Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Registrant Name | Vasta Platform Ltd |
Entity Central Index Key | 0001792829 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-39415 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Av. Paulista, 901, 5th Floor |
Entity Address, Address Line Two | Bela Vista |
Entity Address, City or Town | São Paulo |
Entity Address, Postal Zip Code | 01310-100 |
Entity Address, Country | BR |
Title of 12(b) Security | Class A common shares, par value US$0.00005 per share |
Trading Symbol | VSTA |
Security Exchange Name | NASDAQ |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Auditor Name | KPMG Auditores Independentes Ltda |
Auditor Firm ID | 1124 |
Auditor Location | São Paulo - Brazil |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Bruno Giardino Roschel de Araujo |
Entity Address, Address Line One | Av. Paulista, 901, 5th Floor |
Entity Address, Address Line Two | Bela Vista |
Entity Address, City or Town | São Paulo |
Entity Address, Postal Zip Code | 01310-100 |
Entity Address, Country | BR |
City Area Code | +55 11 |
Local Phone Number | 3133-7311 |
Class A common shares [member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 18,957,758 |
Class B common shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 64,436,093 |
Consolidated Statement of Finan
Consolidated Statement of Financial Position - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | R$ 309893 | R$ 311156 |
Marketable securities | 166,349 | 491,102 |
Trade receivables | 505,514 | 492,234 |
Inventories | 242,363 | 249,632 |
Taxes recoverable | 24,564 | 18,871 |
Income tax and social contribution recoverable | 8,771 | 7,594 |
Prepayments | 40,069 | 27,461 |
Other receivables | 2,105 | 124 |
Related parties – other receivables | 501 | 2,070 |
Total current assets | 1,300,129 | 1,600,244 |
Non-current assets | ||
Judicial deposits and escrow accounts | 178,824 | 172,748 |
Deferred income tax and social contribution | 130,405 | 88,546 |
Property, Plant and equipment | 185,682 | 192,006 |
Intangible assets and goodwill | 5,538,367 | 4,924,726 |
Total non-current assets | 6,033,278 | 5,378,026 |
Total Assets | 7,333,407 | 6,978,270 |
Current liabilities | ||
Bonds and financing | 281,491 | 502,882 |
Lease liabilities | 26,636 | 18,263 |
Suppliers | 264,787 | 279,454 |
Income tax and social contribution payable | 16,666 | 1,761 |
Salaries and social contributions | 62,829 | 69,123 |
Contractual obligations and deferred income | 46,037 | 47,169 |
Accounts payable for business combination | 20,502 | 17,132 |
Other liabilities | 20,033 | 4,285 |
Other liabilities - related parties | 39,271 | 135,307 |
Loans from related parties | 20,884 | |
Total current liabilities | 778,252 | 1,096,260 |
Non-current liabilities | ||
Bonds and financing | 549,735 | 290,459 |
Lease liabilities | 133,906 | 154,840 |
Accounts payable for business combination | 511,811 | 30,923 |
Provision for tax, civil and labor losses | 646,850 | 613,933 |
Contractual obligations and deferred income | 128 | 6,538 |
Other liabilities | 47,516 | |
Total non-current liabilities | 1,889,946 | 1,096,693 |
Shareholder's Equity | ||
Share Capital | 4,820,815 | 4,820,815 |
Capital reserve | 61,488 | 38,962 |
Treasury shares | (23,880) | |
Accumulated losses | (193,214) | (74,460) |
Total Shareholder's Equity | 4,665,209 | 4,785,317 |
Total Liabilities and Shareholder's Equity | R$ 7333407 | R$ 6978270 |
Consolidated Statement of Profi
Consolidated Statement of Profit or Loss and Other Comprehensive Loss - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statement of Profit or Loss and Other Comprehensive Income | |||
Net revenue from sales and services | R$ 947419 | R$ 997628 | R$ 989683 |
Sales | 914,266 | 967,374 | 971,250 |
Services | 33,153 | 30,254 | 18,433 |
Cost of goods sold and services | (396,829) | (378,003) | (447,049) |
Gross profit | 550,590 | 619,625 | 542,634 |
Operating income (expenses) | |||
General and administrative expenses | (430,279) | (406,352) | (276,427) |
Commercial expenses | (164,439) | (165,169) | (184,592) |
Other operating income | 5,554 | 4,283 | 5,136 |
Impairment losses on trade receivables | (32,726) | (25,015) | (4,297) |
(Loss) Profit before finance result and taxes | (71,300) | 27,372 | 82,454 |
Finance result | |||
Finance income | 35,640 | 20,984 | 5,416 |
Finance costs | (120,183) | (119,409) | (178,185) |
Total finance result | (84,543) | (98,425) | (172,769) |
