believes that the rights of exclusivity are transferred to Itaú over this year. | |
Vasta Platform (Successor) | ||
Contract liabilities and deferred income | ||
Schedule of contract liabilities and deferred income | The balance of this account is comprised by the following amounts: As of December 31, 2019 As of December 31, 2018 Refund liability (i) 45,248 73,548 Sales of employees’ payroll (iii) 4,173 5,738 Deferred income in leaseback agreement (ii) 7,500 8,410 Other liabilities 1,603 1,592 58,524 89,288 Current 49,328 76,001 Non-current 9,196 13,287 58,524 89,288 (i) Refers to the customers’ right to return products (note 3 (ii) In March, 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at João Dias Avenue in the city of São Paulo in the amount of R$ 25,500 9,104 120 (iii) Refers to deferred income related to the sale of a 5 7,000 |
Accounts payable for business_5
Accounts payable for business combination - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts payable for business combination | ||
Schedule of maturities of accounts payable for business combination | As of December 31, 2020 Maturity of installments Total % 2021 17,132 35,7 2022 13,811 28,7 2023 17,112 35,6 Total non-current liabilities 30,923 64,3 48,055 100,0 As of December 31, 2019 Maturity of installments Total % 2020 1,772 16,2 2021 1,030 9,4 2022 3,090 28,2 2023 5,049 46,2 Total non-current liabilities 9,169 83,8 10,941 100,0 | |
Schedule of changes in accounts payable for business combination | December 31, 2020 December 31, 2019 Opening balance 10,941 10,708 Additions 58,857 - Payment ( 26,389 ) - Interest adjustment 1,568 52 Others 3,078 181 Closing balance 48,055 10,941 | |
Vasta Platform (Successor) | ||
Accounts payable for business combination | ||
Schedule of maturities of accounts payable for business combination | As of December 31, 2019 Maturity of installments Total % 2020 1,772 16.2 2021 1,030 9.4 2022 3,090 28.2 2023 5,049 46.2 Total non-current liabilities 9,169 83.8 10,941 100.0 | |
Schedule of changes in accounts payable for business combination | As of December 31, 2019 As of December 31, 2018 Opening balance 10,708 10,589 Interest adjustment 233 119 Closing balance 10,941 10,708 |
Salaries and Social Contribut_5
Salaries and Social Contribution - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Salaries and Social Contribution | ||
Schedule of salaries and social contribution | December 31, 2020 December 31, 2019 Salaries payable 15,891 20,658 Social contribution payable (i) 30,511 9,532 Provision for vacation pay 15,920 13,213 Provision for profit sharing (ii) 5,880 18,333 Others 921 12 69,123 61,748 (i) Refers to the effect of social contribution over restricted share units compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on monthly basis according to the Company’s share price. (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. In 2020 19 2021 | |
Vasta Platform (Successor) | ||
Salaries and Social Contribution | ||
Schedule of salaries and social contribution | As of December 31, 2019 As of December 31, 2018 Salaries payable 20,658 34,581 Social contribution payable 9,532 9,224 Provision for vacation pay 13,213 17,109 Provision for profit sharing 18,333 23,642 Others 12 1,002 61,748 85,558 |
Related parties - Vasta Platf_2
Related parties - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related parties | ||
Schedule of balances with related parties | Other receivables (i) Trade receivables (Note 10 Indemnification asset (note 20 Other payments (ii) Loans (iii) Suppliers (note 15 Bonds (note 14 Cogna Educação S.A. - - 153,714 1,354 20,884 - 691,451 Anhanguera Educacional Participacoes SA. - 413 - - - - - Editora Atica S.A. - 1,193 - 72,158 - 7,392 - Editora Scipione S.A. - 414 - 13,408 - 1,386 - Centro Educacional Leonardo Da Vinci SS - 63 - - - - - Maxiprint Editora Ltda. 13 367 - - - 26 - Pax Editora E Distribuidora Ltda. - - - - - - - Saraiva Educacao S.A. - 804 - 36,454 - 8,010 - Colegio Visao Eireli - 115 - - - - - Colegio Manauara Lato Sensu Ltda. - 2,838 - - - 173 - Pitagoras Sistema De Educacao Superior Ltda. - 127 - - - - - Somos Idiomas SA 79 - - - - - - SGE Comercio De Material Didatico Ltda. - 6 - 41 - 661 - Sistema P H De Ensino Ltda. - 2,348 - 2,116 - 163 - Escola Mater Christi Ltda. - 216 - - - 104 - Somos Educação S.A. - - - - - - - Saber Serviços Educacionais S.A. 1,686 3,710 - - - 2,658 100,892 Acel Adminstração de Cursos Educacionais Ltda - 2,899 - - - 36 - Educação Inovação e Tecnologia S.A. - - - 229 - 0 - Somos Operações Escolares S.A. 292 980 - - - - - Sociedade Educacional Doze De Outubro Ltda. - 231 - - - 36 - Colégio Motivo Ltda. - 1,250 - - - 249 - Colégio JAO Ltda. - 772 - - - - - Editora E Distribuidora Educacional S.A. - 528 - 9,547 - 89 - Colégio Ambiental Ltda - 315 - - - - Conlégio Cidade Ltda - 155 - - - - Curso e Colégio Coqueiro Ltda - 188 - - - - ECSA Escola A Chave do Saber Ltda - 435 - - - - EDUFOR Serviços Educacionais Ltda - 10 - - - - Escola Riacho Doce Ltda - 253 - - - - Nucleo Brasileiro de Estudos Avançados Ltda - 391 - - - - Papelaria Brasiliana Ltda - 1,478 - - - - Sociedade Educacional Alphaville Ltda - 190 - - - - Sociedade Educacional NEODNA Cuiaba Ltda - 101 - - - - 2,070 22,791 153,714 135,307 20,884 20,985 792,343 (i) Refers to other receivables related to cost sharing agreements where substantially Saber Serviços Educacionais (“Saber”), a Cogna Group entity, takes services from the Company; (ii) Refers substantially to “Reverse Factoring” contracts for raw material purchases, specifically graphics and paper, which the Company reimburses Atica and Scipione. See item a, below; and (iii) On April 1, 2020 the Company signed a loan agreement with Cogna Educação S.A. in the amount of R$ 20,000 3,75 884 December 31, 2019 Other receivables Trade receivables (Note 10 Indemnification asset (note 20 Other payments Loans Suppliers (note 15 Bonds (note 14 Cogna Educação SA, - - 149,600 - - - 1,539,146 Anhanguera Educacional Participacoes SA, - 1,150 - - - - - Editora Atica SA, 16 281 - 31,944 - - - Editora Scipione SA, 4,743 304 - - - - - Escola Mater Christi Ltda, - 204 - 130 - - - Maxiprint Editora Ltda, 4,021 1,154 - - - - - Pax Editora E Distribuidora Ltda, - 49 - - - - - Saraiva Educacao SA, 28,226 424 - - - - - Somos Idiomas SA, 75 2 - - - - - Acel Administracao De Cursos Educacionais Ltda, - 1,415 - - - - - Ecsa Escola A Chave Do Saber Ltda, - 212 - - - - - Colégio Jao Ltda, - 415 - - - - - Colégio Motivo Ltda, - 1,442 - - - - - Editora E Distribuidora Educacional SA, - 2,705 - - - 737 - Sge Comercio De Material Didatico Ltda, 6 5 - - - 482 - Sistema P H De Ensino Ltda, - 2,027 - 18 - - - Somos Operações Escolares SA, 42 - - 4,197 29,192 - - Saber Serviços Educacionais SA, - 5,041 - - - - 101,801 Sociedade Educacional Doze De Outubro Ltda, - 232 - - - - - Saber Serviços Educacionais as 1,012 - - - - - - Editora E Distribuidora Educacional as - - - 12,955 - - - 38,141 17,062 149,600 49,244 29,192 1,219 1,640,947 | |
Schedule of transactions with related parties | Year ended December 31, 2020 Year ended December 31, 2019 October 11, 2018 to December 31, 2018 Transactions held: Revenues Finance costs Cost Sharing (note 20 Sublease (note 20 Revenues Finance costs (i) Revenues Finance costs Cogna Educação S.A. - 48,432 - - - 86,839 - - Somos Educação S.A. - 278 - - - - - - Editora Atica S.A. 7,287 229 11,989 15,364 - - - - Editora Scipione SA. 1,551 - - - - - - - Colégio Manauara Lato Sensu Ltda. 3,139 - - - - - - - Maxiprint Editora Ltda. 612 - - - - - - - Saraiva Educacao SA. 3,364 - - 3,739 - - - - Sociedade Educacional Parana Ltda. 795 - - - - - - - Acel Administracao De Cursos Educacionais Ltda. 1,230 - - - - 283 - Sociedade Educacional Neodna Cuiaba Ltda. 367 - - - 1,307 - - - Ecsa Escola A Chave Do Saber Ltda. 657 - - - - - - - Colégio Motivo Ltda. 1,308 - - - - - 316 - Sistema P H De Ensino Ltda. 5,776 - - - 1,909 - 3,267 - Saber Serviços Educacionais S.A. 1,254 6,740 - 729 4,642 5,744 - 25,591 Sociedade Educacional Doze De Outubro Ltda 295 - - - 1,770 - 134 - Editora E Distribuidora Educacional SA. 1,841 - 36,144 1,489 469 - 592 - Somos Operações Escolares SA. - - - - 1,647 - - - Escola Mater Christi 246 - - - - - 120 - Colegio JAO Ltda. 387 - - - 311 - 127 - Centro Educacional Leonardo Da Vinci SS 1,319 - - - 511 - - - Nucleo Brasileiro de Estudos Avancados Ltda 423 - - - - - - - Papelaria Brasiliana Ltda 1,287 - - - - - - - Sociedade Educacional Alphaville SA 317 - - - - - - - Sociedade Educacional NEODNA Cuiaba Ltda - EPP 367 - - - - - - - Others - - - 362 134 - 72 - 33,822 55,679 48,133 21,683 12,700 92,583 4,911 25,591 (i) Refers to debentures interest; see Note 14 | |
Schedule of commercial lease and sublease agreements with related parties | Entity (Sublessor) Counterpart sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S,A (“EDE”) Somos Sistemas de Ensino S.A. R$ 390 September 30, 2025 Inflation index São Paulo (São Paulo) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$ 439 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. SGE Comércio de Material Didático Ltda, (“SGE”), R$ 15 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Somos Idiomas S.A. R$ 3 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Saraiva Educação S,A, (“Sariva”) R$ 113 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Livraria Livro Fácil Ltda,(“Livro Fácil”) R$ 82 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Editora e Distribuidora Educacional S,A (“EDE”) R$ 43 September 30, 2025 Inflation index São Paulo (São José dos Campos) Lessee Entity Counterpart lease agreement (Lessor) Monthly payments Maturity Rate State of the property in use Somos Sistemas de Ensino S.A. Editora Scipione S.A. R$ 35 60 Inflation index Pernambuco (Recife) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$ 30 60 Inflation index Bahia (Salvador) | |
Schedule of key management personnel compensation expenses | December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Short-term employee benefits (i) 6,982 11,430 155 Share-based compensation plan (ii) 33,594 1,372 475 40,576 12,802 630 (i) The Company, as a result of COVID- 19 (ii) Refers substantially to share-based compensation plan, considered as IPO Bonus, which included payroll charges. | |
Vasta Platform (Successor) | ||
Related parties | ||
Schedule of balances with related parties | Other receivables Trade receivables Indemnification asset Other payments Loans Suppliers Bonds (i) (Note 9 (note 19 (i) (ii) (note 14 (note 13 Cogna Educação SA. — — 149,600 — — — — Anhanguera Educacional Participacoes SA. — 1,150 — — — — — Editora Atica SA. 16 281 — 31,944 — — — Editora Scipione SA. 4,743 304 — — — — — Escola Mater Christi Ltda. — 204 — 130 — — — Maxiprint Editora Ltda. 4,021 1,154 — — — — — Pax Editora E Distribuidora Ltda. — 49 — — — — — Saraiva Educacao SA. 28,226 424 — — — — — Somos Idiomas SA. 75 2 — — — — — Acel Administracao De Cursos Educacionais Ltda. — 1,415 — — — — — Ecsa Escola A Chave Do Saber Ltda. — 212 — — — — — Colégio Jao Ltda. — 415 Colégio Motivo Ltda. — 1,442 Editora E Distribuidora Educacional SA. — 2,705 — — — 737 — Sge Comercio De Material Didatico Ltda. 6 5 — — — 482 — Sistema P H De Ensino Ltda. — 2,027 — 18 — — — Somos Operações Escolares SA. 42 — — 4,197 29,192 — — Saber Serviços Educacionais SA. — 5,041 — — — — 1,640,947 Other receivables Trade receivables Indemnification asset Other payments Loans Suppliers Bonds (i) (Note 9 asset (note 19 (i) (ii) (note 14 (note 13 Sociedade Educacional Doze De Outubro Ltda. — 232 — — — — — Saber Serviços Educacionais as 1,012 — — — — — — Editora E Distribuidora Educacional as — — — 12,955 — — — 38,141 17,062 149,600 49,244 29,192 1,219 1,640,947 (i) Refers exclusively to the collection of corporate expenses, which are: Payroll, Services with third parties and others (Note 19 (ii) Refers to loans received by Somos Educação S.A with a maturity of 365 December 31, 2018 Trade receivables (Note 9 Indemnification asset (note 19 Suppliers Bonds Cogna Educação SA. — 149,600 — — Acel Administracao De Cursos Educacionais Ltda. 423 — 410 — Colégio Jao Ltda. 101 — 3 — Colégio Maxi Ltda. 1 — — — Colégio Motivo Ltda. 1,042 — 25 — Ecsa Escola A Chave Do Saber Ltda. 29 — — — Sge Comercio De Material Didatico Ltda. 1,667 — — — Sistema P H De Ensino Ltda. 296 — 8 — Somos Operações Escolares SA. 211 — — — Saber Serviços Educacionais SA. — — — 1,638,556 Sociedade Educacional Doze De Outubro Ltda. 31 — — — 3,801 149,600 446 1,638,556 | |
Schedule of transactions with related parties | December 31, 2019 October 11, 2018 to December 31, 2018 Transactions held: Revenues (ii) Finance costs (i) Revenues (ii) Finance costs (i) Sistema PH de Ensino 4,642 — 3,267 — Colegio Motivo 1,909 — 316 — ACEL Administração de Cursos Educacionais 1,307 — 283 — December 31, 2019 October 11, 2018 to December 31, 2018 Transactions held: Revenues (ii) Finance costs (i) Revenues (ii) Finance costs (i) Sociedade Educacional Doze de Outubro 469 — 134 — Escola Mater Christi 311 — 120 — Colégio Integrado JAO 511 — 127 — Editora E Distribuidora Educacional SA 1,647 — 592 — Saber Serviços Educacionais Sa 1,770 92,583 — 25,591 Outros 134 — 72 — 12,700 92,583 4,911 25,591 (i) As described in note 13 (ii) Primarily refers to the amounts arising from the direct sales of printed books and learning systems to other entities of Cogna’s Group for resale to its direct clients. (iii) Refer to outstanding reimbursements to other related parties or with operations with the Parent Entities that are not part of the business. For shared expenses incurred, that were allocated to the Business according to the assumptions presented in note 2 | |
Schedule of commercial lease and sublease agreements with related parties | Lessee Entity Counterpart lease agreement (Lessor) Monthly payments Mature Rate State of the property in use Somos – Anglo Editora Scipione S.A. R$ 35 60 Inflation index Pernambuco (Recife) Somos – Anglo Editora Scipione S.A. R$ 35 60 Inflation index Bahia (Salvador) Lessee Entity Counterpart lease agreement (Lessor) Monthly payments Mature Rate State of the property in use Editora e Distribuidora Educacional S.A (“EDE”) Somos – Anglo R$ 390 September 30, 2025 Inflation index São Paulo (São Paulo) Somos – Anglo Editora Scipione S.A. R$ 439 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos – Anglo SGE Comércio de Material Didático Ltda. (“SGE”). R$ 15 September 30, 2025 Inflation index São Paulo (São José dos Campos) Entity (Sublessor) Counterpart lease agreement (Sublessee) Monthly payments Mature Rate State of the property in use Somos – Anglo Somos Idiomas S.A. R$ 3 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos – Anglo Saraiva Educação S.A. (“Sariva”) R$ 113 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos – Anglo Livraria Livro Fácil Ltda. (“Livro Fácil”) R$ 82 September 30, 2025 Inflation index São Paulo (São José dos Campos) Somos – Anglo Editora e Distribuidora Educacional S.A (“EDE”) R$ 43 September 30, 2025 Inflation index São Paulo (São José dos Campos) | |
Schedule of key management personnel compensation expenses | December 31, 2019 October 11 to December 31, 2018 Short-term employee benefits 11,430 155 Share-based compensation plan 1,372 475 12,802 630 |
Provision for tax, civil and _4
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | ||
Schedule of contingent liabilities | December 31, 2020 December 31, 2019 Proceedings whose likelihood of loss is probable Tax proceedings (i) 575,724 557,782 Labor proceedings (ii) 6,591 9,967 Civil proceedings - 1 582,315 567,750 Liabilities assumed in Business Combination Labor proceedings (ii) 31,305 41,226 Civil proceedings 313 31 31,618 41,257 Total of provision for tax, civil and labor losses 613,933 609,007 (i) Primarily refers to income tax positions taken by the predecessor Somos (Vasta Predecessor) and the Company (Sucessor) 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 jurisprudence on a similar tax case also reached in 2018 , the Company reassessed this income tax position and recorded a liability, including interest and penalties, in the Consolidated Carve-out Financial Statements, (ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary differential, night shift premium, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. | |
Schedule of changes in provision for contingent liabilities | December 31, 2019 Additions Reversals Interest Total effect on the result Payments December 31, 2020 Tax proceedings 557,783 10,651 ( 4,189 ) 11,479 20,836 - 572,724 Labor proceedings 51,193 2,093 ( 9,538 ) 1,805 ( 5,640 ) ( 7,657 ) 37,896 Civil proceedings 31 430 ( 102 ) 13 341 ( 59 ) 313 Total 609,007 13,174 ( 13,829 ) 13,297 15,537 ( 7,716 ) 613,933 Reconciliation with profit or loss for the period Finance expense - - ( 13,297 ) General and administrative expenses ( 11,737 ) 13,829 - Income tax and social contribution ( 1,437 ) - - Total ( 13,174 ) 13,829 ( 13,297 ) As of December 31, 2018 Additions Reversals Interest Total effect on the result Payments December 31, 2019 Tax proceedings 502,764 16,339 ( 699 ) 39,379 55,019 - 557,783 Labor proceedings 49,652 4,133 ( 4,585 ) 1,993 1,541 - 51,193 Civil proceedings 2,149 65 ( 2,239 ) 56 ( 2,118 ) - 31 Total 554,565 20,537 ( 7,523 ) 41,428 54,442 - 609,007 Reconciliation with profit or loss for the period Finance expense - - ( 41,428 ) General and administrative expenses ( 4,198 ) 7,523 - Income tax and social contribution ( 16,339 ) - - Total ( 20,537 ) 7,523 ( 41,428 ) | |
Schedule of judicial deposits and escrow accounts | December 31, 2020 December 31, 2019 Tax proceedings 2,004 1,419 Labor proceedings - 955 Indemnification asset -Former owner 2,003 5,476 Indemnification asset – Related Parties (i) Note 20 153,714 149,600 Escrow-account (ii) 15,027 15,482 172,748 172,932 (i) Refers to an indemnification asset from the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 153,714 149,600 20 (ii) Refers to guarantees received as a consequence of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize. | |
Vasta Platform (Successor) | ||
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | ||
Schedule of contingent liabilities | As of December 31, 2019 As of December 31, 2018 Proceedings whose likelihood of loss is probable Tax proceedings (i) 557,782 502,764 Labor proceedings (ii) 9,967 10,565 Civil proceedings 1 6 567,750 513,335 Liabilities assumed in Business Combination Labor proceedings (ii) 41,226 39,087 Civil proceedings 31 2,143 41,257 41,230 Total of provision for risks of Tax, Civil and Labor losses 609,007 554,565 (i) Primarily refers to income tax positions taken by the predecessor Somos Anglo and the Successor in connection with a corporate reorganization held by the predecessor in 2010 2018 2018 (ii) The Business is a party to labor demands, which the most frequent cases refer to holiday proportional, salary differential, night additional pay, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. | |
Schedule of changes in provision for contingent liabilities | As of December 31, 2018 Additions Reversals Interests Total effect on the result As of December 31, 2019 Tax proceedings 502,764 16,339 ( 699 ) 39,378 55,018 557,782 Labor proceedings 49,652 4,133 ( 4,585 ) 1,993 1,541 51,193 Civil proceedings 2,149 65 ( 2,239 ) 57 ( 2,117 ) 32 Total 554,565 20,537 ( 7,523 ) 41,428 54,442 609,007 Reconciliation with profit or loss for the period Finance expense — — ( 41,428 ) General and administrative expenses ( 4,198 ) 7,523 — Income tax and social contribution ( 16,339 ) — — Total ( 20,537 ) 7,523 ( 41,428 ) As of October 11, 2 Additions Reversals Interests Total effect on the result As of December 31, 2019 Tax proceedings 492,551 3,665 — 6,548 10,213 502,764 Labor proceedings 49,637 6 ( 26 ) 35 1,541 49,652 Civil proceedings 2,140 1 — 8 ( 2,117 ) 2,149 Total 544,328 3,672 ( 26 ) 6,591 54,442 554,565 Reconciliation with profit or loss for the period Finance costs — — ( 6,591 ) General and administrative expenses ( 7 ) 26 — Income tax and social contribution ( 3,665 ) — — Total ( 3,672 ) 26 ( 6,591 ) | |
Schedule of judicial deposits and escrow accounts | As of December 31, 2019 As of December 31, 2018 Tax proceedings 1,419 1,410 Labor proceedings 955 733 Indemnification asset – Former owner 5,476 6,681 Indemnification asset – Related Parties (i) 149,600 149,600 Escrow-account (ii) 15,482 10,028 172,932 168,452 (i) Refers to an indemnification asset from the seller in connection with the acquisition of Somos by Cogna Group and recognized at the date of the business combination disclosed at note 2 149.6 19 (ii) Refers to guarantees received in past business combinations related to loss contingencies whose likelihood of loss is probable, and therefore which responsibility lies with the former owners. According to the Sale Agreement, these former owners would reimburse the Business in case of payments are required if and when contingencies materialize. |
Current and Deferred Income T_5
Current and Deferred Income Tax and Social Contribution - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current and Deferred Income Tax and Social Contribution | ||
Schedule of reconciliation of income tax and social contribution expense | As of December 31, 2020 As of December 31, 2019 From October 11 to December 31, 2018 Loss before income tax and social contribution for the year ( 71,053 ) ( 90,315 ) 3,690 Nominal statutory rate of income tax and social contribution 34 % 34 % 34 % IRPJ and CSLL calculated at the nominal rates 24,158 30,707 ( 1,255 ) Permanent Additions 1,246 ( 1,100 ) ( 3,475 ) Total IRPJ and CSLL 25,404 29,607 ( 4,730 ) Current IRPJ and CSLL in the result 7,874 ( 22,113 ) ( 4,750 ) Deferred IRPJ and CSLL in the result 17,530 51,720 20 25,404 29,607 ( 4,730 ) Effective tax rate of Income and social contribution tax expenses 36 % 33 % 128 % | |
Schedule of changes in deferred income tax and social contribution assets and liabilities | October 11 to December 31, 2018 Effect on profit (loss) As of December 31, 2018 First adoption of IFRS 16 Effect on profit (loss) Effect on Parent´s Net Investment (i) As of December 31, 2019 Income tax/social contribution: I ncome tax and social contribution losses carryforwards 119,557 ( 9,058 ) 110,499 - 6,573 ( 85,719 ) 31,353 Temporary Differences: I mpairment losses on trade receivables 9,068 ( 2,536 ) 6,532 - 1,129 ( 931 ) 6,730 Provision for obsolete inventorie 25,906 ( 1,287 ) 24,619 - ( 19,289 ) 2,423 7,753 I mputed interest on supplier ( 428 ) ( 9,938 ) ( 10,366 ) - 8,477 ( 1,414 ) ( 3,303 ) Provision for risks of tax, civil and labor losses 3,624 2,243 5,867 - 15,497 ( 1,175 ) 20,189 Refund liabilities and right to returned good 12,162 5,805 17,967 - ( 6,170 ) 3,201 14,998 Lease Liabilities - - - 1,508 1,308 778 3,594 F air value adjustments on business combination (i) ( 90,889 ) 12,997 ( 77,892 ) - 46,574 832 ( 30,486 ) O ther termporary provision 8,951 1,794 10,745 - ( 2,379 ) ( 1,854 ) 6,512 Deferred Assets, net 87,951 20 87,971 1,508 51,720 ( 83,859 ) 57,340 (i) On December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ ( 83,859 As of December 31, 2019 Effect on profit (loss) Effect on Parent´s Equity (i) (note 1.4 As of December 31, 2020 Income tax/social contribution: Income tax and social contribution losses carryforwards (iii) 31,353 137,228 13,676 182,257 Temporary Differences: Impairment losses on trade receivables 6,730 2,813 - 9,543 Provision for obsolete inventories 7,753 ( 4,490 ) - 3,263 Imputed interest on suppliers ( 3,303 ) 2,559 - ( 744 ) Provision for risks of tax, civil and labor losses 20,189 ( 1,051 ) - 19,138 Refund liabilities and right to returned goods 14,998 ( 4,095 ) - 10,903 Lease Liabilities 3,594 1,170 - 4,764 Goodwill and fair value adjustments on business combination (ii) ( 30,486 ) ( 120,112 ) - ( 150,598 ) Other temporary difference 6,512 3,508 - 10,020 Deferred Assets, net 57,340 17,530 13,676 88,546 (i) Refers to the tax effect over temporary differences, specifically IPO costs capitalization recorded in the Somos Sistemas de Ensino S.A. (Company’s affiliate) being its effects on equity and counterparty on deferred tax assets financial statement line. Here is important to enhance that part of IPO costs, that included auditing, lawyer’s advisor, banks fees and other directly costs attributable to the IPO were paid by the Company. The Parent Company, Vasta Platform, does not accrued deferred tax assets. (ii) Goodwill and fair value adjustments on business combination comprise three (iii) Refers to tax losses carryforwards accumulated supported by the Company’s forecasts of the future profitability. | |
Vasta Platform (Successor) | ||
Current and Deferred Income Tax and Social Contribution | ||
Schedule of reconciliation of income tax and social contribution expense | As of December 31, 2019 October 11 to December 31, 2018 (Loss) Profit before income tax and social contribution for the year ( 90,315 ) 3,690 Combined nominal statutory rate of income tax and social contribution 34 % 34 % IRPJ and CSLL calculated at the nominal rates 30,707 ( 1,255 ) Permanent Additions ( 1,100 ) ( 3,475 ) Total IRPJ and CSLL 29,607 ( 4,730 ) Current IRPJ and CSLL in the result ( 22,113 ) ( 4,750 ) Deferred IRPJ and CSLL in the result 51,720 20 29,607 ( 4,730 ) | |
Schedule of changes in deferred income tax and social contribution assets and liabilities | October 11 to December 31, 20 Effect on profit (loss) As of December 31, 2018 First adoption of IFRS 16 Effect on profit (loss) Effect on Parent’s Net Investment (ii) As of December 31, 2019 Income tax/social contribution: Income tax and social contribution losses carryforwards (ii) 119,557 ( 9,058 ) 110,499 — 6,573 ( 85,719 ) 31,353 Temporary Differences: Impairment losses on trade receivables 9,068 ( 2,536 ) 6,532 — 1,129 ( 931 ) 6,730 Provision for obsolete inventories 25,906 ( 1,287 ) 24,619 — ( 19,289 ) 2,423 7,753 Imputed interest on suppliers ( 428 ) ( 9,938 ) ( 10,366 ) — 8,477 ( 1,414 ) ( 3,303 ) Provision for risks of tax, civil and labor losses 3,624 2,243 5,867 — 15,497 ( 1,175 ) 20,189 Refund liabilities and right to returned goods 12,162 5,805 17,967 — ( 6,170 ) 3,201 14,998 Lease Liabilities — — 1,508 1,308 778 3,594 Fair value adjustments on business combination (i) ( 90,889 ) 12,997 ( 77,892 ) — 46,574 832 ( 30,486 ) Other termporary provision 8,951 1,794 10,745 — ( 2,379 ) ( 1,854 ) 6,512 Deferred Assets, net 87,951 20 87,971 1,508 51,720 ( 83,859 ) 57,340 (i) As discussed in note 2 1 two (ii) On December 31 and October 31, 2018 this amount was related to deferred income tax asset on tax losses carryforward calculated based on a separate return method for the carve-out operations which, on December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ ( 84,055 1 1,860 |
Net Revenue from sales and Se_5
Net Revenue from sales and Services - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net Revenue from sales and Services | ||
Schedule of revenue by categories | December 31, 2020 December 31, 2019 October 11 to December 31, 2018 Learning Systems Gross revenue 608,200 542,070 101,097 Deductions from gross revenue Taxes ( 40 ) ( 79 ) ( 624 ) Discounts ( 8,603 ) ( 37,989 ) ( 3,263 ) Returns ( 17,553 ) ( 9,350 ) ( 1,443 ) Net revenue 582,003 494,652 95,767 Textbooks Gross revenue 308,298 339,535 138,017 Deductions from gross revenue Taxes ( 250 ) ( 2,251 ) ( 858 ) Discounts - - - Returns ( 72,488 ) ( 58,757 ) ( 28,867 ) Net revenue 235,560 278,527 108,292 Complementary Education Services Gross revenue 63,491 33,106 1,725 Deductions from gross revenue Taxes ( 17 ) ( 37 ) - Discounts ( 6 ) ( 1 ) - Returns ( 2,880 ) ( 1,880 ) ( 39 ) Net revenue 60,588 31,188 1,686 Other services (i) Gross revenue 34,118 83,094 32,408 Deductions from gross revenue Taxes ( 3,864 ) ( 3,686 ) ( 1,230 ) Discounts - ( 911 ) ( 424 ) Returns - ( 605 ) ( 20 ) Net revenue 30,254 77,892 30,734 Total Content & EdTech Gross revenue 1,014,107 997,805 273,247 Deductions from gross revenue Taxes ( 4,171 ) ( 6,053 ) ( 2,712 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 92,921 ) ( 70,592 ) ( 30,369 ) Net revenue 908,406 882,259 236,479 Total Digital Services - Ecommerce Gross revenue 97,632 112,352 10,901 Deductions from gross revenue Taxes ( 2,261 ) ( 3,239 ) ( 481 ) Returns ( 6,149 ) ( 1,689 ) ( 538 ) Net revenue 89,222 107,424 9,882 Total Gross revenue 1,111,739 1,110,157 284,148 Deductions from gross revenue Taxes ( 6,431 ) ( 9,292 ) ( 3,193 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 99,071 ) ( 72,281 ) ( 30,907 ) Net revenue 997,628 989,683 246,361 Sales 967,374 971,250 241,221 Services 30,254 18,433 5,140 Net revenue 997,628 989,683 246,361 (i) Refers also to revenue from sales of textbooks used in preparatory courses for university admission exams. | |
Vasta Platform (Successor) | ||
Net Revenue from sales and Services | ||
Schedule of revenue by categories | Learning Systems December 31, 2019 October 11 to December 31, 2018 Gross revenue 542,070 101,097 Deductions from gross revenue Taxes ( 79 ) ( 624 ) Discounts ( 37,989 ) ( 3,263 ) Returns ( 9,350 ) ( 1,443 ) Net revenue 494,652 95,767 Textbook December 31, 2019 October 11 to December 31, 2018 Gross revenue 339,535 138,017 Deductions from gross revenue Taxes ( 2,251 ) ( 858 ) Returns ( 58,757 ) ( 28,867 ) Net revenue 278,527 108,292 Complementary Education Solution Gross revenue 33,106 1,565 Deductions from gross revenue Taxes ( 37 ) 160 Discounts ( 1 ) — Returns ( 1,880 ) ( 39 ) Net revenue 31,188 1,686 Gross revenue 83,094 32,408 Deductions from gross revenue Taxes ( 3,686 ) ( 1,230 ) Discounts ( 911 ) ( 424 ) Returns ( 605 ) ( 20 ) Net revenue 77,892 30,734 Total Content & EdTech Platform segment Gross revenue 997,805 273,088 Deductions from gross revenue Taxes ( 6,053 ) ( 2,552 ) Discounts ( 38,901 ) ( 3,687 ) Returns ( 70,592 ) ( 30,370 ) Net revenue 882,259 236,479 E-commerce Gross revenue 112,352 10,901 Deductions from gross revenue Taxes ( 3,239 ) ( 481 ) Discounts — — Returns ( 1,689 ) ( 538 ) Net revenue 107,424 9,882 Total December 31, 2019 October 11 to December 31, 2018 Gross revenue 1,110,157 283,989 Deductions from gross revenue Taxes ( 9,292 ) ( 3,033 ) Discounts ( 38,901 ) ( 3,687 ) Returns ( 72,281 ) ( 30,370 ) Net revenue 989,683 246,361 Sales 971,250 241,221 Services 18,433 5,140 Net revenue 989,683 246,361 (i) Refers also to revenue from textbook sales of preparatory course for university admission exams. |
Costs and Expenses by Nature _3
Costs and Expenses by Nature - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Costs and expenses by nature | ||
Schedule of costs and expenses by nature | December 31, 2020 December 31, 2019 October 11 to 'December 31, 2018 Salaries and payroll charges (i) ( 279,523 ) ( 200,621 ) ( 62,376 ) Raw materials and productions costs ( 216,791 ) ( 238,635 ) ( 27,267 ) Depreciation and amortization ( 174,088 ) ( 164,932 ) ( 21,770 ) Editorial costs ( 52,794 ) ( 61,281 ) ( 21,638 ) Copyright ( 59,597 ) ( 61,975 ) ( 20,473 ) Advertising and publicity ( 88,965 ) ( 60,416 ) ( 17,091 ) Utilities, cleaning and security ( 19,499 ) ( 11,869 ) ( 9,379 ) Rent and condominium fees ( 14,278 ) ( 20,375 ) ( 7,929 ) Third-party services ( 23,904 ) ( 26,406 ) ( 3,817 ) Travel ( 8,760 ) ( 12,471 ) ( 3,664 ) Consulting and advisory services ( 25,269 ) ( 16,028 ) ( 2,910 ) Impairment losses on trade receivables ( 25,015 ) ( 4,297 ) ( 2,283 ) Material ( 3,708 ) ( 1,087 ) ( 1,762 ) Taxes and contributions ( 2,066 ) ( 3,278 ) ( 267 ) Reversal (provision) for tax, civil and labor risks 2,092 3,325 19 Provision for obsolete inventories ( 4,057 ) ( 6,831 ) 3,098 Income from lease and sublease agreements with related parties 21,683 - - Other income, net 4,283 ( 20,052 ) ( 5,858 ) ( 970,256 ) ( 907,229 ) ( 205,367 ) Cost of sales and services ( 378,003 ) ( 447,049 ) ( 69,903 ) Commercial expenses ( 165,169 ) ( 184,592 ) ( 51,151 ) General and administrative expenses ( 406,352 ) ( 276,427 ) ( 84,898 ) Impairment loss on accounts receivable ( 25,015 ) ( 4,297 ) ( 2,283 ) Other operating income, net 4,283 5,136 2,868 ( 970,256 ) ( 907,229 ) ( 205,367 ) (i) Increase impacted by Bonus IPO expenses recognized in the statement of consolidated Profit and loss, amount R$ 50,580 and also business acquisitions occurred in 2020 . | |
Vasta Platform (Successor) | ||
Costs and expenses by nature | ||
Schedule of costs and expenses by nature | December 31, 2019 October 11 to December 31, 2018 Salaries and payroll charges ( 200,621 ) ( 62,376 ) Raw materials and productions costs ( 238,635 ) ( 27,267 ) Depreciation and amortization ( 164,932 ) ( 21,770 ) Editorial costs ( 61,281 ) ( 21,638 ) Copyright ( 61,975 ) ( 20,473 ) Advertising and publicity ( 60,416 ) ( 17,091 ) Utilities, cleaning and security ( 11,869 ) ( 9,379 ) Rental and condominium fees ( 20,375 ) ( 7,929 ) Third-party services ( 26,406 ) ( 3,817 ) Travel ( 12,471 ) ( 3,664 ) Consulting and advisory services ( 16,028 ) ( 2,910 ) Impairment losses on trade receivables ( 4,297 ) ( 2,283 ) Material ( 1,087 ) ( 1,762 ) Taxes and contributions ( 3,278 ) ( 267 ) Reversal of provision for risks of tax, civil and labor losses 3,325 19 Provision for losses with obsolete inventories ( 6,831 ) 3,098 Other expenses ( 20,052 ) ( 5,858 ) ( 907,229 ) ( 205,367 ) December 31, 2019 October 11 to December 31, 2018 Cost of goods sold and services ( 447,049 ) ( 69,903 ) Commercial expenses ( 184,592 ) ( 51,151 ) General and administrative expenses ( 276,427 ) ( 84,898 ) Impairment losses on trade receivable ( 4,297 ) ( 2,283 ) Other operating income, net 5,136 2,868 ( 907,229 ) ( 205,367 ) |
Finance result - Vasta Platfo_2
Finance result - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of finance income (cost) [line items] | ||
Schedule of finance result (net) | December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Finance income Income from financial investments and marketable securities (i) 16,907 1,703 1,810 Other finance income 4,077 3,713 2,100 20,984 5,416 3,910 Finance costs Interest on bonds and financing (ii) ( 52,935 ) ( 92,583 ) ( 25,611 ) Imputed interest on suppliers (v) ( 13,854 ) ( 24,612 ) ( 6,817 ) Interest on Loans from related parties (iv) ( 3,344 ) - - Bank and collection fees (iii) ( 17,771 ) ( 847 ) ( 607 ) Interest on provision for tax, civil and labor risks ( 13,297 ) ( 41,428 ) ( 6,591 ) Interest on Lease Liabilities ( 15,077 ) ( 16,312 ) - Other finance costs ( 3,131 ) ( 2,403 ) ( 1,588 ) ( 119,409 ) ( 178,185 ) ( 41,214 ) Financial Result (net) ( 98,425 ) ( 172,769 ) ( 37,304 ) (i) Refers to income from Marketable Securities financial income, due to IPO process occurred on July 31, 2020. (ii) Refers to the Bonds with related parties, which include Saber Serviços Educacionais (“Saber”), which the principal and interests are being paid. (iii) Refers substantially to bank and collection fees incurred in connection with certain bank transactions for example, IPO cash remittance from the USA to Brazil and bank fees related to Bank settlements. (iv) Refers to interest on loans with related parties (see note 20 (v) Refers to interest on reverse factoring that as of December 31, 2019 amounted by R$ 302,104 (R$ 94,930 as suppliers and R$ 207,174 as suppliers – related parties) and as of December 31, 2020, R$ 110,513 . | |
Vasta Platform (Successor) | ||
Disclosure of finance income (cost) [line items] | ||
Schedule of finance result (net) | December 31, 2019 October 11 to December 31, 2018 Finance income Interest on financial investments 1,703 1,810 Other finance income 3,713 2,100 5,416 3,910 Finance costs Interest bonds and financing ( 92,583 ) ( 25,611 ) Imputed interest on suppliers ( 24,612 ) ( 6,817 ) Bank and collection fees ( 847 ) ( 607 ) Interest on provision for risks of tax, civil and labor losses ( 41,428 ) ( 6,591 ) Interest on Lease Liabilities ( 16,312 ) — Other finance costs ( 2,403 ) ( 1,588 ) ( 178,185 ) ( 41,214 ) Finance costs ( 172,769 ) ( 37,304 ) |
Segment Reporting - Vasta Pla_2
Segment Reporting - Vasta Platform (Successor) (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting | ||
Schedule of business' revenue, its reconciliation to "profit (loss) before finance result and tax", assets and liabilities by reportable segment | December 31, 2020 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 908,406 89,222 997,628 Cost of goods sold and services ( 301,882 ) ( 76,121 ) ( 378,003 ) Operating income (expenses) General and administrative expenses ( 382,740 ) ( 19,329 ) ( 402,069 ) Commercial expenses ( 152,659 ) ( 12,510 ) ( 165,169 ) Other operating income, net - - - Impairment losses on trade receivables ( 25,015 ) - ( 25,015 ) Profit before finance result and taxes 46,110 ( 18,738 ) 27,372 Assets 6,848,198 130,072 6,978,270 Current and non-current liabilities 2,141,107 51,847 2,192,953 December 31, 2019 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 882,259 107,424 989,683 Cost of goods sold and services ( 359,730 ) ( 87,319 ) ( 447,049 ) Operating income (expenses) General and administrative expenses ( 260,338 ) ( 16,089 ) ( 276,427 ) Commercial expenses ( 181,681 ) ( 2,911 ) ( 184,592 ) Other operating net income 5,136 - 5,136 Impairment losses on trade receivables ( 4,297 ) - ( 4,297 ) (Loss) Profit before financial income and taxes 81,349 1,105 82,454 Assets 6,055,892 111,902 6,167,794 Current and non-current liabilities 2,955,764 111,947 3,067,711 From October 11 to December 31, 2018 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 236,479 9,882 246,361 Cost of goods sold and services ( 64,701 ) ( 5,202 ) ( 69,903 ) Operating income (expenses) General and administrative expenses ( 83,963 ) ( 935 ) ( 84,898 ) Commercial expenses ( 49,346 ) ( 1,805 ) ( 51,151 ) Other operating income, net 2,868 - 2,868 Impairment losses on trade receivables ( 2,283 ) - ( 2,283 ) Profit before finance result and taxes 39,054 1,940 40,994 Assets 6,092,753 46,938 6,139,691 Current and non-current liabilities 2,834,102 37,088 2,871,190 | |
Vasta Platform (Successor) | ||
Segment Reporting | ||
Schedule of business' revenue, its reconciliation to "profit (loss) before finance result and tax", assets and liabilities by reportable segment | Content & EdTech Platform December 31, 2019 Digital Platform Total Net revenue from sales and services 882,259 107,424 989,683 Cost of goods sold and services ( 355,711 ) ( 91,338 ) ( 447,049 ) Operating income (expenses): General and administrative expenses ( 252,475 ) ( 23,952 ) ( 276,427 ) Commercial expenses ( 184,570 ) ( 22 ) ( 184,592 ) Other operating income 5,136 — 5,136 Impairment losses on trade receivables ( 4,168 ) ( 129 ) ( 4,297 ) 90,471 ( 8,017 ) 82,454 Assets 6,055,892 111,902 6,167,794 Current and non-current liabilities 2,955,764 111,947 3,067,711 From October 11 to December 31, 2018 Content & EdTech Platform Digital Platform Total Net revenue from sales and services 236,479 9,882 246,361 Cost of goods sold and services ( 64,701 ) ( 5,202 ) ( 69,903 ) Operating income (expenses): General and administrative expenses ( 83,963 ) ( 935 ) ( 84,898 ) Commercial expenses ( 49,346 ) ( 1,805 ) ( 51,151 ) Other operating income 2,868 — 2,868 Impairment losses on trade receivables ( 2,283 ) — ( 2,283 ) 39,055 1,940 40,994 Assets 6,092,753 46,938 6,139,691 Current and non-current liabilities 2,834,102 37,088 2,871,190 |
New standards and interpretat_4
New standards and interpretations not yet adopted - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended |
Oct. 10, 2018 | |
Somos - Anglo (Predecessor) | |
New standards and interpretations | |
Schedule of opening balance adjustments in financial position for adoption of new accounting standard | Opening balance adjustments Non-current assets Property, plant and equipment 154,681 Deferred Income Tax and Social Contribution 3,278 157,959 Current liabilities Lease liabilities 13,275 Non-current liabilities Lease liabilities 145,931 159,206 Parent’s net investment ( 1,247 |
Significant accounting polici_6
Significant accounting policies - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Significant accounting policies | ||
Schedule of estimated useful lives of property, plant and equipment | Years Property, buildings, and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 | |
Somos - Anglo (Predecessor) | ||
Significant accounting policies | ||
Schedule of estimated useful lives of property, plant and equipment | Years Property, buildings and leasehold improvements 5 20 IT equipment 3 10 Furniture, equipment and fittings 3 10 Land (for finance leasings) 10 |
Financial Instruments by Cate_6
Financial Instruments by Category - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Financial Instruments by Category | ||
Schedule of financial instruments by category | Fair Value Hierarchy December 31, 2020 December 31, 2019 Assets - Amortized cost Cash and cash equivalents 1 311,156 43,287 Marketable securities 1 491,102 - Trade receivables 2 492,234 388,847 Other receivables 2 124 1,735 Related parties – other receivables 2 2,070 39,946 1,296,686 473,815 Liabilities - Amortized cost Bonds and financing 2 793,341 1,640,947 Lease liabilities 2 173,103 153,714 Reverse Factoring 2 110,513 94,930 Suppliers -related Parties 2 - 207,174 Accounts payable for business combination 2 48,055 10,941 Other liabilities - related parties 2 135,307 47,603 Loans from related parties 2 20,884 29,192 1,281,203 2,184,501 | |
Somos - Anglo (Predecessor) | ||
Financial Instruments by Category | ||
Schedule of financial instruments by category | Fair Value Hierarchy As of December 31, 2017 As of January 01, 2017 Assets - Loans and receivables Cash and cash equivalents 1 165,689 82,792 Trade receivables 2 238,492 235,719 Other receivables 2 6,342 3,524 410,523 322,035 Liabilities – Other financial liabilities Bonds and financing 2 1,207,164 483,731 Suppliers 2 128,830 122,403 Accounts payable for business combination 2 10,203 — Reverse factoring 2 99,685 98,320 Suppliers with related parties 2 231,190 226,887 1,677,072 931,341 |
Cash and cash equivalents - S_2
Cash and cash equivalents - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Cash and cash equivalents | ||
Schedule of cash and cash equivalents | December 31, 2020 December 31, 2019 Cash 13 32 Bank account 10,996 716 Financial investments (i) 300,147 42,539 311,156 43,287 (i) The Company invests in a 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 101.7 101.68 | |
Somos - Anglo (Predecessor) | ||
Cash and cash equivalents | ||
Schedule of cash and cash equivalents | As of December 31, 2017 As of January 01, 2017 Cash 35 22 Bank account 2,263 1,015 Financial investments (i) 163,391 81,755 165,689 82,792 _______________ (i) The Business invests in a fixed income investment fund with short-term and with daily liquidity and not material risk of change in value. Financial investments presented an average gross yield 101.50 101.00 |
Trade receivables - Somos - A_2
Trade receivables - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Trade receivables | ||
Schedule of trade receivables | December 31, 2020 December 31, 2019 Trade receivables 501,498 394,309 Related Parties (Note 20 22,791 17,062 ( - ) Impairment losses on trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 | |
Schedule of maturities of trade receivables | December 31, 2020 December 31, 2019 Not yet due 425,327 332,071 Past due Up to 30 8,456 10,403 From 31 60 10,931 7,505 From 61 90 8,764 6,071 From 91 180 15,539 9,506 From 181 360 18,038 16,813 Over 360 12,279 6,894 Total past due 74,007 57,192 Customers in bankruptcy 2,164 5,046 Related parties (note 20 22,791 17,062 Provision for impairment of trade receivables ( 32,055 ) ( 22,524 ) 492,234 388,847 | |
Schedule of changes in impairment losses on trade receivables | December 31, 2020 December 31, 2019 Fro m October 11 to December 31, 2018 Opening balance 22,524 19,397 26,616 Additions 29,870 6,936 5,932 Reversals ( 4,855 ) ( 1,975 ) ( 3,649 ) Write offs ( 15,484 ) ( 1,834 ) ( 9,502 ) Closing balance 32,055 22,524 19,397 (i) The Company recognized an additional provision for expected losses due to COVID- 19 (ii) The Company has assessed credits line alongside its customers, and some credit lines were renegotiated. Because of historical losses and lack of prospects of credit recovery alongside those customers, the Company recognized R$ 15,484 1,834 9,502 | |
Somos - Anglo (Predecessor) | ||
Trade receivables | ||
Schedule of trade receivables | As of December 31, 2017 As of January 01, 2017 Publishing 191,221 219,482 Learning System 44,523 27,174 Related Parties (note 19 2,468 4,628 Others 17,500 5,058 (-) Impairment losses on trade receivables ( 17,220 ) ( 20,623 ) 238,492 235,719 | |
Schedule of maturities of trade receivables | As of December 31, 2017 As of January 01, 2017 Not yet due 224,296 219,310 Past due Up to 30 4,721 6,492 From 31 60 5,421 5,137 From 61 90 3,872 4,996 From 91 180 4,473 3,668 From 181 360 5,739 7,330 Over 360 7,190 9,409 Total past due 31,416 37,032 Impairment losses on trade receivables ( 17,220 ) ( 20,623 ) 238,492 235,719 | |
Schedule of changes in impairment losses on trade receivables | January 1 2018 to October 10 2018 Year ended December 31 2017 Opening balance 17,220 20,623 Additions / (reversals) in the period/year 4,027 ( 908 ) Write-off against trade receivables ( 748 ) ( 2,495 ) Closing balance 20,499 17,220 |
Inventories - Somos - Anglo (_2
Inventories - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Inventories | ||
Schedule of inventories | December 31, 2020 December 31, 2019 Finished products (i) 168,328 145,006 Work in process 52,322 34,502 Raw materials 20,485 31,033 Imports in progress 2,642 1,143 Right to returned goods (ii) 5,855 10,552 249,632 222,236 (i) That amounts are net of slow-moving items and net realizable value. (ii) Represents the Company’s right to recover products from customers where 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. The right to returned goods provision has been reducing due to changes in the commercial approach alongside with main distributors that allows the Company to be more assertive on sales, even in times of COVID- 19 2019 24 | |
Schedule of changes in provision for inventories | December 31, 2020 December 31, 2019 Fr om October 11 to December 31, 2018 Opening balance 69,080 72,410 75,508 Additions 8,783 9,331 66 (Reversals) ( 4,726 ) ( 2,500 ) ( 3,164 ) Inventory losses (i) ( 10,927 ) ( 10,161 ) - Closing balance 62,210 69,080 72,410 (i) In each year, the Company adjusts inventory based on physical inventory counts conducted in the last quarter of each year. | |
Somos - Anglo (Predecessor) | ||
Inventories | ||
Schedule of inventories | As of December 31 2017 As of January 01 2017 Finished products 105,566 121,882 Work in process 25,332 25,321 Raw materials 36,685 47,874 Imports in progress 543 1,880 Right to returned goods (i) 15,387 15,708 183,513 212,665 (i) Represents the Business’ right to recover products from customers where customers exercise their right of return under the Business’ returns policies. | |
Schedule of changes in provision for inventories | January 1 2018 to October 10 2018 Year ended December 31 2017 Opening balance 71,617 67,190 Additions in the period / year (net) 352 4,427 Closing balance 71,969 71,617 |
Property, Plant and Equipment_4
Property, Plant and Equipment - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Property, Plant and Equipment | ||
Schedule of property, plant and equipment | December 31, 2020 December 31, 2019 Weighted average depreciation rate Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10 33 27,036 ( 25,557 ) 1,479 26,244 ( 23,758 ) 2,486 Furniture, equipment and fittings 10 33 36,314 ( 26,406 ) 9,908 36,268 ( 23,902 ) 12,366 Property, buildings and improvements 5 20 51,407 ( 31,429 ) 19,978 46,420 ( 26,738 ) 19,682 In progress - 315 - 315 4,538 - 4,538 Right of use assets 12 241,906 ( 82,033 ) 159,873 209,229 ( 63,793 ) 145,436 Land 10 453 - 453 453 - 453 Total 357,431 ( 165,425 ) 192,006 323,152 ( 138,191 ) 184,961 | |
Schedule of changes in property, plant and equipment | IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets (i) Land Total As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 Additions 758 22 828 34 35,925 - 37,567 Additions by business combination 59 152 - - - - 211 Disposals ( 25 ) ( 128 ) ( 98 ) - ( 3,248 ) - ( 3,499 ) Depreciation ( 1,799 ) ( 2,504 ) ( 4,691 ) - ( 18,240 ) - ( 27,234 ) Transfers - - 4,257 ( 4,257 ) - - - As of December 31, 2020 1,479 9,908 19,978 315 159,873 453 192,006 (i) Refers substantially to IFRS 16 20,358 15,567 16 IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land Total As of December 31, 2018 3,213 15,010 20,177 - - 19,906 58,306 Opening balance - IFRS 16 - - - - 154,681 - 154,681 As of January 01, 2019 3,213 15,010 20,177 - 154,681 19,906 212,987 Additions 1,339 2,958 3,973 4,538 31,177 - 43,985 Disposals - ( 3,827 ) - - ( 40,316 ) - ( 44,143 ) Depreciation ( 2,066 ) ( 1,775 ) ( 4,468 ) - ( 19,559 ) - ( 27,868 ) Transfers (i) - - - - 19,453 ( 19,453 ) - As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 | |
Somos - Anglo (Predecessor) | ||
Property, Plant and Equipment | ||
Schedule of property, plant and equipment | Amortization weighted average rate Depreciation weighted average rate At December 31, 2017 As of January 1, 2017 Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10 33 22,626 ( 19,920 2,706 21,176 ( 18,154 3,022 Furniture, equipment and fittings 10 33 32,644 ( 24,015 8,629 33,058 ( 22,336 10,722 Property, buildings and leasehold improvements 5 20 39,215 ( 24,438 14,777 35,669 ( 21,587 14,082 In progress (i) — 12,349 — 12,349 12,103 — 12,103 Land (for finance leasings) 10 18,799 — 18,799 18,799 — 18,799 Total 125,633 ( 68,373 57,260 120,805 ( 62,077 58,728 _______________ (i) Substantially refers to building remodeling and improvements in the building for the preparatory course for university admission exams. Changes in property, plant and equipment are as follows: | |
Schedule of changes in property, plant and equipment | IT equipment Furniture, equipment and fittings Property, buildings and leasehold improvements In progress Land (ii) Total At January 01, 2017 3,022 10,722 14,082 12,103 18,799 58,728 Additions Livro Fácil (i) 14 317 183 — — 514 Additions 1,180 1,028 858 5,460 — 8,526 Disposals ( 412 ) ( 1,759 ) ( 2,041 ) — — ( 4,212 ) Depreciation ( 1,766 ) ( 1,679 ) ( 2,851 ) — — ( 6,296 ) Transfers 668 — 4,546 ( 5,214 ) — — At December 31, 2017 2,706 8,629 14,777 12,349 18,799 57,260 Additions 487 21 3,975 3,752 20,855 29,090 Disposals ( 1,064 ) ( 530 ) ( 3,870 ) — ( 18,346 ) ( 23,810 ) Depreciation ( 1,264 ) ( 1,042 ) ( 3,382 ) — — ( 5,688 ) Transfers 1,262 — 5,079 ( 6,341 ) — — At October 10, 2018 2,127 7,078 16,579 9,760 21,308 56,852 _______________ (i) Refers to the balances of Livro Fácil, as per Note 26 (ii) Additions and disposals held in the period from January 1 to October 10, 2018 mostly refer to a sale and leaseback agreement of a property located in the city of São Paulo as further described in note 14 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Intangible Assets and Goodwill | ||
Schedule of intangible assets and goodwill | December 31, 2020 December 31, 2019 Weighted average amortization rate Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Software 15 204,213 ( 120,798 ) 83,415 276,542 ( 200,217 ) 76,325 Trademarks 5 631,935 ( 58,349 ) 573,586 614,958 ( 30,923 ) 584,035 Customer Portfolio 8 1,113,792 ( 184,934 ) 928,858 1,109,388 ( 98,666 ) 1,010,722 Goodwill - 3,307,805 - 3,307,805 3,286,263 - 3,286,263 Platform content production 33 53,069 ( 29,248 ) 23,821 28,880 ( 19,454 ) 9,426 In progress - 999 - 999 14,051 - 14,051 Other Intangible assets 33 38,283 ( 32,040 ) 6,243 18,090 ( 13,527 ) 4,563 5,350,096 ( 425,369 ) 4,924,726 5,348,172 ( 362,787 ) 4,985,385 | |
Schedule of changes in intangible assets and goodwill | Software Customer Portfolio Trademarks Platform content production (i) Other Intangible assets In progress Goodwill Total As of December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 Additions 11,813 - - 24,189 603 6,188 - 42,793 Additions by business combination (note 5 - 4,625 16,060 - 1,340 - 21,542 43,567 Disposals ( 77 ) - - - ( 87 ) - - ( 164 ) Amorization ( 23,861 ) ( 86,517 ) ( 26,506 ) ( 9,794 ) ( 176 ) - - ( 146,854 ) Transfers 19,215 28 ( 3 ) - - ( 19,240 ) - - At December 31, 2020 83,415 928,858 573,586 23,821 6,243 999 3,307,805 4,924,726 (i) Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include substantially “Plurall Digital Transformation” in the amount of approximately R$ 19 9 19 Software Customer Portfolio Trademarks Platform content production Other Intangible assets In progress Goodwill Total As of December 31, 2018 60,088 1,093,885 610,541 - 6,062 30,098 3,286,263 5,086,937 Additions 19,897 - - 10,220 - 7,344 - 37,461 Disposals - - - - ( 1,950 ) - - ( 1,950 ) Amorization ( 18,794 ) ( 83,163 ) ( 26,506 ) ( 794 ) ( 7,806 ) - - ( 137,063 ) Transfers 15,134 - - - 8,257 ( 23,391 ) - - At December 31, 2019 76,325 1,010,722 584,035 9,426 4,563 14,051 3,286,263 4,985,385 | |
Schedule of goodwill allocated to each CGU | Content & EdTech Platform 3,297,077 Digital Platform 10,728 3,307,805 | |
Somos - Anglo (Predecessor) | ||
Intangible Assets and Goodwill | ||
Schedule of intangible assets and goodwill | Amortization weighted average rate At December 31, 2017 As of January 1, 2017 Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Software 20 102,159 ( 65,174 36,985 72,245 ( 51,922 20,323 Trademark 5 161,825 ( 2,009 159,816 161,806 ( 1,048 160,758 Customer Portfolio 10 221,333 ( 90,358 130,975 216,579 ( 78,339 138,240 Goodwill — 280,872 — 280,872 269,037 — 269,037 In Progress (i) — 30,294 — 30,294 39,124 — 39,124 Other 33 36,528 ( 17,815 18,713 33,790 ( 7,098 26,692 833,011 ( 175,356 657,655 792,581 ( 138,407 654,174 _______________ (i) Substantially refers to development of the projects related to operation Plurall, and other projects related to enterprise resource management (ERP) solutions. | |
Schedule of changes in intangible assets and goodwill | Software Trademark Customer Portfolio Goodwill In Progress Other Total At January 1, 2017 20,323 160,758 138,240 269,037 39,124 26,692 654,174 Additions Livro Fácil — 13 4,754 11,835 — 2,283 18,885 Additions 12,022 6 — — 9,578 — 21,606 Disposals — — — — — ( 61 ) ( 61 ) Amortization ( 13,252 ) ( 961 ) ( 12,019 ) — — ( 10,717 ) ( 36,949 ) Transfers 17,892 — — — ( 18,408 ) 516 — At December 31, 2017 36,985 159,816 130,975 280,872 30,294 18,713 657,655 Additions 2,985 — — — 23,557 1,045 27,587 Disposals — ( 5 ) — — — ( 386 ) ( 391 ) Amortization ( 10,993 ) ( 961 ) ( 10,473 ) — — ( 9,545 ) ( 31,972 ) At October 10, 2018 28,977 158,850 120,502 280,872 53,851 9,827 652,879 _______________ (i) Refers to the balances of Livro Fácil, as presented in note 26 | |
Schedule of goodwill allocated to each CGU | At December 31, 2017 Content & EdTech Platform 269,037 Digital Platform 11,835 280,872 |
Bonds and financing - Somos -_2
Bonds and financing - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Bonds and financing | ||
Schedule of bonds and financing | December 31, 2019 Additions by business combination (i) Payment of interest Payment (ii) Interest accrued Transfers December 31, 2020 Bonds with Related Parties 440,947 - ( 49,369 ) ( 852,135 ) 52,900 910,400 502,743 Finance Leases - - ( 35 ) - 35 139 139 Current liabilities 440,947 - ( 49,404 ) ( 852,135 ) 52,935 910,539 502,882 Bonds with Related Parties 1,200,000 - - - - ( 910,400 ) 289,600 Finance - 998 - - - ( 139 ) 859 Non-current liabilities 1,200,000 998 - - - ( 910,539 ) 290,459 Total 1,640,947 998 ( 49,404 ) ( 852,135 ) 52,935 - 793,341 (i) On November 21, 2018, MindMakers, which became a subsidiary of the Company in February 2020, entered into a bank credit note (cédula de crédito bancário) in favor of Banco de Desenvolvimento de Minas Gerais S.A. – BDMG, for an aggregate amount of R$ 1,676 72 taxa de juros de longo prazo – TJLP 5 (ii) On August 4, 2020, the Company, substantially settled bonds with related parties amounting to R$ 852,135 29,864 7 1 310,918 8 448,826 9 115,591 7 2 4,671 6 2 1,994 At December 31, 2018 Capitalization of bonds (i) Contribution of bonds (ii) Payment of interest Interest accrued Transfers (iii) December 31, 2019 Bonds 338,556 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 102,910 ) 440,947 Finance lease 1,303 - - - - ( 1,303 ) - Current liabilities 339,859 ( 186,617 ) 417,030 ( 88,732 ) 63,620 ( 104,213 ) 440,947 Bonds 1,300,000 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 102,910 1,200,000 Finance leases 18,608 - - - - ( 18,608 ) - Non-current liabilities 1,318,608 ( 1,321,680 ) 1,118,770 ( 28,964 ) 28,964 84,302 1,200,000 Total 1,658,467 ( 1,508,297 ) 1,535,800 ( 117,696 ) 92,584 ( 19,911 ) 1,640,947 (i) On September 28, 2019 4 5 1,508,297 (ii) On November 19, 2019 1,535,801 50 (iii) Due to the adoption of IFRS 16 | |
Schedule of bonds' description | As of December 31, 2020 Subscriber Related Parties Related Parties Related Parties Related Parties Issuance 5 5 6 7 Serie Serie 1 Serie 2 Serie 2 Single Date of issuance 03/15/2018 08/15/2018 08/15/2017 08/15/2018 Maturity Date 03/15/2021 08/15/2023 08/15/2022 08/16/2021 First payment after 60 60 60 36 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Semi-annual interest Financials charges CDI + 1.15 CDI + 1.00 CDI + 1.70 CDI + 1.15 Principal amount (in million R$) 100 100 200 378 | |
Somos - Anglo (Predecessor) | ||
Bonds and financing | ||
Schedule of bonds and financing | January 1 2017 Additional Principal Payment of principal Payment of interest Interest accrued Transfers December 31 2017 Bonds: 95,912 — ( 95,000 ) ( 59,826 ) 78,259 198,208 217,553 With third parties 95,912 — ( 95,000 ) ( 59,826 ) 55,340 198,208 194,634 With Related Parties — — — — 22,919 — 22,919 Current liabilities 95,912 — ( 95,000 ) ( 59,826 ) 78,259 198,208 217,553 Bonds: 387,819 800,000 — — — ( 198,208 ) 989,611 With Third parties 387,819 — — — — ( 198,208 ) 189,611 With Related Parties — 800,000 — — — — 800,000 Non-current liabilities 387,819 800,000 — — — ( 198,208 ) 989,611 Total 483,731 800,000 ( 95,000 ) ( 59,826 ) 78,259 — 1,207,164 January 1 2018 Additional Principal Payment of principal Payment of interest Interest accrued Transfers October 10 2018 Bonds: 217,553 — ( 380,000 ) ( 103,392 ) 79,230 495,912 309,303 With third parties (i) 194,634 — ( 380,000 ) ( 15,556 ) 1,397 199,525 — With Related Parties 22,919 — — ( 87,836 ) 77,833 296,387 309,303 Finance leases (ii) — 1,980 ( 664 ) ( 36 ) 5 442 1,727 Current liabilities 217,553 1,980 ( 380,664 ) ( 103,428 ) 79,235 496,354 311,030 Bonds: 989,611 800,049 — — 9,914 ( 495,912 ) 1,303,662 With Third parties 189,611 — — — 9,914 ( 199,525 ) — With Related Parties 800,000 800,049 — — — ( 296,387 ) 1,303,662 Finance leases (ii) — 19,050 — — — ( 442 ) 18,608 Non-current liabilities 989,611 819,099 — — 9,914 ( 496,354 ) 1,322,270 Total 1,207,164 821,079 ( 380,664 ) ( 103,428 ) 89,149 — 1,633,300 (i) On April 06, 2018, was settled in advance the third party bond in the total amount of R$ 380,000 (ii) Corresponds to the rent obligation (which was classified as a finance lease) related to a sale and leaseback agreement of a property located at João Dias Avenue in the city of São Paulo, in March, 2018, which was measured at present value in R$ 21,030 25,500 9,104 120 120 223 0.41 | |
Schedule of bonds' description | As of October 10, 2018 Subscriber Related Parties Related Parties Related Parties Issuance 4 4 5 Serie 1 2 Single Date of issuance 08/15/2017 08/15/2017 03/15/2018 Maturity date 08/15/2020 08/15/2022 05/15/2021 First payment after 12 36 36 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Financial charges CDI + 0,90 CDI + 1,70 CDI + 1,15 Total amount (in million R$) 600 200 800 Covenants No No No As of December 31, 2017 Subscriber Third Parties Related Parties Related Parties Issuance 3 4 4 Serie Single 1 2 Date of issuance 10/31/2014 08/15/2017 08/15/2017 Maturity date 10/31/2019 08/15/2020 08/15/2022 First payment after 36 12 36 Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Financial charges CDI + 1,7 CDI + 0,90 CDI + 1,70 Total amount (in million R$) 475 600 200 Covenants Yes No No |
Suppliers - Somos - Anglo (Pr_2
Suppliers - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Suppliers | ||
Schedule of trade suppliers | December 31, 2020 December 31, 2019 Local suppliers 128,639 98,824 Related parties (note 20 20,985 1,219 Copyright 19,317 28,685 Reverse factoring (i) 110,513 94,930 279,454 223,658 | |
Somos - Anglo (Predecessor) | ||
Suppliers | ||
Schedule of trade suppliers | As of December 31, 2017 As of January 01, 2017 Local Suppliers 87,010 63,833 International suppliers 2,040 3,160 Copyright 35,376 51,435 Reverse Factoring (b) 99,685 98,320 Related parties (note 19 3,354 800 Other 1,050 3,175 228,515 220,723 |
Contract liabilities and defe_6
Contract liabilities and deferred income - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Contract liabilities and deferred income | ||
Schedule of contract liabilities and deferred income | The balance of this account comprises the following amounts: December 31, 2020 December 31, 2019 Refund liability (i) 42,005 45,248 Sales of employees' payroll (iii) 2,348 4,173 Deferred income in leaseback agreement (ii) 6,665 7,500 Other liabilities 2,689 1,603 53,707 58,524 Current 47,169 49,328 Non-current 6,538 9,196 53,707 58,524 (i) Refers to the customers right to return products. (ii) In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500 . This transaction included deferred income of R$ 9,104 , which will be appropriated according to the lease term of the property ( 120 months). (iii) Refers to deferred income related to the sale of a 5 -year exclusivity to process our Company employees’ payroll to Banco Itaú for R$ 7,000 thousand, in August 2017. This income will be recognized on a straight-line basis throughout the contract term as “Other Operating income” as the Company believes that the rights of exclusivity are transferred to Itaú over this year. | |
Somos - Anglo (Predecessor) | ||
Contract liabilities and deferred income | ||
Schedule of contract liabilities and deferred income | The balance of this account is comprised by the following amounts: As of December 31, 2017 As of January 01, 2017 Refund liability (i) 68,833 68,149 Sales of employees’ payroll (ii) 6,800 — Other liabilities 2,520 94 78,153 68,243 Current 72,918 68,243 Non-current 5,235 — 78,153 68,243 (i) Relates to customers’ right to return products. (ii) Refers to deferred income related to the sale of a 5 7,000 |
Accounts payable for business_6
Accounts payable for business combination - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Accounts payable for business combination | ||
Schedule of changes in accounts payable for business combination | December 31, 2020 December 31, 2019 Opening balance 10,941 10,708 Additions 58,857 - Payment ( 26,389 ) - Interest adjustment 1,568 52 Others 3,078 181 Closing balance 48,055 10,941 | |
Somos - Anglo (Predecessor) | ||
Accounts payable for business combination | ||
Schedule of changes in accounts payable for business combination | Opening balance – at January 1, 2017 — Additions 10,203 Balances at December 31, 2017 10,203 Interest 386 Closing balance at October 10, 2018 10,589 |
Salaries and Social Contribut_6
Salaries and Social Contribution - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Salaries and Social Contribution | ||
Schedule of salaries and social contribution | December 31, 2020 December 31, 2019 Salaries payable 15,891 20,658 Social contribution payable (i) 30,511 9,532 Provision for vacation pay 15,920 13,213 Provision for profit sharing (ii) 5,880 18,333 Others 921 12 69,123 61,748 (i) Refers to the effect of social contribution over restricted share units compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on monthly basis according to the Company’s share price. (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. In 2020 19 2021 | |
Somos - Anglo (Predecessor) | ||
Salaries and Social Contribution | ||
Schedule of salaries and social contribution | As of December 31, 2017 As of January 01, 2017 Salaries payable 21,578 24,391 Social contributions payable 9,171 12,246 Provision for vacation bonus 13,731 12,313 Provision for bonus 15,531 14,803 Others 2,785 2,180 62,796 65,933 |
Related parties - Somos - Ang_2
Related parties - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Related parties | ||
Schedule of balances with related parties | Other receivables (i) Trade receivables (Note 10 Indemnification asset (note 20 Other payments (ii) Loans (iii) Suppliers (note 15 Bonds (note 14 Cogna Educação S.A. - - 153,714 1,354 20,884 - 691,451 Anhanguera Educacional Participacoes SA. - 413 - - - - - Editora Atica S.A. - 1,193 - 72,158 - 7,392 - Editora Scipione S.A. - 414 - 13,408 - 1,386 - Centro Educacional Leonardo Da Vinci SS - 63 - - - - - Maxiprint Editora Ltda. 13 367 - - - 26 - Pax Editora E Distribuidora Ltda. - - - - - - - Saraiva Educacao S.A. - 804 - 36,454 - 8,010 - Colegio Visao Eireli - 115 - - - - - Colegio Manauara Lato Sensu Ltda. - 2,838 - - - 173 - Pitagoras Sistema De Educacao Superior Ltda. - 127 - - - - - Somos Idiomas SA 79 - - - - - - SGE Comercio De Material Didatico Ltda. - 6 - 41 - 661 - Sistema P H De Ensino Ltda. - 2,348 - 2,116 - 163 - Escola Mater Christi Ltda. - 216 - - - 104 - Somos Educação S.A. - - - - - - - Saber Serviços Educacionais S.A. 1,686 3,710 - - - 2,658 100,892 Acel Adminstração de Cursos Educacionais Ltda - 2,899 - - - 36 - Educação Inovação e Tecnologia S.A. - - - 229 - 0 - Somos Operações Escolares S.A. 292 980 - - - - - Sociedade Educacional Doze De Outubro Ltda. - 231 - - - 36 - Colégio Motivo Ltda. - 1,250 - - - 249 - Colégio JAO Ltda. - 772 - - - - - Editora E Distribuidora Educacional S.A. - 528 - 9,547 - 89 - Colégio Ambiental Ltda - 315 - - - - Conlégio Cidade Ltda - 155 - - - - Curso e Colégio Coqueiro Ltda - 188 - - - - ECSA Escola A Chave do Saber Ltda - 435 - - - - EDUFOR Serviços Educacionais Ltda - 10 - - - - Escola Riacho Doce Ltda - 253 - - - - Nucleo Brasileiro de Estudos Avançados Ltda - 391 - - - - Papelaria Brasiliana Ltda - 1,478 - - - - Sociedade Educacional Alphaville Ltda - 190 - - - - Sociedade Educacional NEODNA Cuiaba Ltda - 101 - - - - 2,070 22,791 153,714 135,307 20,884 20,985 792,343 (i) Refers to other receivables related to cost sharing agreements where substantially Saber Serviços Educacionais (“Saber”), a Cogna Group entity, takes services from the Company; (ii) Refers substantially to “Reverse Factoring” contracts for raw material purchases, specifically graphics and paper, which the Company reimburses Atica and Scipione. See item a, below; and (iii) On April 1, 2020 the Company signed a loan agreement with Cogna Educação S.A. in the amount of R$ 20,000 3,75 884 December 31, 2019 Other receivables Trade receivables (Note 10 Indemnification asset (note 20 Other payments Loans Suppliers (note 15 Bonds (note 14 Cogna Educação SA, - - 149,600 - - - 1,539,146 Anhanguera Educacional Participacoes SA, - 1,150 - - - - - Editora Atica SA, 16 281 - 31,944 - - - Editora Scipione SA, 4,743 304 - - - - - Escola Mater Christi Ltda, - 204 - 130 - - - Maxiprint Editora Ltda, 4,021 1,154 - - - - - Pax Editora E Distribuidora Ltda, - 49 - - - - - Saraiva Educacao SA, 28,226 424 - - - - - Somos Idiomas SA, 75 2 - - - - - Acel Administracao De Cursos Educacionais Ltda, - 1,415 - - - - - Ecsa Escola A Chave Do Saber Ltda, - 212 - - - - - Colégio Jao Ltda, - 415 - - - - - Colégio Motivo Ltda, - 1,442 - - - - - Editora E Distribuidora Educacional SA, - 2,705 - - - 737 - Sge Comercio De Material Didatico Ltda, 6 5 - - - 482 - Sistema P H De Ensino Ltda, - 2,027 - 18 - - - Somos Operações Escolares SA, 42 - - 4,197 29,192 - - Saber Serviços Educacionais SA, - 5,041 - - - - 101,801 Sociedade Educacional Doze De Outubro Ltda, - 232 - - - - - Saber Serviços Educacionais as 1,012 - - - - - - Editora E Distribuidora Educacional as - - - 12,955 - - - 38,141 17,062 149,600 49,244 29,192 1,219 1,640,947 | |
Schedule of transactions with related parties | Year ended December 31, 2020 Year ended December 31, 2019 October 11, 2018 to December 31, 2018 Transactions held: Revenues Finance costs Cost Sharing (note 20 Sublease (note 20 Revenues Finance costs (i) Revenues Finance costs Cogna Educação S.A. - 48,432 - - - 86,839 - - Somos Educação S.A. - 278 - - - - - - Editora Atica S.A. 7,287 229 11,989 15,364 - - - - Editora Scipione SA. 1,551 - - - - - - - Colégio Manauara Lato Sensu Ltda. 3,139 - - - - - - - Maxiprint Editora Ltda. 612 - - - - - - - Saraiva Educacao SA. 3,364 - - 3,739 - - - - Sociedade Educacional Parana Ltda. 795 - - - - - - - Acel Administracao De Cursos Educacionais Ltda. 1,230 - - - - 283 - Sociedade Educacional Neodna Cuiaba Ltda. 367 - - - 1,307 - - - Ecsa Escola A Chave Do Saber Ltda. 657 - - - - - - - Colégio Motivo Ltda. 1,308 - - - - - 316 - Sistema P H De Ensino Ltda. 5,776 - - - 1,909 - 3,267 - Saber Serviços Educacionais S.A. 1,254 6,740 - 729 4,642 5,744 - 25,591 Sociedade Educacional Doze De Outubro Ltda 295 - - - 1,770 - 134 - Editora E Distribuidora Educacional SA. 1,841 - 36,144 1,489 469 - 592 - Somos Operações Escolares SA. - - - - 1,647 - - - Escola Mater Christi 246 - - - - - 120 - Colegio JAO Ltda. 387 - - - 311 - 127 - Centro Educacional Leonardo Da Vinci SS 1,319 - - - 511 - - - Nucleo Brasileiro de Estudos Avancados Ltda 423 - - - - - - - Papelaria Brasiliana Ltda 1,287 - - - - - - - Sociedade Educacional Alphaville SA 317 - - - - - - - Sociedade Educacional NEODNA Cuiaba Ltda - EPP 367 - - - - - - - Others - - - 362 134 - 72 - 33,822 55,679 48,133 21,683 12,700 92,583 4,911 25,591 (i) Refers to debentures interest; see Note 14 | |
Schedule of key management personnel compensation expenses | December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Short-term employee benefits (i) 6,982 11,430 155 Share-based compensation plan (ii) 33,594 1,372 475 40,576 12,802 630 (i) The Company, as a result of COVID- 19 (ii) Refers substantially to share-based compensation plan, considered as IPO Bonus, which included payroll charges. | |
Somos - Anglo (Predecessor) | ||
Related parties | ||
Schedule of balances with related parties | As of December 31, 2017 As of January 01, 2017 Trade receivables Supplier Bonds Trade receivables Supplier Open balances (iii) (ii) (i) (iii) (ii) Acel Administração De Cursos Educacionais Ltda. 582 657 — 2,162 27 Colegio Jao Ltda. 234 169 — — — Colegio Motivo Ltda. 705 1,195 — 1,533 11 Colegio Sao Jose De Petropolis Ltda 18 18 — — — Complexo Educacional Agora Eu Passo S/S Plenarium Agora 1 13 — — — Curso P H Ltda. 117 — — 47 — Ecsa Escola A Chave do Saber Ltda. 40 95 — 108 — Edumobi Tecnologia de Ensino Movel Ltda. 67 122 — — 754 Escola Mater Christi Ltda. 50 48 — 176 — Etb Editora Tecnica Do Brasil Ltda. — 2 — — 2 Jafar Sistema De Ensino e Cursos Livres S.A. — 10 — — — Sistema P H De Ensino Ltda. 391 638 — 390 6 Sociedade Educacional Doze de Outubro Ltda. 43 91 — 49 — Sociedade Educacional Parana Ltda. 97 169 — 163 — Somos Educacao S.A. (i) 106 90 822,919 — — Somos Operacoes Escolares S.A. 17 37 — — — 2,468 3,354 822,919 4,628 800 | |
Schedule of transactions with related parties | January 1, 2018 to October 10, 2018 Transactions Revenue (iii) Finance costs (i) Sistema Ph De Ensino 6,524 — Colégio Motivo 471 — Acel Administração De Cursos Educacionais 172 — Sociedade Educacional Parana 1,926 — Sociedade Educacional Doze De Outubro 376 — Colégio Integrado Jao 224 — Somos Educação S.A. (i) 6 77,833 Outros 120 — 9,819 77,833 Year ended December 31, 2017 Transactions Revenue (iii) Finance costs (i) Sistema Ph De Ensino 281 — Curso PH 6,438 — Colégio Motivo 1,548 — Acel Administração De Cursos Educacionais 1,129 — Sociedade Educacional Parana 2,023 — Sociedade Educacional Doze De Outubro 440 — Escola Mater Christi 181 — Colégio Integrado Jao 771 — Somos Educação E Participações 11 22,919 Outros 106 — 12,928 22,919 _______________ (i) As described in note 14 (ii) Refer to outstanding reimbursements to other related parties or with operations with the Parent Entities that are not part of the business. For shared expenses incurred, that were allocated to the Business according to the assumptions presented in note 2 (iii) Substantially refers to the amounts arising from the direct sales of printed books and learning systems to other entities of Somos’ Group for resale to its own clients. | |
Schedule of key management personnel compensation expenses | January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Short-term employee benefits 1,108 2,020 Share-based compensation plan (i) 47,756 5,591 48,864 7,611 (i) Certain executive officers also participate in the share-based compensation plan (see Note 22 22 |
Provision for risks of tax, c_2
Provision for risks of tax, civil and labor losses and Judicial deposits and escrow accounts - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | ||
Schedule of contingent liabilities | December 31, 2020 December 31, 2019 Proceedings whose likelihood of loss is probable Tax proceedings (i) 575,724 557,782 Labor proceedings (ii) 6,591 9,967 Civil proceedings - 1 582,315 567,750 Liabilities assumed in Business Combination Labor proceedings (ii) 31,305 41,226 Civil proceedings 313 31 31,618 41,257 Total of provision for tax, civil and labor losses 613,933 609,007 (i) Primarily refers to income tax positions taken by the predecessor Somos (Vasta Predecessor) and the Company (Sucessor) 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 jurisprudence on a similar tax case also reached in 2018 , the Company reassessed this income tax position and recorded a liability, including interest and penalties, in the Consolidated Carve-out Financial Statements, (ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary differential, night shift premium, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. | |
Schedule of changes in provision for contingent liabilities | December 31, 2019 Additions Reversals Interest Total effect on the result Payments December 31, 2020 Tax proceedings 557,783 10,651 ( 4,189 ) 11,479 20,836 - 572,724 Labor proceedings 51,193 2,093 ( 9,538 ) 1,805 ( 5,640 ) ( 7,657 ) 37,896 Civil proceedings 31 430 ( 102 ) 13 341 ( 59 ) 313 Total 609,007 13,174 ( 13,829 ) 13,297 15,537 ( 7,716 ) 613,933 Reconciliation with profit or loss for the period Finance expense - - ( 13,297 ) General and administrative expenses ( 11,737 ) 13,829 - Income tax and social contribution ( 1,437 ) - - Total ( 13,174 ) 13,829 ( 13,297 ) As of December 31, 2018 Additions Reversals Interest Total effect on the result Payments December 31, 2019 Tax proceedings 502,764 16,339 ( 699 ) 39,379 55,019 - 557,783 Labor proceedings 49,652 4,133 ( 4,585 ) 1,993 1,541 - 51,193 Civil proceedings 2,149 65 ( 2,239 ) 56 ( 2,118 ) - 31 Total 554,565 20,537 ( 7,523 ) 41,428 54,442 - 609,007 Reconciliation with profit or loss for the period Finance expense - - ( 41,428 ) General and administrative expenses ( 4,198 ) 7,523 - Income tax and social contribution ( 16,339 ) - - Total ( 20,537 ) 7,523 ( 41,428 ) | |
Schedule of judicial deposits and escrow accounts | December 31, 2020 December 31, 2019 Tax proceedings 2,004 1,419 Labor proceedings - 955 Indemnification asset -Former owner 2,003 5,476 Indemnification asset – Related Parties (i) Note 20 153,714 149,600 Escrow-account (ii) 15,027 15,482 172,748 172,932 (i) Refers to an indemnification asset from the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 153,714 149,600 20 (ii) Refers to guarantees received as a consequence of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize. | |
Somos - Anglo (Predecessor) | ||
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | ||
Schedule of contingent liabilities | As of December 31, 2017 As of January 01, 2017 Labor proceedings (i) 9,173 15,671 Tax proceedings 81 — Civil proceedings 4 728 9,258 16,399 _______________ (i) The Business is a party to labor demands, which the most frequent cases refer to holiday proportional, salary differential, night additional pay, overtime, social contribution, among others. There are no individual labor demands with material amounts that require specific disclosure. | |
Schedule of changes in provision for contingent liabilities | As of January 1, 2017 Additions Reversals Interest Total effect on the result Payments As of December 31, 2017 Tax proceedings — 81 — — 81 — 81 Labor proceedings 15,671 1,312 ( 2,697 ) — ( 1,385 ) ( 5,113 ) 9,173 Civil proceedings 728 87 ( 16 ) — 71 ( 795 ) 4 Total 16,399 1,480 ( 2,713 ) — ( 1,233 ) ( 5,908 ) 9,258 As of December 31 2017 Additions Reversals Interest Total effect on the result Payments As of October 10, 2018 Tax proceedings (i) 81 421,906 — 70,563 492,469 — 492,550 Labor proceedings 9,173 4,315 ( 2,169 ) 35 2,181 ( 767 ) 10,587 Civil proceedings 4 ( 8 ) — 8 — — 4 Total 9,258 426,213 ( 2,169 ) 70,606 494,650 ( 767 ) 503,141 Reconciliation with profit or loss for the period Finance expense — — ( 70,606 ) ( 70,606 ) General and administrative expenses ( 152,763 ) 2,169 — ( 150,594 ) Income tax and social contribution ( 273,450 ) — — ( 273,450 ) Total ( 426,213 ) 2,169 ( 70,606 ) ( 494,650 ) _______________ (i) Mainly refers to income tax positions taken by the Business in connection with a corporate reorganization held in 2010 2018 2018 | |
Schedule of possible contingencies | Tax Labor Civil Total Contingent liabilities — 39,052 2,135 41,187 | |
Schedule of judicial deposits and escrow accounts | As of December 31, 2017 As of January 01, 2017 Tax proceedings 2,450 2,450 Labor proceedings 509 390 Civil proceedings 17 11 Indemnification asset - Former owner 3,074 2,975 6,050 5,826 |
Current and Deferred Income T_6
Current and Deferred Income Tax and Social Contribution - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Current and Deferred Income Tax and Social Contribution | ||
Schedule of reconciliation of income tax and social contribution expense | As of December 31, 2020 As of December 31, 2019 From October 11 to December 31, 2018 Loss before income tax and social contribution for the year ( 71,053 ) ( 90,315 ) 3,690 Nominal statutory rate of income tax and social contribution 34 % 34 % 34 % IRPJ and CSLL calculated at the nominal rates 24,158 30,707 ( 1,255 ) Permanent Additions 1,246 ( 1,100 ) ( 3,475 ) Total IRPJ and CSLL 25,404 29,607 ( 4,730 ) Current IRPJ and CSLL in the result 7,874 ( 22,113 ) ( 4,750 ) Deferred IRPJ and CSLL in the result 17,530 51,720 20 25,404 29,607 ( 4,730 ) Effective tax rate of Income and social contribution tax expenses 36 % 33 % 128 % | |
Schedule of changes in deferred income tax and social contribution assets and liabilities | October 11 to December 31, 2018 Effect on profit (loss) As of December 31, 2018 First adoption of IFRS 16 Effect on profit (loss) Effect on Parent´s Net Investment (i) As of December 31, 2019 Income tax/social contribution: I ncome tax and social contribution losses carryforwards 119,557 ( 9,058 ) 110,499 - 6,573 ( 85,719 ) 31,353 Temporary Differences: I mpairment losses on trade receivables 9,068 ( 2,536 ) 6,532 - 1,129 ( 931 ) 6,730 Provision for obsolete inventorie 25,906 ( 1,287 ) 24,619 - ( 19,289 ) 2,423 7,753 I mputed interest on supplier ( 428 ) ( 9,938 ) ( 10,366 ) - 8,477 ( 1,414 ) ( 3,303 ) Provision for risks of tax, civil and labor losses 3,624 2,243 5,867 - 15,497 ( 1,175 ) 20,189 Refund liabilities and right to returned good 12,162 5,805 17,967 - ( 6,170 ) 3,201 14,998 Lease Liabilities - - - 1,508 1,308 778 3,594 F air value adjustments on business combination (i) ( 90,889 ) 12,997 ( 77,892 ) - 46,574 832 ( 30,486 ) O ther termporary provision 8,951 1,794 10,745 - ( 2,379 ) ( 1,854 ) 6,512 Deferred Assets, net 87,951 20 87,971 1,508 51,720 ( 83,859 ) 57,340 (i) On December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ ( 83,859 As of December 31, 2019 Effect on profit (loss) Effect on Parent´s Equity (i) (note 1.4 As of December 31, 2020 Income tax/social contribution: Income tax and social contribution losses carryforwards (iii) 31,353 137,228 13,676 182,257 Temporary Differences: Impairment losses on trade receivables 6,730 2,813 - 9,543 Provision for obsolete inventories 7,753 ( 4,490 ) - 3,263 Imputed interest on suppliers ( 3,303 ) 2,559 - ( 744 ) Provision for risks of tax, civil and labor losses 20,189 ( 1,051 ) - 19,138 Refund liabilities and right to returned goods 14,998 ( 4,095 ) - 10,903 Lease Liabilities 3,594 1,170 - 4,764 Goodwill and fair value adjustments on business combination (ii) ( 30,486 ) ( 120,112 ) - ( 150,598 ) Other temporary difference 6,512 3,508 - 10,020 Deferred Assets, net 57,340 17,530 13,676 88,546 (i) Refers to the tax effect over temporary differences, specifically IPO costs capitalization recorded in the Somos Sistemas de Ensino S.A. (Company’s affiliate) being its effects on equity and counterparty on deferred tax assets financial statement line. Here is important to enhance that part of IPO costs, that included auditing, lawyer’s advisor, banks fees and other directly costs attributable to the IPO were paid by the Company. The Parent Company, Vasta Platform, does not accrued deferred tax assets. (ii) Goodwill and fair value adjustments on business combination comprise three (iii) Refers to tax losses carryforwards accumulated supported by the Company’s forecasts of the future profitability. | |
Somos - Anglo (Predecessor) | ||
Current and Deferred Income Tax and Social Contribution | ||
Schedule of reconciliation of income tax and social contribution expense | January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Loss before income tax and social contribution for the year ( 346,346 ) ( 10,609 ) Combined nominal statutory rate of income tax and social contribution 34 % 34 % IRPJ and CSLL calculated at the nominal rates 117,758 3,607 Permanent exclusion (additions) 390 ( 1,535 ) Provision for risks of income taxes (note 20 ( 273,450 ) — Permanent additions of penalties of income tax (note 20 ( 49,045 ) — Derecognition of previously recognized deductible temporary difference on goodwill (ii) ( 62,654 ) — ( 267,001 ) 2,072 Current IRPJ and CSLL in the result ( 274,408 ) — Deferred IRPJ and CSLL in the result 7,407 2,072 ( 267,001 ) 2,072 _______________ (i) Refers to net loss for the period/year for the carved-out operations of the Parent Entities that will not be realized due to legal entity structure. | |
Schedule of changes in deferred income tax and social contribution assets and liabilities | January 1, 2017 Effect on profit (loss) December 31, 2017 Effect on profit (loss) October 10, 2018 Income tax and social contribution losses carryforwards (iii) 48,486 17,386 65,872 53,684 119,556 Temporary Differences: Impairment losses on trade receivables 7,012 ( 364 ) 6,648 1,443 8,091 Provision for obsolete inventories 22,845 1,505 24,350 353 24,703 Imputed interest on suppliers ( 8,197 ) 2,518 ( 5,679 ) 5,251 ( 428 ) Provision for risk of tax, civil and labor losses 5,576 ( 2,428 ) 3,148 25,895 29,043 Refund liabilities and right to returned goods 10,325 7,847 18,172 ( 7,593 ) 10,579 Other temporary provision 13,482 ( 6,828 ) 6,654 2,296 8,950 Goodwill and fair value adjustments on business combination (ii) ( 112,190 ) 4,549 ( 107,641 ) ( 57,890 ) ( 165,531 ) Tax benefit of goodwill to be incurred (ii) 38,145 ( 22,113 ) 16,032 ( 16,032 ) — Deferred liabilities, net 25,484 2,072 27,556 7,407 34,963 _______________ (ii) As described in footnote 20 62,654 (iii) Includes R$ 108,505 52,680 37,712 1 |
Share-based compensation - So_2
Share-based compensation - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Share-based compensation | ||
Schedule of changes in share-based plan arrangements | Vasta Plans December 31, 2019 Employees Shares transferred from Cogna to the Company (c) Share units granted July Share units granted in November Share units to be issued and delivered December 31, 2020 Bonus Vasta Plan to Vasta (a) - - 142,323 - ( 142,323 ) - Bonus Vasta Plan to Cogna (a) - - 269,080 - ( 269,080 ) - Long term investment – Vasta to Vasta and Cogna (b) - 29,736 821,918 80,950 - 932,604 Total - 29,736 1,233,321 80,950 ( 411,404 ) 932,603 (a) IPO Bonus – Part of RSUs were considered as IPO Bonus, being 411,404 19,00 5.14 29,124 10,408 1 (b) Long Term Investment – (“ILP”) – The Company compensates part of its employees and management. This plan will grant up to 3 five 5 30 (c) On July 31, 2020, part of Vasta management eligible to Cogna Plan had cancelled 330,322 29,736 | |
Somos - Anglo (Predecessor) | ||
Share-based compensation | ||
Schedule of share-based plan arrangements | Share-based Plan arrangements 2014 2015 2016 2017 2018 Estimated grant date 31-05-15 31-05-16 31-05-17 31-05-18 31-05-19 Share price at estimated grant date R$ 12.33 9.47 14.35 21.69 22.60 Vesting period annually for 5 from 2015 annually for 5 from 2016 annually for 5 from 2017 annually for 5 from 2018 annually for 5 from 2019 | |
Schedule of changes in share-based plan arrangements | Original Terms Amended Terms As of December 31, 2017 Granted during the period Settled during the period Reclassified Granted during the period As of October 10, 2018 Weighted average price of settled shares Equity Settled 949,236 172,430 ( 558,364 ) ( 111,477 ) — 451,825 11.51 Cash Settled — — — 111,477 1,793,053 1,904,530 23.75 Total 949,236 172,430 ( 558,364 ) — 1,793,053 2,356,355 _______________ (i) With the effective transfer of the control of Somos Group to SABER Serviços Educacionais S.A. (“SABER”), indirect subsidiary of Cogna Educação S.A, on October 11, 2018, all shares granted and undelivered were settled by Somos Group (see Note 30 |
Net Revenue from sales and Se_6
Net Revenue from sales and Services - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Net Revenue from sales and Services | ||
Schedule of revenue by categories | December 31, 2020 December 31, 2019 October 11 to December 31, 2018 Learning Systems Gross revenue 608,200 542,070 101,097 Deductions from gross revenue Taxes ( 40 ) ( 79 ) ( 624 ) Discounts ( 8,603 ) ( 37,989 ) ( 3,263 ) Returns ( 17,553 ) ( 9,350 ) ( 1,443 ) Net revenue 582,003 494,652 95,767 Textbooks Gross revenue 308,298 339,535 138,017 Deductions from gross revenue Taxes ( 250 ) ( 2,251 ) ( 858 ) Discounts - - - Returns ( 72,488 ) ( 58,757 ) ( 28,867 ) Net revenue 235,560 278,527 108,292 Complementary Education Services Gross revenue 63,491 33,106 1,725 Deductions from gross revenue Taxes ( 17 ) ( 37 ) - Discounts ( 6 ) ( 1 ) - Returns ( 2,880 ) ( 1,880 ) ( 39 ) Net revenue 60,588 31,188 1,686 Other services (i) Gross revenue 34,118 83,094 32,408 Deductions from gross revenue Taxes ( 3,864 ) ( 3,686 ) ( 1,230 ) Discounts - ( 911 ) ( 424 ) Returns - ( 605 ) ( 20 ) Net revenue 30,254 77,892 30,734 Total Content & EdTech Gross revenue 1,014,107 997,805 273,247 Deductions from gross revenue Taxes ( 4,171 ) ( 6,053 ) ( 2,712 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 92,921 ) ( 70,592 ) ( 30,369 ) Net revenue 908,406 882,259 236,479 Total Digital Services - Ecommerce Gross revenue 97,632 112,352 10,901 Deductions from gross revenue Taxes ( 2,261 ) ( 3,239 ) ( 481 ) Returns ( 6,149 ) ( 1,689 ) ( 538 ) Net revenue 89,222 107,424 9,882 Total Gross revenue 1,111,739 1,110,157 284,148 Deductions from gross revenue Taxes ( 6,431 ) ( 9,292 ) ( 3,193 ) Discounts ( 8,609 ) ( 38,901 ) ( 3,687 ) Returns ( 99,071 ) ( 72,281 ) ( 30,907 ) Net revenue 997,628 989,683 246,361 Sales 967,374 971,250 241,221 Services 30,254 18,433 5,140 Net revenue 997,628 989,683 246,361 (i) Refers also to revenue from sales of textbooks used in preparatory courses for university admission exams. | |
Somos - Anglo (Predecessor) | ||
Net Revenue from sales and Services | ||
Schedule of revenue by categories | January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Learning Systems Gross revenue 330,779 348,982 Deductions from gross revenue Taxes ( 81 ) 39 Discounts ( 36,443 ) ( 35,721 ) Returns ( 16,313 ) ( 22,307 ) Net revenue 277,942 290,993 January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Textbooks Gross revenue 147,593 351,334 Deductions from gross revenue Taxes ( 1,018 ) ( 1,040 ) Returns ( 20,827 ) ( 59,284 ) Net revenue 125,748 291,010 Complementary Education Solution Gross revenue 22,989 30,065 Deductions from gross revenue Taxes ( 160 ) ( 1,329 ) Returns ( 2,568 ) ( 914 ) Net revenue 20,261 27,822 Other services (i) Gross revenue 41,685 82,259 Deductions from gross revenue Taxes ( 3,497 ) ( 5,763 ) Discounts ( 716 ) ( 6 ) Returns ( 769 ) ( 353 ) Net revenue 36,703 76,137 Total Content & EdTech Platform segment Gross revenue 543,046 812,640 Deductions from gross revenue Taxes ( 4,756 ) ( 8,092 ) Discounts ( 37,159 ) ( 35,727 ) Returns ( 40,476 ) ( 82,859 ) Net revenue 460,655 685,962 Total Digital Platform segment E-commerce Gross revenue 61,059 — Deductions from gross revenue Taxes ( 2,286 ) — Returns ( 898 ) — Net revenue 57,875 — Total Gross revenue 604,105 812,640 Deductions from gross revenue Taxes ( 7,041 ) ( 8,092 ) Discounts ( 37,159 ) ( 35,727 ) Returns ( 41,375 ) ( 82,859 ) Net revenue 518,530 685,962 Sales 500,358 663,360 Services 18,172 22,602 Net revenue 518,530 685,962 |
Costs and Expenses by Nature _4
Costs and Expenses by Nature - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Costs and expenses by nature | ||
Schedule of costs and expenses by nature | December 31, 2020 December 31, 2019 October 11 to 'December 31, 2018 Salaries and payroll charges (i) ( 279,523 ) ( 200,621 ) ( 62,376 ) Raw materials and productions costs ( 216,791 ) ( 238,635 ) ( 27,267 ) Depreciation and amortization ( 174,088 ) ( 164,932 ) ( 21,770 ) Editorial costs ( 52,794 ) ( 61,281 ) ( 21,638 ) Copyright ( 59,597 ) ( 61,975 ) ( 20,473 ) Advertising and publicity ( 88,965 ) ( 60,416 ) ( 17,091 ) Utilities, cleaning and security ( 19,499 ) ( 11,869 ) ( 9,379 ) Rent and condominium fees ( 14,278 ) ( 20,375 ) ( 7,929 ) Third-party services ( 23,904 ) ( 26,406 ) ( 3,817 ) Travel ( 8,760 ) ( 12,471 ) ( 3,664 ) Consulting and advisory services ( 25,269 ) ( 16,028 ) ( 2,910 ) Impairment losses on trade receivables ( 25,015 ) ( 4,297 ) ( 2,283 ) Material ( 3,708 ) ( 1,087 ) ( 1,762 ) Taxes and contributions ( 2,066 ) ( 3,278 ) ( 267 ) Reversal (provision) for tax, civil and labor risks 2,092 3,325 19 Provision for obsolete inventories ( 4,057 ) ( 6,831 ) 3,098 Income from lease and sublease agreements with related parties 21,683 - - Other income, net 4,283 ( 20,052 ) ( 5,858 ) ( 970,256 ) ( 907,229 ) ( 205,367 ) Cost of sales and services ( 378,003 ) ( 447,049 ) ( 69,903 ) Commercial expenses ( 165,169 ) ( 184,592 ) ( 51,151 ) General and administrative expenses ( 406,352 ) ( 276,427 ) ( 84,898 ) Impairment loss on accounts receivable ( 25,015 ) ( 4,297 ) ( 2,283 ) Other operating income, net 4,283 5,136 2,868 ( 970,256 ) ( 907,229 ) ( 205,367 ) (i) Increase impacted by Bonus IPO expenses recognized in the statement of consolidated Profit and loss, amount R$ 50,580 and also business acquisitions occurred in 2020 . | |
Somos - Anglo (Predecessor) | ||
Costs and expenses by nature | ||
Schedule of costs and expenses by nature | January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Salaries and payroll charges ( 180,118 ) ( 170,694 ) (Provision) reversal for risks of tax, civil and labor losses ( 150,594 ) 1,233 Raw materials and productions costs ( 105,454 ) ( 73,547 ) Editorial costs ( 26,249 ) ( 43,998 ) Depreciation and amortization ( 37,660 ) ( 43,245 ) Copyright ( 31,315 ) ( 55,211 ) Advertising and publicity ( 30,279 ) ( 41,740 ) Utilities, cleaning and security ( 21,718 ) ( 36,808 ) Rental and condominium fees ( 19,474 ) ( 17,795 ) Third-party services ( 11,481 ) ( 20,798 ) Travel ( 11,471 ) ( 11,288 ) Consulting and advisory services ( 10,535 ) ( 13,449 ) Impairment (losses) reversal on trade receivables ( 4,027 ) 908 Provision for losses of obsolete inventories ( 352 ) ( 4,427 ) Taxes and contributions ( 2,560 ) ( 2,875 ) Material ( 2,164 ) ( 5,220 ) Other expenses ( 24,873 ) ( 50,728 ) ( 670,324 ) ( 589,682 ) Cost of goods sold and services ( 220,975 ) ( 255,250 ) Commercial expenses ( 139,052 ) ( 170,651 ) General and administrative expenses ( 310,527 ) ( 162,760 ) Impairment loss on trade receivable ( 4,027 ) 908 Other operating income (expenses), net 4,257 ( 1,929 ) ( 670,324 ) ( 589,682 ) |
Finance result - Somos - Angl_2
Finance result - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Disclosure of finance income (cost) [line items] | ||
Schedule of finance result (net) | December 31, 2020 December 31, 2019 From October 11 to December 31, 2018 Finance income Income from financial investments and marketable securities (i) 16,907 1,703 1,810 Other finance income 4,077 3,713 2,100 20,984 5,416 3,910 Finance costs Interest on bonds and financing (ii) ( 52,935 ) ( 92,583 ) ( 25,611 ) Imputed interest on suppliers (v) ( 13,854 ) ( 24,612 ) ( 6,817 ) Interest on Loans from related parties (iv) ( 3,344 ) - - Bank and collection fees (iii) ( 17,771 ) ( 847 ) ( 607 ) Interest on provision for tax, civil and labor risks ( 13,297 ) ( 41,428 ) ( 6,591 ) Interest on Lease Liabilities ( 15,077 ) ( 16,312 ) - Other finance costs ( 3,131 ) ( 2,403 ) ( 1,588 ) ( 119,409 ) ( 178,185 ) ( 41,214 ) Financial Result (net) ( 98,425 ) ( 172,769 ) ( 37,304 ) (i) Refers to income from Marketable Securities financial income, due to IPO process occurred on July 31, 2020. (ii) Refers to the Bonds with related parties, which include Saber Serviços Educacionais (“Saber”), which the principal and interests are being paid. (iii) Refers substantially to bank and collection fees incurred in connection with certain bank transactions for example, IPO cash remittance from the USA to Brazil and bank fees related to Bank settlements. (iv) Refers to interest on loans with related parties (see note 20 (v) Refers to interest on reverse factoring that as of December 31, 2019 amounted by R$ 302,104 (R$ 94,930 as suppliers and R$ 207,174 as suppliers – related parties) and as of December 31, 2020, R$ 110,513 . | |
Somos - Anglo (Predecessor) | ||
Disclosure of finance income (cost) [line items] | ||
Schedule of finance result (net) | January 1, 2018 to October 10, 2018 Year ended December 31, 2017 Finance income Interest on financial investments 17,429 13,009 Other finance income 9,390 8,822 26,819 21,831 Finance costs Interest on bonds and financing ( 89,149 ) ( 78,259 ) Imputed interest on suppliers ( 49,604 ) ( 45,200 ) Bank and collection fees ( 2,423 ) ( 1,902 ) Interest on Provision for risks of tax, civil and labor losses (note 20 ( 70,606 ) — Other finance expenses ( 9,589 ) ( 3,359 ) ( 221,371 ) ( 128,720 ) Finance result ( 194,552 ) ( 106,889 ) |
Business Combination - Somos _2
Business Combination - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended |
Oct. 10, 2018 | |
Somos - Anglo (Predecessor) | Livraria Livro Facil Ltda [Member] | |
Preparation basis and presentation of Combined Carve-out Financial Statements | |
Schedule of fair values recognized in the business combination using the acquisition method of accounting | As of December 31, 2017 Fair Value Cash and Cash Equivalents 1,013 Trade Receivables 3,349 Inventories (i) 34,250 Tax recoverable 205 Other Assets 1,615 Property, plant and equipment 514 Intangible assets (ii) 7,050 Suppliers ( 34,795 Tax Payables ( 919 Income tax and social contribution payable ( 292 Net Assets 11,990 Goodwill 11,835 Acquisition total cost 23,825 (i) Fair values adjustments were obtained based on the market comparison technique – i.e. the fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. (ii) Substantially refers to “Customer Portfolio which its asset’s fair value was obtained based on the estimated revenue taking into account the contractual customer relationships existing on the acquisition date, with an average contract termination period and a nominal discount rate of 15.00 |
Segment Reporting - Somos - A_2
Segment Reporting - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Segment Reporting | ||
Schedule of business' revenue, its reconciliation to "profit (loss) before finance result and tax", assets and liabilities by reportable segment | December 31, 2020 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 908,406 89,222 997,628 Cost of goods sold and services ( 301,882 ) ( 76,121 ) ( 378,003 ) Operating income (expenses) General and administrative expenses ( 382,740 ) ( 19,329 ) ( 402,069 ) Commercial expenses ( 152,659 ) ( 12,510 ) ( 165,169 ) Other operating income, net - - - Impairment losses on trade receivables ( 25,015 ) - ( 25,015 ) Profit before finance result and taxes 46,110 ( 18,738 ) 27,372 Assets 6,848,198 130,072 6,978,270 Current and non-current liabilities 2,141,107 51,847 2,192,953 December 31, 2019 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 882,259 107,424 989,683 Cost of goods sold and services ( 359,730 ) ( 87,319 ) ( 447,049 ) Operating income (expenses) General and administrative expenses ( 260,338 ) ( 16,089 ) ( 276,427 ) Commercial expenses ( 181,681 ) ( 2,911 ) ( 184,592 ) Other operating net income 5,136 - 5,136 Impairment losses on trade receivables ( 4,297 ) - ( 4,297 ) (Loss) Profit before financial income and taxes 81,349 1,105 82,454 Assets 6,055,892 111,902 6,167,794 Current and non-current liabilities 2,955,764 111,947 3,067,711 From October 11 to December 31, 2018 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 236,479 9,882 246,361 Cost of goods sold and services ( 64,701 ) ( 5,202 ) ( 69,903 ) Operating income (expenses) General and administrative expenses ( 83,963 ) ( 935 ) ( 84,898 ) Commercial expenses ( 49,346 ) ( 1,805 ) ( 51,151 ) Other operating income, net 2,868 - 2,868 Impairment losses on trade receivables ( 2,283 ) - ( 2,283 ) Profit before finance result and taxes 39,054 1,940 40,994 Assets 6,092,753 46,938 6,139,691 Current and non-current liabilities 2,834,102 37,088 2,871,190 | |
Somos - Anglo (Predecessor) | ||
Segment Reporting | ||
Schedule of business' revenue, its reconciliation to "profit (loss) before finance result and tax", assets and liabilities by reportable segment | January 1, 2018 to October 10, 2018 Content & EdTech Platform Digital Platform Total Net revenue from good sold and services 460,656 57,875 518,530 Cost of goods sold and services ( 174,304 ) ( 46,672 ) ( 220,975 ) 286,352 11,203 297,555 Operating income (expenses): General and administrative expenses ( 305,074 ) ( 5,453 ) ( 310,527 ) Commercial expenses ( 136,773 ) ( 2,279 ) ( 139,052 ) Other operating income (expenses) 4,328 ( 71 ) 4,257 Impairment losses on trade receivables ( 4,027 ) — ( 4,027 ) Operating (loss) profit before finance result ( 155,194 ) 3,400 ( 151,794 ) Assets 1,346,030 18,044 1,364,074 Current and non-current liabilities 1,821,603 18,397 1,840,000 Year ended December 31, 2017 Content & EdTech Platform Digital Platform Total Net revenue from good sold and services 685,962 — 685,962 Cost of goods sold and services ( 255,250 ) — ( 255,250 ) 430,712 — 430,712 Operating income (expenses): General and administrative expenses ( 162,760 ) — ( 162,760 ) Commercial expenses ( 170,651 ) — ( 170,651 ) Other operating expenses ( 1,929 ) — ( 1,929 ) Impairment losses on trade receivables 908 — 908 Operating profit before finance result 96,280 — 96,280 Assets 1,353,895 9,442 1,363,337 Current and non-current liabilities 979,560 34,747 1,014,307 |
Commitments - Somos - Anglo (_2
Commitments - Somos - Anglo (Predecessor) (Tables) | 9 Months Ended |
Oct. 10, 2018 | |
Somos - Anglo (Predecessor) | |
Commitments | |
Schedule of operating contract commitments | As of October 10, 2018 Up to 1 103,155 One five 80,426 More than 5 65,636 249,217 |
Non-cash transactions - Somos_2
Non-cash transactions - Somos - Anglo (Predecessor) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Somos - Anglo (Predecessor) | |
Non-cash transactions | |
Schedule of non-cash transactions | January 1 to October 10, 2018 Property, Plant and Equipment 20,855 Finance Lease 20,855 |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2020BRL (R$)shares | Jul. 31, 2020USD ($)$ / sharesshares | Jul. 23, 2020BRL (R$) | Oct. 18, 2018BRL (R$) | Dec. 31, 2018BRL (R$) | Dec. 31, 2020BRL (R$)item | Dec. 31, 2019BRL (R$) |
The Company and Basis of Presentation | |||||||
Number of Reportable Segments | item | 2 | ||||||
Capital contribution | R$ 2426000 | ||||||
Issuance of common shares at initial public offering | 1,836,317,000 | ||||||
Share issuance costs, net of taxes | R$ 141173000 | ||||||
Class A common shares | |||||||
The Company and Basis of Presentation | |||||||
Share issue price per share | $ / shares | $ 19 | ||||||
Issuance of common shares at initial public offering | R$ 1836317000 | $ 333,522 | |||||
Number of shares issued | shares | 18,575,492 | 18,575,492 | |||||
Share issuance costs, net of taxes | R$ 141173000 | ||||||
Cogna Group | |||||||
The Company and Basis of Presentation | |||||||
Capital contribution | R$ 2426 | ||||||
Cogna Group | Somos Group | |||||||
The Company and Basis of Presentation | |||||||
Business Combination, Purchase Price, Amount | R$ 6300000000 | ||||||
Business Combination, Cash transferred | 5,700,000,000 | ||||||
Business Combination, Consideration paid as deposit in restricted escrow account | 600,000,000 | ||||||
Business Combination, purchase price amount allocated to K-12 Business | R$ 3300000000 | ||||||
Cogna Group | Somos Group | Somos Sistemas de Ensino S.A. | |||||||
The Company and Basis of Presentation | |||||||
Proportion of ownership interest in subsidiary | 100.00% |
Basis of preparation and pres_3
Basis of preparation and presentation of the Consolidated Financial Statements and Combined Carve-out Financial Statements (Details) - BRL (R$) R$ in Thousands | Jul. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 | ||
Preparation basis and presentation of Combined Carve-out Financial Statements | |||||||
Parent Company's Net Investment | R$ 3093748 | R$ 3100083 | |||||
Adjustment | |||||||
Company’s shareholders’ equity | 3,093,748 | 4,785,317 | R$ 3100083 | R$ 3268501 | R$ 3302414 | ||
Shares issued upon legal reorganization | |||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | |||||||
Parent Company's Net Investment | 3,093,748 | ||||||
Adjustment | 29,497 | 3,123,245 | |||||
Company’s shareholders’ equity | 3,123,245 | 4,961,988 | |||||
Share-based compensation reserve | |||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | |||||||
Parent Company's Net Investment | |||||||
Adjustment | (686) | (686) | |||||
Company’s shareholders’ equity | (686) | 38,962 | |||||
Accumulated losses for the period | |||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | |||||||
Parent Company's Net Investment | [1] | ||||||
Adjustment | (28,811) | [1] | (28,811) | ||||
Company’s shareholders’ equity | R$ 28811 | [1] | R$ 74460 | ||||
[1] | The capital contributed by the controlling shareholders in the Vasta Platform’s share capital was calculated based on the Carve-out Equity prior to the contribution of the investment from Cogna to Vasta Platform amounting to R$ 3,123,245. the amount of R$ 28,811 refers to net income for the period from January 1, 2020 to contribution date. |
Use of estimates and judgemen_4
Use of estimates and judgements (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Use of estimates and judgements | |
Vesting period for restricted share plan | 5 years |
New accounting policies and s_4
New accounting policies and significant accounting policies adopted (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Property, buildings and leasehold improvements | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 5 years |
Property, buildings and leasehold improvements | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 20 years |
IT equipment | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 3 years |
IT equipment | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 10 years |
Furniture, equipment and fittings | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 3 years |
Furniture, equipment and fittings | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 10 years |
New accounting policies and s_5
New accounting policies and significant accounting policies adopted (Details 2) | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets and Goodwill | |
Nominal statutory rates for calculating IRPJ (as a percent) | 25.00% |
Nominal statutory rates for calculating CSLL (as a percent) | 9.00% |
Software | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 5 years |
Trademarks [member] | Minimum | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 20 years |
Trademarks [member] | Maximum | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 30 years |
Customer portfolio | Minimum | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 12 years |
Customer portfolio | Maximum | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 30 years |
Platform content | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 3 years |
Copyrights | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 3 years |
New accounting policies and s_6
New accounting policies and significant accounting policies adopted (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of classes of share capital [line items] | ||
Share capital | R$ 4820815 | |
Share capital (in shares) | 83,011,585 | |
Capital Reserve | R$ 38962 | |
Minimum Period of contract for sale of textbooks and learning systems (in years) | 3 years | |
Maximum Period of contract for sale of textbooks and learning systems (in years) | 5 years | |
Nominal statutory rate on service revenues (as a percent) | 9.25% | |
Municipal service tax, statutory rate (as a percent) | 5.00% | |
Cogna Group | ||
Disclosure of classes of share capital [line items] | ||
Share capital | R$ 4787432 | |
Class A common shares | ||
Disclosure of classes of share capital [line items] | ||
Share capital | R$ 18575492 | |
Share capital (in shares) | 18,575,492 | |
Class B common shares | Cogna Group | ||
Disclosure of classes of share capital [line items] | ||
Share capital (in shares) | 64,436,093 |
Business Combinations (Details)
Business Combinations (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Livraria Livro Facil Ltda | |
Business Combinations | |
Interest in subsidaries | 100.00% |
A & R Comercio e Servicos de Informatica Ltda. [Member] | |
Business Combinations | |
Interest in subsidaries | 100.00% |
Mind Makers Editora Educacional | |
Business Combinations | |
Interest in subsidaries | 100.00% |
Colegio Anglo Sao Paulo | |
Business Combinations | |
Interest in subsidaries | 100.00% |
Meritt Informacao Educacional Ltda (“Meritt”) | |
Business Combinations | |
Interest in subsidaries | 100.00% |
Business Combinations - Textual
Business Combinations - Textual (Details 2) - BRL (R$) R$ in Thousands | Nov. 20, 2020 | Feb. 13, 2020 | Jan. 07, 2020 |
A & R Comercio e Servicos de Informatica Ltda. [Member] | |||
Business Combinations | |||
Business Combination, Purchase Price, Amount | R$ 26000 | ||
Business Combination, Increase (decrease) in purchase price due to achievements during life of earn-out period | 1,706 | ||
Cash transferred | R$ 156000 | ||
Mind Makers Editora Educacional | |||
Business Combinations | |||
Business Combination, Purchase Price, Amount | R$ 18200 | ||
Business Combination, Increase (decrease) in purchase price due to achievements during life of earn-out period | 5,421 | ||
Cash transferred | R$ 10000 | ||
Meritt Informacao Educacional Ltda (“Meritt”) | |||
Business Combinations | |||
Business Combination, Purchase Price, Amount | R$ 3500 | ||
Business Combination, Increase (decrease) in purchase price due to achievements during life of earn-out period | 4,030 | ||
Cash transferred | 3,200 | ||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 300 |
Business Combinations (Details
Business Combinations (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Nov. 20, 2020 | Feb. 13, 2020 | Jan. 07, 2020 | ||
Total | ||||||
Current assets | ||||||
Cash and cash equivalents | R$ 3242 | |||||
Trade receivables | 4,990 | |||||
Inventories | [1] | 15,338 | ||||
Prepayments | 757 | |||||
Taxes recoverable | 752 | |||||
Other receivables | 2,905 | |||||
Current assets | 27,984 | |||||
Non-current assets | ||||||
Property, plant and equipment | 211 | |||||
Other intangible assets | 1,340 | |||||
Intangible assets - Customer Portfolio | [2] | 4,625 | ||||
Intangible assets - Trademarks | [3] | 16,060 | ||||
Non-current assets | 22,236 | |||||
Total Assets | 50,220 | |||||
Current liabilities | ||||||
Suppliers | 10,231 | |||||
Salaries and social contributions | 312 | |||||
Taxes payable | 33 | |||||
Income tax and social contribution payable | 378 | |||||
Contract liabilities and deferred income | 589 | |||||
Current liabilities | 11,543 | |||||
Non-current liabilities | ||||||
Bonds and Financing | 998 | |||||
Other liabilities | 364 | |||||
Non-current liabilities | 1,362 | |||||
Total liabilities | 12,905 | |||||
Net Assets (A) | 37,315 | |||||
Total of Consideration transferred (B) | 58,857 | |||||
Goodwill (B - A) | [4] | 21,542 | ||||
Pluri | ||||||
Current assets | ||||||
Cash and cash equivalents | 1,820 | |||||
Trade receivables | 1,687 | |||||
Inventories | [1] | 15,338 | ||||
Prepayments | 695 | |||||
Taxes recoverable | 746 | |||||
Other receivables | 2,905 | |||||
Current assets | 23,191 | |||||
Non-current assets | ||||||
Property, plant and equipment | 122 | |||||
Other intangible assets | 1,340 | |||||
Intangible assets - Customer Portfolio | [2] | 4,625 | ||||
Intangible assets - Trademarks | [3] | |||||
Non-current assets | 6,087 | |||||
Total Assets | 29,278 | |||||
Current liabilities | ||||||
Suppliers | 10,205 | |||||
Salaries and social contributions | 190 | |||||
Taxes payable | 13 | |||||
Income tax and social contribution payable | 298 | |||||
Contract liabilities and deferred income | 322 | |||||
Current liabilities | 11,028 | |||||
Non-current liabilities | ||||||
Bonds and Financing | ||||||
Other liabilities | 364 | |||||
Non-current liabilities | 364 | |||||
Total liabilities | 11,392 | |||||
Net Assets (A) | 17,886 | |||||
Total of Consideration transferred (B) | 27,706 | R$ 26000 | ||||
Goodwill (B - A) | [4] | 9,820 | ||||
Mind Makers | ||||||
Current assets | ||||||
Cash and cash equivalents | 528 | |||||
Trade receivables | 3,303 | |||||
Inventories | [1] | |||||
Prepayments | 62 | |||||
Taxes recoverable | 2 | |||||
Other receivables | ||||||
Current assets | 3,895 | |||||
Non-current assets | ||||||
Property, plant and equipment | 89 | |||||
Other intangible assets | ||||||
Intangible assets - Customer Portfolio | [2] | |||||
Intangible assets - Trademarks | [3] | 16,060 | ||||
Non-current assets | 16,149 | |||||
Total Assets | 20,044 | |||||
Current liabilities | ||||||
Suppliers | 26 | |||||
Salaries and social contributions | 120 | |||||
Taxes payable | 10 | |||||
Income tax and social contribution payable | 80 | |||||
Contract liabilities and deferred income | 267 | |||||
Current liabilities | 503 | |||||
Non-current liabilities | ||||||
Bonds and Financing | 998 | |||||
Other liabilities | ||||||
Non-current liabilities | 998 | |||||
Total liabilities | 1,501 | |||||
Net Assets (A) | 18,543 | |||||
Total of Consideration transferred (B) | 23,621 | R$ 182000 | ||||
Goodwill (B - A) | [4] | 5,078 | ||||
Meritt | ||||||
Current assets | ||||||
Cash and cash equivalents | [5] | 894 | ||||
Trade receivables | [5] | |||||
Inventories | [1],[5] | |||||
Prepayments | [5] | |||||
Taxes recoverable | [5] | 4 | ||||
Other receivables | [5] | |||||
Current assets | [5] | 898 | ||||
Non-current assets | ||||||
Property, plant and equipment | [5] | |||||
Other intangible assets | [5] | |||||
Intangible assets - Customer Portfolio | [2],[5] | |||||
Intangible assets - Trademarks | [3],[5] | |||||
Non-current assets | [5] | |||||
Total Assets | [5] | 898 | ||||
Current liabilities | ||||||
Suppliers | [5] | |||||
Salaries and social contributions | [5] | 2 | ||||
Taxes payable | [5] | 10 | ||||
Income tax and social contribution payable | [5] | |||||
Contract liabilities and deferred income | [5] | |||||
Current liabilities | [5] | 12 | ||||
Non-current liabilities | ||||||
Bonds and Financing | [5] | |||||
Other liabilities | [5] | |||||
Non-current liabilities | [5] | |||||
Total liabilities | [5] | 12 | ||||
Net Assets (A) | [5] | 886 | ||||
Total of Consideration transferred (B) | 7,530 | [5] | R$ 35000 | |||
Goodwill (B - A) | [4] | R$ 6644 | ||||
[1] | Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of the Company’s business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. | |||||
[2] | The following assumptions were used to determine the customer portfolios: an average contract termination period of eight years and seven months; a nominal discount rate of 12.6% p.a. was used, which is equivalent to the WACC plus an additional risk premium of 0.07. | |||||
[3] | Trademark-related intangible asset’s fair value was obtained based on: net revenue was estimated taking into account the contractual customer relationships existing on the acquisition date; royalty fees of 7.2% were used based on the market rates of companies with similar activities as the Company, which represents a market rate; finally, the discount rate (Weighted Averaged Cost of Capital (“WACC”)) used was 0.22% p.a. | |||||
[4] | Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company (i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. | |||||
[5] | Fair values measured on a provisional basis – The fair value of Meritt’s intangible assets (patented technology and customer relationships) has been measured provisionally, pending completion of an independent valuation. |
Business Combinations - Textua
Business Combinations - Textual (Details 4) R$ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020BRL (R$) | Dec. 31, 2020BRL (R$) | Dec. 31, 2020BRL (R$) | Dec. 31, 2020BRL (R$) | |
Business combinations | ||||
Business Combinations | ||||
Combined net revenue from sales and services | R$ 1043205 | |||
Combined net profit (loss) | R$ 41360 | |||
Business combinations | Trademarks [member] | ||||
Business Combinations | ||||
Percentage of royalty fees | 7.20% | 7.20% | 7.20% | 7.20% |
Intangible assets, discount rate basis | Weighted Averaged Cost of Capital (“WACC”) | |||
Intangible assets, discount rate | 0.22% | 0.22% | 0.22% | 0.22% |
Business combinations | Customer Portfolio [member] | ||||
Business Combinations | ||||
Intangible assets, discount rate basis | WACC | |||
Intangible assets, discount rate | 12.60% | 12.60% | 12.60% | 12.60% |
Intangible assets, adjustment to discount rate basis | 0.07% | 0.07% | 0.07% | 0.07% |
Business combinations | Customer Portfolio [member] | Weighted average | ||||
Business Combinations | ||||
Useful life measured as period of time, intangible assets other than goodwill | 8 years 8 months 12 days | |||
A & R Comercio e Servicos de Informatica Ltda. [Member] | ||||
Business Combinations | ||||
Revenue from the date of acquisition | R$ 40041 | |||
Net profit (loss) from the date of acquisition | R$ 111 | |||
Mind Makers Editora Educacional | ||||
Business Combinations | ||||
Revenue from the date of acquisition | R$ 7891 | |||
Net profit (loss) from the date of acquisition | R$ 1052 | |||
Meritt Informacao Educacional Ltda (“Meritt”) | ||||
Business Combinations | ||||
Revenue from the date of acquisition | R$ 43 | |||
Net profit (loss) from the date of acquisition | R$ 207 |
Financial Risk Management (Deta
Financial Risk Management (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Market risk - cash flow interest rate risk | |||
Bonds | R$ 793341 | ||
Lease Liabilities (Note 16) | 173,103 | R$ 153714 | |
Accounts Payable for Business Combination (Note 18) | 48,055 | 10,941 | R$ 10708 |
Loans from related parties (Note 20) | 20,884 | ||
Mind Makers | |||
Market risk - cash flow interest rate risk | |||
Accounts Payable for Business Combination (Note 18) | 15,000 | ||
Market risk - cash flow interest rate risk | |||
Market risk - cash flow interest rate risk | |||
Lease Liabilities (Note 16) | 173,103 | 153,714 | |
Accounts Payable for Business Combination (Note 18) | 48,055 | 10,941 | |
Loans from related parties (Note 20) | 20,884 | 29,192 | |
Amount under interest rate contract | R$ 1035383 | 1,834,794 | |
Market risk - cash flow interest rate risk | IPCA | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | IPCA | ||
Market risk - cash flow interest rate risk | 100% CDI | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Percentage of interest rate basis | 100.00% | ||
Market risk - cash flow interest rate risk | CDI + 3.57% | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 3.57% | ||
Market risk - cash flow interest rate risk | Mind Makers | |||
Market risk - cash flow interest rate risk | |||
Financing and Lease Liabilities - Mind Makers (Note 14) | R$ 998 | ||
Market risk - cash flow interest rate risk | Mind Makers | TJPLP + 5% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | TJPLP | ||
Adjustment to interest rate basis | 5.00% | ||
Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 1 (Note 14) | |||
Market risk - cash flow interest rate risk | |||
Bonds | R$ 100892 | 101,802 | |
Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 1 (Note 14) | CDI + 1.15% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 1.15% | ||
Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 2 (Note 14) | |||
Market risk - cash flow interest rate risk | |||
Bonds | R$ 102868 | 101,765 | |
Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 2 (Note 14) | CDI + 1.00% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 1.00% | ||
Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 1 (Note 14) | |||
Market risk - cash flow interest rate risk | |||
Bonds | 305,368 | ||
Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 1 (Note 14) | CDI + 0.90% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 0.90% | ||
Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 2 (Note 14) | |||
Market risk - cash flow interest rate risk | |||
Bonds | R$ 206733 | 204,047 | |
Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 2 (Note 14) | CDI + 1.70% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 1.70% | ||
Market risk - cash flow interest rate risk | Private Bonds – 7th Issuance - single (Note 14) | |||
Market risk - cash flow interest rate risk | |||
Bonds | R$ 381850 | 814,086 | |
Market risk - cash flow interest rate risk | Private Bonds – 7th Issuance - single (Note 14) | CDI + 1.15% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 1.15% | ||
Market risk - cash flow interest rate risk | Private Bonds – 8th Issuance - single (Note 14) | |||
Market risk - cash flow interest rate risk | |||
Bonds | R$ 113879 | ||
Market risk - cash flow interest rate risk | Private Bonds – 8th Issuance - single (Note 14) | CDI + 1.00% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 1.00% |
Financial Risk Management (De_2
Financial Risk Management (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Jul. 23, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 | |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds | R$ 793341 | |||||
Lease Liabilities | 173,103 | R$ 153714 | ||||
Accounts Payable for business combination | 48,055 | 10,941 | 10,708 | |||
Suppliers | 168,941 | |||||
Reverse Factoring | 110,513 | 302,104 | ||||
Other liabilities - related parties | 135,307 | |||||
Loans from related parties | 20,884 | |||||
Financial liabilities by maturity ranges | R$ 1450144 | |||||
Estimated interest rate (as a percent) | 2.76% | |||||
Working capital | R$ 503984 | 326,550 | ||||
Capital Management | ||||||
Net debt (i) | [1] | 970,047 | 2,141,214 | |||
Total equity | 4,785,317 | R$ 3093748 | 3,100,083 | R$ 3268501 | R$ 3302414 | |
Total capitalization (ii) | [2] | R$ 3815270 | R$ 958869 | |||
Gearing ratio - % - (iii) | [3] | 25.00% | 223.00% | |||
Undiscounted contractual amounts | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds | R$ 821449 | |||||
Lease Liabilities | 178,538 | |||||
Accounts Payable for business combination | 49,758 | |||||
Suppliers | 168,941 | |||||
Reverse Factoring | 117,796 | |||||
Other liabilities - related parties | 135,307 | |||||
Loans from related parties | 21,667 | |||||
Financial liabilities by maturity ranges | 1,493,457 | |||||
Not later than one year [member] | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds | 502,882 | |||||
Lease Liabilities | 18,263 | |||||
Accounts Payable for business combination | 17,132 | |||||
Suppliers | 168,941 | |||||
Reverse Factoring | 110,513 | |||||
Other liabilities - related parties | 135,307 | |||||
Loans from related parties | 20,884 | |||||
Financial liabilities by maturity ranges | 973,922 | |||||
Not later than one year [member] | Undiscounted contractual amounts | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds | 520,699 | |||||
Lease Liabilities | 18,836 | |||||
Accounts Payable for business combination | 17,739 | |||||
Suppliers | 168,941 | |||||
Reverse Factoring | 117,796 | |||||
Other liabilities - related parties | 135,307 | |||||
Loans from related parties | 21,667 | |||||
Financial liabilities by maturity ranges | 1,000,986 | |||||
Later than one year and not later than two years [member] | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds | 290,459 | |||||
Lease Liabilities | 30,968 | |||||
Accounts Payable for business combination | 13,811 | |||||
Suppliers | ||||||
Reverse Factoring | ||||||
Other liabilities - related parties | ||||||
Loans from related parties | ||||||
Financial liabilities by maturity ranges | 335,238 | |||||
Later than one year and not later than two years [member] | Undiscounted contractual amounts | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds | 300,750 | |||||
Lease Liabilities | 31,940 | |||||
Accounts Payable for business combination | 14,300 | |||||
Suppliers | ||||||
Reverse Factoring | ||||||
Other liabilities - related parties | ||||||
Loans from related parties | ||||||
Financial liabilities by maturity ranges | 346,991 | |||||
Over two years | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds | ||||||
Lease Liabilities | 123,872 | |||||
Accounts Payable for business combination | 17,112 | |||||
Suppliers | ||||||
Reverse Factoring | ||||||
Other liabilities - related parties | ||||||
Loans from related parties | ||||||
Financial liabilities by maturity ranges | 140,984 | |||||
Over two years | Undiscounted contractual amounts | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds | ||||||
Lease Liabilities | 127,762 | |||||
Accounts Payable for business combination | 17,718 | |||||
Suppliers | ||||||
Reverse Factoring | ||||||
Other liabilities - related parties | ||||||
Loans from related parties | ||||||
Financial liabilities by maturity ranges | R$ 145480 | |||||
[1] | Net debt comprises financial liabilities (note 7) net of cash and equivalents. | |||||
[2] | Refers to the difference between Equity and Net debt. | |||||
[3] | The Gearing Ratio is calculated based on Net Debt/Total Capitalization. |
Financial Risk Management (De_3
Financial Risk Management (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Sensitivity analysis | ||||
Financial Assets | [1] | R$ 300147 | R$ 42539 | |
Marketable securities | 491,102 | |||
Accounts Payable for Business Combination | (48,055) | R$ 10941 | R$ 10708 | |
Loans from related parties | (20,884) | |||
Bonds | (793,341) | |||
Total | (1,450,144) | |||
Probable scenario over a 12-month horizon | ||||
Sensitivity analysis | ||||
Financial Assets | 300,147 | |||
Marketable securities | 491,102 | |||
Total | 791,249 | |||
Accounts Payable for Business Combination | (48,055) | |||
Loans from related parties | (20,884) | |||
Bonds | (793,341) | |||
Total | (862,280) | |||
Net exposure | R$ 71031 | |||
Interest Rate -% p.a | ||||
Percentage of deterioration of the projected rates | ||||
Probable scenario over a 12-month horizon | 101.7% of CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 101.70% | |||
Probable scenario over a 12-month horizon | 104% CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 104.00% | |||
Probable scenario over a 12-month horizon | 100% CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 100.00% | |||
Probable scenario over a 12-month horizon | CDI + 3.57% | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 3.57% | |||
Probable scenario over a 12-month horizon | CDI + 1.15% | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.15% | |||
Probable scenario over a 12-month horizon | Base Scenario | ||||
Sensitivity analysis | ||||
Potential gain (loss) | R$ 8418 | |||
Potential gain (loss) | 13,774 | |||
Potential gain (loss) | 22,192 | |||
Potential gain (loss) | (1,325) | |||
Potential gain (loss) | (1,321) | |||
Potential gain (loss) | (31,002) | |||
Potential gain (loss) | (33,648) | |||
Potential gain (loss) | R$ 11456 | |||
Interest Rate -% p.a | 2.76% | |||
Percentage of deterioration of the projected rates | ||||
Probable scenario over a 12-month horizon | Scenario I | ||||
Sensitivity analysis | ||||
Potential gain (loss) | R$ 10523 | |||
Potential gain (loss) | 17,217 | |||
Potential gain (loss) | 27,740 | |||
Potential gain (loss) | (1,657) | |||
Potential gain (loss) | (1,465) | |||
Potential gain (loss) | (36,472) | |||
Potential gain (loss) | (39,594) | |||
Potential gain (loss) | R$ 11854 | |||
Interest Rate -% p.a | 3.45% | |||
Percentage of deterioration of the projected rates | 25.00% | |||
Probable scenario over a 12-month horizon | Scenario II | ||||
Sensitivity analysis | ||||
Potential gain (loss) | R$ 12627 | |||
Potential gain (loss) | 20,661 | |||
Potential gain (loss) | 33,288 | |||
Potential gain (loss) | (1,988) | |||
Potential gain (loss) | (1,609) | |||
Potential gain (loss) | (41,942) | |||
Potential gain (loss) | (45,539) | |||
Potential gain (loss) | R$ 12251 | |||
Interest Rate -% p.a | 4.14% | |||
Percentage of deterioration of the projected rates | 50.00% | |||
[1] | The Company invests in a 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 101.7% of the annual CDI rate on December 31, 2020 (101.68% on December 31, 2019). All investments are highly liquid investments that are readily convertible to known amounts ofcashand which are subject to an insignificant risk of changes in value, and correspond to the cash obligations for the period. |
Financial Instruments by Cate_7
Financial Instruments by Category (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2016 | |
Assets - Amortized cost | ||||||
Cash and cash equivalents | R$ 311156 | R$ 43287 | R$ 102231 | R$ 160967 | ||
Marketable securities | 491,102 | |||||
Trade receivables | 492,234 | 388,847 | ||||
Other receivables | 124 | 1,735 | ||||
Related parties - other receivables | 2,070 | 38,141 | ||||
Liabilities - Amortized cost | ||||||
Bonds and financing | 793,341 | 1,640,947 | 1,658,467 | |||
Lease Liabilities | 173,103 | 153,714 | ||||
Reverse factoring | [1] | 110,513 | 94,930 | |||
Suppliers - related parties | 207,174 | |||||
Accounts Payable for business combination | 48,055 | 10,941 | R$ 10708 | |||
Other liabilities - related parties | 135,307 | 49,244 | ||||
Loans from related parties | 20,884 | 29,192 | ||||
Liabilities - Amortized cost [member] | ||||||
Liabilities - Amortized cost | ||||||
Liabilities - Amortized cost | 1,281,203 | 2,184,501 | ||||
Liabilities - Amortized cost [member] | Fair Value Hierarchy 2 [member] | ||||||
Liabilities - Amortized cost | ||||||
Bonds and financing | 793,341 | 1,640,947 | ||||
Lease Liabilities | 173,103 | 153,714 | ||||
Reverse factoring | 110,513 | 94,930 | ||||
Suppliers - related parties | 207,174 | |||||
Accounts Payable for business combination | 48,055 | 10,941 | ||||
Other liabilities - related parties | 135,307 | 47,603 | ||||
Loans from related parties | 20,884 | 29,192 | ||||
Assets - Amortized cost [member] | ||||||
Assets - Amortized cost | ||||||
Assets - Amortized cost | 1,296,686 | 473,815 | ||||
Assets - Amortized cost [member] | Fair Value Hierarchy 1 [member] | ||||||
Assets - Amortized cost | ||||||
Cash and cash equivalents | 311,156 | 43,287 | ||||
Marketable securities | 491,102 | |||||
Assets - Amortized cost [member] | Fair Value Hierarchy 2 [member] | ||||||
Assets - Amortized cost | ||||||
Trade receivables | 492,234 | 388,847 | ||||
Other receivables | 124 | 1,735 | ||||
Related parties - other receivables | R$ 2070 | R$ 39946 | ||||
[1] | 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. |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2018 | |
Cash and cash equivalents. | |||||
Cash | R$ 13 | R$ 32 | |||
Bank account | 10,996 | 716 | |||
Financial investments | [1] | 300,147 | 42,539 | ||
Cash and cash equivalents | R$ 311156 | R$ 43287 | R$ 102231 | R$ 160967 | |
Average gross yield of deposits | 101.70% | 101.68% | |||
[1] | The Company invests in a 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 101.7% of the annual CDI rate on December 31, 2020 (101.68% on December 31, 2019). All investments are highly liquid investments that are readily convertible to known amounts ofcashand which are subject to an insignificant risk of changes in value, and correspond to the cash obligations for the period. |
Marketable securities (Details)
Marketable securities (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Marketable securities | ||
Financial bills (LF) | R$ 149720 | |
Financial treasury bills (LFT) | 341,382 | |
Marketable securities | R$ 491102 | |
Average gross yield of securities | 104.00% |
Trade receivables (Details)
Trade receivables (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 |
Trade receivables | ||||
Trade receivables | R$ 501498 | R$ 394309 | ||
Related Parties | 22,791 | 17,062 | ||
Impairment losses on trade receivables | (32,055) | (22,524) | R$ 19397 | R$ 26616 |
Total | R$ 492234 | R$ 388847 |
Trade receivables (Details 2)
Trade receivables (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 |
Maturities of trade receivables | ||||
Total past due | R$ 74007 | R$ 57192 | ||
Customers in bankruptcy | 2,164 | 5,046 | ||
Related Parties | 22,791 | 17,062 | ||
Provision for impairment of trade receivables | (32,055) | (22,524) | R$ 19397 | R$ 26616 |
Total | 492,234 | 388,847 | ||
Not yet due | ||||
Maturities of trade receivables | ||||
Total past due | 425,327 | 332,071 | ||
Up to 30 days | ||||
Maturities of trade receivables | ||||
Total past due | 8,456 | 10,403 | ||
From 31 to 60 days | ||||
Maturities of trade receivables | ||||
Total past due | 10,931 | 7,505 | ||
From 61 to 90 days | ||||
Maturities of trade receivables | ||||
Total past due | 8,764 | 6,071 | ||
From 91 to 180 days | ||||
Maturities of trade receivables | ||||
Total past due | 15,539 | 9,506 | ||
From 181 to 360 days | ||||
Maturities of trade receivables | ||||
Total past due | 18,038 | 16,813 | ||
Over 360 days | ||||
Maturities of trade receivables | ||||
Total past due | R$ 12279 | R$ 6894 |
Trade receivables (Details 3)
Trade receivables (Details 3) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Trade receivables | ||
Percentage of impairment losses on trade receivables recorded for the customers who went bankrupt | 100.00% | 100.00% |
Number of outstanding days of sales for individual and corporate customer | 140 days | |
Increase in number of outstanding days of sales for individual and corporate customer as a consequence of credit terms extension | 177 days |
Trade receivables (Details 4)
Trade receivables (Details 4) R$ in Thousands | Dec. 31, 2020BRL (R$)item | Dec. 31, 2019BRL (R$)item | Dec. 31, 2018BRL (R$) | Oct. 11, 2018BRL (R$) |
Expected credit losses for aging | ||||
Lifetime ECL | R$ 29891 | R$ 17478 | ||
Customers in bankruptcy | 2,164 | 5,046 | ||
Impairment losses on trade receivables | R$ 32055 | R$ 22524 | R$ 19397 | R$ 26616 |
Percentage of impairment losses on trade receivables recorded for the customers who went bankrupt | 100.00% | 100.00% | ||
Number of customers that went bankrupt | item | 3 | 3 | ||
Not yet due | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 0.10% | 0.67% | ||
Lifetime ECL | R$ 432 | R$ 2267 | ||
Up to 30 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 6.19% | 1.81% | ||
Lifetime ECL | R$ 523 | R$ 188 | ||
From 31 to 60 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 12.92% | 3.12% | ||
Lifetime ECL | R$ 1413 | R$ 234 | ||
From 61 to 90 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 20.64% | 5.04% | ||
Lifetime ECL | R$ 1809 | R$ 306 | ||
From 91 to 180 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 43.66% | 11.10% | ||
Lifetime ECL | R$ 6785 | R$ 1056 | ||
From 181 to 360 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 51.67% | 45.37% | ||
Lifetime ECL | R$ 9320 | R$ 7628 | ||
Over 360 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 78.26% | 84.13% | ||
Lifetime ECL | R$ 9609 | R$ 5799 |
Trade receivables (Details 5)
Trade receivables (Details 5) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Trade receivables | ||||
Opening balance | R$ 26616 | R$ 22524 | R$ 19397 | |
Additions | R$ 5932 | 29,870 | 6,936 | |
Reversals | (3,649) | (4,855) | (1,975) | |
Write offs | (9,502) | (15,484) | (1,834) | |
Closing balance | R$ 19397 | R$ 19397 | R$ 32055 | R$ 22524 |
Inventories (Details)
Inventories (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventories | |||
Finished products | [1] | R$ 168328 | R$ 145006 |
Work in process | 52,322 | 34,502 | |
Raw materials | 20,485 | 31,033 | |
Imports in progress | 2,642 | 1,143 | |
Right to returned goods | [2] | 5,855 | 10,552 |
Inventories | R$ 249632 | R$ 222236 | |
[1] | That amounts are net of slow-moving items and net realizable value. | ||
[2] | Represents the Company’s right to recover products from customers where 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. The right to returned goods provision has been reducing due to changes in the commercial approach alongside with main distributors that allows the Company to be more assertive on sales, even in times of COVID- 19, even though sales returns as of December 31, 2020 increased against 2019. See Note 24. |
Inventories (Details 2)
Inventories (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Inventories | |||||
Opening balance | R$ 75508 | R$ 69080 | R$ 72410 | ||
Additions | R$ 66 | 8,783 | 9,331 | ||
(Reversals) | (3,164) | (4,726) | (2,500) | ||
Inventory losses | [1] | (10,927) | (10,161) | ||
Closing balance | R$ 72410 | R$ 72410 | R$ 62210 | R$ 69080 | |
[1] | In each year, the Company adjusts inventory based on physical inventory counts conducted in the last quarter of each year. |
Property, Plant and Equipment_5
Property, Plant and Equipment (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 192006 | R$ 184961 | R$ 58306 |
IT equipment [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 1479 | 2,486 | 3,213 |
IT equipment [member] | Bottom of range [member] | |||
Property, Plant and Equipment | |||
Weighted average depreciation rate | 10.00% | ||
IT equipment [member] | Top of range [member] | |||
Property, Plant and Equipment | |||
Weighted average depreciation rate | 33.00% | ||
Furniture, equipment and fittings [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 9908 | 12,366 | 15,010 |
Furniture, equipment and fittings [member] | Bottom of range [member] | |||
Property, Plant and Equipment | |||
Weighted average depreciation rate | 10.00% | ||
Furniture, equipment and fittings [member] | Top of range [member] | |||
Property, Plant and Equipment | |||
Weighted average depreciation rate | 33.00% | ||
Property, buildings and improvements [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 19978 | 19,682 | 20,177 |
Property, buildings and improvements [member] | Bottom of range [member] | |||
Property, Plant and Equipment | |||
Weighted average depreciation rate | 5.00% | ||
Property, buildings and improvements [member] | Top of range [member] | |||
Property, Plant and Equipment | |||
Weighted average depreciation rate | 20.00% | ||
In progress [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 315 | 4,538 | |
Right of use assets [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 159873 | 145,436 | |
Weighted average depreciation rate | 12.00% | ||
Land [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 453 | 453 | R$ 19906 |
Weighted average depreciation rate | 10.00% | ||
Gross carrying amount [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 357431 | 323,152 | |
Gross carrying amount [member] | IT equipment [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 27,036 | 26,244 | |
Gross carrying amount [member] | Furniture, equipment and fittings [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 36,314 | 36,268 | |
Gross carrying amount [member] | Property, buildings and improvements [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 51,407 | 46,420 | |
Gross carrying amount [member] | In progress [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 315 | 4,538 | |
Gross carrying amount [member] | Right of use assets [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 241,906 | 209,229 | |
Gross carrying amount [member] | Land [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 453 | 453 | |
Accumulated depreciation and amortisation [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | (165,425) | (138,191) | |
Accumulated depreciation and amortisation [member] | IT equipment [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | (25,557) | (23,758) | |
Accumulated depreciation and amortisation [member] | Furniture, equipment and fittings [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | (26,406) | (23,902) | |
Accumulated depreciation and amortisation [member] | Property, buildings and improvements [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | (31,429) | (26,738) | |
Accumulated depreciation and amortisation [member] | In progress [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | |||
Accumulated depreciation and amortisation [member] | Right of use assets [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | (82,033) | (63,793) | |
Accumulated depreciation and amortisation [member] | Land [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment |
Property, Plant and Equipment_6
Property, Plant and Equipment (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | ||||
Property, Plant and Equipment | |||||
Beginning balance | R$ 184961 | R$ 58306 | |||
Additions | 37,567 | 43,985 | |||
Additions by business combination | 211 | ||||
Disposals | (3,499) | (44,143) | |||
Depreciation | (27,234) | (27,868) | |||
Transfers | [1] | ||||
Ending balance | 192,006 | 184,961 | |||
Additions for new lease agreements | 15,567 | ||||
IFRS 16 [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 154,681 | ||||
Ending balance | |||||
Additions for new lease agreements | 20,358 | ||||
Adjusted opening balance | |||||
Property, Plant and Equipment | |||||
Beginning balance | 212,987 | ||||
Ending balance | |||||
IT equipment [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 2,486 | 3,213 | |||
Additions | 758 | 1,339 | |||
Additions by business combination | 59 | ||||
Disposals | (25) | ||||
Depreciation | (1,799) | (2,066) | |||
Transfers | [1] | ||||
Ending balance | 1,479 | 2,486 | |||
IT equipment [member] | IFRS 16 [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | |||||
Ending balance | |||||
IT equipment [member] | Adjusted opening balance | |||||
Property, Plant and Equipment | |||||
Beginning balance | 3,213 | ||||
Ending balance | |||||
Furniture, equipment and fittings [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 12,366 | 15,010 | |||
Additions | 22 | 2,958 | |||
Additions by business combination | 152 | ||||
Disposals | (128) | (3,827) | |||
Depreciation | (2,504) | (1,775) | |||
Transfers | [1] | ||||
Ending balance | 9,908 | 12,366 | |||
Furniture, equipment and fittings [member] | IFRS 16 [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | |||||
Ending balance | |||||
Furniture, equipment and fittings [member] | Adjusted opening balance | |||||
Property, Plant and Equipment | |||||
Beginning balance | 15,010 | ||||
Ending balance | |||||
Property, buildings and improvements [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 19,682 | 20,177 | |||
Additions | 828 | 3,973 | |||
Additions by business combination | |||||
Disposals | (98) | ||||
Depreciation | (4,691) | (4,468) | |||
Transfers | 4,257 | [1] | |||
Ending balance | 19,978 | 19,682 | |||
Property, buildings and improvements [member] | IFRS 16 [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | |||||
Ending balance | |||||
Property, buildings and improvements [member] | Adjusted opening balance | |||||
Property, Plant and Equipment | |||||
Beginning balance | 20,177 | ||||
Ending balance | |||||
In progress [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 4,538 | ||||
Additions | 34 | 4,538 | |||
Additions by business combination | |||||
Disposals | |||||
Depreciation | |||||
Transfers | (4,257) | [1] | |||
Ending balance | 315 | 4,538 | |||
In progress [member] | IFRS 16 [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | |||||
Ending balance | |||||
In progress [member] | Adjusted opening balance | |||||
Property, Plant and Equipment | |||||
Beginning balance | |||||
Ending balance | |||||
Right of use assets [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 145,436 | ||||
Additions | 35,925 | [1] | 31,177 | ||
Additions by business combination | [1] | ||||
Disposals | (3,248) | [1] | (40,316) | ||
Depreciation | (18,240) | [1] | (19,559) | ||
Transfers | [1] | 19,453 | |||
Ending balance | 159,873 | 145,436 | |||
Right of use assets [member] | IFRS 16 [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 154,681 | ||||
Ending balance | |||||
Right of use assets [member] | Adjusted opening balance | |||||
Property, Plant and Equipment | |||||
Beginning balance | 154,681 | ||||
Ending balance | |||||
Land [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 453 | 19,906 | |||
Additions | |||||
Additions by business combination | |||||
Disposals | |||||
Depreciation | |||||
Transfers | (19,453) | [1] | |||
Ending balance | R$ 453 | 453 | |||
Land [member] | IFRS 16 [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | |||||
Ending balance | |||||
Land [member] | Adjusted opening balance | |||||
Property, Plant and Equipment | |||||
Beginning balance | R$ 19906 | ||||
Ending balance | |||||
[1] | Refers substantially to IFRS 16, of which R$ 20,358 refer to lease contracts previously signed and renewed based on contractual terms and new lease agreements of R$ 15,567 which the Company considers it part of its digital learning solutions in the computer tablets. See the corresponding lease liability in Note 16. |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | R$ 4924726 | R$ 4985385 | R$ 5086937 |
Software [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 15.00% | ||
Intangible assets and goodwill | R$ 83415 | 76,325 | 60,088 |
Trademarks [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 5.00% | ||
Intangible assets and goodwill | R$ 573586 | 584,035 | 610,541 |
Customer Portfolio [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 8.00% | ||
Intangible assets and goodwill | R$ 928858 | 1,010,722 | 1,093,885 |
Goodwill [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | R$ 3307805 | 3,286,263 | 3,286,263 |
Platform content production [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 33.00% | ||
Intangible assets and goodwill | R$ 23821 | 9,426 | |
In progress [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | R$ 999 | 14,051 | 30,098 |
Other Intangible assets [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 33.00% | ||
Intangible assets and goodwill | R$ 6243 | 4,563 | R$ 6062 |
Cost [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 5,350,096 | 5,348,172 | |
Cost [member] | Software [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 204,213 | 276,542 | |
Cost [member] | Trademarks [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 631,935 | 614,958 | |
Cost [member] | Customer Portfolio [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 1,113,792 | 1,109,388 | |
Cost [member] | Goodwill [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 3,307,805 | 3,286,263 | |
Cost [member] | Platform content production [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 53,069 | 28,880 | |
Cost [member] | In progress [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 999 | 14,051 | |
Cost [member] | Other Intangible assets [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 38,283 | 18,090 | |
Accumulated amortization [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (425,369) | (362,787) | |
Accumulated amortization [member] | Software [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (120,798) | (200,217) | |
Accumulated amortization [member] | Trademarks [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (58,349) | (30,923) | |
Accumulated amortization [member] | Customer Portfolio [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (184,934) | (98,666) | |
Accumulated amortization [member] | Goodwill [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | |||
Accumulated amortization [member] | Platform content production [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (29,248) | (19,454) | |
Accumulated amortization [member] | In progress [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | |||
Accumulated amortization [member] | Other Intangible assets [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | R$ 32040 | R$ 13527 |
Intangible Assets and Goodwil_7
Intangible Assets and Goodwill (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Intangible Assets and Goodwill | |||
Balance at beginning of the period | R$ 4985385 | R$ 5086937 | |
Additions | 42,793 | 37,461 | |
Additions by business combination | 43,567 | ||
Disposals | (164) | (1,950) | |
Amorization | (146,854) | (137,063) | |
Transfers | |||
Balance at end of the period | 4,924,726 | 4,985,385 | |
Software [member] | |||
Intangible Assets and Goodwill | |||
Balance at beginning of the period | 76,325 | 60,088 | |
Additions | 11,813 | 19,897 | |
Additions by business combination | |||
Disposals | (77) | ||
Amorization | (23,861) | (18,794) | |
Transfers | 19,215 | 15,134 | |
Balance at end of the period | 83,415 | 76,325 | |
Customer Portfolio [member] | |||
Intangible Assets and Goodwill | |||
Balance at beginning of the period | 1,010,722 | 1,093,885 | |
Additions | |||
Additions by business combination | 4,625 | ||
Disposals | |||
Amorization | (86,517) | (83,163) | |
Transfers | 28 | ||
Balance at end of the period | 928,858 | 1,010,722 | |
Trademark license | |||
Intangible Assets and Goodwill | |||
Balance at beginning of the period | 584,035 | 610,541 | |
Additions | |||
Additions by business combination | 16,060 | ||
Disposals | |||
Amorization | (26,506) | (26,506) | |
Transfers | (3) | ||
Balance at end of the period | 573,586 | 584,035 | |
Platform content production [member] | |||
Intangible Assets and Goodwill | |||
Balance at beginning of the period | 9,426 | ||
Additions | 24,189 | [1] | 10,220 |
Additions by business combination | |||
Disposals | |||
Amorization | (9,794) | [1] | (794) |
Transfers | |||
Balance at end of the period | 23,821 | 9,426 | |
Other Intangible assets [member] | |||
Intangible Assets and Goodwill | |||
Balance at beginning of the period | 4,563 | 6,062 | |
Additions | 603 | ||
Additions by business combination | 1,340 | ||
Disposals | (87) | (1,950) | |
Amorization | (176) | (7,806) | |
Transfers | 8,257 | ||
Balance at end of the period | 6,243 | 4,563 | |
In progress [member] | |||
Intangible Assets and Goodwill | |||
Balance at beginning of the period | 14,051 | 30,098 | |
Additions | 6,188 | 7,344 | |
Additions by business combination | |||
Disposals | |||
Amorization | |||
Transfers | (19,240) | (23,391) | |
Balance at end of the period | 999 | 14,051 | |
Goodwill [member] | |||
Intangible Assets and Goodwill | |||
Balance at beginning of the period | 3,286,263 | 3,286,263 | |
Additions | |||
Additions by business combination | 21,542 | ||
Disposals | |||
Amorization | |||
Transfers | |||
Balance at end of the period | R$ 3307805 | R$ 3286263 | |
[1] | Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include substantially “Plurall Digital Transformation” in the amount of approximately R$ 19 million, and project related to learning systems, in the amount of R$ 9 million, which had its investments accelerated due to education demands created by COVID-19 pandemic. |
Intangible Assets and Goodwil_8
Intangible Assets and Goodwill (Details 3) R$ in Thousands | Dec. 31, 2020BRL (R$) |
Intangible Assets and Goodwill | |
Goodwill | R$ 3307805 |
Content & EdTech Platform | |
Intangible Assets and Goodwill | |
Goodwill | 3,297,077 |
Digital Services Platform | |
Intangible Assets and Goodwill | |
Goodwill | R$ 10728 |
Intangible Assets and Goodwil_9
Intangible Assets and Goodwill (Details 4) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Content & EdTech Platform | ||
Intangible Assets and Goodwill | ||
Growth rate - % | 15.40% | 13.10% |
Discount rate - % | 10.22% | 10.08% |
Growth rate (%) in perpetuity | 7.10% | 6.10% |
Years projected | 8 years | 8 years |
Digital Services Platform | ||
Intangible Assets and Goodwill | ||
Growth rate - % | 34.20% | 28.70% |
Discount rate - % | 10.22% | 10.08% |
Growth rate (%) in perpetuity | 7.10% | 6.10% |
Years projected | 8 years | 8 years |
Intangible Assets and Goodwi_10
Intangible Assets and Goodwill (Details 5) R$ in Millions | 12 Months Ended |
Dec. 31, 2020BRL (R$)item | |
Intangible Assets and Goodwill | |
Number of CGUs | item | 2 |
Plurall Digital Transformation [member] | |
Intangible Assets and Goodwill | |
Amount invested for development project | R$ 19 |
Learning Systems [member] | |
Intangible Assets and Goodwill | |
Amount invested for development project | R$ 9 |
Bonds and financing (Details)
Bonds and financing (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Bonds and financing | ||||
Bonds and financing at beginning of period | R$ 1658467 | R$ 793341 | R$ 1640947 | |
Additions by business combination | [1] | 998 | ||
Capitalization of bonds | [2] | (1,508,297) | ||
Contribution of bonds | [3] | 1,535,800 | ||
Payment of interest | (443) | (49,404) | (117,696) | |
Payment of principal | (852,135) | |||
Interest accrued | 52,935 | 92,584 | ||
Transfers | (19,911) | |||
Bonds and financing at end of period | 1,658,467 | 793,341 | 1,640,947 | |
Current liabilities | ||||
Bonds and financing | ||||
Bonds and financing at beginning of period | 339,859 | 502,882 | 440,947 | |
Additions by business combination | ||||
Capitalization of bonds | [2] | (186,617) | ||
Contribution of bonds | [3] | 417,030 | ||
Payment of interest | (49,404) | (88,732) | ||
Payment of principal | [4] | (852,135) | ||
Interest accrued | 52,935 | 63,620 | ||
Transfers | 910,539 | (104,213) | ||
Bonds and financing at end of period | 339,859 | 502,882 | 440,947 | |
Current Bonds with Related Parties | ||||
Bonds and financing | ||||
Bonds and financing at beginning of period | 338,556 | 502,743 | 440,947 | |
Additions by business combination | ||||
Capitalization of bonds | [2] | (186,617) | ||
Contribution of bonds | [3] | 417,030 | ||
Payment of interest | (49,369) | (88,732) | ||
Payment of principal | [4] | (852,135) | ||
Interest accrued | 52,900 | 63,620 | ||
Transfers | 910,400 | (102,910) | ||
Bonds and financing at end of period | 338,556 | 502,743 | 440,947 | |
Current Finance Leases | ||||
Bonds and financing | ||||
Bonds and financing at beginning of period | 1,303 | 139 | ||
Additions by business combination | ||||
Capitalization of bonds | ||||
Contribution of bonds | ||||
Payment of interest | (35) | |||
Payment of principal | ||||
Interest accrued | 35 | |||
Transfers | 139 | (1,303) | ||
Bonds and financing at end of period | 1,303 | 139 | ||
Non-current liabilities | ||||
Bonds and financing | ||||
Bonds and financing at beginning of period | 1,318,608 | 290,459 | 1,200,000 | |
Additions by business combination | [1] | 998 | ||
Capitalization of bonds | [2] | (1,321,680) | ||
Contribution of bonds | [3] | 1,118,770 | ||
Payment of interest | (28,964) | |||
Payment of principal | ||||
Interest accrued | 28,964 | |||
Transfers | (910,539) | 84,302 | ||
Bonds and financing at end of period | 1,318,608 | 290,459 | 1,200,000 | |
Non-current Bonds with Related Parties | ||||
Bonds and financing | ||||
Bonds and financing at beginning of period | 1,300,000 | 289,600 | 1,200,000 | |
Additions by business combination | ||||
Capitalization of bonds | [2] | (1,321,680) | ||
Contribution of bonds | [3] | 1,118,770 | ||
Payment of interest | (28,964) | |||
Payment of principal | ||||
Interest accrued | 28,964 | |||
Transfers | (910,400) | 102,910 | ||
Bonds and financing at end of period | 1,300,000 | 289,600 | 1,200,000 | |
Non-current Finance Leases | ||||
Bonds and financing | ||||
Bonds and financing at beginning of period | 18,608 | 859 | ||
Additions by business combination | [1] | 998 | ||
Capitalization of bonds | ||||
Contribution of bonds | ||||
Payment of interest | ||||
Payment of principal | ||||
Interest accrued | ||||
Transfers | (139) | (18,608) | ||
Bonds and financing at end of period | R$ 18608 | R$ 859 | ||
[1] | On November 21, 2018, MindMakers, which became a subsidiary of the Company in February 2020, entered into a bank credit note (cédula de crédito bancário) in favor of Banco de Desenvolvimento de Minas Gerais S.A. – BDMG, for an aggregate amount of R$1,676, maturing on November 15, 2026. The payment of principal will be made in 72 installments, beginning on December 15, 2020, and ending on November 15, 2026. Interest will accrue at the long-term interest rate (taxa de juros de longo prazo – TJLP), plus 5% per annum, and will be paid on a monthly basis along with payments of principal. | |||
[2] | On September 28, 2019, the Cogna Group approved the capitalization of the 4th issuance and 5th issuance private bonds, in the amount of R$1,508,297, increasing the Parent Company’s Net Investment in the combinedcarve-outfinancial statements. | |||
[3] | On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,801 of the amount should be transferred to the Business through the Corporate Restructuring. Through this process, the Business was subject to the following contractual terms: (i)the acceleration of the other debentures originally issued by Saber; (ii)the grant by us of any liens on our assets or capital stock; (iii)a change in control by Cogna of Saber’s subsidiaries, subject to certain exceptions, Additionally, we have agreed until the maturity of the private debentures that: (i)we will allocate at least 50% of the use of proceeds from any liquidity event to repay such debentures; (ii)we will not obtain any new loans unless the proceeds of such loans are directed to repay our debentures with Cogna; and (iii)we will not pledge shares and/or dividends. | |||
[4] | On August 4, 2020, the Company, substantially settled bonds with related parties amounting to R$ 852,135 and R$ 29,864, respectively principal and interest, as follow: 7th Issuance, 1st series – R$ 310,918; 8th Issuance R$ 448,826 and 9th Issuance 115,591. In addition, the Company settled only interest on the following bonds: 7th Issuance, 2nd series – R$4,671 and 6th Issuance, 2nd series – R$ 1,994. This measure is part of a commitment with shareholders through the IPO. |
Bonds and financing (Details 2)
Bonds and financing (Details 2) R$ in Thousands | Aug. 04, 2020USD ($) | Nov. 19, 2019BRL (R$) | Sep. 28, 2019BRL (R$) | Nov. 21, 2018BRL (R$)USD ($) | Dec. 31, 2018BRL (R$) | Dec. 31, 2020BRL (R$) | Dec. 31, 2019BRL (R$) | |
Bonds and financing | ||||||||
Aggregate amount of borrowings | R$ | R$ 1658467 | R$ 793341 | R$ 1640947 | |||||
Payment of borrowings principal | R$ | R$ 852135 | |||||||
Capitalization of private bonds | R$ | [1] | 1,508,297 | ||||||
Contribution of bonds | R$ | [2] | R$ 1535800 | ||||||
Bank credit note | Mind Makers Editora Educacional | Taxa de juros de longo prazo - TJLP | ||||||||
Bonds and financing | ||||||||
Aggregate amount of borrowings | R$ | R$ 1676 | |||||||
Number of installments | 72 | |||||||
Borrowings, interest rate basis | taxa de juros de longo prazo – TJLP | |||||||
Borrowings, adjustment to interest rate basis | 5.00% | |||||||
Bonds with Related Parties | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal | $ 852,135 | |||||||
Payment of borrowings interest | 29,864 | |||||||
Capitalization of private bonds | R$ | R$ 1508297 | |||||||
Contribution of bonds | R$ | R$ 1535801 | |||||||
Percentage of proceeds from bonds issued to be use for repay upon any liquidity event | 50.00% | |||||||
Bonds, 6th Issuance, Series 2 | ||||||||
Bonds and financing | ||||||||
Borrowings, interest rate basis | CDI + 1.70% p.a. | |||||||
Payment of borrowings interest | 1,994 | |||||||
Bonds, 7th Issuance, Series 1 | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal and interest | 310,918 | |||||||
Bonds, 7th Issuance, Series 2 | ||||||||
Bonds and financing | ||||||||
Payment of borrowings interest | 4,671 | |||||||
Bonds, 8th Issuance | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal and interest | 448,826 | |||||||
Bonds, 9th Issuance | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal and interest | $ 115,591 | |||||||
[1] | On September 28, 2019, the Cogna Group approved the capitalization of the 4th issuance and 5th issuance private bonds, in the amount of R$1,508,297, increasing the Parent Company’s Net Investment in the combinedcarve-outfinancial statements. | |||||||
[2] | On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,801 of the amount should be transferred to the Business through the Corporate Restructuring. Through this process, the Business was subject to the following contractual terms: (i)the acceleration of the other debentures originally issued by Saber; (ii)the grant by us of any liens on our assets or capital stock; (iii)a change in control by Cogna of Saber’s subsidiaries, subject to certain exceptions, Additionally, we have agreed until the maturity of the private debentures that: (i)we will allocate at least 50% of the use of proceeds from any liquidity event to repay such debentures; (ii)we will not obtain any new loans unless the proceeds of such loans are directed to repay our debentures with Cogna; and (iii)we will not pledge shares and/or dividends. |
Bonds and financing (Details 3)
Bonds and financing (Details 3) R$ in Millions | 12 Months Ended |
Dec. 31, 2020BRL (R$) | |
Bonds, 5th Issuance, Series 1 | |
Bonds and financing | |
First payment after | 60 months |
Financials charges | CDI + 1.15% p.a. |
Principal amount | R$ 100 |
Bonds, 5th Issuance, Series 2 | |
Bonds and financing | |
First payment after | 60 months |
Financials charges | CDI + 1.00% p.a. |
Principal amount | R$ 100 |
Bonds, 6th Issuance, Series 2 | |
Bonds and financing | |
First payment after | 60 months |
Financials charges | CDI + 1.70% p.a. |
Principal amount | R$ 200 |
Bonds, 7th Issuance | |
Bonds and financing | |
First payment after | 36 months |
Financials charges | CDI + 1.15% p.a. |
Principal amount | R$ 378 |
Bonds and financing (Details 4)
Bonds and financing (Details 4) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Current bonds and financing | R$ 502882 | R$ 440947 | |
Total non-current liabilities | 290,459 | 1,200,000 | |
Total bonds and financing | R$ 793341 | R$ 1640947 | R$ 1658467 |
Percentage of non-current bonds and financing | 36.60% | 73.10% | |
Percentage of bonds and financing | 100.00% | 100.00% | |
Year 1 | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Current bonds and financing | R$ 502882 | R$ 440947 | |
Percentage of current bonds and financing | 63.40% | 26.90% | |
Year 2 | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Total non-current liabilities | R$ 238881 | R$ 1000000 | |
Percentage of non-current bonds and financing | 30.10% | 60.90% | |
Year 3 | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Total non-current liabilities | R$ 51051 | R$ 100000 | |
Percentage of non-current bonds and financing | 6.40% | 6.10% | |
Year 4 | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Total non-current liabilities | R$ 527 | R$ 100000 | |
Percentage of non-current bonds and financing | 0.10% | 6.10% |
Suppliers (Details)
Suppliers (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Suppliers | |||
Local suppliers | R$ 128639 | R$ 98824 | |
Related parties | 20,985 | 1,219 | |
Copyright | 19,317 | 28,685 | |
Reverse factoring | [1] | 110,513 | 94,930 |
Suppliers | R$ 279454 | R$ 223658 | |
[1] | 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. |
Lease liabilities (Details)
Lease liabilities (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Reconciliation of changes in lease liabilities | ||||||||
Opening balance | R$ 153714 | |||||||
Initial application - IFRS 16 | 153,872 | |||||||
Transfers | 19,911 | |||||||
Additions for new lease agreements | [1] | 35,925 | 31,177 | |||||
Cancelled contracts | (3,429) | [2] | (34,852) | [2] | ||||
Renegotiation -COVID impact 19 | (688) | |||||||
Interest | 15,091 | 16,312 | ||||||
Payment of interest | (14,675) | (8,685) | ||||||
Payment of principal | (12,835) | (24,021) | ||||||
Closing balance | 173,103 | 153,714 | ||||||
Lease liabilities | ||||||||
Current liabilities | R$ 18263 | R$ 7101 | ||||||
Non-current liabilities | 154,840 | 146,613 | ||||||
Total | R$ 153714 | R$ 173103 | R$ 153714 | |||||
Average term of lease agreements (in years) | 7 years | |||||||
Weighted average rate (%) | 14.32% | |||||||
Previously engaged lease agreement renewed based on contractual terms | R$ 20358 | |||||||
New sublease agreements (digital learning) | R$ 15567 | |||||||
Term of new sublease agreements (in months) | 36 months | |||||||
Minimum weighted average rate (%) | 10.30% | |||||||
Maximum weighted average rate (%) | 10.88% | |||||||
Short-term lease period (in months) | 12 months | |||||||
Fixed and variable lease payments, including those related to short-term contracts and to low-value assets | ||||||||
Fixed Payments | R$ 27510 | 32,706 | ||||||
Payments related to short-term contracts and low value assets, variable price contracts | 14,278 | 20,375 | ||||||
Total | R$ 41788 | R$ 53081 | ||||||
[1] | Refers to new lease agreements in amount of R$ 35,925 being R$ 20,358 referred to lease agreements previously engaged and renewed based on contractual terms and new lease agreements R$ 15,567 which the Company has embed part of its digital learning solutions in the computer tablets being part of them which the Company has embed part of its digital learning solutions in the computer tablets. Those new sublease agreements (digital learning) refer to lease terms of 36 months, which the rates negotiated are 10,3% p.a to 10,88% p.a depending on the contract. | |||||||
[2] | The cancelled contracts on December 31,2020 totaled R$ 3,429 (R$ 34,852 as of December 31,2019) and refer mainly to cancellation of lease agreements of the administrative properties leased by the Company. |
Contract liabilities and defe_7
Contract liabilities and deferred income (Details) - BRL (R$) R$ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2018 | Aug. 31, 2017 | Oct. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | ||
Contract liabilities and deferred income | ||||||||
Contract liabilities and deferred income | R$ 53707 | R$ 58524 | ||||||
Current | 47,169 | 49,328 | ||||||
Non-current | 6,538 | 9,196 | ||||||
Refund liability | ||||||||
Contract liabilities and deferred income | ||||||||
Contract liabilities and deferred income | [1] | 42,005 | 45,248 | |||||
Sales of employees' payroll | ||||||||
Contract liabilities and deferred income | ||||||||
Contract liabilities and deferred income | [2] | 2,348 | 4,173 | |||||
Deferred income | R$ 7000 | |||||||
Lease term of the property | 5 years | |||||||
Deferred income in leaseback agreement | ||||||||
Contract liabilities and deferred income | ||||||||
Contract liabilities and deferred income | [3] | 6,665 | 7,500 | |||||
Other liabilities | ||||||||
Contract liabilities and deferred income | ||||||||
Contract liabilities and deferred income | R$ 2689 | R$ 1603 | ||||||
Somos - Anglo (Predecessor) | ||||||||
Contract liabilities and deferred income | ||||||||
Contract liabilities and deferred income | R$ 78153 | R$ 68243 | ||||||
Current | 72,918 | 68,243 | ||||||
Non-current | 5,235 | |||||||
Proceeds from sale of property, plant and equipment | R$ 25500 | |||||||
Somos - Anglo (Predecessor) | Refund liability | ||||||||
Contract liabilities and deferred income | ||||||||
Contract liabilities and deferred income | [4] | 68,833 | 68,149 | |||||
Somos - Anglo (Predecessor) | Sales of employees' payroll | ||||||||
Contract liabilities and deferred income | ||||||||
Contract liabilities and deferred income | [5] | 6,800 | ||||||
Deferred income | R$ 7000 | |||||||
Lease term of the property | 5 years | |||||||
Somos - Anglo (Predecessor) | Deferred income in leaseback agreement | ||||||||
Contract liabilities and deferred income | ||||||||
Proceeds from sale of property, plant and equipment | R$ 25500 | |||||||
Deferred income | R$ 9104 | |||||||
Lease term of the property | 120 months | |||||||
Somos - Anglo (Predecessor) | Other liabilities | ||||||||
Contract liabilities and deferred income | ||||||||
Contract liabilities and deferred income | R$ 2520 | R$ 94 | ||||||
[1] | Refers to the customers right to return products. | |||||||
[2] | Refers to deferred income related to the sale of a -year exclusivity to process our Company employees’ payroll to Banco Itaú for R$ thousand, in August 2017. This income will be recognized on a straight-line basis throughout the contract term as “Other Operating income” as the Company believes that the rights of exclusivity are transferred to Itaú over this year. | |||||||
[3] | In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ . This transaction included deferred income of R$ , which will be appropriated according to the lease term of the property ( months). | |||||||
[4] | Relates to customers’ right to return products. | |||||||
[5] | Refers to deferred income related to the sale of a 5-year exclusivity to process our Business employees’ payroll to Banco Itaú for R$7,000 thousand, in August 2017. This income will be recognized on a straight line basis throughout the contract term as “Other Operating income” as the Business’ believes that the rights of exclusivity are transferred to Itaú over this period. |
Accounts payable for business_7
Accounts payable for business combination (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts payable for business combination | |||
Current | R$ 17132 | R$ 1772 | |
Non-current | 30,923 | 9,169 | |
Total | 48,055 | 10,941 | R$ 10708 |
Pluri | |||
Accounts payable for business combination | |||
Total | 12,817 | ||
Mind Makers | |||
Accounts payable for business combination | |||
Total | 15,000 | ||
Livro Fácil | |||
Accounts payable for business combination | |||
Total | 15,907 | 10,941 | |
Meritt | |||
Accounts payable for business combination | |||
Total | R$ 4331 |
Accounts payable for business_8
Accounts payable for business combination (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of changes in accounts payable for business combination | ||
Opening balance | R$ 10941 | R$ 10708 |
Additions | 58,857 | |
Payment | (26,389) | |
Interest adjustment | 1,568 | 52 |
Others | 3,078 | 181 |
Closing balance | R$ 48055 | R$ 10941 |
Accounts payable for business_9
Accounts payable for business combination (Details 3) - BRL (R$) R$ in Thousands | Nov. 20, 2020 | Feb. 13, 2020 | Jan. 07, 2020 | Dec. 31, 2020 | |
Pluri | |||||
Accounts payable for business combination | |||||
Total consideration | R$ 26000 | R$ 27706 | |||
Consideration paid in cash | 156,000 | ||||
Consideration relating to installments and accrued contractual CDI charges | 104,000 | ||||
Increase in purchase price on account of additional earn-outs | R$ 17000 | ||||
Mind Makers | |||||
Accounts payable for business combination | |||||
Total consideration | R$ 182000 | 23,621 | |||
Consideration paid in cash | 10,000 | ||||
Consideration relating to installments and accrued contractual CDI charges | 82,000 | ||||
Increase in purchase price on account of additional earn-outs | R$ 54000 | ||||
Meritt | |||||
Accounts payable for business combination | |||||
Total consideration | R$ 35000 | R$ 7530 | [1] | ||
Consideration paid in cash | 3,200 | ||||
Consideration relating to installments and accrued contractual CDI charges | 3,000 | ||||
Increase in purchase price on account of additional earn-outs | R$ 40000 | ||||
[1] | Fair values measured on a provisional basis – The fair value of Meritt’s intangible assets (patented technology and customer relationships) has been measured provisionally, pending completion of an independent valuation. |
Accounts payable for busines_10
Accounts payable for business combination (Details 4) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of maturity of accounts payable for business combination | |||
2020 | R$ 1772 | ||
2021 | R$ 17132 | 1,030 | |
2022 | 13,811 | 3,090 | |
2023 | 17,112 | 5,049 | |
Total non-current liabilities | 30,923 | 9,169 | |
Total | R$ 48055 | R$ 10941 | R$ 10708 |
Schedule of percentage of maturity installment for accounts payable for business combination | |||
2020 (%) | 162.00% | ||
2021 (%) | 357.00% | 94.00% | |
2022 (%) | 287.00% | 282.00% | |
2023 (%) | 356.00% | 462.00% | |
Total non-current liabilities (%) | 643.00% | 838.00% | |
Total (%) | 1000.00% | 1000.00% |
Salaries and Social Contribut_7
Salaries and Social Contribution (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Salaries and Social Contribution | |||
Salaries payable | R$ 15891 | R$ 20658 | |
Social contribution payable | [1] | 30,511 | 9,532 |
Provision for vacation pay | 15,920 | 13,213 | |
Provision for profit sharing | [2] | 5,880 | 18,333 |
Others | 921 | 12 | |
Total | R$ 69123 | R$ 61748 | |
[1] | Refers to the effect of social contribution over restricted share units compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on monthly basis according to the Company’s share price. | ||
[2] | The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. In 2020 some metrics were reviewed over COVID-19 basis and part of provision was reversed. According to the Company policy, the provision for profit sharing will be paid in the second quarter of 2021. |
Related parties (Details)
Related parties (Details) - BRL (R$) R$ in Thousands | Apr. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Related parties | |||||
Other receivables | R$ 2070 | [1] | R$ 38141 | ||
Trade receivables | 22,791 | 17,062 | |||
Indemnification asset | 153,714 | 149,600 | |||
Other payments | 135,307 | [2] | 49,244 | ||
Loans | 20,884 | [3] | 29,192 | ||
Suppliers | 20,985 | 1,219 | |||
Bonds | 792,343 | 1,640,947 | |||
Cogna Educacao S.A. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | |||||
Indemnification asset | 153,714 | 149,600 | |||
Other payments | 1,354 | [2] | |||
Loans | 20,884 | [3] | |||
Suppliers | |||||
Bonds | 691,451 | 1,539,146 | |||
Face amount of borrowings | R$ 20000 | ||||
Interest rate basis | CDI plus 3,75% | ||||
Interest expense recognized | R$ 884 | ||||
Anhanguera Educacional Participacoes SA. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 413 | 1,150 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Editora Atica S.A. | |||||
Related parties | |||||
Other receivables | [1] | 16 | |||
Trade receivables | 1,193 | 281 | |||
Indemnification asset | |||||
Other payments | 72,158 | [2] | 31,944 | ||
Loans | [3] | ||||
Suppliers | 7,392 | ||||
Bonds | |||||
Editora Scipione S.A. | |||||
Related parties | |||||
Other receivables | [1] | 4,743 | |||
Trade receivables | 414 | 304 | |||
Indemnification asset | |||||
Other payments | 13,408 | [2] | |||
Loans | [3] | ||||
Suppliers | 1,386 | ||||
Bonds | |||||
Centro Educacional Leonardo Da Vinci SS | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 63 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Maxiprint Editora Ltda. | |||||
Related parties | |||||
Other receivables | 13 | [1] | 4,021 | ||
Trade receivables | 367 | 1,154 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 26 | ||||
Bonds | |||||
Pax Editora E Distribuidora Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 49 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Saraiva Educacao S.A. | |||||
Related parties | |||||
Other receivables | [1] | 28,226 | |||
Trade receivables | 804 | 424 | |||
Indemnification asset | |||||
Other payments | 36,454 | [2] | |||
Loans | [3] | ||||
Suppliers | 8,010 | ||||
Bonds | |||||
Colegio Visao Eireli | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 115 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Colegio Manauara Lato Sensu Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 2,838 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 173 | ||||
Bonds | |||||
Pitagoras Sistema De Educacao Superior Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 127 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Somos Idiomas SA | |||||
Related parties | |||||
Other receivables | 79 | [1] | 75 | ||
Trade receivables | 2 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
SGE Comercio De Material Didatico Ltda. | |||||
Related parties | |||||
Other receivables | [1] | 6 | |||
Trade receivables | 6 | 5 | |||
Indemnification asset | |||||
Other payments | 41 | [2] | |||
Loans | [3] | ||||
Suppliers | 661 | 482 | |||
Bonds | |||||
Sistema P H De Ensino Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 2,348 | 2,027 | |||
Indemnification asset | |||||
Other payments | 2,116 | [2] | 18 | ||
Loans | [3] | ||||
Suppliers | 163 | ||||
Bonds | |||||
Escola Mater Christi Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 216 | 204 | |||
Indemnification asset | |||||
Other payments | [2] | 130 | |||
Loans | [3] | ||||
Suppliers | 104 | ||||
Bonds | |||||
Somos Educacao S.A. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | |||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Saber Servicos Educacionais S.A. | |||||
Related parties | |||||
Other receivables | 1,686 | [1] | |||
Trade receivables | 3,710 | 5,041 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 2,658 | ||||
Bonds | 100,892 | 101,801 | |||
Acel Administracao de Cursos Educacionais Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 2,899 | 1,415 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 36 | ||||
Bonds | |||||
Educacao Inovacao e Tecnologia S.A. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | |||||
Indemnification asset | |||||
Other payments | [2] | 229 | |||
Loans | [3] | ||||
Suppliers | 0 | ||||
Bonds | |||||
Somos Operacoes Escolares S.A. | |||||
Related parties | |||||
Other receivables | 292 | [1] | 42 | ||
Trade receivables | 980 | ||||
Indemnification asset | |||||
Other payments | [2] | 4,197 | |||
Loans | [3] | 29,192 | |||
Suppliers | |||||
Bonds | |||||
Sociedade Educacional Doze De Outubro Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 231 | 232 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 36 | ||||
Bonds | |||||
Colegio Motivo Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 1,250 | 1,442 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 249 | ||||
Bonds | |||||
Colegio JAO Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 772 | 415 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Editora E Distribuidora Educacional S.A (“EDE”) | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 528 | 2,705 | |||
Indemnification asset | |||||
Other payments | 9,547 | [2] | |||
Loans | [3] | ||||
Suppliers | 89 | 737 | |||
Bonds | |||||
Colegio Ambiental Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 315 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Bonds | |||||
Conlegio Cidade Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 155 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Bonds | |||||
Curso e Colegio Coqueiro Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 188 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Bonds | |||||
ECSA Escola A Chave do Saber Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 435 | 212 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
EDUFOR Servicos Educacionais Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 10 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Bonds | |||||
Escola Riacho Doce Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 253 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Bonds | |||||
Nucleo Brasileiro de Estudos Avancados Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 391 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Bonds | |||||
Papelaria Brasiliana Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 1,478 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Bonds | |||||
Sociedade Educacional Alphaville Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 190 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Bonds | |||||
Sociedade Educacional NEODNA Cuiaba Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 101 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Bonds | |||||
Saber Servicos Educacionais as | |||||
Related parties | |||||
Other receivables | 1,012 | ||||
Trade receivables | |||||
Indemnification asset | |||||
Other payments | |||||
Loans | |||||
Suppliers | |||||
Bonds | |||||
Editora E Distribuidora Educacional as | |||||
Related parties | |||||
Other receivables | |||||
Trade receivables | |||||
Indemnification asset | |||||
Other payments | 12,955 | ||||
Loans | |||||
Suppliers | |||||
Bonds | |||||
[1] | Refers to other receivables related to cost sharing agreements where substantially Saber Serviços Educacionais (“Saber”), a Cogna Group entity, takes services from the Company; | ||||
[2] | Refers substantially to “Reverse Factoring” contracts for raw material purchases, specifically graphics and paper, which the Company reimburses Atica and Scipione. See item a, below; and | ||||
[3] | On April 1, 2020 the Company signed a loan agreement with Cogna Educação S.A. in the amount of R$ 20,000 bearing interest rate at CDI plus 3,75%. Until December 31, 2020 the Company recognized R$ 884 as interest expense on consolidated statement of Profit and Loss. |
Related parties (Details 2)
Related parties (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Transactions held with Related parties | ||||
Revenues | R$ 4911 | R$ 33822 | R$ 12700 | |
Finance costs | 25,591 | 55,679 | 92,583 | [1] |
Cost Sharing | 48,133 | |||
Sublease | 21,683 | |||
Cogna Educacao S.A. | ||||
Transactions held with Related parties | ||||
Revenues | ||||
Finance costs | 48,432 | 86,839 | [1] | |
Cost Sharing | ||||
Sublease | ||||
Somos Educacao S.A. | ||||
Transactions held with Related parties | ||||
Revenues | ||||
Finance costs | 278 | [1] | ||
Cost Sharing | ||||
Sublease | ||||
Editora Atica S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 7,287 | |||
Finance costs | 229 | [1] | ||
Cost Sharing | 11,989 | |||
Sublease | 15,364 | |||
Editora Scipione S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 1,551 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Colegio Manauara Lato Sensu Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 3,139 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Maxiprint Editora Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 612 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Saraiva Educacao S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 3,364 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | 3,739 | |||
Sociedade Educacional Parana Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 795 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Acel Administracao de Cursos Educacionais Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 283 | 1,230 | ||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Sociedade Educacional NEODNA Cuiaba Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 367 | 1,307 | ||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
ECSA Escola A Chave do Saber Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 657 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Colegio Motivo Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 316 | 1,308 | ||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Sistema P H De Ensino Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 3,267 | 5,776 | 1,909 | |
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Saber Servicos Educacionais S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 1,254 | 4,642 | ||
Finance costs | 25,591 | 6,740 | 5,744 | [1] |
Cost Sharing | ||||
Sublease | 729 | |||
Sociedade Educacional Doze De Outubro Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 134 | 295 | 1,770 | |
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Editora E Distribuidora Educacional S.A (“EDE”) | ||||
Transactions held with Related parties | ||||
Revenues | 592 | 1,841 | 469 | |
Finance costs | [1] | |||
Cost Sharing | 36,144 | |||
Sublease | 1,489 | |||
Somos Operacoes Escolares S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 1,647 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Escola Mater Christi Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 120 | 246 | ||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Colegio JAO Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 127 | 387 | 311 | |
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Centro Educacional Leonardo Da Vinci SS | ||||
Transactions held with Related parties | ||||
Revenues | 1,319 | 511 | ||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Nucleo Brasileiro de Estudos Avancados Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 423 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Papelaria Brasiliana Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 1,287 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Sociedade Educacional Alphaville Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 317 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Sociedade Educacional NEODNA Cuiaba Ltda - EPP | ||||
Transactions held with Related parties | ||||
Revenues | 367 | |||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | ||||
Others | ||||
Transactions held with Related parties | ||||
Revenues | 72 | 134 | ||
Finance costs | [1] | |||
Cost Sharing | ||||
Sublease | R$ 362 | |||
[1] | Refers to debentures interest; see Note 14. |
Related parties (Details 3)
Related parties (Details 3) R$ in Thousands | Dec. 06, 2019BRL (R$) | Nov. 11, 2019BRL (R$) | Nov. 06, 2019BRL (R$) | Dec. 31, 2020BRL (R$) | Dec. 31, 2019BRL (R$) | Dec. 31, 2018BRL (R$) |
Transactions held with Related parties | ||||||
Indemnification asset | R$ 153714 | R$ 149600 | ||||
Cost Sharing | R$ 48133 | |||||
Copyright license | ||||||
Transactions held with Related parties | ||||||
Agreement term | 3 years | |||||
Related parties | ||||||
Transactions held with Related parties | ||||||
Outstanding contract commitments | R$ 135307 | 49,244 | R$ 446 | |||
Indemnification asset | 1,537 | R$ 1496 | ||||
Cost Sharing | R$ 48133 | |||||
Related parties | Trademark license | ||||||
Transactions held with Related parties | ||||||
Agreement term | 20 years | |||||
Trademark | R$ 0 | |||||
Number of license agreements | 2 | |||||
Related parties | Editora E Distribuidora Educacional S.A (“EDE”) | Copyright license | ||||||
Transactions held with Related parties | ||||||
Copyright license | R$ 0 | |||||
Agreement term | 3 years | |||||
Related parties | Editora E Distribuidora Educacional S.A (“EDE”) | Trademark license | ||||||
Transactions held with Related parties | ||||||
Agreement term | 20 years | |||||
Trademark | R$ 0 |
Related parties (Details 4)
Related parties (Details 4) - BRL (R$) R$ in Thousands | Dec. 05, 2019 | Dec. 31, 2020 |
Transactions held with Related parties | ||
Sublease | R$ 21683 | |
Related parties | ||
Transactions held with Related parties | ||
Sublease | 21,683 | |
Editora E Distribuidora Educacional S.A (“EDE”) | ||
Transactions held with Related parties | ||
Sublease | R$ 1489 | |
Editora E Distribuidora Educacional S.A (“EDE”) | Somos Sistemas de Ensino S.A. | ||
Transactions held with Related parties | ||
Sale Leaseback Transactions, Monthly Rental Payments | R$ 390 | |
Somos Sistemas de Ensino S.A. | Editora Scipione S.A. | ||
Transactions held with Related parties | ||
Operating lease transaction, Monthly rental payments | R$ 35 | |
Maturity term | 60 months | |
Somos Sistemas de Ensino S.A. | Editora Atica S.A. | ||
Transactions held with Related parties | ||
Operating lease transaction, Monthly rental payments | R$ 30 | |
Maturity term | 60 months | |
Sale Leaseback Transactions, Monthly Rental Payments | R$ 439 | |
Somos Sistemas de Ensino S.A. | SGE Comercio De Material Didatico Ltda. | ||
Transactions held with Related parties | ||
Sale Leaseback Transactions, Monthly Rental Payments | 15 | |
Somos Sistemas de Ensino S.A. | Somos Idiomas SA | ||
Transactions held with Related parties | ||
Sale Leaseback Transactions, Monthly Rental Payments | 3 | |
Somos Sistemas de Ensino S.A. | Saraiva Educacao S.A. | ||
Transactions held with Related parties | ||
Sale Leaseback Transactions, Monthly Rental Payments | 113 | |
Somos Sistemas de Ensino S.A. | Livraria Livro Facil Ltda | ||
Transactions held with Related parties | ||
Sale Leaseback Transactions, Monthly Rental Payments | 82 | |
Somos Sistemas de Ensino S.A. | Editora E Distribuidora Educacional S.A (“EDE”) | ||
Transactions held with Related parties | ||
Sale Leaseback Transactions, Monthly Rental Payments | R$ 43 |
Related parties (Details 5)
Related parties (Details 5) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related parties | |||
Short-term employee benefits | R$ 155 | R$ 6982 | R$ 11430 |
Share-based compensation plan | 475 | 33,594 | 1,372 |
Total key management personnel compensation expenses | R$ 630 | R$ 40576 | R$ 12802 |
Related parties (Details 6)
Related parties (Details 6) R$ in Thousands | Nov. 21, 2018BRL (R$) |
Mind Makers Editora Educacional | |
Transactions held with Related parties | |
Aggregate amount of Guarantees related to finance | R$ 1676 |
Provision for tax, civil and _5
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | R$ 582315 | R$ 567750 | ||
Liabilities assumed in Business Combination | 31,618 | 41,257 | ||
Total of provision for tax, civil and labor losses | 613,933 | 609,007 | R$ 554565 | |
Tax proceedings (i) | ||||
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | [1] | 575,724 | 557,782 | |
Total of provision for tax, civil and labor losses | 572,724 | 557,783 | 502,764 | |
Labor proceedings (ii) | ||||
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | [2] | 6,591 | 9,967 | |
Liabilities assumed in Business Combination | [2] | 31,305 | 41,226 | |
Total of provision for tax, civil and labor losses | 37,896 | 51,193 | 49,652 | |
Civil proceedings | ||||
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | 1 | |||
Liabilities assumed in Business Combination | 313 | 31 | ||
Total of provision for tax, civil and labor losses | R$ 313 | R$ 31 | R$ 2149 | |
[1] | Primarily refers to income tax positions taken by the predecessor Somos (Vasta Predecessor) and the Company (Sucessor) in connection with a corporate restructuring held by the predecessor in . In , given a tax assessment via an Infraction Notice received by the predecessor for certain periods opened for tax audit coupled with unfavorable jurisprudence on a similar tax case also reached in , the Company reassessed this income tax position and recorded a liability, including interest and penalties, in the Consolidated Carve-out Financial Statements, | |||
[2] | The Company is a party to labor demands, which mostly refer to proportional vacation, salary differential, night shift premium, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. |
Provision for tax, civil and _6
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in provision | ||
Beginning balance | R$ 609007 | R$ 554565 |
Additions | 13,174 | 20,537 |
Reversals | (13,829) | 7,523 |
Interest | 13,297 | 41,428 |
Total effect on the results | 15,537 | 54,442 |
Payments | (7,716) | |
Ending balance | 613,933 | 609,007 |
Reconciliation with profit or loss for the period | ||
Finance expense | (13,297) | (41,428) |
General and administrative expenses | (11,737) | (4,198) |
General and administrative expenses | 13,829 | 7,523 |
Income tax and social contribution | (1,437) | (16,339) |
Addition (Total) | 13,174 | 20,537 |
Reversal (Total) | (13,829) | 7,523 |
Interest (Total) | 13,297 | 41,428 |
Tax proceedings (i) | ||
Changes in provision | ||
Beginning balance | 557,783 | 502,764 |
Additions | 10,651 | 16,339 |
Reversals | (4,189) | (699) |
Interest | 11,479 | 39,379 |
Total effect on the results | 20,836 | 55,019 |
Payments | ||
Ending balance | 572,724 | 557,783 |
Reconciliation with profit or loss for the period | ||
Addition (Total) | 10,651 | 16,339 |
Reversal (Total) | (4,189) | (699) |
Interest (Total) | 11,479 | 39,379 |
Labor proceedings (ii) | ||
Changes in provision | ||
Beginning balance | 51,193 | 49,652 |
Additions | 2,093 | 4,133 |
Reversals | (9,538) | (4,585) |
Interest | 1,805 | 1,993 |
Total effect on the results | (5,640) | 1,541 |
Payments | (7,657) | |
Ending balance | 37,896 | 51,193 |
Reconciliation with profit or loss for the period | ||
Addition (Total) | 2,093 | 4,133 |
Reversal (Total) | (9,538) | (4,585) |
Interest (Total) | 1,805 | 1,993 |
Civil proceedings | ||
Changes in provision | ||
Beginning balance | 31 | 2,149 |
Additions | 430 | 65 |
Reversals | (102) | (2,239) |
Interest | 13 | 56 |
Total effect on the results | 341 | (2,118) |
Payments | (59) | |
Ending balance | 313 | 31 |
Reconciliation with profit or loss for the period | ||
Addition (Total) | 430 | 65 |
Reversal (Total) | (102) | (2,239) |
Interest (Total) | R$ 13 | R$ 56 |
Provision for tax, civil and _7
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | [1] | R$ 153714 | R$ 149600 |
Total | 172,748 | 172,932 | |
Cogna Group | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | 2,003 | 5,476 | |
Tax proceedings | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | 2,004 | 1,419 | |
Labor proceedings | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | 955 | ||
Escrow-account (ii) | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | [2] | R$ 15027 | R$ 15482 |
[1] | Refers to an indemnification asset from the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$153,714 (R$ 149,600 on December 31, 2019). See Note 20. This asset is indexed to CDI (Certificates of Interbank Deposits). | ||
[2] | Refers to guarantees received as a consequence of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize. |
Current and Deferred Income T_7
Current and Deferred Income Tax and Social Contribution (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current and Deferred Income Tax and Social Contribution | |||
Loss before income tax and social contribution | R$ 3690 | R$ 71053 | R$ 90315 |
Nominal statutory rate of income tax and social contribution | 34.00% | 34.00% | 34.00% |
IRPJ and CSLL calculated at the nominal rates | R$ 1255 | R$ 24158 | R$ 30707 |
Permanent exclusion (additions) | (3,475) | 1,246 | (1,100) |
Income tax and social contribution | (4,730) | 25,404 | 29,607 |
Current IRPJ and CSLL in the result | (4,750) | 7,874 | (22,113) |
Deferred IRPJ and CSLL in the result | 20 | 17,530 | 51,720 |
Total income tax and social contribution | R$ 4730 | R$ 25404 | R$ 29607 |
Effective tax rate of Income and social contribution tax expenses | 128.00% | 36.00% | 33.00% |
Current and Deferred Income T_8
Current and Deferred Income Tax and Social Contribution (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 11, 2018 | Oct. 10, 2018 | ||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | R$ 87971 | R$ 88546 | R$ 57340 | R$ 87951 | ||||||
First adoption of IFRS 16 | 1,508 | |||||||||
Effect on profit (loss) | 20 | 17,530 | 51,720 | |||||||
Effect on Parent's Equity | 13,676 | [1] | (83,859) | |||||||
Deferred Assets, net at end of period | 87,971 | 88,546 | (57,340) | 87,951 | ||||||
Derecognized through Parent's Net Investment | (83,859) | |||||||||
Income tax and social contribution losses carryforwards | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 110,499 | 182,257 | [2] | 31,353 | [2] | 119,557 | ||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (9,058) | 137,228 | [2] | 6,573 | ||||||
Effect on Parent's Equity | 13,676 | [1],[2] | (85,719) | |||||||
Deferred Assets, net at end of period | 110,499 | 182,257 | [2] | 31,353 | [2] | 119,557 | ||||
Impairment losses on trade receivables | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 6,532 | 9,543 | 6,730 | 9,068 | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (2,536) | 2,813 | 1,129 | |||||||
Effect on Parent's Equity | [1] | (931) | ||||||||
Deferred Assets, net at end of period | 6,532 | 9,543 | 6,730 | 9,068 | ||||||
Provision for obsolete inventories | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 24,619 | 3,263 | 7,753 | 25,906 | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (1,287) | (4,490) | (19,289) | |||||||
Effect on Parent's Equity | [1] | 2,423 | ||||||||
Deferred Assets, net at end of period | 24,619 | 3,263 | 7,753 | 25,906 | ||||||
Imputed interest on suppliers | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | (10,366) | (744) | (3,303) | (428) | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (9,938) | 2,559 | 8,477 | |||||||
Effect on Parent's Equity | [1] | (1,414) | ||||||||
Deferred Assets, net at end of period | (10,366) | (744) | (3,303) | (428) | ||||||
Provision for risks of tax, civil and labor losses | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 5,867 | 19,138 | 20,189 | 3,624 | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | 2,243 | (1,051) | 15,497 | |||||||
Effect on Parent's Equity | [1] | (1,175) | ||||||||
Deferred Assets, net at end of period | 5,867 | 19,138 | 20,189 | 3,624 | ||||||
Refund liabilities and right to returned goods | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 17,967 | 10,903 | 14,998 | 12,162 | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | 5,805 | (4,095) | (6,170) | |||||||
Effect on Parent's Equity | [1] | 3,201 | ||||||||
Deferred Assets, net at end of period | 17,967 | 10,903 | 14,998 | 12,162 | ||||||
Lease Liabilities | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 4,764 | 3,594 | ||||||||
First adoption of IFRS 16 | 1,508 | |||||||||
Effect on profit (loss) | 1,170 | 1,308 | ||||||||
Effect on Parent's Equity | [1] | 778 | ||||||||
Deferred Assets, net at end of period | 4,764 | 3,594 | ||||||||
Goodwill and fair value adjustments on business combination | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | (77,892) | [3] | (150,598) | [4] | (30,486) | [4] | (90,889) | [3] | ||
First adoption of IFRS 16 | [3] | |||||||||
Effect on profit (loss) | 12,997 | [3] | (120,112) | [4] | 46,574 | [3] | ||||
Effect on Parent's Equity | [1],[4] | 832 | [3] | |||||||
Deferred Assets, net at end of period | (77,892) | [3] | (150,598) | [4] | (30,486) | [4] | (90,889) | [3] | ||
Other temporary difference | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 10,745 | 10,020 | 6,512 | 8,951 | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | 1,794 | 3,508 | (2,379) | |||||||
Effect on Parent's Equity | [1] | (1,854) | ||||||||
Deferred Assets, net at end of period | R$ 10745 | R$ 10020 | R$ 6512 | R$ 8951 | ||||||
[1] | Refers to the tax effect over temporary differences, specifically IPO costs capitalization recorded in the Somos Sistemas de Ensino S.A. (Company’s affiliate) being its effects on equity and counterparty on deferred tax assets financial statement line. Here is important to enhance that part of IPO costs, that included auditing, lawyer’s advisor, banks fees and other directly costs attributable to the IPO were paid by the Company. The Parent Company, Vasta Platform, does not accrued deferred tax assets. | |||||||||
[2] | Refers to tax losses carryforwards accumulated supported by the Company’s forecasts of the future profitability. | |||||||||
[3] | On December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ (83,859), upon the conclusion of the legal entity structure that was completed via the comprehensive corporate restructuring and the difference between tax bases of legal entity and amount recognized based on a separate return method for the carve-out operation. | |||||||||
[4] | Goodwill and fair value adjustments on business combination comprise three components, being (i) goodwill and fair value adjustment of prior business combination by predecessor Somos Anglo; (ii) amortization of fair value adjustment related to acquisition of the predecessor Somos Anglo by the successor Vasta; and (iii) deductibility of the acquisition goodwill for tax purpose allowed by tax law. |
Shareholder's Equity (Details)
Shareholder's Equity (Details) R$ / shares in Units, R$ in Thousands | Sep. 03, 2018shares | Dec. 31, 2018BRL (R$) | Jul. 31, 2020sharesR$ / shares | Dec. 31, 2020BRL (R$)shares | Dec. 31, 2019BRL (R$)shares |
Share-base compensation plan on combined carve-out financial statements from October 11, 2018 to July 31,2020 – note2a) | |||||
Number of outstanding restricted shares | 932,603 | ||||
Effects on Consolidated Statement of Profit or Loss | R$ | R$ 63331 | ||||
Cogna Group | |||||
Share-base compensation plan on combined carve-out financial statements from October 11, 2018 to July 31,2020 – note2a) | |||||
Number of outstanding restricted shares | 29,736 | ||||
Cogna Group | Restricted share-based compensation plan | |||||
Share-base compensation plan on combined carve-out financial statements from October 11, 2018 to July 31,2020 – note2a) | |||||
Total share capital corresponding under the plan | 19,416,233 | ||||
Percentage of the Cogna Group’s total share capital under the plan | 1.18% | ||||
Period under which company is obligated to to transfer the restricted shares under the plan | 10 days | ||||
Period of continuing employment relationship for employees or officers to be eligible for getting share | 3 years | ||||
Number of outstanding restricted shares | 159,919 | ||||
Grant date fair value | R$ / shares | R$ 10.58 | ||||
Effects on Consolidated Statement of Profit or Loss | R$ | R$ 475 | R$ 686 | R$ 1372 |
Shareholder's Equity (Details 2
Shareholder's Equity (Details 2) R$ / shares in Units, R$ in Thousands | Jul. 31, 2020shares | Nov. 30, 2020shares | Jul. 31, 2020shares | Dec. 31, 2020BRL (R$)sharesitemR$ / shares | Dec. 31, 2020BRL (R$)$ / shares |
Share-based compensation | |||||
Opening Balance of share units | |||||
Share units to be issued and delivered | (411,404) | ||||
Closing Balance of share units | 932,603 | ||||
Amount of compensation based on share units | R$ | R$ 63331 | ||||
Cogna Group | |||||
Share-based compensation | |||||
Opening Balance of share units | 29,736 | ||||
Closing Balance of share units | |||||
July Plan | |||||
Share-based compensation | |||||
Share units granted | 1,233,321 | 821,918 | |||
Unit price for share units granted | (per share) | R$ 5.14 | $ 19 | |||
Amount of compensation based on share units | R$ | R$ 9595 | ||||
Labor liability | R$ | R$ 3348 | $ 3,348 | |||
Expected volatility | 30.00% | ||||
November Plan | |||||
Share-based compensation | |||||
Share units granted | 80,950 | 80,950 | |||
Unit price for share units granted | (per share) | R$ 5.37 | $ 12.58 | |||
Amount of compensation based on share units | R$ | R$ 243 | ||||
Labor liability | R$ | R$ 161 | $ 161 | |||
Vesting period under the plan | 60 months | ||||
Expected volatility | 30.00% | ||||
Bonus Vasta Plan to Vasta (a) | |||||
Share-based compensation | |||||
Opening Balance of share units | |||||
Share units to be issued and delivered | (142,323) | ||||
Closing Balance of share units | |||||
Unit price for share units granted | R$ / shares | R$ 1900 | ||||
Unit price for share units exchanged | R$ / shares | R$ 5.14 | ||||
Amount of compensation based on share units | R$ | R$ 29124 | ||||
Labor liability | R$ | R$ 10408 | $ 10,408 | |||
Bonus Vasta Plan to Vasta (a) | Cogna Group | |||||
Share-based compensation | |||||
Opening Balance of share units | |||||
Closing Balance of share units | |||||
Bonus Vasta Plan to Vasta (a) | July Plan | |||||
Share-based compensation | |||||
Share units granted | 142,323 | ||||
Bonus Vasta Plan to Vasta (a) | November Plan | |||||
Share-based compensation | |||||
Share units granted | |||||
Bonus Vasta Plan to Cogna (a) | |||||
Share-based compensation | |||||
Opening Balance of share units | |||||
Share units to be issued and delivered | (269,080) | ||||
Closing Balance of share units | |||||
Percentage of the Cogna Group’s total share capital under the plan | 3.00% | ||||
Number of tranches approved by the Company’s Board of Directors to grant | item | 5 | ||||
Vesting period under the plan | 5 years | ||||
Expected volatility | 30.00% | ||||
Bonus Vasta Plan to Cogna (a) | Cogna Group | |||||
Share-based compensation | |||||
Opening Balance of share units | |||||
Closing Balance of share units | |||||
Bonus Vasta Plan to Cogna (a) | July Plan | |||||
Share-based compensation | |||||
Share units granted | 269,080 | ||||
Bonus Vasta Plan to Cogna (a) | November Plan | |||||
Share-based compensation | |||||
Share units granted | |||||
Long term investment – Vasta to Vasta and Cogna, Employees Shares transferred from Cogna to the Company | |||||
Share-based compensation | |||||
Opening Balance of share units | |||||
Share units to be issued and delivered | |||||
Closing Balance of share units | 932,604 | ||||
Number of not vested shares cancelled (in shares) | 330,322 | ||||
Long term investment – Vasta to Vasta and Cogna, Employees Shares transferred from Cogna to the Company | Cogna Group | |||||
Share-based compensation | |||||
Opening Balance of share units | 29,736 | ||||
Closing Balance of share units | |||||
Long term investment – Vasta to Vasta and Cogna, Employees Shares transferred from Cogna to the Company | July Plan | |||||
Share-based compensation | |||||
Share units granted | 821,918 | ||||
Long term investment – Vasta to Vasta and Cogna, Employees Shares transferred from Cogna to the Company | November Plan | |||||
Share-based compensation | |||||
Share units granted | 80,950 |
Shareholder's Equity (Details 3
Shareholder's Equity (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Share Capital | ||
Common shares issued and outstanding | 83,011,585 | |
Share capital | R$ 4820815 | |
Cogna Group | ||
Share Capital | ||
Share capital | R$ 4787432 | |
Class A common shares | ||
Share Capital | ||
Common shares issued and outstanding | 18,575,492 | |
Volting power held | 2.80% | |
Share capital | R$ 18575492 | |
Class B common shares | Cogna Group | ||
Share Capital | ||
Common shares issued and outstanding | 64,436,093 | |
Volting power held | 97.20% | |
Share capital | R$ 64436093 |
Shareholder's Equity (Details 4
Shareholder's Equity (Details 4) - BRL (R$) R$ / shares in Units, shares in Thousands, R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Earning per share | ||||
Loss Attributable to Parent Entity | R$ 1040 | R$ 45649 | R$ 60708 | |
Weighted average number of ordinary shares outstanding | [1] | 83,012 | 83,012 | 83,012 |
Effects of diluition from ordinary potential shares- weighted averaged | 1,344 | |||
Basic loss per share - R$ | R$ 0.0125 | R$ 0.5499 | R$ 0.7313 | |
Diluted loss per share - R$ | R$ 0.0125 | R$ 0.5499 | R$ 0.7313 | |
Share based - compensation ("Bonus IPO") (ii) | ||||
Earning per share | ||||
Effects of diluition from ordinary potential shares- weighted averaged | [2] | 903 | ||
Share based- compensation ("Long term Plan") (ii) | ||||
Earning per share | ||||
Effects of diluition from ordinary potential shares- weighted averaged | [2] | 411 | ||
Share based plan Migrated Cogna to Vasta | ||||
Earning per share | ||||
Effects of diluition from ordinary potential shares- weighted averaged | [3] | 30 | ||
[1] | The Company does not change its number of voting rights since the IPO on July 31, 2020. In the periods ended as of December 31, 2019 and from October 11 to December 2018 the company considered the number of shares the same of December 31, 2020. | |||
[2] | Refers to the share-based payments plans (“ILP”) and Bonus IPO, see item “Vasta Share Units Plan”. | |||
[3] | Refers to the Cogna Plan migrated to the Vasta Plan as restructuring in 2020, see item Cogna Share Unit Plan where Cogna Group migrated 330,222 shares corresponding to 29,736 shares all of them with voting rights. |
Net Revenue from sales and Se_7
Net Revenue from sales and Services (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Net Revenue from sales and Services | ||||
Gross revenue | R$ 284148 | R$ 1111739 | R$ 1110157 | |
Deductions from gross revenue | ||||
Taxes | (3,193) | (6,431) | (9,292) | |
Discounts | (3,687) | (8,609) | (38,901) | |
Returns | (30,907) | (99,071) | (72,281) | |
Net revenue | 246,361 | 997,628 | 989,683 | |
Sales | 241,221 | 967,374 | 971,250 | |
Services | 5,140 | 30,254 | 18,433 | |
Net revenue | 246,361 | 997,628 | 989,683 | |
Total Content & EdTech Platform | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 273,247 | 1,014,107 | 997,805 | |
Deductions from gross revenue | ||||
Taxes | (2,712) | (4,171) | (6,053) | |
Discounts | (3,687) | (8,609) | (38,901) | |
Returns | (30,369) | (92,921) | (70,592) | |
Net revenue | 236,479 | 908,406 | 882,259 | |
Net revenue | 236,479 | 908,406 | 882,259 | |
Learning Systems | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 101,097 | 608,200 | 542,070 | |
Deductions from gross revenue | ||||
Taxes | (624) | (40) | (79) | |
Discounts | (3,263) | (8,603) | (37,989) | |
Returns | (1,443) | (17,553) | (9,350) | |
Net revenue | 95,767 | 582,003 | 494,652 | |
Net revenue | 95,767 | 582,003 | 494,652 | |
Textbooks | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 138,017 | 308,298 | 339,535 | |
Deductions from gross revenue | ||||
Taxes | (858) | (250) | (2,251) | |
Discounts | ||||
Returns | (28,867) | (72,488) | (58,757) | |
Net revenue | 108,292 | 235,560 | 278,527 | |
Net revenue | 108,292 | 235,560 | 278,527 | |
Complementary Education Services | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 1,725 | 63,491 | 33,106 | |
Deductions from gross revenue | ||||
Taxes | (17) | (37) | ||
Discounts | (6) | (1) | ||
Returns | (39) | (2,880) | (1,880) | |
Net revenue | 1,686 | 60,588 | 31,188 | |
Net revenue | 1,686 | 60,588 | 31,188 | |
Other services | ||||
Net Revenue from sales and Services | ||||
Gross revenue | [1] | 32,408 | 34,118 | 83,094 |
Deductions from gross revenue | ||||
Taxes | [1] | (1,230) | (3,864) | (3,686) |
Discounts | [1] | (424) | (911) | |
Returns | [1] | (20) | (605) | |
Net revenue | [1] | 30,734 | 30,254 | 77,892 |
Net revenue | [1] | 30,734 | 30,254 | 77,892 |
Total Digital Services Platform - Ecommerce | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 10,901 | 97,632 | 112,352 | |
Deductions from gross revenue | ||||
Taxes | (481) | (2,261) | (3,239) | |
Returns | (538) | (6,149) | (1,689) | |
Net revenue | 9,882 | 89,222 | 107,424 | |
Net revenue | R$ 9882 | R$ 89222 | R$ 107424 | |
[1] | Refers also to revenue from sales of textbooks used in preparatory courses for university admission exams. |
Costs and Expenses by Nature (D
Costs and Expenses by Nature (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Costs and Expenses by Nature | ||||
Percentage of reduction in working hours under cost and expense reduction plan | 25.00% | |||
Percentage of employees affected by 25% reduction in working hours | 90.00% | |||
Salaries and payroll charges | [1] | R$ 62376 | R$ 279523 | R$ 200621 |
Raw materials and productions costs | (27,267) | (216,791) | (238,635) | |
Depreciation and amortization | (21,770) | (174,088) | (164,932) | |
Editorial costs | (21,638) | (52,794) | (61,281) | |
Copyright | (20,473) | (59,597) | (61,975) | |
Advertising and publicity | (17,091) | (88,965) | (60,416) | |
Utilities, cleaning and security | (9,379) | (19,499) | (11,869) | |
Rent and condominium fees | (7,929) | (14,278) | (20,375) | |
Third-party services | (3,817) | (23,904) | (26,406) | |
Travel | (3,664) | (8,760) | (12,471) | |
Consulting and advisory services | (2,910) | (25,269) | (16,028) | |
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) | |
Material | (1,762) | (3,708) | (1,087) | |
Taxes and contributions | (267) | (2,066) | (3,278) | |
Reversal (provision) for tax, civil and labor risks | 19 | 2,092 | 3,325 | |
Provision for obsolete inventories | 3,098 | (4,057) | (6,831) | |
Income from lease and sublease agreements with related parties | 21,683 | |||
Other income, net | (5,858) | 4,283 | (20,052) | |
Costs and Expenses by Nature | R$ 205367 | R$ 970256 | R$ 907229 | |
[1] | Increase impacted by Bonus IPO expenses recognized in the statement of consolidated Profit and loss, amount R$ and also business acquisitions occurred in 2020. |
Costs and Expenses by Nature _5
Costs and Expenses by Nature (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Costs and Expenses by Nature | |||
Cost of sales and services | R$ 69903 | R$ 378003 | R$ 447049 |
Commercial expenses | (51,151) | (165,169) | (184,592) |
General and administrative expenses | (84,898) | (406,352) | (276,427) |
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) |
Other operating net income | 2,868 | 4,283 | 5,136 |
Costs and Expenses by Nature | R$ 205367 | (970,256) | R$ 907229 |
Increase in salaries and payroll charges impacted by Bonus IPO expenses and business combinations | R$ 50580 |
Finance result (Details)
Finance result (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Finance income | ||||
Income from financial investments and marketable securities | [1] | R$ 1810 | R$ 16907 | R$ 1703 |
Other finance income | 2,100 | 4,077 | 3,713 | |
Finance income | 3,910 | 20,984 | 5,416 | |
Finance costs | ||||
Interest on bonds and financing | [2] | (25,611) | (52,935) | (92,583) |
Imputed interest on suppliers | (6,817) | (13,854) | (24,612) | |
Interest on Loans from related parties | [3],[4] | (3,344) | ||
Bank and collection fees | [5] | (607) | (17,771) | (847) |
Interest on provision for tax, civil and labor risks | (6,591) | (13,297) | (41,428) | |
Interest on Lease Liabilities | (15,077) | (16,312) | ||
Other finance costs | (1,588) | (3,131) | (2,403) | |
Finance costs | (41,214) | (119,409) | (178,185) | |
Total finance result | R$ 37304 | (98,425) | (172,769) | |
Reverse Factoring | 110,513 | 302,104 | ||
Suppliers | [6] | 110,513 | 94,930 | |
Suppliers - related parties | R$ 207174 | |||
[1] | Refers to income from Marketable Securities financial income, due to IPO process occurred on July 31, 2020. | |||
[2] | Refers to the Bonds with related parties, which include Saber Serviços Educacionais (“Saber”), which the principal and interests are being paid. | |||
[3] | Refers to interest on loans with related parties (see note 20). | |||
[4] | Refers to interest on reverse factoring that as of December 31, 2019 amounted by R$ 302,104 (R$ 94,930 as suppliers and R$ 207,174 as suppliers – related parties) and as of December 31, 2020, R$ 110,513. | |||
[5] | Refers substantially to bank and collection fees incurred in connection with certain bank transactions for example, IPO cash remittance from the USA to Brazil and bank fees related to Bank settlements. | |||
[6] | 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. |
Segment Reporting (Details)
Segment Reporting (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting | |||
Net revenue from sales and services | R$ 246361 | R$ 997628 | R$ 989683 |
Cost of goods sold and services | (69,903) | (378,003) | (447,049) |
Operating income (expenses) | |||
General and administrative expenses | (84,898) | (406,352) | (276,427) |
Commercial expenses | (51,151) | (165,169) | (184,592) |
Other operating net income | 2,868 | 4,283 | 5,136 |
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) |
(Loss) / Profit before finance results and taxes | 40,994 | 27,372 | 82,454 |
Assets | 6,139,691 | 6,978,270 | 6,167,794 |
Current and non-current liabilities | 2,871,190 | 2,192,953 | 3,067,711 |
Content & EdTech Platform | |||
Segment Reporting | |||
Net revenue from sales and services | 236,479 | 908,406 | 882,259 |
Cost of goods sold and services | (64,701) | (301,882) | (359,730) |
Operating income (expenses) | |||
General and administrative expenses | (83,963) | (382,740) | (260,338) |
Commercial expenses | (49,346) | (152,659) | (181,681) |
Other operating net income | 2,868 | 5,136 | |
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) |
(Loss) / Profit before finance results and taxes | 39,054 | 46,110 | 81,349 |
Assets | 6,092,753 | 6,848,198 | 6,055,892 |
Current and non-current liabilities | 2,834,102 | 2,141,107 | 2,955,764 |
Digital Services Platform | |||
Segment Reporting | |||
Net revenue from sales and services | 9,882 | 89,222 | 107,424 |
Cost of goods sold and services | (5,202) | (76,121) | (87,319) |
Operating income (expenses) | |||
General and administrative expenses | (935) | (19,329) | (16,089) |
Commercial expenses | (1,805) | (12,510) | (2,911) |
Other operating net income | |||
Impairment losses on trade receivables | |||
(Loss) / Profit before finance results and taxes | 1,940 | (18,738) | 1,105 |
Assets | 46,938 | 130,072 | 111,902 |
Current and non-current liabilities | R$ 37088 | R$ 51847 | R$ 111947 |
Non-cash transactions (Details)
Non-cash transactions (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Non-cash transactions | |||||
Non-monetary transaction, additions of right use and finance lease | R$ 35925 | R$ 31177 | |||
Non-monetary transaction, disposals of contracts of right use and finance lease | (3,429) | [1] | (34,852) | [1] | |
Non-monetary transaction, deferred tax assets of IPO cost | R$ 13676 | [2] | R$ 83859 | ||
[1] | The cancelled contracts on December 31,2020 totaled R$ 3,429 (R$ 34,852 as of December 31,2019) and refer mainly to cancellation of lease agreements of the administrative properties leased by the Company. | ||||
[2] | Refers to the tax effect over temporary differences, specifically IPO costs capitalization recorded in the Somos Sistemas de Ensino S.A. (Company’s affiliate) being its effects on equity and counterparty on deferred tax assets financial statement line. Here is important to enhance that part of IPO costs, that included auditing, lawyer’s advisor, banks fees and other directly costs attributable to the IPO were paid by the Company. The Parent Company, Vasta Platform, does not accrued deferred tax assets. |
Subsequent events (Details)
Subsequent events (Details) R$ in Thousands | Apr. 01, 2021BRL (R$) | Mar. 02, 2021BRL (R$)item | Feb. 22, 2021BRL (R$) |
Business Acquisition | Eleva [Member] | Somos Sistemas [Member] | |||
Subsequent events | |||
Purchase consideration | R$ 580000 | ||
Period over which the purchase consideration to be divided in Installments (in years) | 5 years | ||
Percentage of positive variation of CDI index for adjustment in installments of purchase consideration | 100.00% | ||
Percentage of students to whom sale of learning systems and material will be sold under commercial agreement | 90.00% | ||
Period covered under commercial agreement (in years) | 10 years | ||
Commercial discount under commercial agreement | R$ 15000 | ||
Validity period of commercial discount under commercial agreement (in years) | 4 years | ||
Business Acquisition | SEL [Member] | Somos Sistemas [Member] | |||
Subsequent events | |||
Purchase consideration | R$ 65000 | ||
Period over which the purchase consideration to be divided in Installments (in years) | 4 years | ||
Percentage of positive variation of CDI index for adjustment in installments of purchase consideration | 100.00% | ||
Number of schools served | item | 441 | ||
Number of K-12 students served | item | 272,000 | ||
Number of post-secondary and continuing education segment students served | item | 503,000 | ||
Consideration paid in cash | R$ 28124 | ||
Purchase consideration in number of times of EBITDA | 7.6 | ||
Intercompany Loans settled [Member] | Cogna Educacao S.A. [Member] | |||
Subsequent events | |||
Interest rate basis | CDI+3.75% | ||
Adjustment to interest rate basis | 3.75% | ||
Payment of loan | R$ 20950 |
The Company and Basis of Pres_3
The Company and Basis of Presentation - Vasta Platform (Successor) (Details) - Cogna Group - Somos Group - BRL (R$) R$ in Thousands | Oct. 11, 2018 | Oct. 18, 2018 | |
The Company and Basis of Presentation | |||
Business Combination, Purchase Price, Amount | R$ 6300000 | ||
Business Combination, Cash transferred | 5,700,000 | ||
Business Combination, Consideration paid as deposit in restricted escrow account | 600,000 | ||
Business Combination, purchase price amount allocated to K-12 Business | R$ 3300000 | ||
Vasta Platform (Successor) | |||
The Company and Basis of Presentation | |||
Business Combination, Purchase Price, Amount | R$ 6300000 | ||
Business Combination, Cash transferred | 5,700,000 | ||
Business Combination, Consideration paid as deposit in restricted escrow account | 600,000 | ||
Business Combination, purchase price amount allocated to K-12 Business | [1] | R$ 3296000 | |
[1] | Refers to consideration paid for other businesses of Somos Educação S.A. that are not part of these combined carve-out financial statements. |
Preparation basis and present_4
Preparation basis and presentation of Combined Carve-out Financial Statements - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 18, 2018 | Oct. 11, 2018 | ||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||||||
Maximum Amount of losses indemnifiable by indemnification assets acquired | [1] | R$ 153714 | R$ 149600 | |||
Cogna Group | ||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||||||
Maximum Amount of losses indemnifiable by indemnification assets acquired | R$ 2003 | 5,476 | ||||
Cogna Group | Somos Group | ||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||||||
Total of Consideration paid for the Business (B) | R$ 3300000 | |||||
Vasta Platform (Successor) | ||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||||||
Maximum Amount of losses indemnifiable by indemnification assets acquired | [2] | R$ 149600 | 149,600 | |||
Vasta Platform (Successor) | Cogna Group | ||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||||||
Maximum Amount of losses indemnifiable by indemnification assets acquired | 6,681 | R$ 5476 | ||||
Vasta Platform (Successor) | Cogna Group | Somos Group | ||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||||||
Current assets | R$ 648600 | |||||
Cash and cash equivalents | 160,967 | |||||
Trade receivables | 140,991 | |||||
Inventories | [3] | 281,708 | ||||
Taxes recoverable | 34,508 | |||||
Prepayments | 27,400 | |||||
Other receivables | 3,026 | |||||
Non-current assets | 2,121,706 | |||||
Property, plant and equipment | 56,852 | |||||
Deferred tax assets | 84,187 | |||||
Judicial deposits and escrow accounts | [4] | 168,302 | ||||
Other receivables | 80 | |||||
Current liabilities | 879,381 | |||||
Bonds and financing | 311,030 | |||||
Suppliers | 414,095 | |||||
Taxes payable | 793 | |||||
Salaries and social contributions | 85,021 | |||||
Contract liabilities and deferred income | 57,355 | |||||
Other liabilities | 11,087 | |||||
Non-current liabilities | 1,881,188 | |||||
Bonds and financing | 1,322,270 | |||||
Accounts payable for business combination | 10,589 | |||||
Provision for risks of tax, civil and labor losses | [5] | 544,328 | ||||
Other liabilities | 4,001 | |||||
Net Assets (A) | 9,737 | |||||
Total of Consideration paid for the Business (B) | [6] | 3,296,000 | ||||
Goodwill (B - A) | [7] | 3,286,263 | ||||
Maximum Amount of losses indemnifiable by indemnification assets acquired | 149,600 | |||||
Contribution of revenue by acquiree after acquisition date | 210,882 | |||||
Contribution of profit by acquiree after acquisition date | 16,940,000 | |||||
Combined carve-out net revenue | 765,019 | |||||
Combined carve-out net loss | R$ 637070 | |||||
Vasta Platform (Successor) | Cogna Group | Somos Group | Trademarks [member] | ||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||||||
Intangible assets | [8] | R$ 614958 | ||||
Percentage of royalty rate considered for publishing companies for determining the fair value of intangible assets | 6.00% | |||||
Percentage of royalty rate considered for teaching systems for determining the fair value of intangible assets | 7.20% | |||||
Percentage of discount rate for determining the fair value of intangible assets | 13.00% | |||||
Vasta Platform (Successor) | Cogna Group | Somos Group | Customer portfolio | ||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||||||
Intangible assets | [9] | R$ 1109388 | ||||
Percentage of discount rate for determining the fair value of intangible assets | 13.50% | |||||
Percentage of additional risk premium over weighted average cost of capital considered for determining the fair value of intangible assets | 0.50% | |||||
Vasta Platform (Successor) | Cogna Group | Somos Group | Other intangible assets | ||||||
Preparation basis and presentation of Combined Carve-out Financial Statements | ||||||
Intangible assets | R$ 87939 | |||||
[1] | Refers to an indemnification asset from the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$153,714 (R$ 149,600 on December 31, 2019). See Note 20. This asset is indexed to CDI (Certificates of Interbank Deposits). | |||||
[2] | Refers to an indemnification asset from the seller in connection with the acquisition of Somos by Cogna Group and recognized at the date of the business combination disclosed at note 2, in order to indemnify the Business for any and all losses that may be incurred related to all contingencies or lawsuits events related to the Predecessor up to the maximum amount of R$149.6 million. At December 31, 2019, the Business and its Parent Entity signed an agreement to legally bind this indemnification. See note 19b. | |||||
[3] | Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. | |||||
[4] | Includes an indemnification asset from the seller in connection with the acquisition of Somos by Cogna Group, in order to indemnify the Business for any and all losses that may be incurred related to all contingencies or lawsuits events related to the Predecessor up to the maximum amount of R$149.6 million. | |||||
[5] | Provisions for contingent liabilities assumed by the Business were recognized when potential non-compliance with labor and civil legislation arising from past practices of Somos were identified. Thus, at acquisition date, the Business assessed whether there was a present obligation and if the fair value could be measured reliably. Fair value was estimated based on the evaluation of available evidence, including the advice of internal and external legal advisors. | |||||
[6] | Refers to consideration paid for other businesses of Somos Educação S.A. that are not part of these combined carve-out financial statements. | |||||
[7] | Goodwill is recognized based on expected synergies from combining the operations of the acquiree and the acquiror, as well as due to an expected increase in the Business’ market-share due to the penetration of the business products and services in regions where the Business did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Business (i.e. when the Business merges or spin off the businesses acquired) and therefore the tax and accounting basis of the net assets acquired are the same as of the acquisition date. In this regard, as the Business considers it will be entitled to the deductibility of the amortization or depreciation of the net assets acquired after the completion of the corporate restructuring referred to in note 1 above , no deferred income tax was recorded on this Business Combination, except for the portion of goodwill and fair value adjustments of prior business combinations carried out by the Predecessor Somos Anglo which does not have a tax basis (for tax purposes goodwill and fair value adjustments are comprised of two components being the first component goodwill and fair value adjustment of prior business combination and the second component being the acquisition of the predecessor by the successor). See note 19 a for a discussion related to a tax Infaction Notice received by the predecessor Somos Anglo. | |||||
[8] | Trademark-related intangible asset’s fair value was obtained based on: net revenue was estimated taking into account the contractual customer relationships existing on the acquisition date; royalty rates of 6% for publishing companies and 7.2% for teaching systems were used based in the market rates of companies with similar activities as the Business, which represents a market rate; at last, the discount rate (Weighted Averaged Cost of Capital (“WACC”)) used was 13% p.a. | |||||
[9] | The following assumptions were used to determine the contractual portfolio’s fair value: the same estimated revenue described in the previous item was considered, with an average contract termination period of three years and three months; A nominal discount rate of 13.5% p.a. was used, which is equivalent to the WACC, plus an additional risk premium, of 0.5%. |
New standards and interpretat_5
New standards and interpretations - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Jul. 23, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 |
Non-current assets | |||||
Property Plant and equipment | R$ 192006 | R$ 184961 | R$ 58306 | ||
Deferred Income Tax and Social Contribution | 88,546 | 57,340 | |||
Total | 5,378,026 | 5,400,618 | |||
Current assets | |||||
Lease liabilities | 18,263 | 7,101 | |||
Non-current liabilities | |||||
Lease liabilities | 154,840 | 146,613 | |||
Total | 173,103 | 153,714 | |||
Parent Company's Net Investment | R$ 3093748 | 3,100,083 | |||
Vasta Platform (Successor) | |||||
Non-current assets | |||||
Property Plant and equipment | 184,961 | 58,306 | R$ 57050 | ||
Deferred Income Tax and Social Contribution | 57,340 | 87,971 | |||
Total | 5,400,618 | 5,401,666 | |||
Current assets | |||||
Lease liabilities | 7,101 | ||||
Non-current liabilities | |||||
Lease liabilities | 146,613 | ||||
Total | 153,714 | ||||
Parent Company's Net Investment | R$ 3100083 | 3,268,501 | |||
IFRS 16- Leases | Vasta Platform (Successor) | |||||
New standards and interpretations not yet adopted | |||||
Weighted average discount rate of leased assets portfolio | 9.67% | ||||
Non-current assets | |||||
Property Plant and equipment | 208,617 | ||||
Deferred Income Tax and Social Contribution | 3,278 | ||||
Total | 211,895 | ||||
Current assets | |||||
Lease liabilities | 13,274 | ||||
Non-current liabilities | |||||
Lease liabilities | 140,598 | ||||
Total | 153,872 | ||||
Parent Company's Net Investment | 3,268,218 | ||||
IFRS 16- Leases | Vasta Platform (Successor) | Previously stated [member] | |||||
Non-current assets | |||||
Property Plant and equipment | 58,306 | ||||
Deferred Income Tax and Social Contribution | |||||
Total | 58,306 | ||||
Current assets | |||||
Lease liabilities | |||||
Non-current liabilities | |||||
Lease liabilities | |||||
Total | |||||
Parent Company's Net Investment | 3,268,501 | ||||
IFRS 16- Leases | Vasta Platform (Successor) | Opening Balance adjustments [Member] | |||||
Non-current assets | |||||
Property Plant and equipment | 150,311 | ||||
Deferred Income Tax and Social Contribution | 3,278 | ||||
Total | 153,589 | ||||
Current assets | |||||
Lease liabilities | 13,274 | ||||
Non-current liabilities | |||||
Lease liabilities | 140,598 | ||||
Total | 153,872 | ||||
Parent Company's Net Investment | R$ 283 |
New standards and interpretat_6
New standards and interpretations - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting impacts of the adoption of this new accounting standard on the combined carve-out statement of profit or loss and other comprehensive income | |||
Financial Expenses | R$ 15077 | R$ 16312 | |
Deferred income tax and social contribution | (4,730) | 25,404 | 29,607 |
Reconciliation of the operating lease commitments to lease liabilities | |||
Lease Liabilities | R$ 173103 | 153,714 | |
Vasta Platform (Successor) | |||
Accounting impacts of the adoption of this new accounting standard on the combined carve-out statement of profit or loss and other comprehensive income | |||
Financial Expenses | (16,312) | ||
Deferred income tax and social contribution | (4,730) | 29,607 | |
Reconciliation of the operating lease commitments to lease liabilities | |||
Lease Liabilities | 153,714 | ||
IFRS 16- Leases | Vasta Platform (Successor) | |||
Accounting impacts of the adoption of this new accounting standard on the combined carve-out statement of profit or loss and other comprehensive income | |||
Depreciation | 19,560 | ||
Financial Expenses | (16,312) | ||
Deferred income tax and social contribution | R$ 2167 | ||
Reconciliation of the operating lease commitments to lease liabilities | |||
Operating lease commitments according to IAS 17 | 239,144 | ||
Extension option reasonably certain to be exercised | 43,096 | ||
Short-term leases exemptions | (4,317) | ||
Discounted using the incremental borrowing rate | (124,051) | ||
Lease Liabilities | R$ 153872 |
Significant accounting polici_7
Significant accounting policies - Vasta Platform (Successor) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, buildings and leasehold improvements | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 5 years | |
Property, buildings and leasehold improvements | Minimum | Vasta Platform (Successor) | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 5 years | |
Property, buildings and leasehold improvements | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 20 years | |
Property, buildings and leasehold improvements | Maximum | Vasta Platform (Successor) | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 20 years | |
IT equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 3 years | |
IT equipment | Minimum | Vasta Platform (Successor) | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 3 years | |
IT equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 10 years | |
IT equipment | Maximum | Vasta Platform (Successor) | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 10 years | |
Furniture, equipment and fittings | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 3 years | |
Furniture, equipment and fittings | Minimum | Vasta Platform (Successor) | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 3 years | |
Furniture, equipment and fittings | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 10 years | |
Furniture, equipment and fittings | Maximum | Vasta Platform (Successor) | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 10 years | |
Land (for finance leasings) | Vasta Platform (Successor) | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 10 years |
Significant accounting polici_8
Significant accounting policies - Vasta Platform (Successor) (Details 2) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Software | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 5 years | |
Software | Maximum | Vasta Platform (Successor) | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 5 years | |
Trademarks [member] | Minimum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 20 years | |
Trademarks [member] | Minimum | Vasta Platform (Successor) | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 20 years | |
Trademarks [member] | Maximum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 30 years | |
Trademarks [member] | Maximum | Vasta Platform (Successor) | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 30 years | |
Customer portfolio | Minimum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 12 years | |
Customer portfolio | Minimum | Vasta Platform (Successor) | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 12 years | |
Customer portfolio | Maximum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 30 years | |
Customer portfolio | Maximum | Vasta Platform (Successor) | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 13 years | |
Copyrights | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 3 years | |
Copyrights | Vasta Platform (Successor) | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 3 years |
Significant accounting polici_9
Significant accounting policies - Vasta Platform (Successor) (Details 3) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of Summary of Significant Accounting Policies [Line Items] | ||
Nominal statutory rates for calculating IRPJ (as a percent) | 25.00% | |
Nominal statutory rates for calculating CSLL (as a percent) | 9.00% | |
Minimum Period of contract for sale of textbooks and learning systems (in years) | 3 years | |
Maximum Period of contract for sale of textbooks and learning systems (in years) | 5 years | |
Nominal statutory rate on service revenues (as a percent) | 9.25% | |
Municipal service tax, statutory rate (as a percent) | 5.00% | |
Vasta Platform (Successor) | ||
Disclosure of Summary of Significant Accounting Policies [Line Items] | ||
Nominal statutory rates for calculating IRPJ (as a percent) | 25.00% | |
Nominal statutory rates for calculating CSLL (as a percent) | 9.00% | |
Minimum Period of contract for sale of textbooks and learning systems (in years) | 3 years | |
Maximum Period of contract for sale of textbooks and learning systems (in years) | 5 years | |
Nominal statutory rate on service revenues (as a percent) | 9.25% | |
Municipal service tax, statutory rate (as a percent) | 5.00% |
Financial Risk Management - V_3
Financial Risk Management - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 793341 | |||
Accounts Payable for Business Combination | 48,055 | R$ 10941 | R$ 10708 | |
Market risk - cash flow interest rate risk | ||||
Market risk - cash flow interest rate risk | ||||
Accounts Payable for Business Combination | 48,055 | 10,941 | ||
Total | R$ 1035383 | 1,834,794 | ||
Market risk - cash flow interest rate risk | IPCA | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | IPCA | |||
Market risk - cash flow interest rate risk | 100% CDI | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 100.00% | |||
Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 1 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 100892 | 101,802 | ||
Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 1 | CDI + 1.15% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.15% | |||
Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 2 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 102868 | 101,765 | ||
Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 2 | CDI + 1.00% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.00% | |||
Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 1 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | 305,368 | |||
Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 1 | CDI + 0.90% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 0.90% | |||
Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 2 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 206733 | 204,047 | ||
Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 2 | CDI + 1.70% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.70% | |||
Vasta Platform (Successor) | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | 1,640,947 | |||
Accounts Payable for Business Combination | 10,941 | 10,708 | R$ 10589 | |
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | ||||
Market risk - cash flow interest rate risk | ||||
Financing and Lease Liabilities | 153,714 | 19,911 | ||
Accounts Payable for Business Combination | 10,941 | 10,708 | ||
Total | R$ 1805602 | 1,669,175 | ||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | IPCA | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | IPCA | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | 100% CDI | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 100.00% | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 4th Issuance - serie 1 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | 613,001 | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 4th Issuance - serie 1 | CDI + 0.90% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 0.90% | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 4th Issuance - serie 2 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | 204,334 | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 4th Issuance - serie 2 | CDI + 1.70% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.70% | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 1 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 101802 | 821,221 | ||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 1 | CDI + 1.15% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.15% | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 2 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 101765 | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 5th Issuance - serie 2 | CDI + 1.00% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.00% | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 1 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 305368 | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 1 | CDI + 0.90% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 0.90% | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 2 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 204047 | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance - serie 2 | CDI + 1.70% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.70% | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 7th Issuance | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 814086 | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 7th Issuance | CDI + 1.15% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.15% | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 8th Issuance | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 113879 | |||
Vasta Platform (Successor) | Market risk - cash flow interest rate risk | Private Bonds – 8th Issuance | CDI + 1.00% p.a. | ||||
Market risk - cash flow interest rate risk | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.00% |
Financial Risk Management - V_4
Financial Risk Management - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | R$ 793341 | |||
Lease Liabilities | 173,103 | R$ 153714 | ||
Accounts Payable for business combination | 48,055 | 10,941 | 10,708 | |
Suppliers | 168,941 | |||
Reverse Factoring | 110,513 | 302,104 | ||
Other liabilities - related parties | 135,307 | |||
Loans from related parties | 20,884 | |||
Financial liabilities by maturity ranges | 1,450,144 | |||
Working capital | 503,984 | 326,550 | ||
Undiscounted contractual amounts | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 821,449 | |||
Lease Liabilities | 178,538 | |||
Accounts Payable for business combination | 49,758 | |||
Suppliers | 168,941 | |||
Reverse Factoring | 117,796 | |||
Other liabilities - related parties | 135,307 | |||
Loans from related parties | 21,667 | |||
Financial liabilities by maturity ranges | 1,493,457 | |||
Not later than one year [member] | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 502,882 | |||
Lease Liabilities | 18,263 | |||
Accounts Payable for business combination | 17,132 | |||
Suppliers | 168,941 | |||
Reverse Factoring | 110,513 | |||
Other liabilities - related parties | 135,307 | |||
Loans from related parties | 20,884 | |||
Financial liabilities by maturity ranges | 973,922 | |||
Not later than one year [member] | Undiscounted contractual amounts | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 520,699 | |||
Lease Liabilities | 18,836 | |||
Accounts Payable for business combination | 17,739 | |||
Suppliers | 168,941 | |||
Reverse Factoring | 117,796 | |||
Other liabilities - related parties | 135,307 | |||
Loans from related parties | 21,667 | |||
Financial liabilities by maturity ranges | 1,000,986 | |||
Later than one year and not later than two years [member] | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 290,459 | |||
Lease Liabilities | 30,968 | |||
Accounts Payable for business combination | 13,811 | |||
Suppliers | ||||
Reverse Factoring | ||||
Other liabilities - related parties | ||||
Loans from related parties | ||||
Financial liabilities by maturity ranges | 335,238 | |||
Later than one year and not later than two years [member] | Undiscounted contractual amounts | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 300,750 | |||
Lease Liabilities | 31,940 | |||
Accounts Payable for business combination | 14,300 | |||
Suppliers | ||||
Reverse Factoring | ||||
Other liabilities - related parties | ||||
Loans from related parties | ||||
Financial liabilities by maturity ranges | 346,991 | |||
Over two years | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | ||||
Lease Liabilities | 123,872 | |||
Accounts Payable for business combination | 17,112 | |||
Suppliers | ||||
Reverse Factoring | ||||
Other liabilities - related parties | ||||
Loans from related parties | ||||
Financial liabilities by maturity ranges | 140,984 | |||
Over two years | Undiscounted contractual amounts | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | ||||
Lease Liabilities | 127,762 | |||
Accounts Payable for business combination | 17,718 | |||
Suppliers | ||||
Reverse Factoring | ||||
Other liabilities - related parties | ||||
Loans from related parties | ||||
Financial liabilities by maturity ranges | R$ 145480 | |||
Vasta Platform (Successor) | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 1,640,947 | |||
Lease Liabilities | 153,714 | |||
Accounts Payable for business combination | 10,941 | 10,708 | R$ 10589 | |
Suppliers | 128,728 | |||
Reverse Factoring | 94,930 | |||
Suppliers - related Parties | 207,174 | |||
Other liabilities - related parties | 49,244 | |||
Loans from related parties | 29,192 | |||
Financial liabilities by maturity ranges | 2,314,870 | |||
Working capital | 326,550 | R$ 236643 | ||
Vasta Platform (Successor) | Undiscounted contractual amounts | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 1,738,746 | |||
Lease Liabilities | 159,248 | |||
Accounts Payable for business combination | 11,593 | |||
Suppliers | 128,728 | |||
Reverse Factoring | 101,186 | |||
Suppliers - related Parties | 222,090 | |||
Other liabilities - related parties | 49,244 | |||
Loans from related parties | 29,192 | |||
Financial liabilities by maturity ranges | 2,440,027 | |||
Vasta Platform (Successor) | Not later than one year [member] | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 440,947 | |||
Lease Liabilities | 7,101 | |||
Accounts Payable for business combination | 1,772 | |||
Suppliers | 128,728 | |||
Reverse Factoring | 94,930 | |||
Suppliers - related Parties | 207,174 | |||
Other liabilities - related parties | 49,244 | |||
Loans from related parties | 29,192 | |||
Financial liabilities by maturity ranges | 959,088 | |||
Vasta Platform (Successor) | Not later than one year [member] | Undiscounted contractual amounts | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 467,227 | |||
Lease Liabilities | 7,357 | |||
Accounts Payable for business combination | 1,878 | |||
Suppliers | 128,728 | |||
Reverse Factoring | 101,186 | |||
Suppliers - related Parties | 222,090 | |||
Other liabilities - related parties | 49,244 | |||
Loans from related parties | 29,192 | |||
Financial liabilities by maturity ranges | 1,006,901 | |||
Vasta Platform (Successor) | Later than one year and not later than two years [member] | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 1,200,000 | |||
Lease Liabilities | 29,323 | |||
Accounts Payable for business combination | 1,030 | |||
Suppliers | ||||
Reverse Factoring | ||||
Suppliers - related Parties | ||||
Other liabilities - related parties | ||||
Loans from related parties | ||||
Financial liabilities by maturity ranges | 1,230,353 | |||
Vasta Platform (Successor) | Later than one year and not later than two years [member] | Undiscounted contractual amounts | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | 1,271,519 | |||
Lease Liabilities | 30,379 | |||
Accounts Payable for business combination | 1,091 | |||
Suppliers | ||||
Reverse Factoring | ||||
Suppliers - related Parties | ||||
Other liabilities - related parties | ||||
Loans from related parties | ||||
Financial liabilities by maturity ranges | 1,302,989 | |||
Vasta Platform (Successor) | Over two years | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | ||||
Lease Liabilities | 117,290 | |||
Accounts Payable for business combination | 8,139 | |||
Suppliers | ||||
Reverse Factoring | ||||
Suppliers - related Parties | ||||
Other liabilities - related parties | ||||
Loans from related parties | ||||
Financial liabilities by maturity ranges | 125,429 | |||
Vasta Platform (Successor) | Over two years | Undiscounted contractual amounts | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Bonds | ||||
Lease Liabilities | 121,512 | |||
Accounts Payable for business combination | 8,624 | |||
Suppliers | ||||
Reverse Factoring | ||||
Suppliers - related Parties | ||||
Other liabilities - related parties | ||||
Loans from related parties | ||||
Financial liabilities by maturity ranges | R$ 130137 |
Financial Risk Management - V_5
Financial Risk Management - Vasta Platform (Successor) (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Sensitivity analysis | ||||
Accounts Payable for Business Combination | R$ 48055 | R$ 10941 | R$ 10708 | |
Bonds | (793,341) | |||
Total | (1,450,144) | |||
Probable scenario over a 12-month horizon | ||||
Sensitivity analysis | ||||
Financial Assets | 791,249 | |||
Accounts Payable for Business Combination | (48,055) | |||
Bonds | (793,341) | |||
Total | (862,280) | |||
Net exposure | R$ 71031 | |||
Interest Rate -% p.a | ||||
Percentage of deterioration of the projected rates | ||||
Probable scenario over a 12-month horizon | 101.7% of CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 101.70% | |||
Probable scenario over a 12-month horizon | 100% CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 100.00% | |||
Probable scenario over a 12-month horizon | CDI + 1.15% | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.15% | |||
Probable scenario over a 12-month horizon | Base Scenario | ||||
Sensitivity analysis | ||||
Potential gain (loss) | R$ 22192 | |||
Potential gain (loss) | (1,325) | |||
Potential gain (loss) | (31,002) | |||
Potential gain (loss) | (33,648) | |||
Potential gain (loss) | R$ 11456 | |||
Interest Rate -% p.a | 2.76% | |||
Percentage of deterioration of the projected rates | ||||
Probable scenario over a 12-month horizon | Scenario I | ||||
Sensitivity analysis | ||||
Potential gain (loss) | R$ 27740 | |||
Potential gain (loss) | (1,657) | |||
Potential gain (loss) | (36,472) | |||
Potential gain (loss) | (39,594) | |||
Potential gain (loss) | R$ 11854 | |||
Interest Rate -% p.a | 3.45% | |||
Percentage of deterioration of the projected rates | 25.00% | |||
Probable scenario over a 12-month horizon | Scenario II | ||||
Sensitivity analysis | ||||
Potential gain (loss) | R$ 33288 | |||
Potential gain (loss) | (1,988) | |||
Potential gain (loss) | (41,942) | |||
Potential gain (loss) | (45,539) | |||
Potential gain (loss) | R$ 12251 | |||
Interest Rate -% p.a | 4.14% | |||
Percentage of deterioration of the projected rates | 50.00% | |||
Vasta Platform (Successor) | ||||
Sensitivity analysis | ||||
Accounts Payable for Business Combination | (10,941) | R$ 10708 | R$ 10589 | |
Bonds | (1,640,947) | |||
Total | (2,314,870) | |||
Vasta Platform (Successor) | Probable scenario over a 12-month horizon | ||||
Sensitivity analysis | ||||
Financial Assets | 42,539 | |||
Accounts Payable for Business Combination | (10,941) | |||
Bonds | (1,640,947) | |||
Total | (1,651,888) | |||
Net exposure | R$ 1609349 | |||
Interest Rate -% p.a | 5.96% | |||
Vasta Platform (Successor) | Probable scenario over a 12-month horizon | 101.7% of CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 101.70% | |||
Vasta Platform (Successor) | Probable scenario over a 12-month horizon | 100% CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 100.00% | |||
Vasta Platform (Successor) | Probable scenario over a 12-month horizon | CDI + 1.15% | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.15% | |||
Vasta Platform (Successor) | Probable scenario over a 12-month horizon | Base Scenario | ||||
Sensitivity analysis | ||||
Potential gain (loss) | R$ 2578 | |||
Potential gain (loss) | (652) | |||
Potential gain (loss) | (116,670) | |||
Potential gain (loss) | (117,322) | |||
Potential gain (loss) | (114,744) | |||
Vasta Platform (Successor) | Probable scenario over a 12-month horizon | Scenario I | ||||
Sensitivity analysis | ||||
Potential gain (loss) | 3,223 | |||
Potential gain (loss) | (815) | |||
Potential gain (loss) | (145,837) | |||
Potential gain (loss) | (146,652) | |||
Potential gain (loss) | R$ 143429 | |||
Percentage of deterioration of the projected rates | 25.00% | |||
Vasta Platform (Successor) | Probable scenario over a 12-month horizon | Scenario II | ||||
Sensitivity analysis | ||||
Potential gain (loss) | R$ 3868 | |||
Potential gain (loss) | (978) | |||
Potential gain (loss) | (175,005) | |||
Potential gain (loss) | (175,983) | |||
Potential gain (loss) | R$ 172115 | |||
Percentage of deterioration of the projected rates | 50.00% |
Financial Instruments by Cate_8
Financial Instruments by Category - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 | Oct. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Assets - Amortized cost | ||||||||
Cash and cash equivalents | R$ 311156 | R$ 43287 | R$ 102231 | R$ 160967 | ||||
Trade receivables | 492,234 | 388,847 | ||||||
Other receivables | 124 | 1,735 | ||||||
Related parties - other receivables | 2,070 | 38,141 | ||||||
Liabilities - Amortized cost | ||||||||
Bonds and financing | 793,341 | 1,640,947 | 1,658,467 | |||||
Lease Liabilities | 173,103 | 153,714 | ||||||
Reverse factoring | [1] | 110,513 | 94,930 | |||||
Suppliers - related parties | 207,174 | |||||||
Accounts Payable for business combination | 48,055 | 10,941 | 10,708 | |||||
Other liabilities - related parties | 135,307 | 49,244 | ||||||
Loans from related parties | 20,884 | 29,192 | ||||||
Vasta Platform (Successor) | ||||||||
Assets - Amortized cost | ||||||||
Cash and cash equivalents | 43,287 | 102,231 | R$ 160967 | |||||
Trade receivables | 388,847 | 319,758 | ||||||
Other receivables | 1,735 | 9,325 | ||||||
Related parties - other receivables | 38,141 | |||||||
Liabilities - Amortized cost | ||||||||
Bonds and financing | 1,640,947 | 1,658,467 | R$ 1633300 | |||||
Lease Liabilities | 153,714 | |||||||
Reverse factoring | 94,930 | 113,002 | ||||||
Suppliers - related parties | 207,174 | 230,816 | ||||||
Accounts Payable for business combination | 10,941 | 10,708 | R$ 10589 | |||||
Other liabilities - related parties | 49,244 | |||||||
Loans from related parties | 29,192 | |||||||
Liabilities - Amortized cost [member] | ||||||||
Liabilities - Amortized cost | ||||||||
Liabilities - Amortized cost | 1,281,203 | 2,184,501 | ||||||
Liabilities - Amortized cost [member] | Vasta Platform (Successor) | ||||||||
Liabilities - Amortized cost | ||||||||
Liabilities - Amortized cost | 2,186,142 | 2,012,993 | ||||||
Liabilities - Amortized cost [member] | Fair Value Hierarchy 2 [member] | ||||||||
Liabilities - Amortized cost | ||||||||
Bonds and financing | 793,341 | 1,640,947 | ||||||
Lease Liabilities | 173,103 | 153,714 | ||||||
Reverse factoring | 110,513 | 94,930 | ||||||
Suppliers - related parties | 207,174 | |||||||
Accounts Payable for business combination | 48,055 | 10,941 | ||||||
Other liabilities - related parties | 135,307 | 47,603 | ||||||
Loans from related parties | 20,884 | 29,192 | ||||||
Liabilities - Amortized cost [member] | Fair Value Hierarchy 2 [member] | Vasta Platform (Successor) | ||||||||
Liabilities - Amortized cost | ||||||||
Bonds and financing | 1,640,947 | 1,638,556 | ||||||
Lease Liabilities | 153,714 | 19,911 | ||||||
Reverse factoring | 94,930 | 113,002 | ||||||
Suppliers - related parties | 207,174 | 230,816 | ||||||
Accounts Payable for business combination | 10,941 | 10,708 | ||||||
Other liabilities - related parties | 49,244 | |||||||
Loans from related parties | 29,192 | |||||||
Assets - Amortized cost [member] | ||||||||
Assets - Amortized cost | ||||||||
Assets - Amortized cost | 1,296,686 | 473,815 | ||||||
Assets - Amortized cost [member] | Vasta Platform (Successor) | ||||||||
Assets - Amortized cost | ||||||||
Assets - Amortized cost | 472,010 | 431,315 | ||||||
Assets - Amortized cost [member] | Fair Value Hierarchy 1 [member] | ||||||||
Assets - Amortized cost | ||||||||
Cash and cash equivalents | 311,156 | 43,287 | ||||||
Assets - Amortized cost [member] | Fair Value Hierarchy 1 [member] | Vasta Platform (Successor) | ||||||||
Assets - Amortized cost | ||||||||
Cash and cash equivalents | 43,287 | 102,231 | ||||||
Assets - Amortized cost [member] | Fair Value Hierarchy 2 [member] | ||||||||
Assets - Amortized cost | ||||||||
Trade receivables | 492,234 | 388,847 | ||||||
Other receivables | 124 | 1,735 | ||||||
Related parties - other receivables | R$ 2070 | 39,946 | ||||||
Assets - Amortized cost [member] | Fair Value Hierarchy 2 [member] | Vasta Platform (Successor) | ||||||||
Assets - Amortized cost | ||||||||
Trade receivables | 388,847 | 319,758 | ||||||
Other receivables | 1,735 | 9,326 | ||||||
Related parties - other receivables | R$ 38141 | |||||||
[1] | 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. |
Cash and cash equivalents - V_3
Cash and cash equivalents - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2018 | |
Cash and cash equivalents | |||||
Cash | R$ 13 | R$ 32 | |||
Bank account | 10,996 | 716 | |||
Financial investments | [1] | 300,147 | 42,539 | ||
Cash and cash equivalents | R$ 311156 | R$ 43287 | R$ 102231 | R$ 160967 | |
Average gross yield of deposits | 101.70% | 101.68% | |||
Vasta Platform (Successor) | |||||
Cash and cash equivalents | |||||
Cash | R$ 33 | 36 | |||
Bank account | 716 | 1,516 | |||
Financial investments | [2] | 42,539 | 100,679 | ||
Cash and cash equivalents | R$ 43287 | R$ 102231 | R$ 160967 | ||
Average gross yield of deposits | 101.68% | 99.89% | |||
[1] | The Company invests in a 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 101.7% of the annual CDI rate on December 31, 2020 (101.68% on December 31, 2019). All investments are highly liquid investments that are readily convertible to known amounts ofcashand which are subject to an insignificant risk of changes in value, and correspond to the cash obligations for the period. | ||||
[2] | The Business invests in a fixed income investment fund with short-term and with daily liquidity and not material risk of change in value. Financial investments presented an average gross yield of 101.68% of the annual CDI rate on December 31, 2019 (99,89% on December 31, 2018). |
Trade receivables - Vasta Pla_3
Trade receivables - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 |
Composition of Trade Receivables [LineItems] | ||||
Trade receivables | R$ 501498 | R$ 394309 | ||
Related Parties | 22,791 | 17,062 | ||
Impairment losses on trade receivables | (32,055) | (22,524) | R$ 19397 | R$ 26616 |
Total | R$ 492234 | 388,847 | ||
Vasta Platform (Successor) | ||||
Composition of Trade Receivables [LineItems] | ||||
Trade receivables | 394,309 | 335,354 | ||
Related Parties | 17,062 | 3,801 | ||
Impairment losses on trade receivables | (22,524) | (19,397) | R$ 26616 | |
Total | R$ 388847 | R$ 319758 |
Trade receivables - Vasta Pla_4
Trade receivables - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 |
Maturities of trade receivables | ||||
Total past due | R$ 74007 | R$ 57192 | ||
Customers in bankruptcy | 2,164 | 5,046 | ||
Related Parties | 22,791 | 17,062 | ||
Provision for impairment of trade receivables | (32,055) | (22,524) | R$ 19397 | R$ 26616 |
Total | 492,234 | 388,847 | ||
Not yet due | ||||
Maturities of trade receivables | ||||
Total past due | 425,327 | 332,071 | ||
Up to 30 days | ||||
Maturities of trade receivables | ||||
Total past due | 8,456 | 10,403 | ||
From 31 to 60 days | ||||
Maturities of trade receivables | ||||
Total past due | 10,931 | 7,505 | ||
From 61 to 90 days | ||||
Maturities of trade receivables | ||||
Total past due | 8,764 | 6,071 | ||
From 91 to 180 days | ||||
Maturities of trade receivables | ||||
Total past due | 15,539 | 9,506 | ||
From 181 to 360 days | ||||
Maturities of trade receivables | ||||
Total past due | 18,038 | 16,813 | ||
Over 360 days | ||||
Maturities of trade receivables | ||||
Total past due | R$ 12279 | 6,894 | ||
Vasta Platform (Successor) | ||||
Maturities of trade receivables | ||||
Total past due | 57,192 | 27,034 | ||
Customers in bankruptcy | 5,046 | 5,710 | ||
Related Parties | 17,062 | 3,801 | ||
Provision for impairment of trade receivables | (22,524) | (19,397) | R$ 26616 | |
Total | 388,847 | 319,758 | ||
Vasta Platform (Successor) | Not yet due | ||||
Maturities of trade receivables | ||||
Total past due | 332,071 | 302,610 | ||
Vasta Platform (Successor) | Up to 30 days | ||||
Maturities of trade receivables | ||||
Total past due | 10,403 | 4,407 | ||
Vasta Platform (Successor) | From 31 to 60 days | ||||
Maturities of trade receivables | ||||
Total past due | 7,505 | 5,193 | ||
Vasta Platform (Successor) | From 61 to 90 days | ||||
Maturities of trade receivables | ||||
Total past due | 6,071 | 5,136 | ||
Vasta Platform (Successor) | From 91 to 180 days | ||||
Maturities of trade receivables | ||||
Total past due | 9,506 | 4,716 | ||
Vasta Platform (Successor) | From 181 to 360 days | ||||
Maturities of trade receivables | ||||
Total past due | 16,813 | 4,649 | ||
Vasta Platform (Successor) | Over 360 days | ||||
Maturities of trade receivables | ||||
Total past due | R$ 6894 | R$ 2933 |
Trade receivables - Vasta Pla_5
Trade receivables - Vasta Platform (Successor) (Details 3) R$ in Thousands | Dec. 31, 2020BRL (R$)item | Dec. 31, 2019BRL (R$)item | Dec. 31, 2018BRL (R$)item | Oct. 11, 2018BRL (R$) |
Expected credit losses for aging | ||||
Lifetime ECL | R$ 29891 | R$ 17478 | ||
Customers in bankruptcy | R$ 2164 | R$ 5046 | ||
Percentage of impairment losses on trade receivables recorded for the customers who went bankrupt | 100.00% | 100.00% | ||
Impairment losses on trade receivables | R$ 32055 | R$ 22524 | R$ 19397 | R$ 26616 |
Number of customers that went bankrupt | item | 3 | 3 | ||
Not yet due | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 0.10% | 0.67% | ||
Lifetime ECL | R$ 432 | R$ 2267 | ||
Up to 30 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 6.19% | 1.81% | ||
Lifetime ECL | R$ 523 | R$ 188 | ||
From 31 to 60 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 12.92% | 3.12% | ||
Lifetime ECL | R$ 1413 | R$ 234 | ||
From 61 to 90 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 20.64% | 5.04% | ||
Lifetime ECL | R$ 1809 | R$ 306 | ||
From 91 to 180 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 43.66% | 11.10% | ||
Lifetime ECL | R$ 6785 | R$ 1056 | ||
From 181 to 360 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 51.67% | 45.37% | ||
Lifetime ECL | R$ 9320 | R$ 7628 | ||
Over 360 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 78.26% | 84.13% | ||
Lifetime ECL | R$ 9609 | R$ 5799 | ||
Vasta Platform (Successor) | ||||
Expected credit losses for aging | ||||
Lifetime ECL | 17,478 | 13,687 | ||
Customers in bankruptcy | R$ 5046 | 5,710 | ||
Percentage of impairment losses on trade receivables recorded for the customers who went bankrupt | 100.00% | |||
Impairment losses on trade receivables | R$ 22524 | R$ 19397 | R$ 26616 | |
Number of customers that went bankrupt | item | 3 | 3 | ||
Vasta Platform (Successor) | Not yet due | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 0.67% | 0.96% | ||
Lifetime ECL | R$ 2267 | R$ 2932 | ||
Vasta Platform (Successor) | Up to 30 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 1.81% | 8.85% | ||
Lifetime ECL | R$ 188 | R$ 390 | ||
Vasta Platform (Successor) | From 31 to 60 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 3.12% | 17.89% | ||
Lifetime ECL | R$ 234 | R$ 929 | ||
Vasta Platform (Successor) | From 61 to 90 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 5.04% | 23.56% | ||
Lifetime ECL | R$ 306 | R$ 1210 | ||
Vasta Platform (Successor) | From 91 to 180 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 11.10% | 40.18% | ||
Lifetime ECL | R$ 1055 | R$ 1895 | ||
Vasta Platform (Successor) | From 181 to 360 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 45.37% | 74.90% | ||
Lifetime ECL | R$ 7628 | R$ 3482 | ||
Vasta Platform (Successor) | Over 360 days | ||||
Expected credit losses for aging | ||||
Expected credit loss rate (%) | 84.13% | 97.14% | ||
Lifetime ECL | R$ 5799 | R$ 2849 |
Trade receivables - Vasta Pla_6
Trade receivables - Vasta Platform (Successor) (Details 4) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes Provision for Impairment of Trade Receivables [Line Items] | ||||
Opening balance | R$ 26616 | R$ 22524 | R$ 19397 | |
Additions | R$ 5932 | 29,870 | 6,936 | |
Reversals | (3,649) | (4,855) | (1,975) | |
Write-off against trade receivables | (9,502) | (15,484) | (1,834) | |
Closing balance | 19,397 | 19,397 | 32,055 | 22,524 |
Vasta Platform (Successor) | ||||
Changes Provision for Impairment of Trade Receivables [Line Items] | ||||
Opening balance | 26,616 | R$ 22524 | 19,397 | |
Additions | 366 | 6,936 | ||
Clients in bankruptcy | 5,566 | (664) | ||
Reversals | (3,649) | (1,975) | ||
Write-off against trade receivables | (9,501) | (1,170) | ||
Closing balance | R$ 19397 | R$ 19397 | R$ 22524 |
Inventories - Vasta Platform _3
Inventories - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Inventories | ||||
Finished products | [1] | R$ 168328 | R$ 145006 | |
Work in process | 52,322 | 34,502 | ||
Raw materials | 20,485 | 31,033 | ||
Imports in progress | 2,642 | 1,143 | ||
Right to returned goods | [2] | 5,855 | 10,552 | |
Inventories | R$ 249632 | 222,236 | ||
Vasta Platform (Successor) | ||||
Inventories | ||||
Finished products | 145,006 | R$ 140746 | ||
Work in process | 34,502 | 26,953 | ||
Raw materials | 31,033 | 79,720 | ||
Imports in progress | 1,143 | 850 | ||
Right to returned goods | [3] | 10,552 | 13,913 | |
Inventories | R$ 222236 | R$ 262182 | ||
[1] | That amounts are net of slow-moving items and net realizable value. | |||
[2] | Represents the Company’s right to recover products from customers where 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. The right to returned goods provision has been reducing due to changes in the commercial approach alongside with main distributors that allows the Company to be more assertive on sales, even in times of COVID- 19, even though sales returns as of December 31, 2020 increased against 2019. See Note 24. | |||
[3] | Represents the Business’ right to recover products from customers where customers exercise their right of return under the Business’ returns policies. |
Inventories - Vasta Platform _4
Inventories - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Inventories | |||||
Opening balance | R$ 75508 | R$ 69080 | R$ 72410 | ||
Additions | R$ 66 | 8,783 | 9,331 | ||
(Reversals) | (3,164) | (4,726) | (2,500) | ||
Inventory losses | [1] | (10,927) | (10,161) | ||
Closing balance | 72,410 | 72,410 | 62,210 | 69,080 | |
Vasta Platform (Successor) | |||||
Inventories | |||||
Opening balance | 75,508 | R$ 69080 | 72,410 | ||
Additions | 66 | 9,331 | |||
(Reversals) | (3,164) | (2,500) | |||
Inventory losses | (10,161) | ||||
Closing balance | R$ 72410 | R$ 72410 | R$ 69080 | ||
[1] | In each year, the Company adjusts inventory based on physical inventory counts conducted in the last quarter of each year. |
Property, Plant and Equipment_7
Property, Plant and Equipment - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 | |
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 192006 | R$ 184961 | R$ 58306 | |
IT equipment [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 1479 | 2,486 | 3,213 | |
IT equipment [member] | Bottom of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 10.00% | |||
IT equipment [member] | Top of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 33.00% | |||
Furniture, equipment and fittings [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 9908 | 12,366 | 15,010 | |
Furniture, equipment and fittings [member] | Bottom of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 10.00% | |||
Furniture, equipment and fittings [member] | Top of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 33.00% | |||
Property, buildings and improvements [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 19978 | 19,682 | 20,177 | |
Property, buildings and improvements [member] | Bottom of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 5.00% | |||
Property, buildings and improvements [member] | Top of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 20.00% | |||
In progress [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 315 | 4,538 | ||
Right of use assets [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 159873 | 145,436 | ||
Weighted average depreciation rate | 12.00% | |||
Land [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 453 | 453 | 19,906 | |
Weighted average depreciation rate | 10.00% | |||
Gross carrying amount [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 357431 | 323,152 | ||
Gross carrying amount [member] | IT equipment [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 27,036 | 26,244 | ||
Gross carrying amount [member] | Furniture, equipment and fittings [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 36,314 | 36,268 | ||
Gross carrying amount [member] | Property, buildings and improvements [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 51,407 | 46,420 | ||
Gross carrying amount [member] | In progress [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 315 | 4,538 | ||
Gross carrying amount [member] | Right of use assets [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 241,906 | 209,229 | ||
Gross carrying amount [member] | Land [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 453 | 453 | ||
Accumulated depreciation and amortisation [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (165,425) | (138,191) | ||
Accumulated depreciation and amortisation [member] | IT equipment [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (25,557) | (23,758) | ||
Accumulated depreciation and amortisation [member] | Furniture, equipment and fittings [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (26,406) | (23,902) | ||
Accumulated depreciation and amortisation [member] | Property, buildings and improvements [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (31,429) | (26,738) | ||
Accumulated depreciation and amortisation [member] | In progress [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | ||||
Accumulated depreciation and amortisation [member] | Right of use assets [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (82,033) | (63,793) | ||
Accumulated depreciation and amortisation [member] | Land [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | ||||
Vasta Platform (Successor) | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 184,961 | 58,306 | R$ 57050 | |
Vasta Platform (Successor) | IT equipment [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 2486 | 3,213 | 2,137 | |
Vasta Platform (Successor) | IT equipment [member] | Bottom of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 10.00% | |||
Vasta Platform (Successor) | IT equipment [member] | Top of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 33.00% | |||
Vasta Platform (Successor) | Furniture, equipment and fittings [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 12366 | 15,010 | 7,093 | |
Vasta Platform (Successor) | Furniture, equipment and fittings [member] | Bottom of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 10.00% | |||
Vasta Platform (Successor) | Furniture, equipment and fittings [member] | Top of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 33.00% | |||
Vasta Platform (Successor) | Property, buildings and improvements [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 19682 | 20,177 | 16,752 | |
Vasta Platform (Successor) | Property, buildings and improvements [member] | Bottom of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 5.00% | |||
Vasta Platform (Successor) | Property, buildings and improvements [member] | Top of range [member] | ||||
Property, Plant and Equipment | ||||
Weighted average depreciation rate | 20.00% | |||
Vasta Platform (Successor) | In progress [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 4539 | 9,760 | ||
Vasta Platform (Successor) | Right of use assets [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 145436 | |||
Weighted average depreciation rate | 20.00% | |||
Vasta Platform (Successor) | Land [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 453 | 19,906 | R$ 21308 | |
Weighted average depreciation rate | 10.00% | |||
Vasta Platform (Successor) | Gross carrying amount [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 337203 | 126,262 | ||
Vasta Platform (Successor) | Gross carrying amount [member] | IT equipment [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 26,244 | 24,976 | ||
Vasta Platform (Successor) | Gross carrying amount [member] | Furniture, equipment and fittings [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 36,268 | 28,585 | ||
Vasta Platform (Successor) | Gross carrying amount [member] | Property, buildings and improvements [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 46,420 | 51,393 | ||
Vasta Platform (Successor) | Gross carrying amount [member] | In progress [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 18,589 | |||
Vasta Platform (Successor) | Gross carrying amount [member] | Right of use assets [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 205,270 | |||
Vasta Platform (Successor) | Gross carrying amount [member] | Land [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 4,412 | 21,308 | ||
Vasta Platform (Successor) | Accumulated depreciation and amortisation [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (152,242) | (67,956) | ||
Vasta Platform (Successor) | Accumulated depreciation and amortisation [member] | IT equipment [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (23,758) | (21,763) | ||
Vasta Platform (Successor) | Accumulated depreciation and amortisation [member] | Furniture, equipment and fittings [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (23,902) | (13,575) | ||
Vasta Platform (Successor) | Accumulated depreciation and amortisation [member] | Property, buildings and improvements [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (26,738) | (31,216) | ||
Vasta Platform (Successor) | Accumulated depreciation and amortisation [member] | In progress [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (14,050) | |||
Vasta Platform (Successor) | Accumulated depreciation and amortisation [member] | Right of use assets [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (59,834) | |||
Vasta Platform (Successor) | Accumulated depreciation and amortisation [member] | Land [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 3959 | R$ 1402 |
Property, Plant and Equipment_8
Property, Plant and Equipment - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Property, Plant and Equipment | ||||||
Beginning balance | R$ 184961 | R$ 58306 | ||||
Additions | 37,567 | 43,985 | ||||
Additions by business combination | 211 | |||||
Disposals | (3,499) | (44,143) | ||||
Depreciation | (27,234) | (27,868) | ||||
Transfers | [1] | |||||
Ending balance | R$ 58306 | 192,006 | 184,961 | |||
Additions for new lease agreements | 15,567 | |||||
IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 154,681 | |||||
Ending balance | 154,681 | |||||
Additions for new lease agreements | 20,358 | |||||
Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 212,987 | |||||
Ending balance | 212,987 | |||||
IT equipment [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 2,486 | 3,213 | ||||
Additions | 758 | 1,339 | ||||
Additions by business combination | 59 | |||||
Disposals | (25) | |||||
Depreciation | (1,799) | (2,066) | ||||
Transfers | [1] | |||||
Ending balance | 3,213 | 1,479 | 2,486 | |||
IT equipment [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
IT equipment [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 3,213 | |||||
Ending balance | 3,213 | |||||
Furniture, equipment and fittings [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 12,366 | 15,010 | ||||
Additions | 22 | 2,958 | ||||
Additions by business combination | 152 | |||||
Disposals | (128) | (3,827) | ||||
Depreciation | (2,504) | (1,775) | ||||
Transfers | [1] | |||||
Ending balance | 15,010 | 9,908 | 12,366 | |||
Furniture, equipment and fittings [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
Furniture, equipment and fittings [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 15,010 | |||||
Ending balance | 15,010 | |||||
Property, buildings and improvements [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 19,682 | 20,177 | ||||
Additions | 828 | 3,973 | ||||
Additions by business combination | ||||||
Disposals | (98) | |||||
Depreciation | (4,691) | (4,468) | ||||
Transfers | 4,257 | [1] | ||||
Ending balance | 20,177 | 19,978 | 19,682 | |||
Property, buildings and improvements [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
Property, buildings and improvements [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 20,177 | |||||
Ending balance | 20,177 | |||||
In progress [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 4,538 | |||||
Additions | 34 | 4,538 | ||||
Additions by business combination | ||||||
Disposals | ||||||
Depreciation | ||||||
Transfers | (4,257) | [1] | ||||
Ending balance | 315 | 4,538 | ||||
In progress [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
In progress [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
Right of use assets [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 145,436 | |||||
Additions | 35,925 | [1] | 31,177 | |||
Additions by business combination | [1] | |||||
Disposals | (3,248) | [1] | (40,316) | |||
Depreciation | (18,240) | [1] | (19,559) | |||
Transfers | [1] | 19,453 | ||||
Ending balance | 159,873 | 145,436 | ||||
Right of use assets [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 154,681 | |||||
Ending balance | 154,681 | |||||
Right of use assets [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 154,681 | |||||
Ending balance | 154,681 | |||||
Land [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 453 | 19,906 | ||||
Additions | ||||||
Additions by business combination | ||||||
Disposals | ||||||
Depreciation | ||||||
Transfers | (19,453) | [1] | ||||
Ending balance | 19,906 | 453 | 453 | |||
Land [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
Land [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 19,906 | |||||
Ending balance | 19,906 | |||||
Vasta Platform (Successor) | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 184,961 | 58,306 | ||||
Additions | 6,099 | 43,985 | ||||
Disposals | (3,759) | (39,772) | [2] | |||
Depreciation | (1,084) | (27,869) | ||||
Transfers | ||||||
Ending balance | 58,306 | 184,961 | ||||
Vasta Platform (Successor) | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 150,311 | |||||
Ending balance | 150,311 | |||||
Vasta Platform (Successor) | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 208,617 | |||||
Ending balance | 208,617 | |||||
Vasta Platform (Successor) | IT equipment [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 2,486 | 3,213 | ||||
Additions | 2,324 | 1,339 | ||||
Disposals | (940) | [2] | ||||
Depreciation | (308) | (2,066) | ||||
Transfers | ||||||
Ending balance | 3,213 | 2,486 | ||||
Vasta Platform (Successor) | IT equipment [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
Vasta Platform (Successor) | IT equipment [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 3,213 | |||||
Ending balance | 3,213 | |||||
Vasta Platform (Successor) | Furniture, equipment and fittings [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 12,366 | 15,010 | ||||
Additions | 3,387 | 2,958 | ||||
Disposals | (265) | (3,827) | [2] | |||
Depreciation | (33) | (1,775) | ||||
Transfers | 4,828 | |||||
Ending balance | 15,010 | 12,366 | ||||
Vasta Platform (Successor) | Furniture, equipment and fittings [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
Vasta Platform (Successor) | Furniture, equipment and fittings [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 15,010 | |||||
Ending balance | 15,010 | |||||
Vasta Platform (Successor) | Property, buildings and improvements [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 19,682 | 20,177 | ||||
Additions | 388 | 3,973 | ||||
Disposals | (954) | [2] | ||||
Depreciation | (217) | (4,468) | ||||
Transfers | 4,208 | |||||
Ending balance | 20,177 | 19,682 | ||||
Vasta Platform (Successor) | Property, buildings and improvements [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
Vasta Platform (Successor) | Property, buildings and improvements [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 20,177 | |||||
Ending balance | 20,177 | |||||
Vasta Platform (Successor) | In progress [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 4,539 | |||||
Additions | 4,539 | |||||
Disposals | (724) | [2] | ||||
Depreciation | ||||||
Transfers | (9,036) | |||||
Ending balance | 4,539 | |||||
Vasta Platform (Successor) | In progress [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
Vasta Platform (Successor) | In progress [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
Vasta Platform (Successor) | Right of use assets [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 145,436 | |||||
Additions | 31,177 | |||||
Disposals | (35,945) | [2] | ||||
Depreciation | (19,560) | |||||
Transfers | 19,453 | |||||
Ending balance | 145,436 | |||||
Vasta Platform (Successor) | Right of use assets [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 150,311 | |||||
Ending balance | 150,311 | |||||
Vasta Platform (Successor) | Right of use assets [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 150,311 | |||||
Ending balance | 150,311 | |||||
Vasta Platform (Successor) | Land [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | R$ 453 | 19,906 | ||||
Additions | ||||||
Disposals | (876) | [2] | ||||
Depreciation | (526) | |||||
Transfers | (19,453) | |||||
Ending balance | 19,906 | 453 | ||||
Vasta Platform (Successor) | Land [member] | IFRS 16 [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | ||||||
Ending balance | ||||||
Vasta Platform (Successor) | Land [member] | Adjusted opening balance | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | R$ 19906 | |||||
Ending balance | R$ 19906 | |||||
[1] | Refers substantially to IFRS 16, of which R$ 20,358 refer to lease contracts previously signed and renewed based on contractual terms and new lease agreements of R$ 15,567 which the Company considers it part of its digital learning solutions in the computer tablets. See the corresponding lease liability in Note 16. | |||||
[2] | The disposals of R$ 35,945 in rights of use assets is mainly due to the return of the administrative properties leased by Business. |
Intangible Assets and Goodwi_11
Intangible Assets and Goodwill - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 | ||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | R$ 4924726 | R$ 4985385 | R$ 5086937 | ||||
Software [member] | |||||||
Intangible Assets and Goodwill | |||||||
Weighted average amortization rate | 15.00% | ||||||
Intangible assets and goodwill | R$ 83415 | 76,325 | 60,088 | ||||
Trademarks [member] | |||||||
Intangible Assets and Goodwill | |||||||
Weighted average amortization rate | 5.00% | ||||||
Intangible assets and goodwill | R$ 573586 | 584,035 | 610,541 | ||||
Customer Portfolio [member] | |||||||
Intangible Assets and Goodwill | |||||||
Weighted average amortization rate | 8.00% | ||||||
Intangible assets and goodwill | R$ 928858 | 1,010,722 | 1,093,885 | ||||
Goodwill [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 3,307,805 | 3,286,263 | 3,286,263 | ||||
In progress [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | R$ 999 | 14,051 | 30,098 | ||||
Other Intangible assets [member] | |||||||
Intangible Assets and Goodwill | |||||||
Weighted average amortization rate | 33.00% | ||||||
Intangible assets and goodwill | R$ 6243 | 4,563 | 6,062 | ||||
Cost [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 5,350,096 | 5,348,172 | |||||
Cost [member] | Software [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 204,213 | 276,542 | |||||
Cost [member] | Trademarks [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 631,935 | 614,958 | |||||
Cost [member] | Customer Portfolio [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 1,113,792 | 1,109,388 | |||||
Cost [member] | Goodwill [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 3,307,805 | 3,286,263 | |||||
Cost [member] | In progress [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 999 | 14,051 | |||||
Cost [member] | Other Intangible assets [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 38,283 | 18,090 | |||||
Accumulated amortization [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | (425,369) | (362,787) | |||||
Accumulated amortization [member] | Software [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | (120,798) | (200,217) | |||||
Accumulated amortization [member] | Trademarks [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | (58,349) | (30,923) | |||||
Accumulated amortization [member] | Customer Portfolio [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | (184,934) | (98,666) | |||||
Accumulated amortization [member] | Goodwill [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | |||||||
Accumulated amortization [member] | In progress [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | |||||||
Accumulated amortization [member] | Other Intangible assets [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | R$ 32040 | (13,527) | |||||
Vasta Platform (Successor) | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | R$ 4985385 | 5,086,937 | R$ 5099831 | ||||
Vasta Platform (Successor) | Software [member] | |||||||
Intangible Assets and Goodwill | |||||||
Weighted average amortization rate | 15.00% | ||||||
Intangible assets and goodwill | R$ 76325 | 60,088 | 29,343 | ||||
Vasta Platform (Successor) | Trademarks [member] | |||||||
Intangible Assets and Goodwill | |||||||
Weighted average amortization rate | 5.00% | ||||||
Intangible assets and goodwill | R$ 584035 | 610,541 | 614,958 | ||||
Vasta Platform (Successor) | Customer Portfolio [member] | |||||||
Intangible Assets and Goodwill | |||||||
Weighted average amortization rate | 8.00% | ||||||
Intangible assets and goodwill | R$ 1010722 | 1,093,885 | 1,109,388 | ||||
Vasta Platform (Successor) | Goodwill [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 3,286,263 | 3,286,263 | 3,286,263 | ||||
Vasta Platform (Successor) | In progress [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | R$ 14051 | [1] | 30,098 | [1] | 53,849 | ||
Vasta Platform (Successor) | Other Intangible assets [member] | |||||||
Intangible Assets and Goodwill | |||||||
Weighted average amortization rate | 33.00% | ||||||
Intangible assets and goodwill | R$ 13989 | 6,062 | R$ 6030 | ||||
Vasta Platform (Successor) | Cost [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 5,326,348 | 5,314,228 | |||||
Vasta Platform (Successor) | Cost [member] | Software [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 276,542 | 256,645 | |||||
Vasta Platform (Successor) | Cost [member] | Trademarks [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 614,958 | 614,958 | |||||
Vasta Platform (Successor) | Cost [member] | Customer Portfolio [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 1,109,388 | 1,109,388 | |||||
Vasta Platform (Successor) | Cost [member] | Goodwill [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 3,286,263 | 3,286,263 | |||||
Vasta Platform (Successor) | Cost [member] | In progress [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | [1] | 14,051 | 30,098 | ||||
Vasta Platform (Successor) | Cost [member] | Other Intangible assets [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | 25,146 | 16,876 | |||||
Vasta Platform (Successor) | Accumulated amortization [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | (340,963) | (227,291) | |||||
Vasta Platform (Successor) | Accumulated amortization [member] | Software [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | (200,217) | (196,557) | |||||
Vasta Platform (Successor) | Accumulated amortization [member] | Trademarks [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | (30,923) | (4,417) | |||||
Vasta Platform (Successor) | Accumulated amortization [member] | Customer Portfolio [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | (98,666) | (15,503) | |||||
Vasta Platform (Successor) | Accumulated amortization [member] | Goodwill [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | |||||||
Vasta Platform (Successor) | Accumulated amortization [member] | In progress [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | |||||||
Vasta Platform (Successor) | Accumulated amortization [member] | Other Intangible assets [member] | |||||||
Intangible Assets and Goodwill | |||||||
Intangible assets and goodwill | R$ 11157 | R$ 10814 | |||||
[1] | Substantially refers to development of the projects related to Plurall, project to improve the digital platform and other projects related to enterprise resource management (ERP) solutions. |
Intangible Assets and Goodwi_12
Intangible Assets and Goodwill - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | R$ 4985385 | R$ 5086937 | ||
Additions | 42,793 | 37,461 | ||
Disposals | (164) | (1,950) | ||
Amorization | (146,854) | (137,063) | ||
Transfers | ||||
Balance at end of the period | R$ 5086937 | 4,924,726 | 4,985,385 | |
Software [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 76,325 | 60,088 | ||
Additions | 11,813 | 19,897 | ||
Disposals | (77) | |||
Amorization | (23,861) | (18,794) | ||
Transfers | 19,215 | 15,134 | ||
Balance at end of the period | 60,088 | 83,415 | 76,325 | |
Customer Portfolio [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 1,010,722 | 1,093,885 | ||
Additions | ||||
Disposals | ||||
Amorization | (86,517) | (83,163) | ||
Transfers | 28 | |||
Balance at end of the period | 1,093,885 | 928,858 | 1,010,722 | |
Trademark license | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 584,035 | 610,541 | ||
Additions | ||||
Disposals | ||||
Amorization | (26,506) | (26,506) | ||
Transfers | (3) | |||
Balance at end of the period | 610,541 | 573,586 | 584,035 | |
Other Intangible assets [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 4,563 | 6,062 | ||
Additions | 603 | |||
Disposals | (87) | (1,950) | ||
Amorization | (176) | (7,806) | ||
Transfers | 8,257 | |||
Balance at end of the period | 6,062 | 6,243 | 4,563 | |
In progress [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 14,051 | 30,098 | ||
Additions | 6,188 | 7,344 | ||
Disposals | ||||
Amorization | ||||
Transfers | (19,240) | (23,391) | ||
Balance at end of the period | 30,098 | 999 | 14,051 | |
Goodwill [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 3,286,263 | 3,286,263 | ||
Additions | ||||
Disposals | ||||
Amorization | ||||
Transfers | ||||
Balance at end of the period | 3,286,263 | 3,307,805 | 3,286,263 | |
Vasta Platform (Successor) | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 4,985,385 | 5,086,937 | ||
Additions | 10,686 | 37,461 | ||
Disposals | (2,894) | (1,950) | ||
Amorization | (20,686) | (137,063) | ||
Transfers | ||||
Balance at end of the period | 5,086,937 | 4,985,385 | ||
Vasta Platform (Successor) | Software [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 76,325 | 60,088 | ||
Additions | 4,168 | 19,897 | ||
Disposals | (2,734) | |||
Amorization | (598) | (18,794) | ||
Transfers | 29,909 | 15,134 | ||
Balance at end of the period | 60,088 | 76,325 | ||
Vasta Platform (Successor) | Customer Portfolio [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 1,010,722 | 1,093,885 | ||
Additions | ||||
Disposals | ||||
Amorization | (15,503) | (83,163) | ||
Transfers | ||||
Balance at end of the period | 1,093,885 | 1,010,722 | ||
Vasta Platform (Successor) | Trademark license | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 584,035 | 610,541 | ||
Additions | ||||
Disposals | ||||
Amorization | (4,417) | (26,506) | ||
Transfers | ||||
Balance at end of the period | 610,541 | 584,035 | ||
Vasta Platform (Successor) | Other Intangible assets [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 13,989 | 6,062 | ||
Additions | 360 | 10,220 | ||
Disposals | (160) | (1,950) | ||
Amorization | (168) | (8,600) | ||
Transfers | 8,257 | |||
Balance at end of the period | 6,062 | 13,989 | ||
Vasta Platform (Successor) | In progress [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | [1] | 14,051 | 30,098 | |
Additions | 6,158 | 7,344 | ||
Disposals | ||||
Amorization | ||||
Transfers | (29,909) | (23,391) | ||
Balance at end of the period | [1] | 30,098 | 14,051 | |
Vasta Platform (Successor) | Goodwill [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | R$ 3286263 | 3,286,263 | ||
Additions | ||||
Disposals | ||||
Amorization | ||||
Transfers | ||||
Balance at end of the period | R$ 3286263 | R$ 3286263 | ||
[1] | Substantially refers to development of the projects related to Plurall, project to improve the digital platform and other projects related to enterprise resource management (ERP) solutions. |
Intangible Assets and Goodwi_13
Intangible Assets and Goodwill - Vasta Platform (Successor) (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Intangible Assets and Goodwill | ||
Goodwill | R$ 3307805 | |
Content & EdTech Platform | ||
Intangible Assets and Goodwill | ||
Goodwill | 3,297,077 | |
Digital Services Platform | ||
Intangible Assets and Goodwill | ||
Goodwill | R$ 10728 | |
Vasta Platform (Successor) | ||
Intangible Assets and Goodwill | ||
Goodwill | R$ 3286263 | |
Vasta Platform (Successor) | Content & EdTech Platform | ||
Intangible Assets and Goodwill | ||
Goodwill | 3,275,535 | |
Vasta Platform (Successor) | Digital Services Platform | ||
Intangible Assets and Goodwill | ||
Goodwill | R$ 10728 |
Intangible Assets and Goodwi_14
Intangible Assets and Goodwill - Vasta Platform (Successor) (Details 4) - item | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets and Goodwill | ||
Number of CGUs | 2 | |
Vasta Platform (Successor) | ||
Intangible Assets and Goodwill | ||
Number of CGUs | 2 | |
Years projected | 8 years | |
Growth rate - % | 6.10% | |
Discount rate - % | 10.08% |
Bonds and financing - Vasta P_3
Bonds and financing - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 11, 2018 | ||
Bonds and financing | |||||
Bonds and financing at beginning of period | R$ 1658467 | R$ 793341 | R$ 1640947 | ||
Capitalization of bonds | [1] | (1,508,297) | |||
Contribution of bonds | [2] | 1,535,800 | |||
Payment of interest | (443) | (49,404) | (117,696) | ||
Interest accrued | 52,935 | 92,584 | |||
Transfers | (19,911) | ||||
Bonds and financing at end of period | 1,658,467 | 793,341 | 1,640,947 | ||
Current liabilities | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 339,859 | 502,882 | 440,947 | ||
Capitalization of bonds | [1] | (186,617) | |||
Contribution of bonds | [2] | 417,030 | |||
Payment of interest | (49,404) | (88,732) | |||
Interest accrued | 52,935 | 63,620 | |||
Transfers | 910,539 | (104,213) | |||
Bonds and financing at end of period | 339,859 | 502,882 | 440,947 | ||
Current Bonds with Related Parties | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 338,556 | 502,743 | 440,947 | ||
Capitalization of bonds | [1] | (186,617) | |||
Contribution of bonds | [2] | 417,030 | |||
Payment of interest | (49,369) | (88,732) | |||
Interest accrued | 52,900 | 63,620 | |||
Transfers | 910,400 | (102,910) | |||
Bonds and financing at end of period | 338,556 | 502,743 | 440,947 | ||
Current Finance Leases | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 1,303 | 139 | |||
Capitalization of bonds | |||||
Contribution of bonds | |||||
Payment of interest | (35) | ||||
Interest accrued | 35 | ||||
Transfers | 139 | (1,303) | |||
Bonds and financing at end of period | 1,303 | 139 | |||
Non-current liabilities | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 1,318,608 | 290,459 | 1,200,000 | ||
Capitalization of bonds | [1] | (1,321,680) | |||
Contribution of bonds | [2] | 1,118,770 | |||
Payment of interest | (28,964) | ||||
Interest accrued | 28,964 | ||||
Transfers | (910,539) | 84,302 | |||
Bonds and financing at end of period | 1,318,608 | 290,459 | 1,200,000 | ||
Non-current Bonds with Related Parties | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 1,300,000 | 289,600 | 1,200,000 | ||
Capitalization of bonds | [1] | (1,321,680) | |||
Contribution of bonds | [2] | 1,118,770 | |||
Payment of interest | (28,964) | ||||
Interest accrued | 28,964 | ||||
Transfers | (910,400) | 102,910 | |||
Bonds and financing at end of period | 1,300,000 | 289,600 | 1,200,000 | ||
Non-current Finance Leases | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 18,608 | 859 | |||
Capitalization of bonds | |||||
Contribution of bonds | |||||
Payment of interest | |||||
Interest accrued | |||||
Transfers | (139) | (18,608) | |||
Bonds and financing at end of period | 18,608 | R$ 859 | |||
Vasta Platform (Successor) | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 1,658,467 | 1,640,947 | R$ 1633300 | ||
Capitalization of bonds | (1,508,297) | ||||
Contribution of bonds | 1,535,801 | ||||
Payment of interest | (443) | (117,696) | |||
Interest accrued | 25,611 | 92,583 | |||
Transfers | [3] | (19,911) | |||
Bonds and financing at end of period | 1,658,467 | 1,640,947 | 1,633,300 | ||
Vasta Platform (Successor) | Current liabilities | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 339,859 | 440,947 | 311,030 | ||
Capitalization of bonds | [4] | (186,617) | |||
Contribution of bonds | [5] | 417,030 | |||
Payment of interest | (443) | (88,732) | |||
Interest accrued | 14,126 | 63,620 | |||
Transfers | [3] | (104,213) | |||
Bonds and financing at end of period | 339,859 | 440,947 | 311,030 | ||
Vasta Platform (Successor) | Current Bonds with Related Parties | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 338,556 | 440,947 | 309,302 | ||
Capitalization of bonds | [4] | (186,617) | |||
Contribution of bonds | [5] | 417,030 | |||
Payment of interest | (88,732) | ||||
Interest accrued | 14,106 | 63,620 | |||
Transfers | [3] | (102,910) | |||
Bonds and financing at end of period | 338,556 | 440,947 | 309,302 | ||
Vasta Platform (Successor) | Current Finance Leases | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 1,303 | 1,728 | |||
Capitalization of bonds | |||||
Contribution of bonds | |||||
Payment of interest | (443) | ||||
Interest accrued | 20 | ||||
Transfers | [3] | (1,303) | |||
Bonds and financing at end of period | 1,303 | 1,728 | |||
Vasta Platform (Successor) | Non-current liabilities | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 1,318,608 | 1,200,000 | 1,322,270 | ||
Capitalization of bonds | [4] | (1,321,680) | |||
Contribution of bonds | [5] | 1,118,770 | |||
Payment of interest | (28,964) | ||||
Interest accrued | 11,485 | 28,964 | |||
Transfers | [3] | 84,302 | |||
Bonds and financing at end of period | 1,318,608 | 1,200,000 | 1,322,270 | ||
Vasta Platform (Successor) | Non-current Bonds with Related Parties | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 1,300,000 | 1,200,000 | 1,303,663 | ||
Capitalization of bonds | [4] | (1,321,680) | |||
Contribution of bonds | [5] | 1,118,770 | |||
Payment of interest | (28,964) | ||||
Interest accrued | 11,485 | 28,964 | |||
Transfers | [3] | 102,910 | |||
Bonds and financing at end of period | 1,300,000 | 1,200,000 | 1,303,663 | ||
Vasta Platform (Successor) | Non-current Finance Leases | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 18,608 | 18,607 | |||
Capitalization of bonds | |||||
Contribution of bonds | |||||
Payment of interest | |||||
Interest accrued | |||||
Transfers | [3] | (18,608) | |||
Bonds and financing at end of period | R$ 18608 | R$ 18607 | |||
[1] | On September 28, 2019, the Cogna Group approved the capitalization of the 4th issuance and 5th issuance private bonds, in the amount of R$1,508,297, increasing the Parent Company’s Net Investment in the combinedcarve-outfinancial statements. | ||||
[2] | On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,801 of the amount should be transferred to the Business through the Corporate Restructuring. Through this process, the Business was subject to the following contractual terms: (i)the acceleration of the other debentures originally issued by Saber; (ii)the grant by us of any liens on our assets or capital stock; (iii)a change in control by Cogna of Saber’s subsidiaries, subject to certain exceptions, Additionally, we have agreed until the maturity of the private debentures that: (i)we will allocate at least 50% of the use of proceeds from any liquidity event to repay such debentures; (ii)we will not obtain any new loans unless the proceeds of such loans are directed to repay our debentures with Cogna; and (iii)we will not pledge shares and/or dividends. | ||||
[3] | Due to the adoption of IFRS 16, Finance Leases’ balances were transferred to “Lease Liabilities”. (Note 14) | ||||
[4] | On September 28, 2019, the Cogna Group approved the capitalization of the 4th issuance and 5th issuance private bonds, in the amount of R$1,508,297, increasing the Net Parent Investment in these combined carve-out financial statements. | ||||
[5] | On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,801 of the value was transferred to the Business through the Corporate Reorganization (according to Note 1). Through this process, the Business is subject to the following clauses: (i) the acceleration of the other debentures originally issued by Saber; (ii) the grant by us of any liens on our assets or capital stock; (iii) a change in control by Cogna of Saber’s subsidiaries, subject to certain exceptions. Additionally, we have agreed until the maturity of the private debentures that: (i) we will allocate at least 50% of the use of proceeds from any liquidity event to repay such debentures; (ii) we will not obtain any new loans unless the proceeds of such loan are directed to repay our debentures with Cogna; and (iii) we will not pledge shares and/or dividends. |
Bonds and financing - Vasta P_4
Bonds and financing - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | Nov. 19, 2019 | Sep. 28, 2019 | Dec. 31, 2019 | |
Bonds and financing | ||||
Capitalization of private bonds | [1] | R$ 1508297 | ||
Contribution of bonds | [2] | 1,535,800 | ||
Bonds with Related Parties | ||||
Bonds and financing | ||||
Capitalization of private bonds | R$ 1508297 | |||
Contribution of bonds | R$ 1535801 | |||
Percentage of proceeds from bonds issued to be use for repay upon any liquidity event | 50.00% | |||
Vasta Platform (Successor) | ||||
Bonds and financing | ||||
Capitalization of private bonds | 1,508,297 | |||
Contribution of bonds | R$ 1535801 | |||
Vasta Platform (Successor) | Bonds with Related Parties | ||||
Bonds and financing | ||||
Capitalization of private bonds | R$ 1508297 | |||
Contribution of bonds | R$ 1535801 | |||
Percentage of proceeds from bonds issued to be use for repay upon any liquidity event | 50.00% | |||
[1] | On September 28, 2019, the Cogna Group approved the capitalization of the 4th issuance and 5th issuance private bonds, in the amount of R$1,508,297, increasing the Parent Company’s Net Investment in the combinedcarve-outfinancial statements. | |||
[2] | On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,801 of the amount should be transferred to the Business through the Corporate Restructuring. Through this process, the Business was subject to the following contractual terms: (i)the acceleration of the other debentures originally issued by Saber; (ii)the grant by us of any liens on our assets or capital stock; (iii)a change in control by Cogna of Saber’s subsidiaries, subject to certain exceptions, Additionally, we have agreed until the maturity of the private debentures that: (i)we will allocate at least 50% of the use of proceeds from any liquidity event to repay such debentures; (ii)we will not obtain any new loans unless the proceeds of such loans are directed to repay our debentures with Cogna; and (iii)we will not pledge shares and/or dividends. |
Bonds and financing - Vasta P_5
Bonds and financing - Vasta Platform (Successor) (Details 3) R$ in Millions | 12 Months Ended | |
Dec. 31, 2020BRL (R$) | Dec. 31, 2019BRL (R$)item | |
Bonds, 5th Issuance, Series 1 | ||
Bonds and financing | ||
First payment after | 60 months | |
Financials charges | CDI + 1.15% p.a. | |
Principal amount | R$ 100 | |
Bonds, 6th Issuance, Series 2 | ||
Bonds and financing | ||
First payment after | 60 months | |
Financials charges | CDI + 1.70% p.a. | |
Principal amount | R$ 200 | |
Bonds, 7th Issuance | ||
Bonds and financing | ||
First payment after | 36 months | |
Financials charges | CDI + 1.15% p.a. | |
Principal amount | R$ 378 | |
Bonds, 5th Issuance, Series 2 | ||
Bonds and financing | ||
First payment after | 60 months | |
Financials charges | CDI + 1.00% p.a. | |
Principal amount | R$ 100 | |
Vasta Platform (Successor) | Bonds with Related Parties | ||
Bonds and financing | ||
Number of series of debt instument | item | 6 | |
Vasta Platform (Successor) | Bonds, 5th Issuance, Series 1 | ||
Bonds and financing | ||
First payment after | 60 months | |
Financials charges | CDI + 1,15% p.a. | |
Principal amount | R$ 100 | |
Vasta Platform (Successor) | Bonds, 6th Issuance, Series 1 | ||
Bonds and financing | ||
First payment after | 36 months | |
Financials charges | CDI + 0,90% p.a. | |
Principal amount | R$ 300 | |
Vasta Platform (Successor) | Bonds, 6th Issuance, Series 2 | ||
Bonds and financing | ||
First payment after | 60 months | |
Financials charges | CDI + 1,70% p.a. | |
Principal amount | R$ 200 | |
Vasta Platform (Successor) | Bonds, 7th Issuance | ||
Bonds and financing | ||
First payment after | 36 months | |
Financials charges | CDI + 1,15% p.a. | |
Principal amount | R$ 800 | |
Vasta Platform (Successor) | Bonds, 8th Issuance | ||
Bonds and financing | ||
First payment after | 36 months | |
Financials charges | CDI + 1,00% p.a. | |
Principal amount | R$ 100 | |
Vasta Platform (Successor) | Bonds, 5th Issuance, Series 2 | ||
Bonds and financing | ||
First payment after | 60 months | |
Financials charges | CDI + 1,00% p.a. | |
Principal amount | R$ 100 |
Bonds and financing - Vasta P_6
Bonds and financing - Vasta Platform (Successor) (Details 4) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Current bonds and financing | R$ 502882 | R$ 440947 | ||
Total non-current liabilities | 290,459 | 1,200,000 | ||
Total bonds and financing | R$ 793341 | R$ 1640947 | R$ 1658467 | |
Percentage of non-current bonds and financing | 36.60% | 73.10% | ||
Percentage of bonds and financing | 100.00% | 100.00% | ||
Year 1 | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Current bonds and financing | R$ 502882 | R$ 440947 | ||
Percentage of current bonds and financing | 63.40% | 26.90% | ||
Year 2 | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Total non-current liabilities | R$ 238881 | R$ 1000000 | ||
Percentage of non-current bonds and financing | 30.10% | 60.90% | ||
Year 3 | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Total non-current liabilities | R$ 51051 | R$ 100000 | ||
Percentage of non-current bonds and financing | 6.40% | 6.10% | ||
Year 4 | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Total non-current liabilities | R$ 527 | R$ 100000 | ||
Percentage of non-current bonds and financing | 0.10% | 6.10% | ||
Vasta Platform (Successor) | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Current bonds and financing | R$ 440947 | 339,859 | ||
Total non-current liabilities | 1,200,000 | 1,318,608 | ||
Total bonds and financing | R$ 1640947 | R$ 1658467 | R$ 1633300 | |
Percentage of non-current bonds and financing | 73.10% | |||
Percentage of bonds and financing | 100.00% | |||
Vasta Platform (Successor) | Year 1 | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Current bonds and financing | R$ 440947 | |||
Percentage of current bonds and financing | 26.90% | |||
Vasta Platform (Successor) | Year 2 | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Total non-current liabilities | R$ 1000000 | |||
Percentage of non-current bonds and financing | 60.90% | |||
Vasta Platform (Successor) | Year 3 | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Total non-current liabilities | R$ 100000 | |||
Percentage of non-current bonds and financing | 6.10% | |||
Vasta Platform (Successor) | Year 4 | ||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||
Total non-current liabilities | R$ 100000 | |||
Percentage of non-current bonds and financing | 6.10% |
Suppliers - Vasta Platform (S_3
Suppliers - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Suppliers | ||||
Local suppliers | R$ 128639 | R$ 98824 | ||
Related parties | 20,985 | 1,219 | ||
Copyright | 19,317 | 28,685 | ||
Reverse factoring | [1] | 110,513 | 94,930 | |
Suppliers | R$ 279454 | 223,658 | ||
Vasta Platform (Successor) | ||||
Suppliers | ||||
Local suppliers | 98,824 | R$ 75251 | ||
International suppliers | 2,388 | |||
Related parties | 1,219 | 446 | ||
Copyright | 28,685 | 22,387 | ||
Reverse factoring | 94,930 | 113,002 | ||
Other | 16,055 | |||
Suppliers | R$ 223658 | R$ 229529 | ||
[1] | 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. |
Lease liabilities - Vasta Pla_3
Lease liabilities - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Reconciliation of changes in lease liabilities | |||||||||
Opening balance | R$ 153714 | ||||||||
Initial application - IFRS 16 | 153,872 | ||||||||
Transfers | 19,911 | ||||||||
Additions for new lease agreements | [1] | 35,925 | 31,177 | ||||||
Cancelled contracts | (3,429) | [2] | (34,852) | [2] | |||||
Interest | 15,091 | 16,312 | |||||||
Payment of interest | (14,675) | (8,685) | |||||||
Payment of principal | (12,835) | (24,021) | |||||||
Closing balance | 173,103 | 153,714 | |||||||
Lease liabilities | |||||||||
Current liabilities | R$ 18263 | R$ 7101 | |||||||
Non-current liabilities | 154,840 | 146,613 | |||||||
Total | R$ 153714 | R$ 173103 | 153,714 | ||||||
Short-term lease period (in months) | 12 months | ||||||||
Fixed and variable lease payments, including those related to short-term contracts and to low-value assets | |||||||||
Fixed Payments | R$ 27510 | 32,706 | |||||||
Payments related to short-term contracts and low value assets, variable price contracts | 14,278 | 20,375 | |||||||
Total | 41,788 | 53,081 | |||||||
Vasta Platform (Successor) | |||||||||
Reconciliation of changes in lease liabilities | |||||||||
Opening balance | 153,714 | ||||||||
Initial application - IFRS 16 | 153,872 | ||||||||
Transfers | 19,911 | ||||||||
Additions for new lease agreements | 31,177 | ||||||||
Cancelled contracts | [3] | (34,852) | |||||||
Interest | 16,312 | ||||||||
Payment of interest | (8,685) | ||||||||
Payment of principal | (24,021) | ||||||||
Closing balance | 153,714 | ||||||||
Lease liabilities | |||||||||
Current liabilities | 7,101 | ||||||||
Non-current liabilities | 146,613 | ||||||||
Total | R$ 153714 | R$ 153714 | R$ 153714 | ||||||
Short-term lease period (in months) | 12 months | ||||||||
Fixed and variable lease payments, including those related to short-term contracts and to low-value assets | |||||||||
Fixed Payments | R$ 24021 | ||||||||
Payments related to short-term contracts and low value assets, variable price contracts | 20,375 | ||||||||
Total | R$ 44396 | ||||||||
[1] | Refers to new lease agreements in amount of R$ 35,925 being R$ 20,358 referred to lease agreements previously engaged and renewed based on contractual terms and new lease agreements R$ 15,567 which the Company has embed part of its digital learning solutions in the computer tablets being part of them which the Company has embed part of its digital learning solutions in the computer tablets. Those new sublease agreements (digital learning) refer to lease terms of 36 months, which the rates negotiated are 10,3% p.a to 10,88% p.a depending on the contract. | ||||||||
[2] | The cancelled contracts on December 31,2020 totaled R$ 3,429 (R$ 34,852 as of December 31,2019) and refer mainly to cancellation of lease agreements of the administrative properties leased by the Company. | ||||||||
[3] | The cancelled contracts of R$ 34,852 refers to mainly cancellation of leases agreement of the administrative properties leased by the Business. |
Contract liabilities and defe_8
Contract liabilities and deferred income - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2018 | Aug. 31, 2017 | Oct. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | ||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | R$ 53707 | R$ 58524 | |||||||
Current | 47,169 | 49,328 | |||||||
Non-current | 6,538 | 9,196 | |||||||
Refund liability | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | [1] | 42,005 | 45,248 | ||||||
Sales of employees' payroll | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | [2] | 2,348 | 4,173 | ||||||
Deferred income | R$ 7000 | ||||||||
Lease term of the property | 5 years | ||||||||
Deferred income in leaseback agreement | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | [3] | 6,665 | 7,500 | ||||||
Other liabilities | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | R$ 2689 | 1,603 | |||||||
Vasta Platform (Successor) | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | 58,524 | R$ 89288 | |||||||
Current | 49,328 | 76,001 | |||||||
Non-current | 9,196 | 13,287 | |||||||
Vasta Platform (Successor) | Refund liability | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | [4] | 45,248 | 73,548 | ||||||
Vasta Platform (Successor) | Sales of employees' payroll | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | [5] | 4,173 | 5,738 | ||||||
Deferred income | R$ 7000 | ||||||||
Lease term of the property | 5 years | ||||||||
Vasta Platform (Successor) | Deferred income in leaseback agreement | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | [6] | 7,500 | 8,410 | ||||||
Vasta Platform (Successor) | Other liabilities | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | R$ 1603 | R$ 1592 | |||||||
Somos - Anglo (Predecessor) | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | R$ 78153 | R$ 68243 | |||||||
Current | 72,918 | 68,243 | |||||||
Non-current | 5,235 | ||||||||
Proceeds from sale of property, plant and equipment | R$ 25500 | ||||||||
Somos - Anglo (Predecessor) | Refund liability | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | [7] | 68,833 | 68,149 | ||||||
Somos - Anglo (Predecessor) | Sales of employees' payroll | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | [8] | 6,800 | |||||||
Deferred income | R$ 7000 | ||||||||
Lease term of the property | 5 years | ||||||||
Somos - Anglo (Predecessor) | Deferred income in leaseback agreement | |||||||||
Contract liabilities and deferred income | |||||||||
Proceeds from sale of property, plant and equipment | R$ 25500 | ||||||||
Deferred income | R$ 9104 | ||||||||
Lease term of the property | 120 months | ||||||||
Somos - Anglo (Predecessor) | Other liabilities | |||||||||
Contract liabilities and deferred income | |||||||||
Contract liabilities and deferred income | R$ 2520 | R$ 94 | |||||||
[1] | Refers to the customers right to return products. | ||||||||
[2] | Refers to deferred income related to the sale of a -year exclusivity to process our Company employees’ payroll to Banco Itaú for R$ thousand, in August 2017. This income will be recognized on a straight-line basis throughout the contract term as “Other Operating income” as the Company believes that the rights of exclusivity are transferred to Itaú over this year. | ||||||||
[3] | In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ . This transaction included deferred income of R$ , which will be appropriated according to the lease term of the property ( months). | ||||||||
[4] | Refers to the customers’ right to return products (note 3.b) | ||||||||
[5] | Refers to deferred income related to the sale of a 5-year exclusivity to process our Business employees’ payroll to Banco Itaú for R$ 7,000 thousand, on August 2017. This income will be recognized on a straight line basis throughout the contract term as “Other Operating income” as the Business believes that the rights of exclusivity are transferred toItaúover this period. | ||||||||
[6] | In March, 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at João Dias Avenue in the city of São Paulo in the amount of R$ 25,500. This transaction included a deferred income of R$ 9,104 which will be appropriated according to the lease term of the property (120 months). | ||||||||
[7] | Relates to customers’ right to return products. | ||||||||
[8] | Refers to deferred income related to the sale of a 5-year exclusivity to process our Business employees’ payroll to Banco Itaú for R$7,000 thousand, in August 2017. This income will be recognized on a straight line basis throughout the contract term as “Other Operating income” as the Business’ believes that the rights of exclusivity are transferred to Itaú over this period. |
Accounts payable for busines_11
Accounts payable for business combination - Vasta Platform (Successor) (Details) - Vasta Platform (Successor) - Livro Fácil R$ in Millions | Dec. 31, 2017BRL (R$) |
Accounts payable for business combination | |
Percentage of interest acquired (as a percent) | 100.00% |
Total consideration | R$ 23.8 |
Consideration paid in cash | 8.8 |
Consideration in shares | 4.8 |
Consideration relating to installments and accrued contractual CDI charges | R$ 10.1 |
Accounts payable for busines_12
Accounts payable for business combination - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of maturity of accounts payable for business combination | ||||
2020 | R$ 1772 | |||
2021 | R$ 17132 | 1,030 | ||
2022 | 13,811 | 3,090 | ||
2023 | 17,112 | 5,049 | ||
Total non-current liabilities | 30,923 | 9,169 | ||
Total | R$ 48055 | R$ 10941 | R$ 10708 | |
Schedule of percentage of maturity installment for accounts payable for business combination | ||||
2020 (%) | 162.00% | |||
2021 (%) | 357.00% | 94.00% | ||
2022 (%) | 287.00% | 282.00% | ||
2023 (%) | 356.00% | 462.00% | ||
Total non-current liabilities (%) | 643.00% | 838.00% | ||
Total (%) | 1000.00% | 1000.00% | ||
Vasta Platform (Successor) | ||||
Schedule of maturity of accounts payable for business combination | ||||
2020 | R$ 1772 | |||
2021 | 1,030 | |||
2022 | 3,090 | |||
2023 | 5,049 | |||
Total non-current liabilities | 9,169 | 10,062 | ||
Total | R$ 10941 | R$ 10708 | R$ 10589 | |
Schedule of percentage of maturity installment for accounts payable for business combination | ||||
2020 (%) | 16.20% | |||
2021 (%) | 9.40% | |||
2022 (%) | 28.20% | |||
2023 (%) | 46.20% | |||
Total non-current liabilities (%) | 83.80% | |||
Total (%) | 100.00% |
Accounts payable for busines_13
Accounts payable for business combination - Vasta Platform (Successor) (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of changes in accounts payable for business combination | |||
Opening balance | R$ 10941 | R$ 10708 | |
Interest adjustment | 1,568 | 52 | |
Closing balance | 48,055 | 10,941 | R$ 10708 |
Vasta Platform (Successor) | |||
Reconciliation of changes in accounts payable for business combination | |||
Opening balance | R$ 10941 | 10,708 | 10,589 |
Interest adjustment | 233 | 119 | |
Closing balance | R$ 10941 | R$ 10708 |
Salaries and Social Contribut_8
Salaries and Social Contribution - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Salaries and Social Contribution | ||||
Salaries payable | R$ 15891 | R$ 20658 | ||
Social contribution payable | [1] | 30,511 | 9,532 | |
Provision for vacation pay | 15,920 | 13,213 | ||
Provision for profit sharing | [2] | 5,880 | 18,333 | |
Others | 921 | 12 | ||
Total | R$ 69123 | 61,748 | ||
Vasta Platform (Successor) | ||||
Salaries and Social Contribution | ||||
Salaries payable | 20,658 | R$ 34581 | ||
Social contribution payable | 9,532 | 9,224 | ||
Provision for vacation pay | 13,213 | 17,109 | ||
Provision for profit sharing | 18,333 | 23,642 | ||
Others | 12 | 1,002 | ||
Total | R$ 61748 | R$ 85558 | ||
[1] | Refers to the effect of social contribution over restricted share units compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on monthly basis according to the Company’s share price. | |||
[2] | The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. In 2020 some metrics were reviewed over COVID-19 basis and part of provision was reversed. According to the Company policy, the provision for profit sharing will be paid in the second quarter of 2021. |
Related parties - Vasta Platf_3
Related parties - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Related parties | |||||
Other receivables | R$ 2070 | [1] | R$ 38141 | ||
Trade receivables | 22,791 | 17,062 | |||
Indemnification asset | 153,714 | 149,600 | |||
Other payments | 135,307 | [2] | 49,244 | ||
Loans | 20,884 | [3] | 29,192 | ||
Suppliers | 20,985 | 1,219 | |||
Bonds | 792,343 | 1,640,947 | |||
Cogna Educacao S.A. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | |||||
Indemnification asset | 153,714 | 149,600 | |||
Other payments | 1,354 | [2] | |||
Loans | 20,884 | [3] | |||
Suppliers | |||||
Bonds | 691,451 | 1,539,146 | |||
Anhanguera Educacional Participacoes SA. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 413 | 1,150 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Editora Atica S.A. | |||||
Related parties | |||||
Other receivables | [1] | 16 | |||
Trade receivables | 1,193 | 281 | |||
Indemnification asset | |||||
Other payments | 72,158 | [2] | 31,944 | ||
Loans | [3] | ||||
Suppliers | 7,392 | ||||
Bonds | |||||
Editora Scipione S.A. | |||||
Related parties | |||||
Other receivables | [1] | 4,743 | |||
Trade receivables | 414 | 304 | |||
Indemnification asset | |||||
Other payments | 13,408 | [2] | |||
Loans | [3] | ||||
Suppliers | 1,386 | ||||
Bonds | |||||
Escola Mater Christi Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 216 | 204 | |||
Indemnification asset | |||||
Other payments | [2] | 130 | |||
Loans | [3] | ||||
Suppliers | 104 | ||||
Bonds | |||||
Maxiprint Editora Ltda. | |||||
Related parties | |||||
Other receivables | 13 | [1] | 4,021 | ||
Trade receivables | 367 | 1,154 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 26 | ||||
Bonds | |||||
Pax Editora E Distribuidora Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 49 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Saraiva Educacao S.A. | |||||
Related parties | |||||
Other receivables | [1] | 28,226 | |||
Trade receivables | 804 | 424 | |||
Indemnification asset | |||||
Other payments | 36,454 | [2] | |||
Loans | [3] | ||||
Suppliers | 8,010 | ||||
Bonds | |||||
Somos Idiomas SA | |||||
Related parties | |||||
Other receivables | 79 | [1] | 75 | ||
Trade receivables | 2 | ||||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Acel Administracao de Cursos Educacionais Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 2,899 | 1,415 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 36 | ||||
Bonds | |||||
ECSA Escola A Chave do Saber Ltda | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 435 | 212 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Colegio JAO Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 772 | 415 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | |||||
Bonds | |||||
Colegio Motivo Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 1,250 | 1,442 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 249 | ||||
Bonds | |||||
Editora e Distribuidora Educacional S.A (“EDE”) | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 528 | 2,705 | |||
Indemnification asset | |||||
Other payments | 9,547 | [2] | |||
Loans | [3] | ||||
Suppliers | 89 | 737 | |||
Bonds | |||||
SGE Comercio De Material Didatico Ltda. | |||||
Related parties | |||||
Other receivables | [1] | 6 | |||
Trade receivables | 6 | 5 | |||
Indemnification asset | |||||
Other payments | 41 | [2] | |||
Loans | [3] | ||||
Suppliers | 661 | 482 | |||
Bonds | |||||
Sistema P H De Ensino Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 2,348 | 2,027 | |||
Indemnification asset | |||||
Other payments | 2,116 | [2] | 18 | ||
Loans | [3] | ||||
Suppliers | 163 | ||||
Bonds | |||||
Somos Operacoes Escolares S.A. | |||||
Related parties | |||||
Other receivables | 292 | [1] | 42 | ||
Trade receivables | 980 | ||||
Indemnification asset | |||||
Other payments | [2] | 4,197 | |||
Loans | [3] | 29,192 | |||
Suppliers | |||||
Bonds | |||||
Loans | 365 days | ||||
Saber Servicos Educacionais S.A. | |||||
Related parties | |||||
Other receivables | 1,686 | [1] | |||
Trade receivables | 3,710 | 5,041 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 2,658 | ||||
Bonds | 100,892 | 101,801 | |||
Sociedade Educacional Doze De Outubro Ltda. | |||||
Related parties | |||||
Other receivables | [1] | ||||
Trade receivables | 231 | 232 | |||
Indemnification asset | |||||
Other payments | [2] | ||||
Loans | [3] | ||||
Suppliers | 36 | ||||
Bonds | |||||
Saber Servicos Educacionais as | |||||
Related parties | |||||
Other receivables | 1,012 | ||||
Trade receivables | |||||
Indemnification asset | |||||
Other payments | |||||
Loans | |||||
Suppliers | |||||
Bonds | |||||
Editora E Distribuidora Educacional as | |||||
Related parties | |||||
Other receivables | |||||
Trade receivables | |||||
Indemnification asset | |||||
Other payments | 12,955 | ||||
Loans | |||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | |||||
Related parties | |||||
Other receivables | [4] | 38,141 | |||
Trade receivables | R$ 3801 | 17,062 | |||
Indemnification asset | 149,600 | 149,600 | |||
Other payments | [4] | 49,244 | |||
Loans | [5] | 29,192 | |||
Suppliers | 446 | 1,219 | |||
Bonds | 1,638,556 | 1,640,947 | |||
Secured to outstanding balances of related party transaction | 0 | ||||
Expense recognized during period in respect of amounts owed by related parties | 0 | ||||
Aggregate amount of Guarantees related to finance | 0 | ||||
Vasta Platform (Successor) | Cogna Educacao S.A. | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | |||||
Indemnification asset | 149,600 | 149,600 | |||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Anhanguera Educacional Participacoes SA. | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 1,150 | ||||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Editora Atica S.A. | |||||
Related parties | |||||
Other receivables | [4] | 16 | |||
Trade receivables | 281 | ||||
Indemnification asset | |||||
Other payments | [4] | 31,944 | |||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Editora Scipione S.A. | |||||
Related parties | |||||
Other receivables | [4] | 4,743 | |||
Trade receivables | 304 | ||||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Escola Mater Christi Ltda. | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 204 | ||||
Indemnification asset | |||||
Other payments | [4] | 130 | |||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Maxiprint Editora Ltda. | |||||
Related parties | |||||
Other receivables | [4] | 4,021 | |||
Trade receivables | 1,154 | ||||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Pax Editora E Distribuidora Ltda. | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 49 | ||||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Saraiva Educacao S.A. | |||||
Related parties | |||||
Other receivables | [4] | 28,226 | |||
Trade receivables | 424 | ||||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Somos Idiomas SA | |||||
Related parties | |||||
Other receivables | [4] | 75 | |||
Trade receivables | 2 | ||||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Acel Administracao de Cursos Educacionais Ltda | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 423 | 1,415 | |||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | 410 | ||||
Bonds | |||||
Vasta Platform (Successor) | ECSA Escola A Chave do Saber Ltda | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 29 | 212 | |||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Colegio JAO Ltda. | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 101 | 415 | |||
Indemnification asset | |||||
Suppliers | 3 | ||||
Bonds | |||||
Vasta Platform (Successor) | Colegio Maxi Ltda. | |||||
Related parties | |||||
Trade receivables | 1 | ||||
Indemnification asset | |||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Colegio Motivo Ltda. | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 1,042 | 1,442 | |||
Indemnification asset | |||||
Suppliers | 25 | ||||
Bonds | |||||
Vasta Platform (Successor) | Editora e Distribuidora Educacional S.A (“EDE”) | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 2,705 | ||||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | 737 | ||||
Bonds | |||||
Vasta Platform (Successor) | SGE Comercio De Material Didatico Ltda. | |||||
Related parties | |||||
Other receivables | [4] | 6 | |||
Trade receivables | 1,667 | 5 | |||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | 482 | ||||
Bonds | |||||
Vasta Platform (Successor) | Sistema P H De Ensino Ltda. | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 296 | 2,027 | |||
Indemnification asset | |||||
Other payments | [4] | 18 | |||
Loans | [5] | ||||
Suppliers | 8 | ||||
Bonds | |||||
Vasta Platform (Successor) | Somos Operacoes Escolares S.A. | |||||
Related parties | |||||
Other receivables | [4] | 42 | |||
Trade receivables | 211 | ||||
Indemnification asset | |||||
Other payments | [4] | 4,197 | |||
Loans | [5] | 29,192 | |||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Saber Servicos Educacionais S.A. | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 5,041 | ||||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | 1,640,947 | ||||
Vasta Platform (Successor) | Sociedade Educacional Doze De Outubro Ltda. | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | 31 | 232 | |||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
Vasta Platform (Successor) | Saber Servicos Educacionais as | |||||
Related parties | |||||
Other receivables | [4] | 1,012 | |||
Trade receivables | |||||
Indemnification asset | |||||
Other payments | [4] | ||||
Loans | [5] | ||||
Suppliers | |||||
Bonds | R$ 1638556 | ||||
Vasta Platform (Successor) | Editora E Distribuidora Educacional as | |||||
Related parties | |||||
Other receivables | [4] | ||||
Trade receivables | |||||
Indemnification asset | |||||
Other payments | [4] | 12,955 | |||
Loans | [5] | ||||
Suppliers | |||||
Bonds | |||||
[1] | Refers to other receivables related to cost sharing agreements where substantially Saber Serviços Educacionais (“Saber”), a Cogna Group entity, takes services from the Company; | ||||
[2] | Refers substantially to “Reverse Factoring” contracts for raw material purchases, specifically graphics and paper, which the Company reimburses Atica and Scipione. See item a, below; and | ||||
[3] | On April 1, 2020 the Company signed a loan agreement with Cogna Educação S.A. in the amount of R$ 20,000 bearing interest rate at CDI plus 3,75%. Until December 31, 2020 the Company recognized R$ 884 as interest expense on consolidated statement of Profit and Loss. | ||||
[4] | Refers exclusively to the collection of corporate expenses, which are: Payroll, Services with third parties and others (Note 19.c) | ||||
[5] | Refers to loans received by Somos Educação S.A with a maturity of 365 days and without interests, which can be postponed using an agreement addendum and subject to agreement by the counterparty or by Parent entity. |
Related parties - Vasta Platf_4
Related parties - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Transactions held with Related parties | |||||
Revenues | R$ 4911 | R$ 33822 | R$ 12700 | ||
Finance costs | 25,591 | 55,679 | 92,583 | [1] | |
Sistema P H De Ensino Ltda. | |||||
Transactions held with Related parties | |||||
Revenues | 3,267 | 5,776 | 1,909 | ||
Finance costs | [1] | ||||
Colegio Motivo Ltda. | |||||
Transactions held with Related parties | |||||
Revenues | 316 | 1,308 | |||
Finance costs | [1] | ||||
Acel Administracao de Cursos Educacionais Ltda | |||||
Transactions held with Related parties | |||||
Revenues | 283 | 1,230 | |||
Finance costs | [1] | ||||
Sociedade Educacional Doze De Outubro Ltda. | |||||
Transactions held with Related parties | |||||
Revenues | 134 | 295 | 1,770 | ||
Finance costs | [1] | ||||
Escola Mater Christi Ltda. | |||||
Transactions held with Related parties | |||||
Revenues | 120 | 246 | |||
Finance costs | [1] | ||||
Editora e Distribuidora Educacional S.A (“EDE”) | |||||
Transactions held with Related parties | |||||
Revenues | 592 | 1,841 | 469 | ||
Finance costs | [1] | ||||
Saber Servicos Educacionais S.A. | |||||
Transactions held with Related parties | |||||
Revenues | 1,254 | 4,642 | |||
Finance costs | 25,591 | 6,740 | 5,744 | [1] | |
Others | |||||
Transactions held with Related parties | |||||
Revenues | 72 | 134 | |||
Finance costs | [1] | ||||
Vasta Platform (Successor) | |||||
Transactions held with Related parties | |||||
Revenues | [2] | 4,911 | 12,700 | ||
Finance costs | [3] | 25,591 | 92,583 | ||
Vasta Platform (Successor) | Sistema P H De Ensino Ltda. | |||||
Transactions held with Related parties | |||||
Revenues | [2] | 3,267 | 4,642 | ||
Finance costs | [3] | ||||
Vasta Platform (Successor) | Colegio Motivo Ltda. | |||||
Transactions held with Related parties | |||||
Revenues | [2] | 316 | 1,909 | ||
Finance costs | [3] | ||||
Vasta Platform (Successor) | Acel Administracao de Cursos Educacionais Ltda | |||||
Transactions held with Related parties | |||||
Revenues | [2] | 283 | 1,307 | ||
Finance costs | [3] | ||||
Vasta Platform (Successor) | Sociedade Educacional Doze De Outubro Ltda. | |||||
Transactions held with Related parties | |||||
Revenues | [2] | 134 | 469 | ||
Finance costs | [3] | ||||
Vasta Platform (Successor) | Escola Mater Christi Ltda. | |||||
Transactions held with Related parties | |||||
Revenues | [2] | 120 | 311 | ||
Finance costs | [3] | ||||
Vasta Platform (Successor) | Colegio Integrado JAO | |||||
Transactions held with Related parties | |||||
Revenues | [2] | 127 | 511 | ||
Finance costs | [3] | ||||
Vasta Platform (Successor) | Editora e Distribuidora Educacional S.A (“EDE”) | |||||
Transactions held with Related parties | |||||
Revenues | [2] | 592 | 1,647 | ||
Finance costs | [3] | ||||
Vasta Platform (Successor) | Saber Servicos Educacionais S.A. | |||||
Transactions held with Related parties | |||||
Revenues | [2] | 1,770 | |||
Finance costs | [3] | 25,591 | 92,583 | ||
Vasta Platform (Successor) | Others | |||||
Transactions held with Related parties | |||||
Revenues | [2] | 72 | 134 | ||
Finance costs | [3] | ||||
[1] | Refers to debentures interest; see Note 14. | ||||
[2] | Primarily refers to the amounts arising from the direct sales of printed books and learning systems to other entities of Cogna’s Group for resale to its direct clients. | ||||
[3] | As described in note 13, refers to bonds subscribed by SABER as of December 31, 2018 and by SOMOS as of October 11, 2018. |
Related parties - Vasta Platf_5
Related parties - Vasta Platform - Textual (Successor) (Details 3) R$ in Thousands | Dec. 06, 2019BRL (R$) | Nov. 11, 2019BRL (R$) | Nov. 06, 2019BRL (R$) | Dec. 31, 2019BRL (R$) | Dec. 31, 2018BRL (R$) | Dec. 31, 2020BRL (R$) | Dec. 31, 2019BRL (R$) |
Transactions held with Related parties | |||||||
Suppliers - related parties | R$ 207174 | R$ 207174 | |||||
Finance costs | R$ 6817 | 13,854 | 24,612 | ||||
Indemnification asset | R$ 153714 | 149,600 | |||||
Copyright license | |||||||
Transactions held with Related parties | |||||||
Agreement term | 3 years | ||||||
Related parties | |||||||
Transactions held with Related parties | |||||||
Indemnification asset | R$ 1537 | 1,496 | |||||
Related parties | Trademark license | |||||||
Transactions held with Related parties | |||||||
Agreement term | 20 years | ||||||
Trademark | R$ 0 | ||||||
Number of license agreements | 2 | ||||||
Vasta Platform (Successor) | |||||||
Transactions held with Related parties | |||||||
Suppliers - related parties | 207,174 | 230,816 | 207,174 | ||||
Finance costs | 6,817 | 24,612 | |||||
Indemnification asset | 149,600 | R$ 149600 | |||||
Vasta Platform (Successor) | Copyright license | |||||||
Transactions held with Related parties | |||||||
Agreement term | 3 years | ||||||
Vasta Platform (Successor) | Related parties | |||||||
Transactions held with Related parties | |||||||
Suppliers - related parties | 207,174 | 230,816 | R$ 207174 | ||||
Finance costs | R$ 6817 | R$ 24612 | |||||
Indemnification asset | R$ 149600 | ||||||
Vasta Platform (Successor) | Related parties | Trademark license | |||||||
Transactions held with Related parties | |||||||
Agreement term | 20 years | ||||||
Trademark | R$ 0 | ||||||
Number of license agreements | 2 | ||||||
Vasta Platform (Successor) | Related parties | Editora e Distribuidora Educacional S.A (“EDE”) | Copyright license | |||||||
Transactions held with Related parties | |||||||
Copyright license | R$ 0 | ||||||
Agreement term | 3 years | ||||||
Vasta Platform (Successor) | Related parties | Editora e Distribuidora Educacional S.A (“EDE”) | Trademark license | |||||||
Transactions held with Related parties | |||||||
Agreement term | 20 years | ||||||
Trademark | R$ 0 |
Related parties - Lease and sub
Related parties - Lease and sublease agreements - Vasta Platform (Successor) (Details 4) - Vasta Platform (Successor) R$ in Thousands | Dec. 05, 2019BRL (R$) |
Editora e Distribuidora Educacional S.A (“EDE”) | Somos - Anglo | |
Transactions held with Related parties | |
Sale Leaseback Transactions, Monthly Rental Payments | R$ 390 |
Somos - Anglo | Editora Scipione S.A. | |
Transactions held with Related parties | |
Sale Leaseback Transactions, Monthly Rental Payments | 439 |
Somos - Anglo | Editora Scipione S.A. | Pernambuco (Recife) | |
Transactions held with Related parties | |
Operating lease transaction, Monthly rental payments | R$ 35 |
Maturity term | 60 months |
Somos - Anglo | Editora Scipione S.A. | Bahia (Salvador) | |
Transactions held with Related parties | |
Operating lease transaction, Monthly rental payments | R$ 35 |
Maturity term | 60 months |
Somos - Anglo | SGE Comercio De Material Didatico Ltda. | |
Transactions held with Related parties | |
Sale Leaseback Transactions, Monthly Rental Payments | R$ 15 |
Somos - Anglo | Somos Idiomas SA | |
Transactions held with Related parties | |
Sale Leaseback Transactions, Monthly Rental Payments | 3 |
Somos - Anglo | Saraiva Educacao S.A. | |
Transactions held with Related parties | |
Sale Leaseback Transactions, Monthly Rental Payments | 113 |
Somos - Anglo | Livraria Livro Facil Ltda | |
Transactions held with Related parties | |
Sale Leaseback Transactions, Monthly Rental Payments | 82 |
Somos - Anglo | Editora e Distribuidora Educacional S.A (“EDE”) | |
Transactions held with Related parties | |
Sale Leaseback Transactions, Monthly Rental Payments | R$ 43 |
Related parties - Vasta Platf_6
Related parties - Vasta Platform (Successor) (Details 5) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Transactions held with Related parties | |||
Short-term employee benefits | R$ 155 | R$ 6982 | R$ 11430 |
Share-based compensation plan | 475 | 33,594 | 1,372 |
Total key management personnel compensation expenses | 630 | R$ 40576 | 12,802 |
Vasta Platform (Successor) | |||
Transactions held with Related parties | |||
Short-term employee benefits | 155 | 11,430 | |
Share-based compensation plan | 475 | 1,372 | |
Total key management personnel compensation expenses | R$ 630 | R$ 12802 |
Provision for tax, civil and _8
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 | |
Disclosure of contingent liabilities [line items] | |||||
Proceedings whose likelihood of loss is probable | R$ 582315 | R$ 567750 | |||
Liabilities assumed in Business Combination | 31,618 | 41,257 | |||
Total of provision for tax, civil and labor losses | 613,933 | 609,007 | R$ 554565 | ||
Vasta Platform (Successor) | |||||
Disclosure of contingent liabilities [line items] | |||||
Proceedings whose likelihood of loss is probable | 567,750 | 513,335 | |||
Liabilities assumed in Business Combination | 41,257 | 41,230 | |||
Total of provision for tax, civil and labor losses | 609,007 | 554,565 | R$ 544328 | ||
Tax proceedings (i) | |||||
Disclosure of contingent liabilities [line items] | |||||
Proceedings whose likelihood of loss is probable | [1] | 575,724 | 557,782 | ||
Total of provision for tax, civil and labor losses | 572,724 | 557,783 | 502,764 | ||
Tax proceedings (i) | Vasta Platform (Successor) | |||||
Disclosure of contingent liabilities [line items] | |||||
Proceedings whose likelihood of loss is probable | [2] | 557,782 | 502,764 | ||
Total of provision for tax, civil and labor losses | 557,782 | 502,764 | 492,551 | ||
Labor proceedings (ii) | |||||
Disclosure of contingent liabilities [line items] | |||||
Proceedings whose likelihood of loss is probable | [3] | 6,591 | 9,967 | ||
Liabilities assumed in Business Combination | [3] | 31,305 | 41,226 | ||
Total of provision for tax, civil and labor losses | 37,896 | 51,193 | 49,652 | ||
Labor proceedings (ii) | Vasta Platform (Successor) | |||||
Disclosure of contingent liabilities [line items] | |||||
Proceedings whose likelihood of loss is probable | [4] | 9,967 | 10,565 | ||
Liabilities assumed in Business Combination | [4] | 41,226 | 39,087 | ||
Total of provision for tax, civil and labor losses | 51,193 | 49,652 | 49,637 | ||
Civil proceedings | |||||
Disclosure of contingent liabilities [line items] | |||||
Proceedings whose likelihood of loss is probable | 1 | ||||
Liabilities assumed in Business Combination | 313 | 31 | |||
Total of provision for tax, civil and labor losses | R$ 313 | 31 | 2,149 | ||
Civil proceedings | Vasta Platform (Successor) | |||||
Disclosure of contingent liabilities [line items] | |||||
Proceedings whose likelihood of loss is probable | 1 | 6 | |||
Liabilities assumed in Business Combination | 31 | 2,143 | |||
Total of provision for tax, civil and labor losses | R$ 32 | R$ 2149 | R$ 2140 | ||
[1] | Primarily refers to income tax positions taken by the predecessor Somos (Vasta Predecessor) and the Company (Sucessor) in connection with a corporate restructuring held by the predecessor in . In , given a tax assessment via an Infraction Notice received by the predecessor for certain periods opened for tax audit coupled with unfavorable jurisprudence on a similar tax case also reached in , the Company reassessed this income tax position and recorded a liability, including interest and penalties, in the Consolidated Carve-out Financial Statements, | ||||
[2] | Primarily refers to income tax positions taken by the predecessor Somos Anglo and the Successor in connection with a corporate reorganization 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 an unfavorable jurisprudence on a similar tax case also reached in 2018, the Business reassessed this income tax position and recorded a liability, including interest and penalties, in the combined carve-out financial statements. | ||||
[3] | The Company is a party to labor demands, which mostly refer to proportional vacation, salary differential, night shift premium, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. | ||||
[4] | The Business is a party to labor demands, which the most frequent cases refer to holiday proportional, salary differential, night additional pay, overtime, social charges, among others. There are no individual labor demands with material values that require specific disclosure. |
Provision for tax, civil and _9
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in provision | |||
Beginning balance | R$ 609007 | R$ 554565 | |
Additions | 13,174 | 20,537 | |
Reversals | (13,829) | 7,523 | |
Interest | 13,297 | 41,428 | |
Total effect on the results | 15,537 | 54,442 | |
Payments | (7,716) | ||
Ending balance | R$ 554565 | 613,933 | 609,007 |
Reconciliation with profit or loss for the period | |||
Finance expense | (13,297) | (41,428) | |
General and administrative expenses | (11,737) | (4,198) | |
General and administrative expenses | 13,829 | 7,523 | |
Income tax and social contribution | (1,437) | (16,339) | |
Addition (Total) | 13,174 | 20,537 | |
Reversal (Total) | (13,829) | 7,523 | |
Interest (Total) | 13,297 | 41,428 | |
Vasta Platform (Successor) | |||
Changes in provision | |||
Beginning balance | 609,007 | 554,565 | |
Additions | 3,672 | 20,537 | |
Reversals | (26) | (7,523) | |
Interest | 6,591 | 41,428 | |
Total effect on the results | 54,442 | 54,442 | |
Ending balance | 554,565 | 609,007 | |
Reconciliation with profit or loss for the period | |||
Finance expense | (6,591) | (41,428) | |
General and administrative expenses | (7) | (4,198) | |
General and administrative expenses | 26 | 7,523 | |
Income tax and social contribution | (3,665) | (16,339) | |
Addition (Total) | 3,672 | 20,537 | |
Reversal (Total) | (26) | (7,523) | |
Interest (Total) | 6,591 | 41,428 | |
Tax proceedings (i) | |||
Changes in provision | |||
Beginning balance | 557,783 | 502,764 | |
Additions | 10,651 | 16,339 | |
Reversals | (4,189) | (699) | |
Interest | 11,479 | 39,379 | |
Total effect on the results | 20,836 | 55,019 | |
Payments | |||
Ending balance | 502,764 | 572,724 | 557,783 |
Reconciliation with profit or loss for the period | |||
Addition (Total) | 10,651 | 16,339 | |
Reversal (Total) | (4,189) | (699) | |
Interest (Total) | 11,479 | 39,379 | |
Tax proceedings (i) | Vasta Platform (Successor) | |||
Changes in provision | |||
Beginning balance | 557,782 | 502,764 | |
Additions | 3,665 | 16,339 | |
Reversals | (699) | ||
Interest | 6,548 | 39,378 | |
Total effect on the results | 10,213 | 55,018 | |
Ending balance | 502,764 | 557,782 | |
Reconciliation with profit or loss for the period | |||
Addition (Total) | 3,665 | 16,339 | |
Reversal (Total) | (699) | ||
Interest (Total) | 6,548 | 39,378 | |
Labor proceedings (ii) | |||
Changes in provision | |||
Beginning balance | 51,193 | 49,652 | |
Additions | 2,093 | 4,133 | |
Reversals | (9,538) | (4,585) | |
Interest | 1,805 | 1,993 | |
Total effect on the results | (5,640) | 1,541 | |
Payments | (7,657) | ||
Ending balance | 49,652 | 37,896 | 51,193 |
Reconciliation with profit or loss for the period | |||
Addition (Total) | 2,093 | 4,133 | |
Reversal (Total) | (9,538) | (4,585) | |
Interest (Total) | 1,805 | 1,993 | |
Labor proceedings (ii) | Vasta Platform (Successor) | |||
Changes in provision | |||
Beginning balance | 51,193 | 49,652 | |
Additions | 6 | 4,133 | |
Reversals | (26) | (4,585) | |
Interest | 35 | 1,993 | |
Total effect on the results | 1,541 | 1,541 | |
Ending balance | 49,652 | 51,193 | |
Reconciliation with profit or loss for the period | |||
Addition (Total) | 6 | 4,133 | |
Reversal (Total) | (26) | (4,585) | |
Interest (Total) | 35 | 1,993 | |
Civil proceedings | |||
Changes in provision | |||
Beginning balance | 31 | 2,149 | |
Additions | 430 | 65 | |
Reversals | (102) | (2,239) | |
Interest | 13 | 56 | |
Total effect on the results | 341 | (2,118) | |
Payments | (59) | ||
Ending balance | 2,149 | 313 | 31 |
Reconciliation with profit or loss for the period | |||
Addition (Total) | 430 | 65 | |
Reversal (Total) | (102) | (2,239) | |
Interest (Total) | 13 | 56 | |
Civil proceedings | Vasta Platform (Successor) | |||
Changes in provision | |||
Beginning balance | R$ 32 | 2,149 | |
Additions | 1 | 65 | |
Reversals | (2,239) | ||
Interest | 8 | 57 | |
Total effect on the results | (2,117) | (2,117) | |
Ending balance | 2,149 | 32 | |
Reconciliation with profit or loss for the period | |||
Addition (Total) | 1 | 65 | |
Reversal (Total) | (2,239) | ||
Interest (Total) | R$ 8 | R$ 57 |
Provision for tax, civil and_10
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts - Vasta Platform (Successor) (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of contingent liabilities [line items] | ||||
Indemnification asset | [1] | R$ 153714 | R$ 149600 | |
Total | 172,748 | 172,932 | ||
Vasta Platform (Successor) | ||||
Disclosure of contingent liabilities [line items] | ||||
Contingent assets arising from proceedings | [2] | 15,482 | R$ 10028 | |
Indemnification asset | [3] | 149,600 | 149,600 | |
Total | 172,932 | 168,452 | ||
Cogna Group | ||||
Disclosure of contingent liabilities [line items] | ||||
Indemnification asset | 2,003 | 5,476 | ||
Cogna Group | Vasta Platform (Successor) | ||||
Disclosure of contingent liabilities [line items] | ||||
Indemnification asset | 5,476 | 6,681 | ||
Tax proceedings | ||||
Disclosure of contingent liabilities [line items] | ||||
Contingent assets arising from proceedings | 2,004 | 1,419 | ||
Tax proceedings | Vasta Platform (Successor) | ||||
Disclosure of contingent liabilities [line items] | ||||
Contingent assets arising from proceedings | 1,419 | 1,410 | ||
Labor proceedings | ||||
Disclosure of contingent liabilities [line items] | ||||
Contingent assets arising from proceedings | 955 | |||
Labor proceedings | Vasta Platform (Successor) | ||||
Disclosure of contingent liabilities [line items] | ||||
Contingent assets arising from proceedings | 955 | 733 | ||
Escrow-account (ii) | ||||
Disclosure of contingent liabilities [line items] | ||||
Indemnification asset | [4] | R$ 15027 | 15,482 | |
Escrow-account (ii) | Vasta Platform (Successor) | ||||
Disclosure of contingent liabilities [line items] | ||||
Total | R$ 172932 | R$ 168452 | ||
[1] | Refers to an indemnification asset from the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$153,714 (R$ 149,600 on December 31, 2019). See Note 20. This asset is indexed to CDI (Certificates of Interbank Deposits). | |||
[2] | Refers to guarantees received in past business combinations related to loss contingencies whose likelihood of loss is probable, and therefore which responsibility lies with the former owners. According to the Sale Agreement, these former owners would reimburse the Business in case of payments are required if and when contingencies materialize. | |||
[3] | Refers to an indemnification asset from the seller in connection with the acquisition of Somos by Cogna Group and recognized at the date of the business combination disclosed at note 2, in order to indemnify the Business for any and all losses that may be incurred related to all contingencies or lawsuits events related to the Predecessor up to the maximum amount of R$149.6 million. At December 31, 2019, the Business and its Parent Entity signed an agreement to legally bind this indemnification. See note 19b. | |||
[4] | Refers to guarantees received as a consequence of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize. |
Current and Deferred Income T_9
Current and Deferred Income Tax and Social Contribution - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current and Deferred Income Tax and Social Contribution | |||
(Loss) Profit before income tax and social contribution | R$ 3690 | R$ 71053 | R$ 90315 |
Combined nominal statutory rate of income tax and social contribution | 34.00% | 34.00% | 34.00% |
IRPJ and CSLL calculated at the nominal rates | R$ 1255 | R$ 24158 | R$ 30707 |
Permanent exclusion (additions) | (3,475) | 1,246 | (1,100) |
Income tax and social contribution | (4,730) | 25,404 | 29,607 |
Current IRPJ and CSLL in the result | (4,750) | 7,874 | (22,113) |
Deferred IRPJ and CSLL in the result | 20 | 17,530 | 51,720 |
Total income tax and social contribution | (4,730) | R$ 25404 | 29,607 |
Vasta Platform (Successor) | |||
Current and Deferred Income Tax and Social Contribution | |||
(Loss) Profit before income tax and social contribution | R$ 3690 | R$ 90315 | |
Combined nominal statutory rate of income tax and social contribution | 34.00% | 34.00% | |
IRPJ and CSLL calculated at the nominal rates | R$ 1255 | R$ 30707 | |
Permanent exclusion (additions) | (3,475) | (1,100) | |
Income tax and social contribution | (4,730) | 29,607 | |
Current IRPJ and CSLL in the result | (4,750) | (22,113) | |
Deferred IRPJ and CSLL in the result | 20 | 51,720 | |
Total income tax and social contribution | R$ 4730 | R$ 29607 |
Current and Deferred Income _10
Current and Deferred Income Tax and Social Contribution - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 11, 2018 | Oct. 10, 2018 | ||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | R$ 87971 | R$ 88546 | R$ 57340 | R$ 87951 | ||||||
First adoption of IFRS 16 | 1,508 | |||||||||
Effect on profit (loss) | 20 | 17,530 | 51,720 | |||||||
Deferred Assets, net at end of period | 87,971 | 88,546 | (57,340) | 87,951 | ||||||
Derecognized through Parent's Net Investment | (83,859) | |||||||||
Income tax and social contribution losses carryforwards | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 110,499 | 182,257 | [1] | 31,353 | [1] | 119,557 | ||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (9,058) | 137,228 | [1] | 6,573 | ||||||
Deferred Assets, net at end of period | 110,499 | 182,257 | [1] | 31,353 | [1] | 119,557 | ||||
Impairment losses on trade receivables | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 6,532 | 9,543 | 6,730 | 9,068 | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (2,536) | 2,813 | 1,129 | |||||||
Deferred Assets, net at end of period | 6,532 | 9,543 | 6,730 | 9,068 | ||||||
Provision for obsolete inventories | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 24,619 | 3,263 | 7,753 | 25,906 | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (1,287) | (4,490) | (19,289) | |||||||
Deferred Assets, net at end of period | 24,619 | 3,263 | 7,753 | 25,906 | ||||||
Imputed interest on suppliers | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | (10,366) | (744) | (3,303) | (428) | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (9,938) | 2,559 | 8,477 | |||||||
Deferred Assets, net at end of period | (10,366) | (744) | (3,303) | (428) | ||||||
Provision for risks of tax, civil and labor losses | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 5,867 | 19,138 | 20,189 | 3,624 | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | 2,243 | (1,051) | 15,497 | |||||||
Deferred Assets, net at end of period | 5,867 | 19,138 | 20,189 | 3,624 | ||||||
Refund liabilities and right to returned goods | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 17,967 | 10,903 | 14,998 | 12,162 | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | 5,805 | (4,095) | (6,170) | |||||||
Deferred Assets, net at end of period | 17,967 | 10,903 | 14,998 | 12,162 | ||||||
Lease Liabilities | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 4,764 | 3,594 | ||||||||
First adoption of IFRS 16 | 1,508 | |||||||||
Effect on profit (loss) | 1,170 | 1,308 | ||||||||
Deferred Assets, net at end of period | 4,764 | 3,594 | ||||||||
Goodwill and fair value adjustments on business combination | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | (77,892) | [2] | (150,598) | [3] | (30,486) | [3] | (90,889) | [2] | ||
First adoption of IFRS 16 | [2] | |||||||||
Effect on profit (loss) | 12,997 | [2] | (120,112) | [3] | 46,574 | [2] | ||||
Deferred Assets, net at end of period | (77,892) | [2] | (150,598) | [3] | (30,486) | [3] | (90,889) | [2] | ||
Other temporary difference | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 10,745 | 10,020 | 6,512 | 8,951 | ||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | 1,794 | 3,508 | (2,379) | |||||||
Deferred Assets, net at end of period | 10,745 | R$ 10020 | 6,512 | 8,951 | ||||||
Vasta Platform (Successor) | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 87,971 | 57,340 | 87,951 | |||||||
First adoption of IFRS 16 | 1,508 | |||||||||
Effect on profit (loss) | 20 | 51,720 | ||||||||
Effect on Parent's Net Investment | [4] | (83,859) | ||||||||
Deferred Assets, net at end of period | 87,971 | 57,340 | 87,951 | |||||||
Deferred income tax recorded on Business Combination | 0 | |||||||||
Derecognized through Parent's Net Investment | (84,055) | |||||||||
Adjusted temporary differences through Parent's Net Investment | 1,860 | |||||||||
Vasta Platform (Successor) | Income tax and social contribution losses carryforwards | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | [4] | 110,499 | 31,353 | 119,557 | ||||||
First adoption of IFRS 16 | [4] | |||||||||
Effect on profit (loss) | [4] | (9,058) | 6,573 | |||||||
Effect on Parent's Net Investment | [4] | (85,719) | ||||||||
Deferred Assets, net at end of period | [4] | 110,499 | 31,353 | 119,557 | ||||||
Vasta Platform (Successor) | Impairment losses on trade receivables | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 6,532 | 6,730 | 9,068 | |||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (2,536) | 1,129 | ||||||||
Effect on Parent's Net Investment | [4] | (931) | ||||||||
Deferred Assets, net at end of period | 6,532 | 6,730 | 9,068 | |||||||
Vasta Platform (Successor) | Provision for obsolete inventories | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 24,619 | 7,753 | 25,906 | |||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (1,287) | (19,289) | ||||||||
Effect on Parent's Net Investment | [4] | 2,423 | ||||||||
Deferred Assets, net at end of period | 24,619 | 7,753 | 25,906 | |||||||
Vasta Platform (Successor) | Imputed interest on suppliers | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | (10,366) | (3,303) | (428) | |||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | (9,938) | 8,477 | ||||||||
Effect on Parent's Net Investment | [4] | (1,414) | ||||||||
Deferred Assets, net at end of period | (10,366) | (3,303) | (428) | |||||||
Vasta Platform (Successor) | Provision for risks of tax, civil and labor losses | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 5,867 | 20,189 | 3,624 | |||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | 2,243 | 15,497 | ||||||||
Effect on Parent's Net Investment | [4] | (1,175) | ||||||||
Deferred Assets, net at end of period | 5,867 | 20,189 | 3,624 | |||||||
Vasta Platform (Successor) | Refund liabilities and right to returned goods | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 17,967 | 14,998 | 12,162 | |||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | 5,805 | (6,170) | ||||||||
Effect on Parent's Net Investment | [4] | 3,201 | ||||||||
Deferred Assets, net at end of period | 17,967 | 14,998 | 12,162 | |||||||
Vasta Platform (Successor) | Lease Liabilities | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 3,594 | |||||||||
First adoption of IFRS 16 | 1,508 | |||||||||
Effect on profit (loss) | 1,308 | |||||||||
Effect on Parent's Net Investment | [4] | 778 | ||||||||
Deferred Assets, net at end of period | 3,594 | |||||||||
Vasta Platform (Successor) | Goodwill and fair value adjustments on business combination | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | [5] | (77,892) | (30,486) | (90,889) | ||||||
First adoption of IFRS 16 | [5] | |||||||||
Effect on profit (loss) | [5] | 12,997 | 46,574 | |||||||
Effect on Parent's Net Investment | [4],[5] | 832 | ||||||||
Deferred Assets, net at end of period | [5] | (77,892) | (30,486) | (90,889) | ||||||
Vasta Platform (Successor) | Other temporary difference | ||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||
Deferred Assets, net at beginning of period | 10,745 | 6,512 | 8,951 | |||||||
First adoption of IFRS 16 | ||||||||||
Effect on profit (loss) | 1,794 | (2,379) | ||||||||
Effect on Parent's Net Investment | [4] | (1,854) | ||||||||
Deferred Assets, net at end of period | R$ 10745 | R$ 6512 | R$ 8951 | |||||||
[1] | Refers to tax losses carryforwards accumulated supported by the Company’s forecasts of the future profitability. | |||||||||
[2] | On December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ (83,859), upon the conclusion of the legal entity structure that was completed via the comprehensive corporate restructuring and the difference between tax bases of legal entity and amount recognized based on a separate return method for the carve-out operation. | |||||||||
[3] | Goodwill and fair value adjustments on business combination comprise three components, being (i) goodwill and fair value adjustment of prior business combination by predecessor Somos Anglo; (ii) amortization of fair value adjustment related to acquisition of the predecessor Somos Anglo by the successor Vasta; and (iii) deductibility of the acquisition goodwill for tax purpose allowed by tax law. | |||||||||
[4] | On December 31 and October 31, 2018 this amount was related to deferred income tax asset on tax losses carryforward calculated based on a separate return method for the carve-out operations which, on December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ (84,055), upon the conclusion of the legal entity structure that was completed via the comprehensive corporate restructuring mentioned in note 1. In addition, the temporary differences was also adjusted through Parent´s Net Investiment in net amount of R$ 1,860 related to difference between tax bases of legal entity and amount recognized based on a separate return method for the carve-out operation. | |||||||||
[5] | As discussed in note 2, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Business (i.e. when the Business merges or spin off the businesses acquired) and therefore the tax and accounting basis of the net assets acquired are the same as of the acquisition date. In this regard, as the Business considers it will be entitled to the deductibility of the amortization or depreciation of the net assets acquired after the completion of the corporate restructuring referred to in note 1 above, no deferred income tax was recorded on this Business Combination, except for the portion of goodwill and fair value adjustments of prior business combinations carried out by the Predecessor Somos Anglo which does not have a tax basis (for tax purposes goodwill and fair value adjustments are comprised oftwocomponents being the first component goodwill and fair value adjustment of prior business combination and the second component being the acquisition of the predecessor by the successor). Therefore deferred income tax liability refers to the first component previously mentioned specifically for fair value adjustments once, as required by IFRS, deferred income tax liabilities is not recognized in the initial recognition of goodwill. |
Shareholder's Equity - Vasta Pl
Shareholder's Equity - Vasta Platform (Successor) (Details) R$ / shares in Units, R$ in Thousands | Sep. 03, 2018shares | Dec. 31, 2018BRL (R$) | Jul. 31, 2020sharesR$ / shares | Dec. 31, 2020BRL (R$)shares | Dec. 31, 2019BRL (R$)sharesR$ / shares |
Share-base compensation plan on combined carve-out financial statements from October 11, 2018 to July 31,2020 – note2a) | |||||
Number of outstanding restricted shares | 932,603 | ||||
Effects on Consolidated Statement of Profit or Loss | R$ | R$ 63331 | ||||
Cogna Group | |||||
Share-base compensation plan on combined carve-out financial statements from October 11, 2018 to July 31,2020 – note2a) | |||||
Number of outstanding restricted shares | 29,736 | ||||
Cogna Group | Restricted share-based compensation plan | |||||
Share-base compensation plan on combined carve-out financial statements from October 11, 2018 to July 31,2020 – note2a) | |||||
Percentage of the Cogna Group’s total share capital under the plan | 1.18% | ||||
Period under which company is obligated to to transfer the restricted shares under the plan | 10 days | ||||
Period of continuing employment relationship for employees or officers to be eligible for getting share | 3 years | ||||
Number of outstanding restricted shares | 159,919 | ||||
Grant date fair value | R$ / shares | R$ 10.58 | ||||
Effects on Consolidated Statement of Profit or Loss | R$ | R$ 475 | R$ 686 | R$ 1372 | ||
Cogna Group | Restricted share-based compensation plan | Vasta Platform (Successor) | |||||
Share-base compensation plan on combined carve-out financial statements from October 11, 2018 to July 31,2020 – note2a) | |||||
Number of instruments granted in share-based payment arrangement | 19,416,233 | ||||
Percentage of the Cogna Group’s total share capital under the plan | 1.18% | ||||
Period under which company is obligated to to transfer the restricted shares under the plan | 10 days | ||||
Period of continuing employment relationship for employees or officers to be eligible for getting share | 3 years | ||||
Number of outstanding restricted shares | 159,919 | ||||
Grant date fair value | R$ / shares | R$ 10.58 | ||||
Effects on Consolidated Statement of Profit or Loss | R$ | R$ 475 | R$ 1372 |
Net Revenue from sales and Se_8
Net Revenue from sales and Services - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Net Revenue from sales and Services | ||||
Gross revenue | R$ 284148 | R$ 1111739 | R$ 1110157 | |
Deductions from gross revenue | ||||
Taxes | (3,193) | (6,431) | (9,292) | |
Discounts | (3,687) | (8,609) | (38,901) | |
Returns | (30,907) | (99,071) | (72,281) | |
Net revenue | 246,361 | 997,628 | 989,683 | |
Sales | 241,221 | 967,374 | 971,250 | |
Services | 5,140 | 30,254 | 18,433 | |
Net revenue | 246,361 | 997,628 | 989,683 | |
Vasta Platform (Successor) | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 283,989 | 1,110,157 | ||
Deductions from gross revenue | ||||
Taxes | (3,033) | (9,292) | ||
Discounts | (3,687) | (38,901) | ||
Returns | (30,370) | (72,281) | ||
Net revenue | 246,361 | 989,683 | ||
Sales | 241,221 | 971,250 | ||
Services | 5,140 | 18,433 | ||
Net revenue | 246,361 | 989,683 | ||
Total Content & EdTech Platform | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 273,247 | 1,014,107 | 997,805 | |
Deductions from gross revenue | ||||
Taxes | (2,712) | (4,171) | (6,053) | |
Discounts | (3,687) | (8,609) | (38,901) | |
Returns | (30,369) | (92,921) | (70,592) | |
Net revenue | 236,479 | 908,406 | 882,259 | |
Net revenue | 236,479 | 908,406 | 882,259 | |
Total Content & EdTech Platform | Vasta Platform (Successor) | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 273,088 | 997,805 | ||
Deductions from gross revenue | ||||
Taxes | (2,552) | (6,053) | ||
Discounts | (3,687) | (38,901) | ||
Returns | (30,370) | (70,592) | ||
Net revenue | 236,479 | 882,259 | ||
Net revenue | 236,479 | 882,259 | ||
Learning Systems | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 101,097 | 608,200 | 542,070 | |
Deductions from gross revenue | ||||
Taxes | (624) | (40) | (79) | |
Discounts | (3,263) | (8,603) | (37,989) | |
Returns | (1,443) | (17,553) | (9,350) | |
Net revenue | 95,767 | 582,003 | 494,652 | |
Net revenue | 95,767 | 582,003 | 494,652 | |
Learning Systems | Vasta Platform (Successor) | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 101,097 | 542,070 | ||
Deductions from gross revenue | ||||
Taxes | (624) | (79) | ||
Discounts | (3,263) | (37,989) | ||
Returns | (1,443) | (9,350) | ||
Net revenue | 95,767 | 494,652 | ||
Net revenue | 95,767 | 494,652 | ||
Textbooks | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 138,017 | 308,298 | 339,535 | |
Deductions from gross revenue | ||||
Taxes | (858) | (250) | (2,251) | |
Discounts | ||||
Returns | (28,867) | (72,488) | (58,757) | |
Net revenue | 108,292 | 235,560 | 278,527 | |
Net revenue | 108,292 | 235,560 | 278,527 | |
Textbooks | Vasta Platform (Successor) | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 138,017 | 339,535 | ||
Deductions from gross revenue | ||||
Taxes | (858) | (2,251) | ||
Returns | (28,867) | (58,757) | ||
Net revenue | 108,292 | 278,527 | ||
Net revenue | 108,292 | 278,527 | ||
Complementary Education Services | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 1,725 | 63,491 | 33,106 | |
Deductions from gross revenue | ||||
Taxes | (17) | (37) | ||
Discounts | (6) | (1) | ||
Returns | (39) | (2,880) | (1,880) | |
Net revenue | 1,686 | 60,588 | 31,188 | |
Net revenue | 1,686 | 60,588 | 31,188 | |
Complementary Education Services | Vasta Platform (Successor) | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 1,565 | 33,106 | ||
Deductions from gross revenue | ||||
Taxes | 160 | (37) | ||
Discounts | (1) | |||
Returns | (39) | (1,880) | ||
Net revenue | 1,686 | 31,188 | ||
Net revenue | 1,686 | 31,188 | ||
Other services | ||||
Net Revenue from sales and Services | ||||
Gross revenue | [1] | 32,408 | 34,118 | 83,094 |
Deductions from gross revenue | ||||
Taxes | [1] | (1,230) | (3,864) | (3,686) |
Discounts | [1] | (424) | (911) | |
Returns | [1] | (20) | (605) | |
Net revenue | [1] | 30,734 | 30,254 | 77,892 |
Net revenue | [1] | 30,734 | 30,254 | 77,892 |
Other services | Vasta Platform (Successor) | ||||
Net Revenue from sales and Services | ||||
Gross revenue | [2] | 32,408 | 83,094 | |
Deductions from gross revenue | ||||
Taxes | [2] | (1,230) | (3,686) | |
Discounts | [2] | (424) | (911) | |
Returns | [2] | (20) | (605) | |
Net revenue | [2] | 30,734 | 77,892 | |
Net revenue | [2] | 30,734 | 77,892 | |
Total Digital Services Platform - Ecommerce | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 10,901 | 97,632 | 112,352 | |
Deductions from gross revenue | ||||
Taxes | (481) | (2,261) | (3,239) | |
Returns | (538) | (6,149) | (1,689) | |
Net revenue | 9,882 | 89,222 | 107,424 | |
Net revenue | 9,882 | R$ 89222 | 107,424 | |
Total Digital Services Platform - Ecommerce | Vasta Platform (Successor) | ||||
Net Revenue from sales and Services | ||||
Gross revenue | 10,901 | 112,352 | ||
Deductions from gross revenue | ||||
Taxes | (481) | (3,239) | ||
Discounts | ||||
Returns | (538) | (1,689) | ||
Net revenue | 9,882 | 107,424 | ||
Net revenue | R$ 9882 | R$ 107424 | ||
[1] | Refers also to revenue from sales of textbooks used in preparatory courses for university admission exams. | |||
[2] | Refers also to revenue from textbook sales of preparatory course for university admission exams. |
Costs and Expenses by Nature _6
Costs and Expenses by Nature - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Costs and expenses by nature | ||||
Salaries and payroll charges | [1] | R$ 62376 | R$ 279523 | R$ 200621 |
Raw materials and productions costs | (27,267) | (216,791) | (238,635) | |
Depreciation and amortization | (21,770) | (174,088) | (164,932) | |
Editorial costs | (21,638) | (52,794) | (61,281) | |
Copyright | (20,473) | (59,597) | (61,975) | |
Advertising and publicity | (17,091) | (88,965) | (60,416) | |
Utilities, cleaning and security | (9,379) | (19,499) | (11,869) | |
Rent and condominium fees | (7,929) | (14,278) | (20,375) | |
Third-party services | (3,817) | (23,904) | (26,406) | |
Travel | (3,664) | (8,760) | (12,471) | |
Consulting and advisory services | (2,910) | (25,269) | (16,028) | |
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) | |
Material | (1,762) | (3,708) | (1,087) | |
Taxes and contributions | (267) | (2,066) | (3,278) | |
Reversal (provision) for tax, civil and labor risks | 19 | 2,092 | 3,325 | |
Provision for obsolete inventories | 3,098 | (4,057) | (6,831) | |
Other expenses | (5,858) | 4,283 | (20,052) | |
Costs and Expenses by Nature | (205,367) | R$ 970256 | (907,229) | |
Vasta Platform (Successor) | ||||
Costs and expenses by nature | ||||
Salaries and payroll charges | (62,376) | (200,621) | ||
Raw materials and productions costs | (27,267) | (238,635) | ||
Depreciation and amortization | (21,770) | (164,932) | ||
Editorial costs | (21,638) | (61,281) | ||
Copyright | (20,473) | (61,975) | ||
Advertising and publicity | (17,091) | (60,416) | ||
Utilities, cleaning and security | (9,379) | (11,869) | ||
Rent and condominium fees | (7,929) | (20,375) | ||
Third-party services | (3,817) | (26,406) | ||
Travel | (3,664) | (12,471) | ||
Consulting and advisory services | (2,910) | (16,028) | ||
Impairment losses on trade receivables | (2,283) | (4,297) | ||
Material | (1,762) | (1,087) | ||
Taxes and contributions | (267) | (3,278) | ||
Reversal (provision) for tax, civil and labor risks | 19 | 3,325 | ||
Provision for obsolete inventories | 3,098 | (6,831) | ||
Other expenses | (5,858) | (20,052) | ||
Costs and Expenses by Nature | R$ 205367 | R$ 907229 | ||
[1] | Increase impacted by Bonus IPO expenses recognized in the statement of consolidated Profit and loss, amount R$ and also business acquisitions occurred in 2020. |
Costs and Expenses by Nature _7
Costs and Expenses by Nature - Vasta Platform (Successor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Costs and expenses by nature | |||
Cost of sales and services | R$ 69903 | R$ 378003 | R$ 447049 |
Commercial expenses | (51,151) | (165,169) | (184,592) |
General and administrative expenses | (84,898) | (406,352) | (276,427) |
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) |
Other operating net income | 2,868 | 4,283 | 5,136 |
Costs and Expenses by Nature | (205,367) | R$ 970256 | (907,229) |
Vasta Platform (Successor) | |||
Costs and expenses by nature | |||
Cost of sales and services | (69,903) | (447,049) | |
Commercial expenses | (51,151) | (184,592) | |
General and administrative expenses | (84,898) | (276,427) | |
Impairment losses on trade receivables | (2,283) | (4,297) | |
Other operating net income | 2,868 | 5,136 | |
Costs and Expenses by Nature | R$ 205367 | R$ 907229 |
Finance result - Vasta Platfo_3
Finance result - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Finance income | ||||
Interest on financial investments | [1] | R$ 1810 | R$ 16907 | R$ 1703 |
Other finance income | 2,100 | 4,077 | 3,713 | |
Finance income | 3,910 | 20,984 | 5,416 | |
Finance costs | ||||
Interest on bonds and financing | [2] | (25,611) | (52,935) | (92,583) |
Imputed interest on suppliers | (6,817) | (13,854) | (24,612) | |
Bank and collection fees | [3] | (607) | (17,771) | (847) |
Interest on provision for risks of tax, civil and labor losses | (6,591) | (13,297) | (41,428) | |
Interest on Lease Liabilities | (15,077) | (16,312) | ||
Other finance costs | (1,588) | (3,131) | (2,403) | |
Finance costs | (41,214) | (119,409) | (178,185) | |
Total finance result | (37,304) | R$ 98425 | (172,769) | |
Vasta Platform (Successor) | ||||
Finance income | ||||
Interest on financial investments | 1,810 | 1,703 | ||
Other finance income | 2,100 | 3,713 | ||
Finance income | 3,910 | 5,416 | ||
Finance costs | ||||
Interest on bonds and financing | (25,611) | (92,583) | ||
Imputed interest on suppliers | (6,817) | (24,612) | ||
Bank and collection fees | (607) | (847) | ||
Interest on provision for risks of tax, civil and labor losses | (6,591) | (41,428) | ||
Interest on Lease Liabilities | (16,312) | |||
Other finance costs | (1,588) | (2,403) | ||
Finance costs | (41,214) | (178,185) | ||
Total finance result | R$ 37304 | R$ 172769 | ||
[1] | Refers to income from Marketable Securities financial income, due to IPO process occurred on July 31, 2020. | |||
[2] | Refers to the Bonds with related parties, which include Saber Serviços Educacionais (“Saber”), which the principal and interests are being paid. | |||
[3] | Refers substantially to bank and collection fees incurred in connection with certain bank transactions for example, IPO cash remittance from the USA to Brazil and bank fees related to Bank settlements. |
Segment Reporting - Vasta Pla_3
Segment Reporting - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting | |||
Net revenue from sales and services | R$ 246361 | R$ 997628 | R$ 989683 |
Cost of goods sold and services | (69,903) | (378,003) | (447,049) |
Operating income (expenses) | |||
General and administrative expenses | (84,898) | (406,352) | (276,427) |
Commercial expenses | (51,151) | (165,169) | (184,592) |
Other operating net income | 2,868 | 4,283 | 5,136 |
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) |
(Loss) / Profit before finance results and taxes | 40,994 | 27,372 | 82,454 |
Assets | 6,139,691 | 6,978,270 | 6,167,794 |
Current and non-current liabilities | 2,871,190 | 2,192,953 | 3,067,711 |
Content & EdTech Platform | |||
Segment Reporting | |||
Net revenue from sales and services | 236,479 | 908,406 | 882,259 |
Cost of goods sold and services | (64,701) | (301,882) | (359,730) |
Operating income (expenses) | |||
General and administrative expenses | (83,963) | (382,740) | (260,338) |
Commercial expenses | (49,346) | (152,659) | (181,681) |
Other operating net income | 2,868 | 5,136 | |
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) |
(Loss) / Profit before finance results and taxes | 39,054 | 46,110 | 81,349 |
Assets | 6,092,753 | 6,848,198 | 6,055,892 |
Current and non-current liabilities | 2,834,102 | 2,141,107 | 2,955,764 |
Digital Services Platform | |||
Segment Reporting | |||
Net revenue from sales and services | 9,882 | 89,222 | 107,424 |
Cost of goods sold and services | (5,202) | (76,121) | (87,319) |
Operating income (expenses) | |||
General and administrative expenses | (935) | (19,329) | (16,089) |
Commercial expenses | (1,805) | (12,510) | (2,911) |
Other operating net income | |||
Impairment losses on trade receivables | |||
(Loss) / Profit before finance results and taxes | 1,940 | (18,738) | 1,105 |
Assets | 46,938 | 130,072 | 111,902 |
Current and non-current liabilities | 37,088 | R$ 51847 | 111,947 |
Vasta Platform (Successor) | |||
Segment Reporting | |||
Net revenue from sales and services | 246,361 | 989,683 | |
Cost of goods sold and services | (69,903) | (447,049) | |
Operating income (expenses) | |||
General and administrative expenses | (84,898) | (276,427) | |
Commercial expenses | (51,151) | (184,592) | |
Other operating net income | 2,868 | 5,136 | |
Impairment losses on trade receivables | (2,283) | (4,297) | |
(Loss) / Profit before finance results and taxes | 40,994 | 82,454 | |
Assets | 6,139,691 | 6,167,794 | |
Current and non-current liabilities | 2,871,190 | 3,067,711 | |
Vasta Platform (Successor) | Content & EdTech Platform | |||
Segment Reporting | |||
Net revenue from sales and services | 236,479 | 882,259 | |
Cost of goods sold and services | (64,701) | (355,711) | |
Operating income (expenses) | |||
General and administrative expenses | (83,963) | (252,475) | |
Commercial expenses | (49,346) | (184,570) | |
Other operating net income | 2,868 | 5,136 | |
Impairment losses on trade receivables | (2,283) | (4,168) | |
(Loss) / Profit before finance results and taxes | 39,055 | 90,471 | |
Assets | 6,092,753 | 6,055,892 | |
Current and non-current liabilities | 2,834,102 | 2,955,764 | |
Vasta Platform (Successor) | Digital Services Platform | |||
Segment Reporting | |||
Net revenue from sales and services | 9,882 | 107,424 | |
Cost of goods sold and services | (5,202) | (91,338) | |
Operating income (expenses) | |||
General and administrative expenses | (935) | (23,952) | |
Commercial expenses | (1,805) | (22) | |
Other operating net income | |||
Impairment losses on trade receivables | (129) | ||
(Loss) / Profit before finance results and taxes | 1,940 | (8,017) | |
Assets | 46,938 | 111,902 | |
Current and non-current liabilities | R$ 37088 | R$ 111947 |
Non-cash transactions - Vasta_2
Non-cash transactions - Vasta Platform (Successor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Non-cash transactions | ||||||
Non-monetary transaction, Capitalization of bonds | [1] | R$ 1508297 | ||||
Non-monetary transaction, Contribution of bonds | [2] | 1,535,800 | ||||
Non-monetary transaction, additions of right use and finance lease | R$ 35925 | 31,177 | ||||
Non-monetary transaction, disposals of contracts of right use and finance lease | R$ 3429 | [3] | (34,852) | [3] | ||
Vasta Platform (Successor) | ||||||
Non-cash transactions | ||||||
Non-monetary transaction, Capitalization of bonds | 1,508,297 | |||||
Non-monetary transaction, Contribution of bonds | 1,535,801 | |||||
Non-monetary transaction, additions of right use and finance lease | 27,010 | |||||
Non-monetary transaction, disposals of contracts of right use and finance lease | [4] | R$ 34852 | ||||
[1] | On September 28, 2019, the Cogna Group approved the capitalization of the 4th issuance and 5th issuance private bonds, in the amount of R$1,508,297, increasing the Parent Company’s Net Investment in the combinedcarve-outfinancial statements. | |||||
[2] | On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,801 of the amount should be transferred to the Business through the Corporate Restructuring. Through this process, the Business was subject to the following contractual terms: (i)the acceleration of the other debentures originally issued by Saber; (ii)the grant by us of any liens on our assets or capital stock; (iii)a change in control by Cogna of Saber’s subsidiaries, subject to certain exceptions, Additionally, we have agreed until the maturity of the private debentures that: (i)we will allocate at least 50% of the use of proceeds from any liquidity event to repay such debentures; (ii)we will not obtain any new loans unless the proceeds of such loans are directed to repay our debentures with Cogna; and (iii)we will not pledge shares and/or dividends. | |||||
[3] | The cancelled contracts on December 31,2020 totaled R$ 3,429 (R$ 34,852 as of December 31,2019) and refer mainly to cancellation of lease agreements of the administrative properties leased by the Company. | |||||
[4] | The cancelled contracts of R$ 34,852 refers to mainly cancellation of leases agreement of the administrative properties leased by the Business. |
Subsequent events - Vasta Pla_2
Subsequent events - Vasta Platform (Successor) (Details) R$ in Thousands | Mar. 11, 2020 | Dec. 31, 2020BRL (R$) | Apr. 30, 2020 | Feb. 13, 2020BRL (R$) | Jan. 31, 2020BRL (R$)item | Jan. 07, 2020BRL (R$) |
Subsequent events | ||||||
Percentage of reduction in working hours under cost and expense reduction plan | 25.00% | |||||
Percentage of employees affected by 25% reduction in working hours | 90.00% | |||||
Pluri [Member] | ||||||
Subsequent events | ||||||
Purchase consideration | R$ 27706 | R$ 26000 | ||||
Amount payable upon signing the agreement | R$ 156000 | |||||
Mind Makers | ||||||
Subsequent events | ||||||
Purchase consideration | R$ 23621 | R$ 182000 | ||||
Amount payable upon signing the agreement | 10,000 | |||||
Vasta Platform (Successor) | Reduction of costs and expenses [Member] | ||||||
Subsequent events | ||||||
Percentage of reduction in working hours under cost and expense reduction plan | 25.00% | |||||
Percentage of employees affected by 25% reduction in working hours | 90.00% | |||||
Vasta Platform (Successor) | Goodwill Impairment Test [Member] | ||||||
Subsequent events | ||||||
Growth rate in perpetuity (as a percent) | 3.50% | |||||
Previously presented growth rate in perpetuity (as a percent) | 6.10% | |||||
Discount rate applied (as a percent) | 10.12% | |||||
Previously presented discount rate applied (as a percent) | 10.08% | |||||
Vasta Platform (Successor) | Business Acquisition | Pluri [Member] | ||||||
Subsequent events | ||||||
Purchase consideration | R$ 27790 | |||||
Number of installments for payment of consideration | item | 3 | |||||
First installment | R$ 15359 | |||||
Second installment | 9,431 | |||||
Third installment | R$ 3000 | |||||
Vasta Platform (Successor) | Business Acquisition | Mind Makers | ||||||
Subsequent events | ||||||
Purchase consideration | 18,200 | |||||
Amount payable upon signing the agreement | 10,000 | |||||
Possible increase in purchase consideration due to additional earn-outs | R$ 6600 |
New standards and interpretat_7
New standards and interpretations not yet adopted - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Jul. 23, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Non-current assets | |||||||
Property, plant and equipment | R$ 192006 | R$ 184961 | R$ 58306 | ||||
Deferred Income Tax and Social Contribution | 88,546 | 57,340 | |||||
Total non-current assets | 5,378,026 | 5,400,618 | |||||
Current liabilities | |||||||
Lease liabilities | 18,263 | 7,101 | |||||
Non-current liabilities | |||||||
Lease liabilities | 154,840 | 146,613 | |||||
Total | 173,103 | 153,714 | |||||
Parent’s net investment | R$ 3093748 | R$ 3100083 | |||||
Somos - Anglo (Predecessor) | |||||||
Non-current assets | |||||||
Property, plant and equipment | R$ 56852 | R$ 57260 | R$ 58728 | ||||
Deferred Income Tax and Social Contribution | 27,556 | 25,484 | |||||
Total non-current assets | 748,521 | 744,212 | |||||
Non-current liabilities | |||||||
Parent’s net investment | R$ 479109 | R$ 200930 | |||||
Somos - Anglo (Predecessor) | IFRS 16 Leases [Member] | |||||||
New standards and interpretations not yet adopted | |||||||
Weighted average discount rate of leased assets portfolio | 9.67% | ||||||
Somos - Anglo (Predecessor) | IFRS 16 Leases [Member] | Opening Balance adjustments [Member] | |||||||
Non-current assets | |||||||
Property, plant and equipment | R$ 154681 | ||||||
Deferred Income Tax and Social Contribution | 3,278 | ||||||
Total non-current assets | 157,959 | ||||||
Current liabilities | |||||||
Lease liabilities | 13,275 | ||||||
Non-current liabilities | |||||||
Lease liabilities | 145,931 | ||||||
Total | 159,206 | ||||||
Parent’s net investment | R$ 1247 |
Significant accounting polic_10
Significant accounting policies - Somos - Anglo (Predecessor) (Details) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Property, buildings and leasehold improvements | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 5 years | |
Property, buildings and leasehold improvements | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 20 years | |
IT equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 3 years | |
IT equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 10 years | |
Furniture, equipment and fittings | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 3 years | |
Furniture, equipment and fittings | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 10 years | |
Somos - Anglo (Predecessor) | Property, buildings and leasehold improvements | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 5 years | |
Somos - Anglo (Predecessor) | Property, buildings and leasehold improvements | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 20 years | |
Somos - Anglo (Predecessor) | IT equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 3 years | |
Somos - Anglo (Predecessor) | IT equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 10 years | |
Somos - Anglo (Predecessor) | Furniture, equipment and fittings | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 3 years | |
Somos - Anglo (Predecessor) | Furniture, equipment and fittings | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 10 years | |
Somos - Anglo (Predecessor) | Land (for finance leasings) | ||
Property, Plant and Equipment | ||
Estimated useful lives (in years) | 10 years |
Significant accounting polic_11
Significant accounting policies - Somos - Anglo (Predecessor) (Details 2) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Software | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 5 years | |
Trademarks [member] | Minimum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 20 years | |
Trademarks [member] | Maximum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 30 years | |
Customer portfolio | Minimum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 12 years | |
Customer portfolio | Maximum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 30 years | |
Copyrights | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 3 years | |
Somos - Anglo (Predecessor) | Software | Maximum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 5 years | |
Somos - Anglo (Predecessor) | Trademarks [member] | Minimum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 20 years | |
Somos - Anglo (Predecessor) | Trademarks [member] | Maximum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 30 years | |
Somos - Anglo (Predecessor) | Customer portfolio | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 10 years | |
Somos - Anglo (Predecessor) | Copyrights | Maximum | ||
Intangible Assets and Goodwill | ||
Estimated useful lives (in years) | 3 years |
Significant accounting polic_12
Significant accounting policies - Somos - Anglo (Predecessor) (Details 3) | 9 Months Ended | 12 Months Ended |
Oct. 10, 2018 | Dec. 31, 2020 | |
Significant accounting policies | ||
Nominal statutory rates for calculating IRPJ (as a percent) | 25.00% | |
Nominal statutory rates for calculating CSLL (as a percent) | 9.00% | |
Minimum Period of contract for sale of textbooks and learning systems (in years) | 3 years | |
Maximum Period of contract for sale of textbooks and learning systems (in years) | 5 years | |
Nominal statutory rate on service revenues (as a percent) | 9.25% | |
Municipal service tax, statutory rate (as a percent) | 5.00% | |
Somos - Anglo (Predecessor) | ||
Significant accounting policies | ||
Nominal statutory rates for calculating IRPJ (as a percent) | 25.00% | |
Nominal statutory rates for calculating CSLL (as a percent) | 9.00% | |
Minimum Period of contract for sale of textbooks and learning systems (in years) | 3 years | |
Maximum Period of contract for sale of textbooks and learning systems (in years) | 5 years | |
Nominal statutory rate on service revenues (as a percent) | 9.25% | |
Municipal service tax, statutory rate (as a percent) | 5.00% |
Financial Risk Management - S_2
Financial Risk Management - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Financial Risk Management | |||||
Bonds | R$ 793341 | ||||
Working capital | R$ 503984 | R$ 326550 | |||
Somos - Anglo (Predecessor) | |||||
Financial Risk Management | |||||
Bonds | R$ 1600000 | R$ 1600000 | |||
Working capital | R$ 213322 | R$ 139064 |
Financial Instruments by Cate_9
Financial Instruments by Category - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Assets - Amortized cost | |||||||
Cash and cash equivalents | R$ 311156 | R$ 43287 | R$ 102231 | R$ 160967 | |||
Trade receivables | 492,234 | 388,847 | |||||
Other receivables | 124 | 1,735 | |||||
Liabilities - Amortized cost | |||||||
Bonds and financing | 793,341 | 1,640,947 | 1,658,467 | ||||
Suppliers | 279,454 | 223,658 | |||||
Accounts Payable for business combination | 48,055 | 10,941 | R$ 10708 | ||||
Reverse factoring | [1] | 110,513 | 94,930 | ||||
Suppliers with related parties | 207,174 | ||||||
Somos - Anglo (Predecessor) | |||||||
Assets - Amortized cost | |||||||
Cash and cash equivalents | 160,967 | R$ 165689 | R$ 82792 | ||||
Trade receivables | 238,492 | 235,719 | |||||
Other receivables | 6,342 | 3,524 | |||||
Liabilities - Amortized cost | |||||||
Bonds and financing | 1,633,300 | 1,207,164 | 483,731 | ||||
Suppliers | 228,515 | 220,723 | |||||
Accounts Payable for business combination | R$ 10589 | 10,203 | |||||
Reverse factoring | 99,685 | 98,320 | |||||
Suppliers with related parties | 231,190 | 226,887 | |||||
Liabilities - Amortized cost [member] | |||||||
Liabilities - Amortized cost | |||||||
Liabilities - Amortized cost | 1,281,203 | 2,184,501 | |||||
Liabilities - Amortized cost [member] | Somos - Anglo (Predecessor) | |||||||
Liabilities - Amortized cost | |||||||
Liabilities - Amortized cost | 1,677,072 | 931,341 | |||||
Liabilities - Amortized cost [member] | Fair Value Hierarchy 2 [member] | |||||||
Liabilities - Amortized cost | |||||||
Bonds and financing | 793,341 | 1,640,947 | |||||
Accounts Payable for business combination | 48,055 | 10,941 | |||||
Reverse factoring | 110,513 | 94,930 | |||||
Suppliers with related parties | 207,174 | ||||||
Liabilities - Amortized cost [member] | Fair Value Hierarchy 2 [member] | Somos - Anglo (Predecessor) | |||||||
Liabilities - Amortized cost | |||||||
Bonds and financing | 1,207,164 | 483,731 | |||||
Suppliers | 128,830 | 122,403 | |||||
Accounts Payable for business combination | 10,203 | ||||||
Reverse factoring | 99,685 | 98,320 | |||||
Suppliers with related parties | 231,190 | 226,887 | |||||
Assets - Amortized cost [member] | |||||||
Assets - Amortized cost | |||||||
Assets - Amortized cost | 1,296,686 | 473,815 | |||||
Assets - Amortized cost [member] | Somos - Anglo (Predecessor) | |||||||
Assets - Amortized cost | |||||||
Assets - Amortized cost | 410,523 | 322,035 | |||||
Assets - Amortized cost [member] | Fair Value Hierarchy 1 [member] | |||||||
Assets - Amortized cost | |||||||
Cash and cash equivalents | 311,156 | 43,287 | |||||
Assets - Amortized cost [member] | Fair Value Hierarchy 1 [member] | Somos - Anglo (Predecessor) | |||||||
Assets - Amortized cost | |||||||
Cash and cash equivalents | 165,689 | 82,792 | |||||
Assets - Amortized cost [member] | Fair Value Hierarchy 2 [member] | |||||||
Assets - Amortized cost | |||||||
Trade receivables | 492,234 | 388,847 | |||||
Other receivables | R$ 124 | R$ 1735 | |||||
Assets - Amortized cost [member] | Fair Value Hierarchy 2 [member] | Somos - Anglo (Predecessor) | |||||||
Assets - Amortized cost | |||||||
Trade receivables | 238,492 | 235,719 | |||||
Other receivables | R$ 6342 | R$ 3524 | |||||
[1] | 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. |
Cash and cash equivalents - S_3
Cash and cash equivalents - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and cash equivalents | |||||||
Cash | R$ 13 | R$ 32 | |||||
Bank account | 10,996 | 716 | |||||
Financial investments | [1] | 300,147 | 42,539 | ||||
Cash and cash equivalents | R$ 311156 | R$ 43287 | R$ 102231 | R$ 160967 | |||
Average gross yield of deposits | 101.70% | 101.68% | |||||
Somos - Anglo (Predecessor) | |||||||
Cash and cash equivalents | |||||||
Cash | R$ 35 | R$ 22 | |||||
Bank account | 2,263 | 1,015 | |||||
Financial investments | [2] | 163,391 | 81,755 | ||||
Cash and cash equivalents | R$ 160967 | R$ 165689 | R$ 82792 | ||||
Average gross yield of deposits | 101.50% | 101.00% | |||||
[1] | The Company invests in a 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 101.7% of the annual CDI rate on December 31, 2020 (101.68% on December 31, 2019). All investments are highly liquid investments that are readily convertible to known amounts ofcashand which are subject to an insignificant risk of changes in value, and correspond to the cash obligations for the period. | ||||||
[2] | The Business invests in a fixed income investment fund with short-term and with daily liquidity and not material risk of change in value. Financial investments presented an average gross yield 101.50% of the annual CDI rate at December 31, 2017 (101.00% on January 1, 2017). |
Trade receivables - Somos - A_3
Trade receivables - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 | Oct. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Composition of Trade and Other Receivables [Line Items] | |||||||
Related Parties | R$ 22791 | R$ 17062 | |||||
Impairment losses on trade receivables | (32,055) | (22,524) | R$ 19397 | R$ 26616 | |||
Total | R$ 492234 | R$ 388847 | |||||
Somos - Anglo (Predecessor) | |||||||
Composition of Trade and Other Receivables [Line Items] | |||||||
Publishing | R$ 191221 | R$ 219482 | |||||
Learning System | 44,523 | 27,174 | |||||
Related Parties | 2,468 | 4,628 | |||||
Others | 17,500 | 5,058 | |||||
Impairment losses on trade receivables | R$ 20499 | (17,220) | (20,623) | ||||
Total | R$ 238492 | R$ 235719 |
Trade receivables - Somos - A_4
Trade receivables - Somos - Anglo (Predecessor) (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2018 | Oct. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Maturities of trade receivables | |||||||
Total past due | R$ 74007 | R$ 57192 | |||||
Impairment losses on trade receivables | (32,055) | (22,524) | R$ 19397 | R$ 26616 | |||
Trade receivables | 492,234 | 388,847 | |||||
Not yet due | |||||||
Maturities of trade receivables | |||||||
Total past due | 425,327 | 332,071 | |||||
Up to 30 days | |||||||
Maturities of trade receivables | |||||||
Total past due | 8,456 | 10,403 | |||||
From 31 to 60 days | |||||||
Maturities of trade receivables | |||||||
Total past due | 10,931 | 7,505 | |||||
From 61 to 90 days | |||||||
Maturities of trade receivables | |||||||
Total past due | 8,764 | 6,071 | |||||
From 91 to 180 days | |||||||
Maturities of trade receivables | |||||||
Total past due | 15,539 | 9,506 | |||||
From 181 to 360 days | |||||||
Maturities of trade receivables | |||||||
Total past due | 18,038 | 16,813 | |||||
Over 360 days | |||||||
Maturities of trade receivables | |||||||
Total past due | R$ 12279 | R$ 6894 | |||||
Somos - Anglo (Predecessor) | |||||||
Maturities of trade receivables | |||||||
Total past due | R$ 31416 | R$ 37032 | |||||
Impairment losses on trade receivables | R$ 20499 | (17,220) | (20,623) | ||||
Trade receivables | 238,492 | 235,719 | |||||
Somos - Anglo (Predecessor) | Not yet due | |||||||
Maturities of trade receivables | |||||||
Total past due | 224,296 | 219,310 | |||||
Somos - Anglo (Predecessor) | Up to 30 days | |||||||
Maturities of trade receivables | |||||||
Total past due | 4,721 | 6,492 | |||||
Somos - Anglo (Predecessor) | From 31 to 60 days | |||||||
Maturities of trade receivables | |||||||
Total past due | 5,421 | 5,137 | |||||
Somos - Anglo (Predecessor) | From 61 to 90 days | |||||||
Maturities of trade receivables | |||||||
Total past due | 3,872 | 4,996 | |||||
Somos - Anglo (Predecessor) | From 91 to 180 days | |||||||
Maturities of trade receivables | |||||||
Total past due | 4,473 | 3,668 | |||||
Somos - Anglo (Predecessor) | From 181 to 360 days | |||||||
Maturities of trade receivables | |||||||
Total past due | 5,739 | 7,330 | |||||
Somos - Anglo (Predecessor) | Over 360 days | |||||||
Maturities of trade receivables | |||||||
Total past due | R$ 7190 | R$ 9409 |
Trade receivables - Somos - A_5
Trade receivables - Somos - Anglo (Predecessor) (Details 3) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Changes Provision for Impairment of Trade Receivables [Line Items] | ||||||
Opening balance | R$ 26616 | R$ 22524 | R$ 19397 | |||
Write-off against trade receivables | R$ 9502 | (15,484) | (1,834) | |||
Closing balance | 19,397 | R$ 19397 | R$ 32055 | R$ 22524 | ||
Somos - Anglo (Predecessor) | ||||||
Changes Provision for Impairment of Trade Receivables [Line Items] | ||||||
Opening balance | R$ 20499 | R$ 17220 | R$ 20623 | |||
Additions / (reversals) in the period/year | 4,027 | (908) | ||||
Write-off against trade receivables | (748) | (2,495) | ||||
Closing balance | R$ 20499 | R$ 17220 |
Inventories - Somos - Anglo (_3
Inventories - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventories | |||||
Finished products | [1] | R$ 168328 | R$ 145006 | ||
Work in process | 52,322 | 34,502 | |||
Raw materials | 20,485 | 31,033 | |||
Imports in progress | 2,642 | 1,143 | |||
Right to returned goods | [2] | 5,855 | 10,552 | ||
Inventories | R$ 249632 | R$ 222236 | |||
Somos - Anglo (Predecessor) | |||||
Inventories | |||||
Finished products | R$ 105566 | R$ 121882 | |||
Work in process | 25,332 | 25,321 | |||
Raw materials | 36,685 | 47,874 | |||
Imports in progress | 543 | 1,880 | |||
Right to returned goods | [3] | 15,387 | 15,708 | ||
Inventories | R$ 183513 | R$ 212665 | |||
[1] | That amounts are net of slow-moving items and net realizable value. | ||||
[2] | Represents the Company’s right to recover products from customers where 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. The right to returned goods provision has been reducing due to changes in the commercial approach alongside with main distributors that allows the Company to be more assertive on sales, even in times of COVID- 19, even though sales returns as of December 31, 2020 increased against 2019. See Note 24. | ||||
[3] | Represents the Business’ right to recover products from customers where customers exercise their right of return under the Business’ returns policies. |
Inventories - Somos - Anglo (_4
Inventories - Somos - Anglo (Predecessor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Inventories | ||||||
Opening balance | R$ 75508 | R$ 69080 | R$ 72410 | |||
Additions in the period / year (net) | R$ 66 | 8,783 | 9,331 | |||
Closing balance | 72,410 | R$ 72410 | R$ 62210 | R$ 69080 | ||
Somos - Anglo (Predecessor) | ||||||
Inventories | ||||||
Opening balance | R$ 71969 | R$ 71617 | R$ 67190 | |||
Additions in the period / year (net) | 352 | 4,427 | ||||
Closing balance | R$ 71969 | R$ 71617 |
Property, Plant and Equipment_9
Property, Plant and Equipment - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2016 | ||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 192006 | R$ 184961 | R$ 58306 | ||||||
IT equipment [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 1479 | 2,486 | 3,213 | ||||||
IT equipment [member] | Bottom of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 10.00% | ||||||||
IT equipment [member] | Top of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 33.00% | ||||||||
Furniture, equipment and fittings [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 9908 | 12,366 | 15,010 | ||||||
Furniture, equipment and fittings [member] | Bottom of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 10.00% | ||||||||
Furniture, equipment and fittings [member] | Top of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 33.00% | ||||||||
Property, buildings and improvements [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 19978 | 19,682 | 20,177 | ||||||
Property, buildings and improvements [member] | Bottom of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 5.00% | ||||||||
Property, buildings and improvements [member] | Top of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 20.00% | ||||||||
In progress [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 315 | 4,538 | |||||||
Right of use assets [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 159873 | 145,436 | |||||||
Weighted average depreciation rate | 12.00% | ||||||||
Land [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 453 | 453 | R$ 19906 | ||||||
Weighted average depreciation rate | 10.00% | ||||||||
Gross carrying amount [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 357431 | 323,152 | |||||||
Gross carrying amount [member] | IT equipment [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | 27,036 | 26,244 | |||||||
Gross carrying amount [member] | Furniture, equipment and fittings [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | 36,314 | 36,268 | |||||||
Gross carrying amount [member] | Property, buildings and improvements [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | 51,407 | 46,420 | |||||||
Gross carrying amount [member] | In progress [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | 315 | 4,538 | |||||||
Gross carrying amount [member] | Right of use assets [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | 241,906 | 209,229 | |||||||
Gross carrying amount [member] | Land [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | 453 | 453 | |||||||
Accumulated depreciation and amortisation [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | (165,425) | (138,191) | |||||||
Accumulated depreciation and amortisation [member] | IT equipment [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | (25,557) | (23,758) | |||||||
Accumulated depreciation and amortisation [member] | Furniture, equipment and fittings [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | (26,406) | (23,902) | |||||||
Accumulated depreciation and amortisation [member] | Property, buildings and improvements [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | (31,429) | (26,738) | |||||||
Accumulated depreciation and amortisation [member] | In progress [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | |||||||||
Accumulated depreciation and amortisation [member] | Right of use assets [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | (82,033) | (63,793) | |||||||
Accumulated depreciation and amortisation [member] | Land [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | |||||||||
Somos - Anglo (Predecessor) | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 57260 | R$ 56852 | R$ 58728 | ||||||
Somos - Anglo (Predecessor) | IT equipment [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 2706 | 2,127 | 3,022 | ||||||
Somos - Anglo (Predecessor) | IT equipment [member] | Bottom of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 10.00% | ||||||||
Somos - Anglo (Predecessor) | IT equipment [member] | Top of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 33.00% | ||||||||
Somos - Anglo (Predecessor) | Furniture, equipment and fittings [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 8629 | 7,078 | 10,722 | ||||||
Somos - Anglo (Predecessor) | Furniture, equipment and fittings [member] | Bottom of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 10.00% | ||||||||
Somos - Anglo (Predecessor) | Furniture, equipment and fittings [member] | Top of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 33.00% | ||||||||
Somos - Anglo (Predecessor) | Property, buildings and improvements [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 14777 | 16,579 | 14,082 | ||||||
Somos - Anglo (Predecessor) | Property, buildings and improvements [member] | Bottom of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 5.00% | ||||||||
Somos - Anglo (Predecessor) | Property, buildings and improvements [member] | Top of range [member] | |||||||||
Property, Plant and Equipment | |||||||||
Weighted average depreciation rate | 20.00% | ||||||||
Somos - Anglo (Predecessor) | In progress [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 12349 | [1] | 9,760 | 12,103 | [1] | ||||
Somos - Anglo (Predecessor) | Land [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | [2] | R$ 18799 | R$ 21308 | 18,799 | |||||
Weighted average depreciation rate | 10.00% | ||||||||
Somos - Anglo (Predecessor) | Gross carrying amount [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | R$ 125633 | 120,805 | |||||||
Somos - Anglo (Predecessor) | Gross carrying amount [member] | IT equipment [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | 22,626 | 21,176 | |||||||
Somos - Anglo (Predecessor) | Gross carrying amount [member] | Furniture, equipment and fittings [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | 32,644 | 33,058 | |||||||
Somos - Anglo (Predecessor) | Gross carrying amount [member] | Property, buildings and improvements [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | 39,215 | 35,669 | |||||||
Somos - Anglo (Predecessor) | Gross carrying amount [member] | In progress [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | [1] | 12,349 | 12,103 | ||||||
Somos - Anglo (Predecessor) | Gross carrying amount [member] | Land [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | 18,799 | 18,799 | |||||||
Somos - Anglo (Predecessor) | Accumulated depreciation and amortisation [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | (68,373) | (62,077) | |||||||
Somos - Anglo (Predecessor) | Accumulated depreciation and amortisation [member] | IT equipment [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | (19,920) | (18,154) | |||||||
Somos - Anglo (Predecessor) | Accumulated depreciation and amortisation [member] | Furniture, equipment and fittings [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | (24,015) | (22,336) | |||||||
Somos - Anglo (Predecessor) | Accumulated depreciation and amortisation [member] | Property, buildings and improvements [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | (24,438) | (21,587) | |||||||
Somos - Anglo (Predecessor) | Accumulated depreciation and amortisation [member] | In progress [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | [1] | ||||||||
Somos - Anglo (Predecessor) | Accumulated depreciation and amortisation [member] | Land [member] | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment | |||||||||
[1] | Substantially refers to building remodeling and improvements in the building for the preparatory course for university admission exams. Changes in property, plant and equipment are as follows: | ||||||||
[2] | Additions and disposals held in the period from January 1 to October 10, 2018 mostly refer to a sale and leaseback agreement of a property located in the city of São Paulo as further described in note 14. |
Property, Plant and Equipmen_10
Property, Plant and Equipment - Somos - Anglo (Predecessor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | ||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | R$ 184961 | R$ 58306 | ||||||||
Additions | 37,567 | 43,985 | ||||||||
Additions by business combination | 211 | |||||||||
Disposals | (3,499) | (44,143) | ||||||||
Depreciation | (27,234) | (27,868) | ||||||||
Transfers | [1] | |||||||||
Ending balance | R$ 58306 | 192,006 | 184,961 | |||||||
Additions for new lease agreements | 15,567 | |||||||||
IT equipment [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 2,486 | 3,213 | ||||||||
Additions | 758 | 1,339 | ||||||||
Additions by business combination | 59 | |||||||||
Disposals | (25) | |||||||||
Depreciation | (1,799) | (2,066) | ||||||||
Transfers | [1] | |||||||||
Ending balance | 3,213 | 1,479 | 2,486 | |||||||
Furniture, equipment and fittings [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 12,366 | 15,010 | ||||||||
Additions | 22 | 2,958 | ||||||||
Additions by business combination | 152 | |||||||||
Disposals | (128) | (3,827) | ||||||||
Depreciation | (2,504) | (1,775) | ||||||||
Transfers | [1] | |||||||||
Ending balance | 15,010 | 9,908 | 12,366 | |||||||
Property, buildings and improvements [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 19,682 | 20,177 | ||||||||
Additions | 828 | 3,973 | ||||||||
Additions by business combination | ||||||||||
Disposals | (98) | |||||||||
Depreciation | (4,691) | (4,468) | ||||||||
Transfers | 4,257 | [1] | ||||||||
Ending balance | 20,177 | 19,978 | 19,682 | |||||||
In progress [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 4,538 | |||||||||
Additions | 34 | 4,538 | ||||||||
Additions by business combination | ||||||||||
Disposals | ||||||||||
Depreciation | ||||||||||
Transfers | (4,257) | [1] | ||||||||
Ending balance | 315 | 4,538 | ||||||||
Right of use assets [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 145,436 | |||||||||
Additions | 35,925 | [1] | 31,177 | |||||||
Additions by business combination | [1] | |||||||||
Disposals | (3,248) | [1] | (40,316) | |||||||
Depreciation | (18,240) | [1] | (19,559) | |||||||
Transfers | [1] | 19,453 | ||||||||
Ending balance | 159,873 | 145,436 | ||||||||
Land [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 453 | 19,906 | ||||||||
Additions | ||||||||||
Additions by business combination | ||||||||||
Disposals | ||||||||||
Depreciation | ||||||||||
Transfers | (19,453) | [1] | ||||||||
Ending balance | 19,906 | R$ 453 | R$ 453 | |||||||
Somos - Anglo (Predecessor) | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 56,852 | R$ 57260 | R$ 58728 | |||||||
Additions | 29,090 | 8,526 | ||||||||
Additions by business combination | [2] | 514 | ||||||||
Disposals | (23,810) | (4,212) | ||||||||
Depreciation | (5,688) | (6,296) | ||||||||
Transfers | ||||||||||
Ending balance | 56,852 | 57,260 | ||||||||
Somos - Anglo (Predecessor) | IT equipment [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 2,127 | 2,706 | 3,022 | |||||||
Additions | 487 | 1,180 | ||||||||
Additions by business combination | [2] | 14 | ||||||||
Disposals | (1,064) | (412) | ||||||||
Depreciation | (1,264) | (1,766) | ||||||||
Transfers | 1,262 | 668 | ||||||||
Ending balance | 2,127 | 2,706 | ||||||||
Somos - Anglo (Predecessor) | Furniture, equipment and fittings [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 7,078 | 8,629 | 10,722 | |||||||
Additions | 21 | 1,028 | ||||||||
Additions by business combination | [2] | 317 | ||||||||
Disposals | (530) | (1,759) | ||||||||
Depreciation | (1,042) | (1,679) | ||||||||
Transfers | ||||||||||
Ending balance | 7,078 | 8,629 | ||||||||
Somos - Anglo (Predecessor) | Property, buildings and improvements [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 16,579 | 14,777 | 14,082 | |||||||
Additions | 3,975 | 858 | ||||||||
Additions by business combination | [2] | 183 | ||||||||
Disposals | (3,870) | (2,041) | ||||||||
Depreciation | (3,382) | (2,851) | ||||||||
Transfers | 5,079 | 4,546 | ||||||||
Ending balance | 16,579 | 14,777 | ||||||||
Somos - Anglo (Predecessor) | In progress [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | 9,760 | 12,349 | [3] | 12,103 | [3] | |||||
Additions | 3,752 | 5,460 | ||||||||
Additions by business combination | [2] | |||||||||
Disposals | ||||||||||
Depreciation | ||||||||||
Transfers | (6,341) | (5,214) | ||||||||
Ending balance | 9,760 | 12,349 | [3] | |||||||
Somos - Anglo (Predecessor) | Land [member] | ||||||||||
Property, Plant and Equipment | ||||||||||
Beginning balance | [4] | R$ 21308 | 18,799 | 18,799 | ||||||
Additions | [4] | 20,855 | ||||||||
Additions by business combination | [2],[4] | |||||||||
Disposals | [4] | (18,346) | ||||||||
Depreciation | [4] | |||||||||
Transfers | [4] | |||||||||
Ending balance | [4] | R$ 21308 | R$ 18799 | |||||||
[1] | Refers substantially to IFRS 16, of which R$ 20,358 refer to lease contracts previously signed and renewed based on contractual terms and new lease agreements of R$ 15,567 which the Company considers it part of its digital learning solutions in the computer tablets. See the corresponding lease liability in Note 16. | |||||||||
[2] | Refers to the balances of Livro Fácil, as per Note 26. | |||||||||
[3] | Substantially refers to building remodeling and improvements in the building for the preparatory course for university admission exams. Changes in property, plant and equipment are as follows: | |||||||||
[4] | Additions and disposals held in the period from January 1 to October 10, 2018 mostly refer to a sale and leaseback agreement of a property located in the city of São Paulo as further described in note 14. |
Intangible Assets and Goodwi_15
Intangible Assets and Goodwill - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2016 | ||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | R$ 4924726 | R$ 4985385 | R$ 5086937 | ||||||
Software [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Weighted average amortization rate | 15.00% | ||||||||
Intangible assets and goodwill | R$ 83415 | 76,325 | 60,088 | ||||||
Trademarks [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Weighted average amortization rate | 5.00% | ||||||||
Intangible assets and goodwill | R$ 573586 | 584,035 | 610,541 | ||||||
Customer Portfolio [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Weighted average amortization rate | 8.00% | ||||||||
Intangible assets and goodwill | R$ 928858 | 1,010,722 | 1,093,885 | ||||||
Goodwill [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 3,307,805 | 3,286,263 | 3,286,263 | ||||||
In progress [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | R$ 999 | 14,051 | 30,098 | ||||||
Other Intangible assets [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Weighted average amortization rate | 33.00% | ||||||||
Intangible assets and goodwill | R$ 6243 | 4,563 | R$ 6062 | ||||||
Cost [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 5,350,096 | 5,348,172 | |||||||
Cost [member] | Software [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 204,213 | 276,542 | |||||||
Cost [member] | Trademarks [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 631,935 | 614,958 | |||||||
Cost [member] | Customer Portfolio [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 1,113,792 | 1,109,388 | |||||||
Cost [member] | Goodwill [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 3,307,805 | 3,286,263 | |||||||
Cost [member] | In progress [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 999 | 14,051 | |||||||
Cost [member] | Other Intangible assets [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 38,283 | 18,090 | |||||||
Accumulated amortization [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | (425,369) | (362,787) | |||||||
Accumulated amortization [member] | Software [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | (120,798) | (200,217) | |||||||
Accumulated amortization [member] | Trademarks [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | (58,349) | (30,923) | |||||||
Accumulated amortization [member] | Customer Portfolio [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | (184,934) | (98,666) | |||||||
Accumulated amortization [member] | Goodwill [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | |||||||||
Accumulated amortization [member] | In progress [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | |||||||||
Accumulated amortization [member] | Other Intangible assets [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | R$ 32040 | R$ 13527 | |||||||
Somos - Anglo (Predecessor) | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | R$ 657655 | R$ 652879 | R$ 654174 | ||||||
Somos - Anglo (Predecessor) | Software [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Weighted average amortization rate | 20.00% | ||||||||
Intangible assets and goodwill | R$ 36985 | 28,977 | 20,323 | ||||||
Somos - Anglo (Predecessor) | Trademarks [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Weighted average amortization rate | 5.00% | ||||||||
Intangible assets and goodwill | R$ 159816 | 158,850 | 160,758 | ||||||
Somos - Anglo (Predecessor) | Customer Portfolio [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Weighted average amortization rate | 10.00% | ||||||||
Intangible assets and goodwill | R$ 130975 | 120,502 | 138,240 | ||||||
Somos - Anglo (Predecessor) | Goodwill [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 280,872 | 280,872 | 269,037 | ||||||
Somos - Anglo (Predecessor) | In progress [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | R$ 30294 | [1] | 53,851 | 39,124 | [1] | ||||
Somos - Anglo (Predecessor) | Other Intangible assets [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Weighted average amortization rate | 33.00% | ||||||||
Intangible assets and goodwill | R$ 18713 | R$ 9827 | 26,692 | ||||||
Somos - Anglo (Predecessor) | Cost [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 833,011 | 792,581 | |||||||
Somos - Anglo (Predecessor) | Cost [member] | Software [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 102,159 | 72,245 | |||||||
Somos - Anglo (Predecessor) | Cost [member] | Trademarks [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 161,825 | 161,806 | |||||||
Somos - Anglo (Predecessor) | Cost [member] | Customer Portfolio [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 221,333 | 216,579 | |||||||
Somos - Anglo (Predecessor) | Cost [member] | Goodwill [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 280,872 | 269,037 | |||||||
Somos - Anglo (Predecessor) | Cost [member] | In progress [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | [1] | 30,294 | 39,124 | ||||||
Somos - Anglo (Predecessor) | Cost [member] | Other Intangible assets [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | 36,528 | 33,790 | |||||||
Somos - Anglo (Predecessor) | Accumulated amortization [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | (175,356) | (138,407) | |||||||
Somos - Anglo (Predecessor) | Accumulated amortization [member] | Software [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | (65,174) | (51,922) | |||||||
Somos - Anglo (Predecessor) | Accumulated amortization [member] | Trademarks [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | (2,009) | (1,048) | |||||||
Somos - Anglo (Predecessor) | Accumulated amortization [member] | Customer Portfolio [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | (90,358) | (78,339) | |||||||
Somos - Anglo (Predecessor) | Accumulated amortization [member] | Goodwill [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | |||||||||
Somos - Anglo (Predecessor) | Accumulated amortization [member] | In progress [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | |||||||||
Somos - Anglo (Predecessor) | Accumulated amortization [member] | Other Intangible assets [member] | |||||||||
Intangible Assets and Goodwill | |||||||||
Intangible assets and goodwill | R$ 17815 | R$ 7098 | |||||||
[1] | Substantially refers to development of the projects related to operation Plurall, and other projects related to enterprise resource management (ERP) solutions. |
Intangible Assets and Goodwi_16
Intangible Assets and Goodwill - Somos - Anglo (Predecessor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | R$ 4985385 | R$ 5086937 | |||||
Additions by business combination | 43,567 | ||||||
Additions | 42,793 | 37,461 | |||||
Disposals | (164) | (1,950) | |||||
Amorization | (146,854) | (137,063) | |||||
Transfers | |||||||
Balance at end of the period | R$ 5086937 | 4,924,726 | 4,985,385 | ||||
Software [member] | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 76,325 | 60,088 | |||||
Additions by business combination | |||||||
Additions | 11,813 | 19,897 | |||||
Disposals | (77) | ||||||
Amorization | (23,861) | (18,794) | |||||
Transfers | 19,215 | 15,134 | |||||
Balance at end of the period | 60,088 | 83,415 | 76,325 | ||||
Trademark license | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 584,035 | 610,541 | |||||
Additions by business combination | 16,060 | ||||||
Additions | |||||||
Disposals | |||||||
Amorization | (26,506) | (26,506) | |||||
Transfers | (3) | ||||||
Balance at end of the period | 610,541 | 573,586 | 584,035 | ||||
Customer Portfolio [member] | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 1,010,722 | 1,093,885 | |||||
Additions by business combination | 4,625 | ||||||
Additions | |||||||
Disposals | |||||||
Amorization | (86,517) | (83,163) | |||||
Transfers | 28 | ||||||
Balance at end of the period | 1,093,885 | 928,858 | 1,010,722 | ||||
Goodwill [member] | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 3,286,263 | 3,286,263 | |||||
Additions by business combination | 21,542 | ||||||
Additions | |||||||
Disposals | |||||||
Amorization | |||||||
Transfers | |||||||
Balance at end of the period | 3,286,263 | 3,307,805 | 3,286,263 | ||||
In progress [member] | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 14,051 | 30,098 | |||||
Additions by business combination | |||||||
Additions | 6,188 | 7,344 | |||||
Disposals | |||||||
Amorization | |||||||
Transfers | (19,240) | (23,391) | |||||
Balance at end of the period | 30,098 | 999 | 14,051 | ||||
Other Intangible assets [member] | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 4,563 | 6,062 | |||||
Additions by business combination | 1,340 | ||||||
Additions | 603 | ||||||
Disposals | (87) | (1,950) | |||||
Amorization | (176) | (7,806) | |||||
Transfers | 8,257 | ||||||
Balance at end of the period | 6,062 | R$ 6243 | R$ 4563 | ||||
Somos - Anglo (Predecessor) | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 652,879 | R$ 657655 | R$ 654174 | ||||
Additions by business combination | 18,885 | ||||||
Additions | 27,587 | 21,606 | |||||
Disposals | (391) | (61) | |||||
Amorization | (31,972) | (36,949) | |||||
Transfers | |||||||
Balance at end of the period | 652,879 | 657,655 | |||||
Somos - Anglo (Predecessor) | Software [member] | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 28,977 | 36,985 | 20,323 | ||||
Additions by business combination | |||||||
Additions | 2,985 | 12,022 | |||||
Disposals | |||||||
Amorization | (10,993) | (13,252) | |||||
Transfers | 17,892 | ||||||
Balance at end of the period | 28,977 | 36,985 | |||||
Somos - Anglo (Predecessor) | Trademark license | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 158,850 | 159,816 | 160,758 | ||||
Additions by business combination | 13 | ||||||
Additions | 6 | ||||||
Disposals | (5) | ||||||
Amorization | (961) | (961) | |||||
Transfers | |||||||
Balance at end of the period | 158,850 | 159,816 | |||||
Somos - Anglo (Predecessor) | Customer Portfolio [member] | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 120,502 | 130,975 | 138,240 | ||||
Additions by business combination | 4,754 | ||||||
Additions | |||||||
Disposals | |||||||
Amorization | (10,473) | (12,019) | |||||
Transfers | |||||||
Balance at end of the period | 120,502 | 130,975 | |||||
Somos - Anglo (Predecessor) | Goodwill [member] | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 280,872 | 280,872 | 269,037 | ||||
Additions by business combination | 11,835 | ||||||
Additions | |||||||
Disposals | |||||||
Amorization | |||||||
Transfers | |||||||
Balance at end of the period | 280,872 | 280,872 | |||||
Somos - Anglo (Predecessor) | In progress [member] | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | 53,851 | 30,294 | [1] | 39,124 | [1] | ||
Additions by business combination | |||||||
Additions | 23,557 | 9,578 | |||||
Disposals | |||||||
Amorization | |||||||
Transfers | (18,408) | ||||||
Balance at end of the period | 53,851 | 30,294 | [1] | ||||
Somos - Anglo (Predecessor) | Other Intangible assets [member] | |||||||
Intangible Assets and Goodwill | |||||||
Balance at beginning of the period | R$ 9827 | 18,713 | 26,692 | ||||
Additions by business combination | 2,283 | ||||||
Additions | 1,045 | ||||||
Disposals | (386) | (61) | |||||
Amorization | (9,545) | (10,717) | |||||
Transfers | 516 | ||||||
Balance at end of the period | R$ 9827 | R$ 18713 | |||||
[1] | Substantially refers to development of the projects related to operation Plurall, and other projects related to enterprise resource management (ERP) solutions. |
Intangible Assets and Goodwi_17
Intangible Assets and Goodwill - Somos - Anglo (Predecessor) (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2017 |
Intangible Assets and Goodwill | ||
Goodwill | R$ 3307805 | |
Content & EdTech Platform | ||
Intangible Assets and Goodwill | ||
Goodwill | 3,297,077 | |
Digital Services Platform | ||
Intangible Assets and Goodwill | ||
Goodwill | R$ 10728 | |
Somos - Anglo (Predecessor) | ||
Intangible Assets and Goodwill | ||
Goodwill | R$ 280872 | |
Somos - Anglo (Predecessor) | Content & EdTech Platform | ||
Intangible Assets and Goodwill | ||
Goodwill | 269,037 | |
Somos - Anglo (Predecessor) | Digital Services Platform | ||
Intangible Assets and Goodwill | ||
Goodwill | R$ 11835 |
Intangible Assets and Goodwi_18
Intangible Assets and Goodwill - Somos - Anglo (Predecessor) (Details 4) - item | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2017 | |
Intangible Assets and Goodwill | ||
Number of CGUs | 2 | |
Somos - Anglo (Predecessor) | ||
Intangible Assets and Goodwill | ||
Number of CGUs | 2 | |
Years projected | 5 years | |
Growth rate - % | 5.00% | |
Discount rate - % | 15.00% |
Bonds and financing - Somos -_3
Bonds and financing - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | Apr. 06, 2018 | Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | R$ 1658467 | R$ 793341 | R$ 1640947 | |||||||
Additional Principal | [1] | 1,535,800 | ||||||||
Payment of principal | (852,135) | |||||||||
Payment of interest | (443) | (49,404) | (117,696) | |||||||
Interest accrued | 52,935 | 92,584 | ||||||||
Transfers | (19,911) | |||||||||
Bonds and financing at end of period | 1,658,467 | 793,341 | 1,640,947 | |||||||
Current liabilities | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 339,859 | 502,882 | 440,947 | |||||||
Additional Principal | [1] | 417,030 | ||||||||
Payment of principal | [2] | (852,135) | ||||||||
Payment of interest | (49,404) | (88,732) | ||||||||
Interest accrued | 52,935 | 63,620 | ||||||||
Transfers | 910,539 | (104,213) | ||||||||
Bonds and financing at end of period | 339,859 | 502,882 | 440,947 | |||||||
Current Bonds with Related Parties | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 338,556 | 502,743 | 440,947 | |||||||
Additional Principal | [1] | 417,030 | ||||||||
Payment of principal | [2] | (852,135) | ||||||||
Payment of interest | (49,369) | (88,732) | ||||||||
Interest accrued | 52,900 | 63,620 | ||||||||
Transfers | 910,400 | (102,910) | ||||||||
Bonds and financing at end of period | 338,556 | 502,743 | 440,947 | |||||||
Current Finance Leases | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 1,303 | 139 | ||||||||
Additional Principal | ||||||||||
Payment of principal | ||||||||||
Payment of interest | (35) | |||||||||
Interest accrued | 35 | |||||||||
Transfers | 139 | (1,303) | ||||||||
Bonds and financing at end of period | 1,303 | 139 | ||||||||
Non-current liabilities | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 1,318,608 | 290,459 | 1,200,000 | |||||||
Additional Principal | [1] | 1,118,770 | ||||||||
Payment of principal | ||||||||||
Payment of interest | (28,964) | |||||||||
Interest accrued | 28,964 | |||||||||
Transfers | (910,539) | 84,302 | ||||||||
Bonds and financing at end of period | 1,318,608 | 290,459 | 1,200,000 | |||||||
Non-current Bonds with Related Parties | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 1,300,000 | 289,600 | 1,200,000 | |||||||
Additional Principal | [1] | 1,118,770 | ||||||||
Payment of principal | ||||||||||
Payment of interest | (28,964) | |||||||||
Interest accrued | 28,964 | |||||||||
Transfers | (910,400) | 102,910 | ||||||||
Bonds and financing at end of period | 1,300,000 | 289,600 | 1,200,000 | |||||||
Non-current Finance Leases | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 18,608 | 859 | ||||||||
Additional Principal | ||||||||||
Payment of principal | ||||||||||
Payment of interest | ||||||||||
Interest accrued | ||||||||||
Transfers | (139) | (18,608) | ||||||||
Bonds and financing at end of period | R$ 18608 | R$ 859 | ||||||||
Somos - Anglo (Predecessor) | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | R$ 1633300 | R$ 1207164 | R$ 483731 | |||||||
Additional Principal | 821,079 | 800,000 | ||||||||
Payment of principal | (380,664) | (95,000) | ||||||||
Payment of interest | (103,428) | (59,826) | ||||||||
Interest accrued | 89,149 | 78,259 | ||||||||
Transfers | ||||||||||
Bonds and financing at end of period | 1,633,300 | 1,207,164 | 483,731 | |||||||
Somos - Anglo (Predecessor) | Current liabilities | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 311,030 | 217,553 | 95,912 | |||||||
Additional Principal | 1,980 | |||||||||
Payment of principal | (380,664) | (95,000) | ||||||||
Payment of interest | (103,428) | (59,826) | ||||||||
Interest accrued | 79,235 | 78,259 | ||||||||
Transfers | 496,354 | 198,208 | ||||||||
Bonds and financing at end of period | 311,030 | 217,553 | 95,912 | |||||||
Somos - Anglo (Predecessor) | Current Bonds | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 309,303 | 217,553 | 95,912 | |||||||
Additional Principal | ||||||||||
Payment of principal | (380,000) | (95,000) | ||||||||
Payment of interest | (103,392) | (59,826) | ||||||||
Interest accrued | 79,230 | 78,259 | ||||||||
Transfers | 495,912 | 198,208 | ||||||||
Bonds and financing at end of period | 309,303 | 217,553 | 95,912 | |||||||
Somos - Anglo (Predecessor) | Current Bonds with third parties | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | [3] | 194,634 | [3] | 95,912 | ||||||
Additional Principal | [3] | |||||||||
Payment of principal | R$ 380000 | (380,000) | [3] | (95,000) | ||||||
Payment of interest | (15,556) | [3] | (59,826) | |||||||
Interest accrued | 1,397 | [3] | 55,340 | |||||||
Transfers | 199,525 | [3] | 198,208 | |||||||
Bonds and financing at end of period | [3] | 194,634 | [3] | 95,912 | ||||||
Somos - Anglo (Predecessor) | Current Bonds with Related Parties | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 309,303 | 22,919 | ||||||||
Additional Principal | ||||||||||
Payment of principal | ||||||||||
Payment of interest | (87,836) | |||||||||
Interest accrued | 77,833 | 22,919 | ||||||||
Transfers | 296,387 | |||||||||
Bonds and financing at end of period | 309,303 | 22,919 | ||||||||
Somos - Anglo (Predecessor) | Current Finance Leases | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | [4] | 1,727 | ||||||||
Additional Principal | [4] | 1,980 | ||||||||
Payment of principal | [4] | (664) | ||||||||
Payment of interest | [4] | (36) | ||||||||
Interest accrued | [4] | 5 | ||||||||
Transfers | [4] | 442 | ||||||||
Bonds and financing at end of period | [4] | 1,727 | ||||||||
Somos - Anglo (Predecessor) | Non-current liabilities | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 1,322,270 | 989,611 | 387,819 | |||||||
Additional Principal | 819,099 | 800,000 | ||||||||
Payment of principal | ||||||||||
Payment of interest | ||||||||||
Interest accrued | 9,914 | |||||||||
Transfers | (496,354) | (198,208) | ||||||||
Bonds and financing at end of period | 1,322,270 | 989,611 | 387,819 | |||||||
Somos - Anglo (Predecessor) | Non-current Bonds | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 1,303,662 | 989,611 | 387,819 | |||||||
Additional Principal | 800,049 | 800,000 | ||||||||
Payment of principal | ||||||||||
Payment of interest | ||||||||||
Interest accrued | 9,914 | |||||||||
Transfers | (495,912) | (198,208) | ||||||||
Bonds and financing at end of period | 1,303,662 | 989,611 | 387,819 | |||||||
Somos - Anglo (Predecessor) | Non-current Bonds with third parties | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 189,611 | 387,819 | ||||||||
Additional Principal | ||||||||||
Payment of principal | ||||||||||
Payment of interest | ||||||||||
Interest accrued | 9,914 | |||||||||
Transfers | (199,525) | (198,208) | ||||||||
Bonds and financing at end of period | 189,611 | 387,819 | ||||||||
Somos - Anglo (Predecessor) | Non-current Bonds with Related Parties | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | 1,303,662 | 800,000 | ||||||||
Additional Principal | 800,049 | 800,000 | ||||||||
Payment of principal | ||||||||||
Payment of interest | ||||||||||
Interest accrued | ||||||||||
Transfers | (296,387) | |||||||||
Bonds and financing at end of period | 1,303,662 | 800,000 | ||||||||
Somos - Anglo (Predecessor) | Non-current Finance Leases | ||||||||||
Bonds and financing | ||||||||||
Bonds and financing at beginning of period | [4] | 18,608 | ||||||||
Additional Principal | [4] | 19,050 | ||||||||
Payment of principal | [4] | |||||||||
Payment of interest | [4] | |||||||||
Interest accrued | [4] | |||||||||
Transfers | [4] | (442) | ||||||||
Bonds and financing at end of period | [4] | R$ 18608 | ||||||||
[1] | On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,801 of the amount should be transferred to the Business through the Corporate Restructuring. Through this process, the Business was subject to the following contractual terms: (i)the acceleration of the other debentures originally issued by Saber; (ii)the grant by us of any liens on our assets or capital stock; (iii)a change in control by Cogna of Saber’s subsidiaries, subject to certain exceptions, Additionally, we have agreed until the maturity of the private debentures that: (i)we will allocate at least 50% of the use of proceeds from any liquidity event to repay such debentures; (ii)we will not obtain any new loans unless the proceeds of such loans are directed to repay our debentures with Cogna; and (iii)we will not pledge shares and/or dividends. | |||||||||
[2] | On August 4, 2020, the Company, substantially settled bonds with related parties amounting to R$ 852,135 and R$ 29,864, respectively principal and interest, as follow: 7th Issuance, 1st series – R$ 310,918; 8th Issuance R$ 448,826 and 9th Issuance 115,591. In addition, the Company settled only interest on the following bonds: 7th Issuance, 2nd series – R$4,671 and 6th Issuance, 2nd series – R$ 1,994. This measure is part of a commitment with shareholders through the IPO. | |||||||||
[3] | On April 06, 2018, was settled in advance the third party bond in the total amount of R$380,000. The settlement was made with the resources obtained with new bonds issued. Due to the settlement, the financial covenants were not applicable at October 10, 2018. | |||||||||
[4] | Corresponds to the rent obligation (which was classified as a finance lease) related to a sale and leaseback agreement of a property located at João Dias Avenue in the city of São Paulo, in March, 2018, which was measured at present value in R$ 21,030. This property was sold for R$25,500, which generated a deferred income of R$9,104, presented within “Contract Liabilities and Deferred Revenues”, which will be amortized throughout the contract term (120 months). These liabilities are subject to the payment of 120 monthly installments of R$223 and an implicit interest rate of 0.41% p.m. |
Bonds and financing - Somos -_4
Bonds and financing - Somos - Anglo (Predecessor) (Details 2) R$ in Thousands | Apr. 06, 2018BRL (R$) | Mar. 31, 2018BRL (R$) | Dec. 31, 2018BRL (R$) | Oct. 10, 2018BRL (R$) | Dec. 31, 2020BRL (R$) | Dec. 31, 2019BRL (R$) | Dec. 31, 2017BRL (R$) | |
Bonds and financing | ||||||||
Payment of borrowings principal | R$ 852135 | |||||||
Somos - Anglo (Predecessor) | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal | R$ 380664 | R$ 95000 | ||||||
Proceeds from sale of property, plant and equipment | 25,500 | |||||||
Somos - Anglo (Predecessor) | Current Bonds with third parties | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal | R$ 380000 | R$ 380000 | [1] | R$ 95000 | ||||
Somos - Anglo (Predecessor) | Finance leases | ||||||||
Bonds and financing | ||||||||
Present value of finance leases | R$ 21030 | |||||||
Proceeds from sale of property, plant and equipment | 25,500 | |||||||
Deferred income | R$ 9104 | |||||||
Lease term of the property | 120 months | |||||||
Number of installments | 120 | |||||||
Leases, monthly installment due | R$ 223 | |||||||
Finance leases, implicit interest rate per month | 0.41% | |||||||
[1] | On April 06, 2018, was settled in advance the third party bond in the total amount of R$380,000. The settlement was made with the resources obtained with new bonds issued. Due to the settlement, the financial covenants were not applicable at October 10, 2018. |
Bonds and financing - Somos -_5
Bonds and financing - Somos - Anglo (Predecessor) (Details 3) - Somos - Anglo (Predecessor) R$ in Millions | 9 Months Ended | 12 Months Ended | |
Oct. 10, 2018BRL (R$) | Dec. 31, 2018 | Dec. 31, 2017BRL (R$) | |
Private bonds issued | |||
Bonds and financing | |||
Number of series of debt instument | 3 | 3 | |
Bonds with third Parties | |||
Bonds and financing | |||
Financial covenants, Period of calculation prior to close of each quarter | 12 months | ||
Maximum ratio permitted for calculation between Net Debt to Adjusted EBITDA | 3 | ||
Bonds, 3rd Issuance | |||
Bonds and financing | |||
First payment after | 36 months | ||
Financials charges | CDI + 1,7% p.a. | ||
Total amount | R$ 475 | ||
Bonds, 4th Issuance, Series 1 | |||
Bonds and financing | |||
First payment after | 12 months | 12 months | |
Financials charges | CDI + 0,90% p.a. | CDI + 0,90% p.a. | |
Total amount | R$ 600 | R$ 600 | |
Bonds, 4th Issuance, Series 2 | |||
Bonds and financing | |||
First payment after | 36 months | 36 months | |
Financials charges | CDI + 1,70% p.a | CDI + 1,70% p.a. | |
Total amount | R$ 200 | R$ 200 | |
Bonds, 5th Issuance | |||
Bonds and financing | |||
First payment after | 36 months | ||
Financials charges | CDI + 1,15% p.a. | ||
Total amount | R$ 800 |
Suppliers - Somos - Anglo (Pr_3
Suppliers - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Suppliers | |||||
Local suppliers | R$ 128639 | R$ 98824 | |||
Copyright | 19,317 | 28,685 | |||
Reverse factoring | [1] | 110,513 | 94,930 | ||
Related parties | 20,985 | 1,219 | |||
Suppliers | R$ 279454 | R$ 223658 | |||
Somos - Anglo (Predecessor) | |||||
Suppliers | |||||
Local suppliers | R$ 87010 | R$ 63833 | |||
International suppliers | 2,040 | 3,160 | |||
Copyright | 35,376 | 51,435 | |||
Reverse factoring | 99,685 | 98,320 | |||
Related parties | 3,354 | 800 | |||
Other | 1,050 | 3,175 | |||
Suppliers | R$ 228515 | R$ 220723 | |||
[1] | 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. |
Contract liabilities and defe_9
Contract liabilities and deferred income - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 1 Months Ended | |||||
Aug. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Contract liabilities and deferred income | ||||||
Contract liabilities and deferred income | R$ 53707 | R$ 58524 | ||||
Current | 47,169 | 49,328 | ||||
Non-current | 6,538 | 9,196 | ||||
Refund liability | ||||||
Contract liabilities and deferred income | ||||||
Contract liabilities and deferred income | [1] | 42,005 | 45,248 | |||
Sales of employees' payroll | ||||||
Contract liabilities and deferred income | ||||||
Contract liabilities and deferred income | [2] | 2,348 | 4,173 | |||
Deferred income | R$ 7000 | |||||
Lease term of the property | 5 years | |||||
Other liabilities | ||||||
Contract liabilities and deferred income | ||||||
Contract liabilities and deferred income | R$ 2689 | R$ 1603 | ||||
Somos - Anglo (Predecessor) | ||||||
Contract liabilities and deferred income | ||||||
Contract liabilities and deferred income | R$ 78153 | R$ 68243 | ||||
Current | 72,918 | 68,243 | ||||
Non-current | 5,235 | |||||
Somos - Anglo (Predecessor) | Refund liability | ||||||
Contract liabilities and deferred income | ||||||
Contract liabilities and deferred income | [3] | 68,833 | 68,149 | |||
Somos - Anglo (Predecessor) | Sales of employees' payroll | ||||||
Contract liabilities and deferred income | ||||||
Contract liabilities and deferred income | [4] | 6,800 | ||||
Deferred income | R$ 7000 | |||||
Lease term of the property | 5 years | |||||
Somos - Anglo (Predecessor) | Other liabilities | ||||||
Contract liabilities and deferred income | ||||||
Contract liabilities and deferred income | R$ 2520 | R$ 94 | ||||
[1] | Refers to the customers right to return products. | |||||
[2] | Refers to deferred income related to the sale of a -year exclusivity to process our Company employees’ payroll to Banco Itaú for R$ thousand, in August 2017. This income will be recognized on a straight-line basis throughout the contract term as “Other Operating income” as the Company believes that the rights of exclusivity are transferred to Itaú over this year. | |||||
[3] | Relates to customers’ right to return products. | |||||
[4] | Refers to deferred income related to the sale of a 5-year exclusivity to process our Business employees’ payroll to Banco Itaú for R$7,000 thousand, in August 2017. This income will be recognized on a straight line basis throughout the contract term as “Other Operating income” as the Business’ believes that the rights of exclusivity are transferred to Itaú over this period. |
Accounts payable for busines_14
Accounts payable for business combination - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 9 Months Ended | 12 Months Ended | |||
Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of changes in accounts payable for business combination | |||||
Opening balance | R$ 10941 | R$ 10708 | |||
Additions | 58,857 | ||||
Interest | 1,568 | 52 | |||
Closing balance | R$ 48055 | R$ 10941 | R$ 10708 | ||
Somos - Anglo (Predecessor) | |||||
Reconciliation of changes in accounts payable for business combination | |||||
Opening balance | R$ 10203 | R$ 10203 | |||
Additions | 10,203 | ||||
Interest | 386 | ||||
Closing balance | R$ 10589 | R$ 10203 |
Salaries and Social Contribut_9
Salaries and Social Contribution - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Salaries and Social Contribution | |||||
Salaries payable | R$ 15891 | R$ 20658 | |||
Social contribution payable | [1] | 30,511 | 9,532 | ||
Provision for vacation bonus | 15,920 | 13,213 | |||
Provision for bonus | [2] | 5,880 | 18,333 | ||
Others | 921 | 12 | |||
Total | R$ 69123 | R$ 61748 | |||
Somos - Anglo (Predecessor) | |||||
Salaries and Social Contribution | |||||
Salaries payable | R$ 21578 | R$ 24391 | |||
Social contribution payable | 9,171 | 12,246 | |||
Provision for vacation bonus | 13,731 | 12,313 | |||
Provision for bonus | 15,531 | 14,803 | |||
Others | 2,785 | 2,180 | |||
Total | R$ 62796 | R$ 65933 | |||
[1] | Refers to the effect of social contribution over restricted share units compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on monthly basis according to the Company’s share price. | ||||
[2] | The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. In 2020 some metrics were reviewed over COVID-19 basis and part of provision was reversed. According to the Company policy, the provision for profit sharing will be paid in the second quarter of 2021. |
Related parties - Somos - Ang_3
Related parties - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Related parties | |||||
Trade receivables | R$ 22791 | R$ 17062 | |||
Suppliers | 20,985 | 1,219 | |||
Bonds | 792,343 | 1,640,947 | |||
Acel Administracao de Cursos Educacionais Ltda | |||||
Related parties | |||||
Trade receivables | 2,899 | 1,415 | |||
Suppliers | 36 | ||||
Bonds | |||||
Colegio JAO Ltda. | |||||
Related parties | |||||
Trade receivables | 772 | 415 | |||
Suppliers | |||||
Bonds | |||||
Colegio Motivo Ltda. | |||||
Related parties | |||||
Trade receivables | 1,250 | 1,442 | |||
Suppliers | 249 | ||||
Bonds | |||||
ECSA Escola A Chave do Saber Ltda | |||||
Related parties | |||||
Trade receivables | 435 | 212 | |||
Suppliers | |||||
Bonds | |||||
Escola Mater Christi Ltda. | |||||
Related parties | |||||
Trade receivables | 216 | 204 | |||
Suppliers | 104 | ||||
Bonds | |||||
Sistema P H De Ensino Ltda. | |||||
Related parties | |||||
Trade receivables | 2,348 | 2,027 | |||
Suppliers | 163 | ||||
Bonds | |||||
Sociedade Educacional Doze De Outubro Ltda. | |||||
Related parties | |||||
Trade receivables | 231 | 232 | |||
Suppliers | 36 | ||||
Bonds | |||||
Somos Educacao S.A. | |||||
Related parties | |||||
Trade receivables | |||||
Suppliers | |||||
Bonds | |||||
Somos Operacoes Escolares S.A. | |||||
Related parties | |||||
Trade receivables | 980 | ||||
Suppliers | |||||
Bonds | |||||
Somos - Anglo (Predecessor) | |||||
Related parties | |||||
Trade receivables | [1] | R$ 2468 | R$ 4628 | ||
Suppliers | [2] | 3,354 | 800 | ||
Bonds | [3] | 822,919 | |||
Somos - Anglo (Predecessor) | Acel Administracao de Cursos Educacionais Ltda | |||||
Related parties | |||||
Trade receivables | [1] | 582 | 2,162 | ||
Suppliers | [2] | 657 | 27 | ||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Colegio JAO Ltda. | |||||
Related parties | |||||
Trade receivables | [1] | 234 | |||
Suppliers | [2] | 169 | |||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Colegio Motivo Ltda. | |||||
Related parties | |||||
Trade receivables | [1] | 705 | 1,533 | ||
Suppliers | [2] | 1,195 | 11 | ||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Colegio Sao Jose De Petropolis Ltda | |||||
Related parties | |||||
Trade receivables | [1] | 18 | |||
Suppliers | [2] | 18 | |||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Complexo Educacional Agora Eu Passo S/S Plenarium Agora | |||||
Related parties | |||||
Trade receivables | [1] | 1 | |||
Suppliers | [2] | 13 | |||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Curso P H Ltda. | |||||
Related parties | |||||
Trade receivables | [1] | 117 | 47 | ||
Suppliers | [2] | ||||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | ECSA Escola A Chave do Saber Ltda | |||||
Related parties | |||||
Trade receivables | [1] | 40 | 108 | ||
Suppliers | [2] | 95 | |||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Edumobi Tecnologia de Ensino Movel Ltda. | |||||
Related parties | |||||
Trade receivables | [1] | 67 | |||
Suppliers | [2] | 122 | 754 | ||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Escola Mater Christi Ltda. | |||||
Related parties | |||||
Trade receivables | [1] | 50 | 176 | ||
Suppliers | [2] | 48 | |||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Etb Editora Tecnica Do Brasil Ltda. | |||||
Related parties | |||||
Trade receivables | [1] | ||||
Suppliers | [2] | 2 | 2 | ||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Jafar Sistema De Ensino e Cursos Livres S.A. | |||||
Related parties | |||||
Trade receivables | [1] | ||||
Suppliers | [2] | 10 | |||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Sistema P H De Ensino Ltda. | |||||
Related parties | |||||
Trade receivables | [1] | 391 | 390 | ||
Suppliers | [2] | 638 | 6 | ||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Sociedade Educacional Doze De Outubro Ltda. | |||||
Related parties | |||||
Trade receivables | [1] | 43 | 49 | ||
Suppliers | [2] | 91 | |||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Sociedade Educacional Parana Ltda. | |||||
Related parties | |||||
Trade receivables | [1] | 97 | 163 | ||
Suppliers | [2] | 169 | |||
Bonds | [3] | ||||
Somos - Anglo (Predecessor) | Somos Educacao S.A. | |||||
Related parties | |||||
Trade receivables | [1],[3] | 106 | |||
Suppliers | [2],[3] | 90 | |||
Bonds | [3] | 822,919 | |||
Somos - Anglo (Predecessor) | Somos Operacoes Escolares S.A. | |||||
Related parties | |||||
Trade receivables | [1] | 17 | |||
Suppliers | [2] | 37 | |||
Bonds | [3] | ||||
[1] | Substantially refers to the amounts arising from the direct sales of printed books and learning systems to other entities of Somos’ Group for resale to its own clients. | ||||
[2] | Refer to outstanding reimbursements to other related parties or with operations with the Parent Entities that are not part of the business. For shared expenses incurred, that were allocated to the Business according to the assumptions presented in note 2. | ||||
[3] | As described in note 14, this bonds liability and the finance cost refers to related party bonds subscribed by Somos. |
Related parties - Somos - Ang_4
Related parties - Somos - Anglo (Predecessor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |||
Transactions held with Related parties | |||||||
Revenues | R$ 4911 | R$ 33822 | R$ 12700 | ||||
Finance costs | 25,591 | 55,679 | 92,583 | [1] | |||
Sistema P H De Ensino Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | 3,267 | 5,776 | 1,909 | ||||
Finance costs | [1] | ||||||
Colegio Motivo Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | 316 | 1,308 | |||||
Finance costs | [1] | ||||||
Acel Administracao de Cursos Educacionais Ltda | |||||||
Transactions held with Related parties | |||||||
Revenues | 283 | 1,230 | |||||
Finance costs | [1] | ||||||
Sociedade Educacional Parana Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | 795 | ||||||
Finance costs | [1] | ||||||
Sociedade Educacional Doze De Outubro Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | 134 | 295 | 1,770 | ||||
Finance costs | [1] | ||||||
Escola Mater Christi Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | 120 | 246 | |||||
Finance costs | [1] | ||||||
Somos Educacao S.A. | |||||||
Transactions held with Related parties | |||||||
Revenues | |||||||
Finance costs | 278 | [1] | |||||
Others | |||||||
Transactions held with Related parties | |||||||
Revenues | 72 | 134 | |||||
Finance costs | [1] | ||||||
Somos - Anglo (Predecessor) | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | R$ 9819 | R$ 12928 | ||||
Finance costs | [3] | 77,833 | 22,919 | ||||
Somos - Anglo (Predecessor) | Sistema P H De Ensino Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | 6,524 | 281 | ||||
Finance costs | [3] | ||||||
Somos - Anglo (Predecessor) | Curso P H Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | 6,438 | |||||
Finance costs | [3] | ||||||
Somos - Anglo (Predecessor) | Colegio Motivo Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | 471 | 1,548 | ||||
Finance costs | [3] | ||||||
Somos - Anglo (Predecessor) | Acel Administracao de Cursos Educacionais Ltda | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | 172 | 1,129 | ||||
Finance costs | [3] | ||||||
Somos - Anglo (Predecessor) | Sociedade Educacional Parana Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | 1,926 | 2,023 | ||||
Finance costs | [3] | ||||||
Somos - Anglo (Predecessor) | Sociedade Educacional Doze De Outubro Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | 376 | 440 | ||||
Finance costs | [3] | ||||||
Somos - Anglo (Predecessor) | Escola Mater Christi Ltda. | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | 181 | |||||
Finance costs | [3] | ||||||
Somos - Anglo (Predecessor) | Colegio Integrado JAO | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | 224 | 771 | ||||
Finance costs | [3] | ||||||
Somos - Anglo (Predecessor) | Somos Educacao S.A. | |||||||
Transactions held with Related parties | |||||||
Revenues | [2],[3] | 6 | |||||
Finance costs | [3] | 77,833 | |||||
Somos - Anglo (Predecessor) | Somos Educacao E Participacoes | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | 11 | |||||
Finance costs | [3] | 22,919 | |||||
Somos - Anglo (Predecessor) | Others | |||||||
Transactions held with Related parties | |||||||
Revenues | [2] | 120 | 106 | ||||
Finance costs | [3] | ||||||
[1] | Refers to debentures interest; see Note 14. | ||||||
[2] | Substantially refers to the amounts arising from the direct sales of printed books and learning systems to other entities of Somos’ Group for resale to its own clients. | ||||||
[3] | As described in note 14, this bonds liability and the finance cost refers to related party bonds subscribed by Somos. |
Related parties - Somos - Textu
Related parties - Somos - Textual - Anglo (Predecessor) (Details 3) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Transactions held with Related parties | ||||||
Suppliers - related parties | R$ 207174 | |||||
Finance costs | R$ 6817 | R$ 13854 | R$ 24612 | |||
Somos - Anglo (Predecessor) | ||||||
Transactions held with Related parties | ||||||
Suppliers - related parties | R$ 231190 | R$ 226887 | ||||
Finance costs | R$ 49604 | 45,200 | ||||
Somos - Anglo (Predecessor) | Related parties | ||||||
Transactions held with Related parties | ||||||
Suppliers - related parties | 231,190 | R$ 226887 | ||||
Finance costs | R$ 34621 | R$ 31866 |
Related parties - Compensation
Related parties - Compensation of key management personnel - Somos - Anglo (Predecessor) (Details 4) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | ||
Transactions held with Related parties | ||||||
Short-term employee benefits | R$ 155 | R$ 6982 | R$ 11430 | |||
Share-based compensation plan | 475 | 33,594 | 1,372 | |||
Total key management personnel compensation expenses | R$ 630 | R$ 40576 | R$ 12802 | |||
Somos - Anglo (Predecessor) | ||||||
Transactions held with Related parties | ||||||
Short-term employee benefits | R$ 1108 | R$ 2020 | ||||
Share-based compensation plan | [1] | 47,756 | 5,591 | |||
Total key management personnel compensation expenses | R$ 48864 | R$ 7611 | ||||
[1] | Certain executive officers also participate in the share-based compensation plan (see Note 22). In October 2018, a high volume of additional shares were granted to Management due to the transfer of control of Somos to Cogna Group as per the share-based plan conditions (note 22). |
Provision for risks of tax, c_3
Provision for risks of tax, civil and labor losses and Judicial deposits and escrow accounts - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Disclosure of contingent liabilities [line items] | |||||||||
Total of provision for tax, civil and labor losses | R$ 613933 | R$ 609007 | R$ 554565 | ||||||
Somos - Anglo (Predecessor) | |||||||||
Disclosure of contingent liabilities [line items] | |||||||||
Total of provision for tax, civil and labor losses | R$ 503141 | R$ 9258 | R$ 16399 | ||||||
Labor proceedings (ii) | |||||||||
Disclosure of contingent liabilities [line items] | |||||||||
Total of provision for tax, civil and labor losses | 37,896 | 51,193 | 49,652 | ||||||
Labor proceedings (ii) | Somos - Anglo (Predecessor) | |||||||||
Disclosure of contingent liabilities [line items] | |||||||||
Total of provision for tax, civil and labor losses | 10,587 | 9,173 | [1] | 15,671 | [1] | ||||
Tax proceedings (i) | |||||||||
Disclosure of contingent liabilities [line items] | |||||||||
Total of provision for tax, civil and labor losses | 572,724 | 557,783 | 502,764 | ||||||
Tax proceedings (i) | Somos - Anglo (Predecessor) | |||||||||
Disclosure of contingent liabilities [line items] | |||||||||
Total of provision for tax, civil and labor losses | 492,550 | [2] | 81 | ||||||
Civil proceedings | |||||||||
Disclosure of contingent liabilities [line items] | |||||||||
Total of provision for tax, civil and labor losses | R$ 313 | R$ 31 | R$ 2149 | ||||||
Civil proceedings | Somos - Anglo (Predecessor) | |||||||||
Disclosure of contingent liabilities [line items] | |||||||||
Total of provision for tax, civil and labor losses | R$ 4 | R$ 4 | R$ 728 | ||||||
[1] | The Business is a party to labor demands, which the most frequent cases refer to holiday proportional, salary differential, night additional pay, overtime, social contribution, among others. There are no individual labor demands with material amounts that require specific disclosure. | ||||||||
[2] | Mainly refers to income tax positions taken by the Business in connection with a corporate reorganization held in 2010. In 2018, given a tax assessment via an Infraction Notice received by Business for certain periods opened for tax audit coupled with an unfavorable jurisprudence on a similar tax case also reached in 2018, the Business reassessed this income tax position and recorded a liability, including interest and penalties, in the combined carve-out financial statements. |
Provision for risks of tax, c_4
Provision for risks of tax, civil and labor losses and Judicial deposits and escrow accounts - Somos - Anglo (Predecessor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | ||||
Changes in provision | ||||||||
Beginning balance | R$ 609007 | R$ 554565 | ||||||
Additions | 13,174 | 20,537 | ||||||
Reversals | (13,829) | 7,523 | ||||||
Interest | 13,297 | 41,428 | ||||||
Total effect on the results | 15,537 | 54,442 | ||||||
Payments | (7,716) | |||||||
Ending balance | R$ 554565 | 613,933 | 609,007 | |||||
Reconciliation with profit or loss for the period | ||||||||
Finance expense | (13,297) | (41,428) | ||||||
General and administrative expenses | (11,737) | (4,198) | ||||||
General and administrative expenses | 13,829 | 7,523 | ||||||
Income tax and social contribution | (1,437) | (16,339) | ||||||
Addition (Total) | 13,174 | 20,537 | ||||||
Reversal (Total) | (13,829) | 7,523 | ||||||
Interest (Total) | 13,297 | 41,428 | ||||||
Total effect on the results (Total) | 15,537 | 54,442 | ||||||
Somos - Anglo (Predecessor) | ||||||||
Changes in provision | ||||||||
Beginning balance | 503,141 | R$ 9258 | R$ 16399 | |||||
Additions | 426,213 | 1,480 | ||||||
Reversals | (2,169) | (2,713) | ||||||
Interest | 70,606 | |||||||
Total effect on the results | 494,650 | (1,233) | ||||||
Payments | (767) | (5,908) | ||||||
Ending balance | 503,141 | 9,258 | ||||||
Reconciliation with profit or loss for the period | ||||||||
Finance expense | (70,606) | |||||||
Finance expense - Total effect on the results | (70,606) | |||||||
General and administrative expenses | (152,763) | |||||||
General and administrative expenses | 2,169 | |||||||
General and administrative expenses - Total effect on the results | (150,594) | |||||||
Income tax and social contribution | (273,450) | |||||||
Income tax and social contribution - Total effect on the results | (273,450) | |||||||
Addition (Total) | 426,213 | 1,480 | ||||||
Reversal (Total) | (2,169) | (2,713) | ||||||
Interest (Total) | 70,606 | |||||||
Total effect on the results (Total) | 494,650 | (1,233) | ||||||
Tax proceedings (i) | ||||||||
Changes in provision | ||||||||
Beginning balance | 557,783 | 502,764 | ||||||
Additions | 10,651 | 16,339 | ||||||
Reversals | (4,189) | (699) | ||||||
Interest | 11,479 | 39,379 | ||||||
Total effect on the results | 20,836 | 55,019 | ||||||
Payments | ||||||||
Ending balance | 502,764 | 572,724 | 557,783 | |||||
Reconciliation with profit or loss for the period | ||||||||
Addition (Total) | 10,651 | 16,339 | ||||||
Reversal (Total) | (4,189) | (699) | ||||||
Interest (Total) | 11,479 | 39,379 | ||||||
Total effect on the results (Total) | 20,836 | 55,019 | ||||||
Tax proceedings (i) | Somos - Anglo (Predecessor) | ||||||||
Changes in provision | ||||||||
Beginning balance | 492,550 | [1] | 81 | |||||
Additions | 421,906 | [1] | 81 | |||||
Reversals | [1] | |||||||
Interest | 70,563 | [1] | ||||||
Total effect on the results | 492,469 | [1] | 81 | |||||
Payments | [1] | |||||||
Ending balance | 492,550 | [1] | 81 | |||||
Reconciliation with profit or loss for the period | ||||||||
Addition (Total) | 421,906 | [1] | 81 | |||||
Reversal (Total) | [1] | |||||||
Interest (Total) | 70,563 | [1] | ||||||
Total effect on the results (Total) | 492,469 | [1] | 81 | |||||
Labor proceedings (ii) | ||||||||
Changes in provision | ||||||||
Beginning balance | 51,193 | 49,652 | ||||||
Additions | 2,093 | 4,133 | ||||||
Reversals | (9,538) | (4,585) | ||||||
Interest | 1,805 | 1,993 | ||||||
Total effect on the results | (5,640) | 1,541 | ||||||
Payments | (7,657) | |||||||
Ending balance | 49,652 | 37,896 | 51,193 | |||||
Reconciliation with profit or loss for the period | ||||||||
Addition (Total) | 2,093 | 4,133 | ||||||
Reversal (Total) | (9,538) | (4,585) | ||||||
Interest (Total) | 1,805 | 1,993 | ||||||
Total effect on the results (Total) | (5,640) | 1,541 | ||||||
Labor proceedings (ii) | Somos - Anglo (Predecessor) | ||||||||
Changes in provision | ||||||||
Beginning balance | 10,587 | 9,173 | [2] | 15,671 | [2] | |||
Additions | 4,315 | 1,312 | ||||||
Reversals | (2,169) | (2,697) | ||||||
Interest | 35 | |||||||
Total effect on the results | 2,181 | (1,385) | ||||||
Payments | (767) | (5,113) | ||||||
Ending balance | 10,587 | 9,173 | [2] | |||||
Reconciliation with profit or loss for the period | ||||||||
Addition (Total) | 4,315 | 1,312 | ||||||
Reversal (Total) | (2,169) | (2,697) | ||||||
Interest (Total) | 35 | |||||||
Total effect on the results (Total) | 2,181 | (1,385) | ||||||
Civil proceedings | ||||||||
Changes in provision | ||||||||
Beginning balance | 31 | 2,149 | ||||||
Additions | 430 | 65 | ||||||
Reversals | (102) | (2,239) | ||||||
Interest | 13 | 56 | ||||||
Total effect on the results | 341 | (2,118) | ||||||
Payments | (59) | |||||||
Ending balance | 2,149 | 313 | 31 | |||||
Reconciliation with profit or loss for the period | ||||||||
Addition (Total) | 430 | 65 | ||||||
Reversal (Total) | (102) | (2,239) | ||||||
Interest (Total) | 13 | 56 | ||||||
Total effect on the results (Total) | R$ 341 | R$ 2118 | ||||||
Civil proceedings | Somos - Anglo (Predecessor) | ||||||||
Changes in provision | ||||||||
Beginning balance | R$ 4 | 4 | 728 | |||||
Additions | (8) | 87 | ||||||
Reversals | (16) | |||||||
Interest | 8 | |||||||
Total effect on the results | 71 | |||||||
Payments | (795) | |||||||
Ending balance | 4 | 4 | ||||||
Reconciliation with profit or loss for the period | ||||||||
Addition (Total) | (8) | 87 | ||||||
Reversal (Total) | (16) | |||||||
Interest (Total) | 8 | |||||||
Total effect on the results (Total) | R$ 71 | |||||||
[1] | Mainly refers to income tax positions taken by the Business in connection with a corporate reorganization held in 2010. In 2018, given a tax assessment via an Infraction Notice received by Business for certain periods opened for tax audit coupled with an unfavorable jurisprudence on a similar tax case also reached in 2018, the Business reassessed this income tax position and recorded a liability, including interest and penalties, in the combined carve-out financial statements. | |||||||
[2] | The Business is a party to labor demands, which the most frequent cases refer to holiday proportional, salary differential, night additional pay, overtime, social contribution, among others. There are no individual labor demands with material amounts that require specific disclosure. |
Provision for risks of tax, c_5
Provision for risks of tax, civil and labor losses and Judicial deposits and escrow accounts - Somos - Anglo (Predecessor) (Details 3) - Somos - Anglo (Predecessor) R$ in Thousands | Oct. 10, 2018BRL (R$) |
Disclosure of contingent liabilities [line items] | |
Contingent liabilities | R$ 41187 |
Tax proceedings (i) | |
Disclosure of contingent liabilities [line items] | |
Contingent liabilities | |
Labor proceedings (ii) | |
Disclosure of contingent liabilities [line items] | |
Contingent liabilities | 39,052 |
Civil proceedings | |
Disclosure of contingent liabilities [line items] | |
Contingent liabilities | R$ 2135 |
Provision for risks of tax, c_6
Provision for risks of tax, civil and labor losses and Judicial deposits and escrow accounts - Somos - Anglo (Predecessor) (Details 4) - BRL (R$) R$ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of contingent liabilities [line items] | |||||
Indemnification asset | [1] | R$ 153714 | R$ 149600 | ||
Total | 172,748 | 172,932 | |||
Somos - Anglo (Predecessor) | |||||
Disclosure of contingent liabilities [line items] | |||||
Indemnification asset | R$ 3074 | R$ 2975 | |||
Total | 6,050 | 5,826 | |||
Tax proceedings | |||||
Disclosure of contingent liabilities [line items] | |||||
Contingent assets arising from proceedings | 2,004 | 1,419 | |||
Tax proceedings | Somos - Anglo (Predecessor) | |||||
Disclosure of contingent liabilities [line items] | |||||
Contingent assets arising from proceedings | 2,450 | 2,450 | |||
Labor proceedings | |||||
Disclosure of contingent liabilities [line items] | |||||
Contingent assets arising from proceedings | R$ 955 | ||||
Labor proceedings | Somos - Anglo (Predecessor) | |||||
Disclosure of contingent liabilities [line items] | |||||
Contingent assets arising from proceedings | 509 | 390 | |||
Civil proceedings | Somos - Anglo (Predecessor) | |||||
Disclosure of contingent liabilities [line items] | |||||
Contingent assets arising from proceedings | R$ 17 | R$ 11 | |||
[1] | Refers to an indemnification asset from the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$153,714 (R$ 149,600 on December 31, 2019). See Note 20. This asset is indexed to CDI (Certificates of Interbank Deposits). |
Share-based Compensation - So_3
Share-based Compensation - Somos - Anglo (Predecessor) (Details) R$ / shares in Units, R$ in Thousands | 9 Months Ended | 12 Months Ended | |||||
Oct. 10, 2018BRL (R$)itemR$ / shares | Dec. 31, 2020BRL (R$)shares | Dec. 31, 2017BRL (R$)itemR$ / shares | Dec. 31, 2016R$ / shares | Dec. 31, 2015R$ / shares | Dec. 31, 2014R$ / shares | ||
Consolidated changes in quantity of share under the plan | |||||||
Opening Balance of share units | shares | |||||||
Settled during the period | shares | (411,404) | ||||||
Closing Balance of share units | shares | 932,603 | ||||||
Effects on Consolidated Statement of Profit or Loss | R$ | R$ 63331 | ||||||
Somos - Anglo (Predecessor) | |||||||
Share-based compensation | |||||||
Percentage of the Cogna Group’s total share capital under the plan | 5.00% | ||||||
Perecentage of total equity per year granted under share based compensation plan | 1.00% | ||||||
Number of shares to be wholly settled with the delivery of the shares | shares | 13,062,883 | ||||||
Share price at estimated grant date R$ | R$ / shares | R$ 22.60 | R$ 21.69 | R$ 14.35 | R$ 9.47 | R$ 12.33 | ||
Vesting period | 5 years | 5 years | 5 years | 5 years | 5 years | ||
Consolidated changes in quantity of share under the plan | |||||||
Opening Balance of share units | 949,236 | ||||||
Closing Balance of share units | 2,356,355 | [1] | 949,236 | ||||
Effects on Consolidated Statement of Profit or Loss | R$ | R$ 69119 | R$ 5591 | |||||
Somos - Anglo (Predecessor) | Equity Settled | |||||||
Consolidated changes in quantity of share under the plan | |||||||
Opening Balance of share units | 949,236 | ||||||
Closing Balance of share units | 451,825 | [1] | 949,236 | ||||
Weighted averagesprice of settled shares | R$ / shares | R$ 11.51 | ||||||
Somos - Anglo (Predecessor) | Cash Settled | |||||||
Consolidated changes in quantity of share under the plan | |||||||
Opening Balance of share units | |||||||
Closing Balance of share units | 1,904,530 | [1] | |||||
Weighted averagesprice of settled shares | R$ / shares | R$ 23.75 | ||||||
Somos - Anglo (Predecessor) | Original Terms | |||||||
Consolidated changes in quantity of share under the plan | |||||||
Granted during the period | 172,430 | ||||||
Settled during the period | (558,364) | ||||||
Somos - Anglo (Predecessor) | Original Terms | Equity Settled | |||||||
Consolidated changes in quantity of share under the plan | |||||||
Granted during the period | 172,430 | ||||||
Settled during the period | (558,364) | ||||||
Somos - Anglo (Predecessor) | Original Terms | Cash Settled | |||||||
Consolidated changes in quantity of share under the plan | |||||||
Granted during the period | |||||||
Settled during the period | |||||||
Somos - Anglo (Predecessor) | Amended Terms [Member] | |||||||
Consolidated changes in quantity of share under the plan | |||||||
Granted during the period | 1,793,053 | ||||||
Reclassified | |||||||
Somos - Anglo (Predecessor) | Amended Terms [Member] | Equity Settled | |||||||
Consolidated changes in quantity of share under the plan | |||||||
Granted during the period | |||||||
Reclassified | (111,477) | ||||||
Somos - Anglo (Predecessor) | Amended Terms [Member] | Cash Settled | |||||||
Consolidated changes in quantity of share under the plan | |||||||
Granted during the period | 1,793,053 | ||||||
Reclassified | 111,477 | ||||||
[1] | With the effective transfer of the control of Somos Group to SABER Serviços Educacionais S.A. (“SABER”), indirect subsidiary of Cogna Educação S.A, on October 11, 2018, all shares granted and undelivered were settled by Somos Group (see Note 30). |
Current and Deferred Income _11
Current and Deferred Income Tax and Social Contribution - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | ||
Disclosure of income tax by nature [line items] | ||||||
Loss before income tax and social contribution | R$ 3690 | R$ 71053 | R$ 90315 | |||
Nominal statutory rate of income tax and social contribution | 34.00% | 34.00% | 34.00% | |||
IRPJ and CSLL calculated at the nominal rates | R$ 1255 | R$ 24158 | R$ 30707 | |||
Permanent exclusion (additions) | (3,475) | 1,246 | (1,100) | |||
Income tax and social contribution | (4,730) | 25,404 | 29,607 | |||
Current IRPJ and CSLL in the result | (4,750) | 7,874 | (22,113) | |||
Deferred IRPJ and CSLL in the result | 20 | 17,530 | 51,720 | |||
Total income tax and social contribution | R$ 4730 | R$ 25404 | R$ 29607 | |||
Somos - Anglo (Predecessor) | ||||||
Disclosure of income tax by nature [line items] | ||||||
Loss before income tax and social contribution | R$ 346346 | R$ 10609 | ||||
Nominal statutory rate of income tax and social contribution | 34.00% | 34.00% | ||||
IRPJ and CSLL calculated at the nominal rates | R$ 117758 | R$ 3607 | ||||
Permanent exclusion (additions) | 390 | (1,535) | ||||
Provision for risks of income taxes | (273,450) | |||||
Permanent additions of penalties of income tax | (49,045) | |||||
Derecognition of previously recognized deductible temporary difference on goodwill | [1] | (62,654) | ||||
Income tax and social contribution | (267,001) | 2,072 | ||||
Current IRPJ and CSLL in the result | (274,408) | |||||
Deferred IRPJ and CSLL in the result | 7,407 | 2,072 | ||||
Total income tax and social contribution | R$ 267001 | R$ 2072 | ||||
[1] | As described in footnote 20 a., the Business reassessed the income tax position related to corporate reorganization and the benefit of deductibility of the goodwill and as a result, the balance of deferred income tax asset was derecognized. Additionally, given that the Business still have an accounting goodwill recognized but no tax basis, a deferred income tax liability was recognized. The impact of deferred income tax to these financial statement with respect to this reassessment was a charge to the combined carve-out statement of profit or loss and other comprehensive income in the amount of R$ 62,654. |
Current and Deferred Income _12
Current and Deferred Income Tax and Social Contribution- Somos - Anglo (Predecessor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 11, 2018 | ||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | R$ 87971 | R$ 88546 | R$ 57340 | R$ 87951 | ||||||||
Effect on profit (loss) | 20 | 17,530 | 51,720 | |||||||||
Deferred Assets, net at end of period | 87,971 | 88,546 | (57,340) | 87,951 | ||||||||
The impact of deferred income tax to financial statement with respect to reassessment | 83,859 | |||||||||||
Somos - Anglo (Predecessor) | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | R$ 34963 | R$ 27556 | R$ 25484 | |||||||||
Effect on profit (loss) | 7,407 | 2,072 | ||||||||||
Deferred Assets, net at end of period | 34,963 | 27,556 | 25,484 | |||||||||
The impact of deferred income tax to financial statement with respect to reassessment | 62,654 | |||||||||||
Deferred income tax asset on tax losses carryforward calculated based on a separate return method | 108,505 | 52,680 | 37,712 | |||||||||
Income tax and social contribution losses carryforwards | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 110,499 | 182,257 | [1] | 31,353 | [1] | 119,557 | ||||||
Effect on profit (loss) | (9,058) | 137,228 | [1] | 6,573 | ||||||||
Deferred Assets, net at end of period | 110,499 | 182,257 | [1] | 31,353 | [1] | 119,557 | ||||||
Income tax and social contribution losses carryforwards | Somos - Anglo (Predecessor) | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | [2] | 119,556 | 65,872 | 48,486 | ||||||||
Effect on profit (loss) | [2] | 53,684 | 17,386 | |||||||||
Deferred Assets, net at end of period | [2] | 119,556 | 65,872 | 48,486 | ||||||||
Impairment losses on trade receivables | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 6,532 | 9,543 | 6,730 | 9,068 | ||||||||
Effect on profit (loss) | (2,536) | 2,813 | 1,129 | |||||||||
Deferred Assets, net at end of period | 6,532 | 9,543 | 6,730 | 9,068 | ||||||||
Impairment losses on trade receivables | Somos - Anglo (Predecessor) | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 8,091 | 6,648 | 7,012 | |||||||||
Effect on profit (loss) | 1,443 | (364) | ||||||||||
Deferred Assets, net at end of period | 8,091 | 6,648 | 7,012 | |||||||||
Provision for obsolete inventories | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 24,619 | 3,263 | 7,753 | 25,906 | ||||||||
Effect on profit (loss) | (1,287) | (4,490) | (19,289) | |||||||||
Deferred Assets, net at end of period | 24,619 | 3,263 | 7,753 | 25,906 | ||||||||
Provision for obsolete inventories | Somos - Anglo (Predecessor) | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 24,703 | 24,350 | 22,845 | |||||||||
Effect on profit (loss) | 353 | 1,505 | ||||||||||
Deferred Assets, net at end of period | 24,703 | 24,350 | 22,845 | |||||||||
Imputed interest on suppliers | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | (10,366) | (744) | (3,303) | (428) | ||||||||
Effect on profit (loss) | (9,938) | 2,559 | 8,477 | |||||||||
Deferred Assets, net at end of period | (10,366) | (744) | (3,303) | (428) | ||||||||
Imputed interest on suppliers | Somos - Anglo (Predecessor) | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | (428) | (5,679) | (8,197) | |||||||||
Effect on profit (loss) | 5,251 | 2,518 | ||||||||||
Deferred Assets, net at end of period | (428) | (5,679) | (8,197) | |||||||||
Provision for risks of tax, civil and labor losses | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 5,867 | 19,138 | 20,189 | 3,624 | ||||||||
Effect on profit (loss) | 2,243 | (1,051) | 15,497 | |||||||||
Deferred Assets, net at end of period | 5,867 | 19,138 | 20,189 | 3,624 | ||||||||
Provision for risks of tax, civil and labor losses | Somos - Anglo (Predecessor) | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 29,043 | 3,148 | 5,576 | |||||||||
Effect on profit (loss) | 25,895 | (2,428) | ||||||||||
Deferred Assets, net at end of period | 29,043 | 3,148 | 5,576 | |||||||||
Refund liabilities and right to returned goods | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 17,967 | 10,903 | 14,998 | 12,162 | ||||||||
Effect on profit (loss) | 5,805 | (4,095) | (6,170) | |||||||||
Deferred Assets, net at end of period | 17,967 | 10,903 | 14,998 | 12,162 | ||||||||
Refund liabilities and right to returned goods | Somos - Anglo (Predecessor) | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 10,579 | 18,172 | 10,325 | |||||||||
Effect on profit (loss) | (7,593) | 7,847 | ||||||||||
Deferred Assets, net at end of period | 10,579 | 18,172 | 10,325 | |||||||||
Other temporary difference | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 10,745 | 10,020 | 6,512 | 8,951 | ||||||||
Effect on profit (loss) | 1,794 | 3,508 | (2,379) | |||||||||
Deferred Assets, net at end of period | 10,745 | 10,020 | 6,512 | 8,951 | ||||||||
Other temporary difference | Somos - Anglo (Predecessor) | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | 8,950 | 6,654 | 13,482 | |||||||||
Effect on profit (loss) | 2,296 | (6,828) | ||||||||||
Deferred Assets, net at end of period | 8,950 | 6,654 | 13,482 | |||||||||
Goodwill and fair value adjustments on business combination | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | (77,892) | [3] | (150,598) | [4] | (30,486) | [4] | (90,889) | [3] | ||||
Effect on profit (loss) | 12,997 | [3] | (120,112) | [4] | 46,574 | [3] | ||||||
Deferred Assets, net at end of period | R$ 77892 | [3] | R$ 150598 | [4] | R$ 30486 | [4] | R$ 90889 | [3] | ||||
Goodwill and fair value adjustments on business combination | Somos - Anglo (Predecessor) | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | [5] | (165,531) | (107,641) | (112,190) | ||||||||
Effect on profit (loss) | [5] | (57,890) | 4,549 | |||||||||
Deferred Assets, net at end of period | [5] | (165,531) | (107,641) | (112,190) | ||||||||
Tax benefit of goodwill to be incurred | Somos - Anglo (Predecessor) | ||||||||||||
Changes in deferred income tax and social contribution assets and liabilities | ||||||||||||
Deferred Assets, net at beginning of period | [5] | 16,032 | 38,145 | |||||||||
Effect on profit (loss) | [5] | (16,032) | (22,113) | |||||||||
Deferred Assets, net at end of period | [5] | R$ 16032 | R$ 38145 | |||||||||
[1] | Refers to tax losses carryforwards accumulated supported by the Company’s forecasts of the future profitability. | |||||||||||
[2] | Includes R$ 108,505 as of October 10, 2018 (R$ 52,680 and R$ 37,712 as of December 31, 2017 and January 1, 2017, respectively) related to deferred income tax asset on tax losses carryforward calculated based on a separate return method for the carve-out operations which will be derecognized through Parent´s Net Investment upon the conclusion of the legal entity structure that will be completed via the comprehensive corporate restructuring mentioned in note 1 of Successor’s combined and unaudited interim condensed combined carve-out financial statements. | |||||||||||
[3] | On December 31, 2019 was derecognized through Parent´s Net Investment in the amount of R$ (83,859), upon the conclusion of the legal entity structure that was completed via the comprehensive corporate restructuring and the difference between tax bases of legal entity and amount recognized based on a separate return method for the carve-out operation. | |||||||||||
[4] | Goodwill and fair value adjustments on business combination comprise three components, being (i) goodwill and fair value adjustment of prior business combination by predecessor Somos Anglo; (ii) amortization of fair value adjustment related to acquisition of the predecessor Somos Anglo by the successor Vasta; and (iii) deductibility of the acquisition goodwill for tax purpose allowed by tax law. | |||||||||||
[5] | As described in footnote 20 a., the Business reassessed the income tax position related to corporate reorganization and the benefit of deductibility of the goodwill and as a result, the balance of deferred income tax asset was derecognized. Additionally, given that the Business still have an accounting goodwill recognized but no tax basis, a deferred income tax liability was recognized. The impact of deferred income tax to these financial statement with respect to this reassessment was a charge to the combined carve-out statement of profit or loss and other comprehensive income in the amount of R$ 62,654. |
Net Revenue from sales and Se_9
Net Revenue from sales and Services - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | ||
Net Revenue from sales and Services | ||||||
Gross revenue | R$ 284148 | R$ 1111739 | R$ 1110157 | |||
Deductions from gross revenue | ||||||
Taxes | (3,193) | (6,431) | (9,292) | |||
Discounts | (3,687) | (8,609) | (38,901) | |||
Returns | (30,907) | (99,071) | (72,281) | |||
Net revenue | 246,361 | 997,628 | 989,683 | |||
Sales | 241,221 | 967,374 | 971,250 | |||
Services | 5,140 | 30,254 | 18,433 | |||
Net revenue | 246,361 | 997,628 | 989,683 | |||
Somos - Anglo (Predecessor) | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | R$ 604105 | R$ 812640 | ||||
Deductions from gross revenue | ||||||
Taxes | (7,041) | (8,092) | ||||
Discounts | (37,159) | (35,727) | ||||
Returns | (41,375) | (82,859) | ||||
Net revenue | 518,530 | 685,962 | ||||
Sales | 500,358 | 663,360 | ||||
Services | 18,172 | 22,602 | ||||
Net revenue | 518,530 | 685,962 | ||||
Total Content & EdTech Platform | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | 273,247 | 1,014,107 | 997,805 | |||
Deductions from gross revenue | ||||||
Taxes | (2,712) | (4,171) | (6,053) | |||
Discounts | (3,687) | (8,609) | (38,901) | |||
Returns | (30,369) | (92,921) | (70,592) | |||
Net revenue | 236,479 | 908,406 | 882,259 | |||
Net revenue | 236,479 | 908,406 | 882,259 | |||
Total Content & EdTech Platform | Somos - Anglo (Predecessor) | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | 543,046 | 812,640 | ||||
Deductions from gross revenue | ||||||
Taxes | (4,756) | (8,092) | ||||
Discounts | (37,159) | (35,727) | ||||
Returns | (40,476) | (82,859) | ||||
Net revenue | 460,655 | 685,962 | ||||
Net revenue | 460,655 | 685,962 | ||||
Learning Systems | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | 101,097 | 608,200 | 542,070 | |||
Deductions from gross revenue | ||||||
Taxes | (624) | (40) | (79) | |||
Discounts | (3,263) | (8,603) | (37,989) | |||
Returns | (1,443) | (17,553) | (9,350) | |||
Net revenue | 95,767 | 582,003 | 494,652 | |||
Net revenue | 95,767 | 582,003 | 494,652 | |||
Learning Systems | Somos - Anglo (Predecessor) | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | 330,779 | 348,982 | ||||
Deductions from gross revenue | ||||||
Taxes | (81) | (39) | ||||
Discounts | (36,443) | (35,721) | ||||
Returns | (16,313) | (22,307) | ||||
Net revenue | 277,942 | 290,993 | ||||
Net revenue | 277,942 | 290,993 | ||||
Textbooks | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | 138,017 | 308,298 | 339,535 | |||
Deductions from gross revenue | ||||||
Taxes | (858) | (250) | (2,251) | |||
Discounts | ||||||
Returns | (28,867) | (72,488) | (58,757) | |||
Net revenue | 108,292 | 235,560 | 278,527 | |||
Net revenue | 108,292 | 235,560 | 278,527 | |||
Textbooks | Somos - Anglo (Predecessor) | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | 147,593 | 351,334 | ||||
Deductions from gross revenue | ||||||
Taxes | (1,018) | (1,040) | ||||
Returns | (20,827) | (59,284) | ||||
Net revenue | 125,748 | 291,010 | ||||
Net revenue | 125,748 | 291,010 | ||||
Complementary Education Services | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | 1,725 | 63,491 | 33,106 | |||
Deductions from gross revenue | ||||||
Taxes | (17) | (37) | ||||
Discounts | (6) | (1) | ||||
Returns | (39) | (2,880) | (1,880) | |||
Net revenue | 1,686 | 60,588 | 31,188 | |||
Net revenue | 1,686 | 60,588 | 31,188 | |||
Complementary Education Services | Somos - Anglo (Predecessor) | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | 22,989 | 30,065 | ||||
Deductions from gross revenue | ||||||
Taxes | (160) | (1,329) | ||||
Returns | (2,568) | (914) | ||||
Net revenue | 20,261 | 27,822 | ||||
Net revenue | 20,261 | 27,822 | ||||
Other services | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | [1] | 32,408 | 34,118 | 83,094 | ||
Deductions from gross revenue | ||||||
Taxes | [1] | (1,230) | (3,864) | (3,686) | ||
Discounts | [1] | (424) | (911) | |||
Returns | [1] | (20) | (605) | |||
Net revenue | [1] | 30,734 | 30,254 | 77,892 | ||
Net revenue | [1] | 30,734 | 30,254 | 77,892 | ||
Other services | Somos - Anglo (Predecessor) | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | [2] | 41,685 | 82,259 | |||
Deductions from gross revenue | ||||||
Taxes | [2] | (3,497) | (5,763) | |||
Discounts | [2] | (716) | (6) | |||
Returns | [2] | (769) | (353) | |||
Net revenue | [2] | 36,703 | 76,137 | |||
Net revenue | [2] | 36,703 | 76,137 | |||
Total Digital Services Platform - Ecommerce | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | 10,901 | 97,632 | 112,352 | |||
Deductions from gross revenue | ||||||
Taxes | (481) | (2,261) | (3,239) | |||
Returns | (538) | (6,149) | (1,689) | |||
Net revenue | 9,882 | 89,222 | 107,424 | |||
Net revenue | R$ 9882 | R$ 89222 | R$ 107424 | |||
Total Digital Services Platform - Ecommerce | Somos - Anglo (Predecessor) | ||||||
Net Revenue from sales and Services | ||||||
Gross revenue | 61,059 | |||||
Deductions from gross revenue | ||||||
Taxes | (2,286) | |||||
Returns | (898) | |||||
Net revenue | 57,875 | |||||
Net revenue | R$ 57875 | |||||
[1] | Refers also to revenue from sales of textbooks used in preparatory courses for university admission exams. | |||||
[2] | Refers also to revenue from textbook sales of preparatory course for university admission exams. |
Costs and Expenses by Nature _8
Costs and Expenses by Nature - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | ||
Costs and expenses by nature | ||||||
Salaries and payroll charges | [1] | R$ 62376 | R$ 279523 | R$ 200621 | ||
(Provision) reversal for risks of tax, civil and labor losses | 19 | 2,092 | 3,325 | |||
Raw materials and productions costs | (27,267) | (216,791) | (238,635) | |||
Editorial costs | (21,638) | (52,794) | (61,281) | |||
Depreciation and amortization | (21,770) | (174,088) | (164,932) | |||
Copyright | (20,473) | (59,597) | (61,975) | |||
Advertising and publicity | (17,091) | (88,965) | (60,416) | |||
Utilities, cleaning and security | (9,379) | (19,499) | (11,869) | |||
Rent and condominium fees | (7,929) | (14,278) | (20,375) | |||
Third-party services | (3,817) | (23,904) | (26,406) | |||
Travel | (3,664) | (8,760) | (12,471) | |||
Consulting and advisory services | (2,910) | (25,269) | (16,028) | |||
Impairment (losses) reversal on trade receivables | (2,283) | (25,015) | (4,297) | |||
Provision for losses of obsolete inventories | 3,098 | (4,057) | (6,831) | |||
Taxes and contributions | (267) | (2,066) | (3,278) | |||
Material | (1,762) | (3,708) | (1,087) | |||
Other expenses | (5,858) | 4,283 | (20,052) | |||
Costs and Expenses by Nature | R$ 205367 | R$ 970256 | R$ 907229 | |||
Somos - Anglo (Predecessor) | ||||||
Costs and expenses by nature | ||||||
Salaries and payroll charges | R$ 180118 | R$ 170694 | ||||
(Provision) reversal for risks of tax, civil and labor losses | (150,594) | 1,233 | ||||
Raw materials and productions costs | (105,454) | (73,547) | ||||
Editorial costs | (26,249) | (43,998) | ||||
Depreciation and amortization | (37,660) | (43,245) | ||||
Copyright | (31,315) | (55,211) | ||||
Advertising and publicity | (30,279) | (41,740) | ||||
Utilities, cleaning and security | (21,718) | (36,808) | ||||
Rent and condominium fees | (19,474) | (17,795) | ||||
Third-party services | (11,481) | (20,798) | ||||
Travel | (11,471) | (11,288) | ||||
Consulting and advisory services | (10,535) | (13,449) | ||||
Impairment (losses) reversal on trade receivables | (4,027) | 908 | ||||
Provision for losses of obsolete inventories | (352) | (4,427) | ||||
Taxes and contributions | (2,560) | (2,875) | ||||
Material | (2,164) | (5,220) | ||||
Other expenses | (24,873) | (50,728) | ||||
Costs and Expenses by Nature | R$ 670324 | R$ 589682 | ||||
[1] | Increase impacted by Bonus IPO expenses recognized in the statement of consolidated Profit and loss, amount R$ and also business acquisitions occurred in 2020. |
Costs and Expenses by Nature _9
Costs and Expenses by Nature - Somos - Anglo (Predecessor) (Details 2) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Costs and expenses by nature | |||||
Cost of goods sold and services | R$ 69903 | R$ 378003 | R$ 447049 | ||
Commercial expenses | (51,151) | (165,169) | (184,592) | ||
General and administrative expenses | (84,898) | (406,352) | (276,427) | ||
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) | ||
Other operating income (expenses), net | 2,868 | 4,283 | 5,136 | ||
Costs and Expenses by Nature | R$ 205367 | R$ 970256 | R$ 907229 | ||
Somos - Anglo (Predecessor) | |||||
Costs and expenses by nature | |||||
Cost of goods sold and services | R$ 220975 | R$ 255250 | |||
Commercial expenses | (139,052) | (170,651) | |||
General and administrative expenses | (310,527) | (162,760) | |||
Impairment losses on trade receivables | (4,027) | 908 | |||
Other operating income (expenses), net | 4,257 | (1,929) | |||
Costs and Expenses by Nature | R$ 670324 | R$ 589682 |
Finance result - Somos - Angl_3
Finance result - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | ||
Finance income | ||||||
Interest on financial investments | [1] | R$ 1810 | R$ 16907 | R$ 1703 | ||
Other finance income | 2,100 | 4,077 | 3,713 | |||
Finance income | 3,910 | 20,984 | 5,416 | |||
Finance costs | ||||||
Interest on bonds and financing | [2] | (25,611) | (52,935) | (92,583) | ||
Imputed interest on suppliers | (6,817) | (13,854) | (24,612) | |||
Bank and collection fees | [3] | (607) | (17,771) | (847) | ||
Interest on provision for risks of tax, civil and labor losses | (6,591) | (13,297) | (41,428) | |||
Other finance expenses | (1,588) | (3,131) | (2,403) | |||
Finance costs | (41,214) | (119,409) | (178,185) | |||
Total finance result | R$ 37304 | R$ 98425 | R$ 172769 | |||
Somos - Anglo (Predecessor) | ||||||
Finance income | ||||||
Interest on financial investments | R$ 17429 | R$ 13009 | ||||
Other finance income | 9,390 | 8,822 | ||||
Finance income | 26,819 | 21,831 | ||||
Finance costs | ||||||
Interest on bonds and financing | (89,149) | (78,259) | ||||
Imputed interest on suppliers | (49,604) | (45,200) | ||||
Bank and collection fees | (2,423) | (1,902) | ||||
Interest on provision for risks of tax, civil and labor losses | (70,606) | |||||
Other finance expenses | (9,589) | (3,359) | ||||
Finance costs | (221,371) | (128,720) | ||||
Total finance result | R$ 194552 | R$ 106889 | ||||
[1] | Refers to income from Marketable Securities financial income, due to IPO process occurred on July 31, 2020. | |||||
[2] | Refers to the Bonds with related parties, which include Saber Serviços Educacionais (“Saber”), which the principal and interests are being paid. | |||||
[3] | Refers substantially to bank and collection fees incurred in connection with certain bank transactions for example, IPO cash remittance from the USA to Brazil and bank fees related to Bank settlements. |
Business Combination - Textual
Business Combination - Textual - Somos - Anglo (Predecessor) (Details) - Somos - Anglo (Predecessor) - Livraria Livro Facil Ltda R$ in Millions | Dec. 31, 2017BRL (R$) |
Business Combinations | |
Percentage of voting equity interests acquired | 100.00% |
Business Combination, Purchase Price, Amount | R$ 23.8 |
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | 10.2 |
Parent Entity | |
Business Combinations | |
Cash transferred | 8.8 |
Somos Sistemas de Ensino S.A. | |
Business Combinations | |
Business Combination, shares transferred | R$ 4.8 |
Business Combination - Somos _3
Business Combination - Somos - Anglo (Predecessor) (Details 2) - Somos - Anglo (Predecessor) - Livraria Livro Facil Ltda R$ in Thousands | Dec. 31, 2017BRL (R$) | |
Business Combinations | ||
Cash and cash equivalents | R$ 1013 | |
Trade receivables | 3,349 | |
Inventories | 34,250 | [1] |
Taxes recoverable | 205 | |
Other Assets | 1,615 | |
Property, plant and equipment | 514 | |
Intangible assets | 7,050 | [2] |
Suppliers | (34,795) | |
Taxes payable | (919) | |
Income tax and social contribution payable | (292) | |
Net Assets (A) | 11,990 | |
Goodwill | 11,835 | |
Acquisition total cost | R$ 23825 | |
[1] | Fair values adjustments were obtained based on the market comparison technique – i.e. the fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. | |
[2] | Substantially refers to “Customer Portfolio which its asset’s fair value was obtained based on the estimated revenue taking into account the contractual customer relationships existing on the acquisition date, with an average contract termination period and a nominal discount rate of 15.00% p.a. was used, which is equivalent to the Weighted Averaged Cost of Capital (“WACC”). |
Business Combination - Textua_2
Business Combination - Textual - Somos - Anglo (Predecessor) (Details 3) - Somos - Anglo (Predecessor) - Livraria Livro Facil Ltda R$ in Thousands | Dec. 31, 2017BRL (R$) |
Business Combinations | |
Revenue from the date of acquisition | R$ 0 |
Net profit (loss) from the date of acquisition | 0 |
Combined carve-out revenue | 749,900 |
Combined carve-out profit (loss) before income tax and social contribution | R$ 8700 |
Customer Portfolio [member] | |
Business Combinations | |
Intangible assets, discount rate | 15.00% |
Intangible assets, discount rate basis | Weighted Averaged Cost of Capital (“WACC”) |
Segment Reporting - Somos - A_3
Segment Reporting - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting | ||||||
Net revenue from sales and services | R$ 246361 | R$ 997628 | R$ 989683 | |||
Cost of goods sold and services | (69,903) | (378,003) | (447,049) | |||
Gross profit | 176,458 | 619,625 | 542,634 | |||
Operating income (expenses) | ||||||
General and administrative expenses | (84,898) | (406,352) | (276,427) | |||
Commercial expenses | (51,151) | (165,169) | (184,592) | |||
Other operating net income | 2,868 | 4,283 | 5,136 | |||
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) | |||
(Loss) / Profit before finance results and taxes | 40,994 | 27,372 | 82,454 | |||
Assets | 6,139,691 | 6,978,270 | 6,167,794 | |||
Current and non-current liabilities | 2,871,190 | 2,192,953 | 3,067,711 | |||
Content & EdTech Platform | ||||||
Segment Reporting | ||||||
Net revenue from sales and services | 236,479 | 908,406 | 882,259 | |||
Cost of goods sold and services | (64,701) | (301,882) | (359,730) | |||
Operating income (expenses) | ||||||
General and administrative expenses | (83,963) | (382,740) | (260,338) | |||
Commercial expenses | (49,346) | (152,659) | (181,681) | |||
Other operating net income | 2,868 | 5,136 | ||||
Impairment losses on trade receivables | (2,283) | (25,015) | (4,297) | |||
(Loss) / Profit before finance results and taxes | 39,054 | 46,110 | 81,349 | |||
Assets | 6,092,753 | 6,848,198 | 6,055,892 | |||
Current and non-current liabilities | 2,834,102 | 2,141,107 | 2,955,764 | |||
Digital Services Platform | ||||||
Segment Reporting | ||||||
Net revenue from sales and services | 9,882 | 89,222 | 107,424 | |||
Cost of goods sold and services | (5,202) | (76,121) | (87,319) | |||
Operating income (expenses) | ||||||
General and administrative expenses | (935) | (19,329) | (16,089) | |||
Commercial expenses | (1,805) | (12,510) | (2,911) | |||
Other operating net income | ||||||
Impairment losses on trade receivables | ||||||
(Loss) / Profit before finance results and taxes | 1,940 | (18,738) | 1,105 | |||
Assets | 46,938 | 130,072 | 111,902 | |||
Current and non-current liabilities | R$ 37088 | R$ 51847 | R$ 111947 | |||
Somos - Anglo (Predecessor) | ||||||
Segment Reporting | ||||||
Net revenue from sales and services | R$ 518530 | R$ 685962 | ||||
Cost of goods sold and services | (220,975) | (255,250) | ||||
Gross profit | 297,555 | 430,712 | ||||
Operating income (expenses) | ||||||
General and administrative expenses | (310,527) | (162,760) | ||||
Commercial expenses | (139,052) | (170,651) | ||||
Other operating net income | 4,257 | (1,929) | ||||
Impairment losses on trade receivables | (4,027) | 908 | ||||
(Loss) / Profit before finance results and taxes | (151,794) | 96,280 | ||||
Assets | 1,364,074 | 1,363,337 | R$ 1301216 | |||
Current and non-current liabilities | 1,840,000 | 1,014,307 | ||||
Somos - Anglo (Predecessor) | Content & EdTech Platform | ||||||
Segment Reporting | ||||||
Net revenue from sales and services | 460,656 | 685,962 | ||||
Cost of goods sold and services | (174,304) | (255,250) | ||||
Gross profit | 286,352 | 430,712 | ||||
Operating income (expenses) | ||||||
General and administrative expenses | (305,074) | (162,760) | ||||
Commercial expenses | (136,773) | (170,651) | ||||
Other operating net income | 4,328 | (1,929) | ||||
Impairment losses on trade receivables | (4,027) | (908) | ||||
(Loss) / Profit before finance results and taxes | (155,194) | 96,280 | ||||
Assets | 1,346,030 | 1,353,895 | ||||
Current and non-current liabilities | 1,821,603 | 979,560 | ||||
Somos - Anglo (Predecessor) | Digital Services Platform | ||||||
Segment Reporting | ||||||
Net revenue from sales and services | 57,875 | |||||
Cost of goods sold and services | (46,672) | |||||
Gross profit | 11,203 | |||||
Operating income (expenses) | ||||||
General and administrative expenses | (5,453) | |||||
Commercial expenses | (2,279) | |||||
Other operating net income | (71) | |||||
Impairment losses on trade receivables | ||||||
(Loss) / Profit before finance results and taxes | 3,400 | |||||
Assets | 18,044 | 9,442 | ||||
Current and non-current liabilities | R$ 18397 | R$ 34747 |
Commitments - Somos - Anglo (_3
Commitments - Somos - Anglo (Predecessor) (Details) - Somos - Anglo (Predecessor) R$ in Thousands | Oct. 10, 2018BRL (R$) |
Disclosure of maturity analysis of finance lease payments receivable [line items] | |
The total amounts equivalent to the full period of the contracts | R$ 249217 |
Up to 1 year | |
Disclosure of maturity analysis of finance lease payments receivable [line items] | |
The total amounts equivalent to the full period of the contracts | 103,155 |
One to five year | |
Disclosure of maturity analysis of finance lease payments receivable [line items] | |
The total amounts equivalent to the full period of the contracts | 80,426 |
More than 5 years | |
Disclosure of maturity analysis of finance lease payments receivable [line items] | |
The total amounts equivalent to the full period of the contracts | R$ 65636 |
Non-cash Transactions - Somos_3
Non-cash Transactions - Somos - Anglo (Predecessor) (Details) - BRL (R$) R$ in Thousands | 9 Months Ended | 12 Months Ended | ||
Oct. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Non-cash transactions | ||||
Non-monetary transaction, Property, Plant and Equipment | R$ 37567 | R$ 43985 | ||
Somos - Anglo (Predecessor) | ||||
Non-cash transactions | ||||
Non-monetary transaction, Property, Plant and Equipment | R$ 29090 | R$ 8526 | ||
Somos - Anglo (Predecessor) | Finance leases | ||||
Non-cash transactions | ||||
Non-monetary transaction, Property, Plant and Equipment | R$ 20855 |
Subsequent events - Somos - A_2
Subsequent events - Somos - Anglo (Predecessor) (Details) R$ / shares in Units, R$ in Thousands | Oct. 11, 2018BRL (R$)sharesR$ / shares | Dec. 31, 2020BRL (R$)shares | Sep. 28, 2019BRL (R$) | Dec. 31, 2018BRL (R$) | Dec. 31, 2017BRL (R$) |
Subsequent events | |||||
Already granted shares settled (in shares) | 411,404 | ||||
Bonds | R$ | R$ 793341 | ||||
Somos - Anglo (Predecessor) | |||||
Subsequent events | |||||
Bonds | R$ | R$ 1600000 | R$ 1600000 | |||
Somos - Anglo (Predecessor) | Termination of the Share-base compensation plan [Member] | |||||
Subsequent events | |||||
Already granted shares settled (in shares) | 563,302 | ||||
Already granted shares settled in shares (in shares) | 451,825 | ||||
Already granted shares settled in cash (in shares) | 111,477 | ||||
Number of additionally granted shares liquidated in cash | 1,793,053 | ||||
Average settlement price (in R$ per share) | R$ / shares | R$ 11.51 | ||||
Gross amount of settlement price (in R$ per share) | R$ / shares | R$ 14.12 | ||||
Total cost of cash settlement | R$ | R$ 47756 | ||||
Gross charges for cash settled units (in R$ per share) | R$ / shares | R$ 32.78 | ||||
Net of tax charges for cash settled units (in R$ per share) | R$ / shares | R$ 23.75 | ||||
Somos - Anglo (Predecessor) | Capitalization of Bonds [Member] | |||||
Subsequent events | |||||
Bonds | R$ | R$ 1508297 |