Loss before income tax and social contribution | (155,843) | (71,053) | (90,315) |
Total IRPJ and CSLL | 37,089 | 25,404 | 29,607 |
Current | (11,297) | 7,874 | (22,113) |
Deferred | 48,386 | 17,530 | 51,720 |
Loss for the year | (118,754) | (45,649) | (60,708) |
Other comprehensive income for the year | |||
Total comprehensive loss for the year | R$ 118754 | R$ 45649 | R$ 60708 |
Loss per share | |||
Basic | R$ 1.44 | R$ 0.55 | R$ 0.73 |
Diluted | R$ 1.44 | R$ 0.55 | R$ 0.73 |
Consolidated statement of chang
Consolidated statement of changes in equity - BRL (R$) R$ in Thousands | Total | IFRS 16 [member] | Adjusted opening balance [member] | Parent Company's Net Investment [member] | Parent Company's Net Investment [member]IFRS 16 [member] | Parent Company's Net Investment [member]Adjusted opening balance [member] | Share capital [member] | Share capital [member]IFRS 16 [member] | Share capital [member]Adjusted opening balance [member] | Share issuance costs [member] | Share issuance costs [member]IFRS 16 [member] | Share issuance costs [member]Adjusted opening balance [member] | Share-based compensation reserve for granted [member] | Share-based compensation reserve for granted [member]IFRS 16 [member] | Share-based compensation reserve for granted [member]Adjusted opening balance [member] | Share-based compensation reserve for vested [member] | Share-based compensation reserve for vested [member]IFRS 16 [member] | Share-based compensation reserve for vested [member]Adjusted opening balance [member] | Treasury shares | Treasury sharesIFRS 16 [member] | Treasury sharesAdjusted opening balance [member] | Accumulated losses [member] | Accumulated losses [member]IFRS 16 [member] | Accumulated losses [member]Adjusted opening balance [member] |
Equity at beginning of the period at Dec. 31, 2018 | R$ 3268501 | R$ 283 | R$ 3268218 | R$ 3268501 | R$ 283 | R$ 3268218 | ||||||||||||||||||
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 | ||||||||||||||||||||||||
Loss for the year | (60,708) | (60,708) | ||||||||||||||||||||||
Total comprehensive loss for the year | (60,708) | |||||||||||||||||||||||
Equity at end of the period at Dec. 31, 2019 | 3,100,083 | 3,100,083 | ||||||||||||||||||||||
Share-based payment contributions | 686 | 686 | ||||||||||||||||||||||
Parent Company's Net investment (deficit) | (6,335) | (6,335) | ||||||||||||||||||||||
Changes in parent company's investment, net | (3,093,748) | 3,123,245 | (686) | (28,811) | ||||||||||||||||||||
Capital contribution | 2,426 | 2,426 | ||||||||||||||||||||||
Comprehensive loss for the year | ||||||||||||||||||||||||
Loss for the year | (45,649) | (45,649) | ||||||||||||||||||||||
Total comprehensive loss for the year | (45,649) | (45,649) | ||||||||||||||||||||||
Shareholders' contribution and distributions to shareholders | ||||||||||||||||||||||||
Issuance of common shares at initial public offering | 1,836,317 | 1,836,317 | ||||||||||||||||||||||
Share based compensation granted and issued | 38,962 | 38,962 | ||||||||||||||||||||||
Share issuance costs, net of taxes | (141,173) | (141,173) | ||||||||||||||||||||||
Total shareholders' contribution and distributions to shareholders | 1,734,106 | 1,836,317 | (141,173) | |||||||||||||||||||||
Equity at end of the period at Dec. 31, 2020 | 4,785,317 | 4,961,988 | (141,173) | 38,962 | (74,460) | |||||||||||||||||||
Comprehensive loss for the year | ||||||||||||||||||||||||
Loss for the year | (118,754) | (118,754) | ||||||||||||||||||||||
Total comprehensive loss for the year | (118,754) | (118,754) | ||||||||||||||||||||||
Shareholders' contribution and distributions to shareholders | ||||||||||||||||||||||||
Share based compensation granted and issued | 22,526 | 22,526 | ||||||||||||||||||||||
Share based compensation vested (Note 23a itens i,ii and iii) | (31,043) | 31,043 | ||||||||||||||||||||||
Acquisition of shares (Note 23d) | (23,880) | (23,880) | ||||||||||||||||||||||
Equity at end of the period at Dec. 31, 2021 | R$ 4665209 | R$ 4961988 | R$ 141173 | R$ 30445 | R$ 31043 | R$ 23880 | R$ 193214 |
Consolidated statement of cash
Consolidated statement of cash flows - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Loss before income tax and social contribution for the year | R$ 155843 | R$ 71053 | R$ 90315 | |
Adjustments for: | ||||
Depreciation and amortization | 211,156 | 174,088 | 164,932 | |
Impairment losses on trade receivables | 32,726 | 25,015 | 4,297 | |
Reversal of provision for tax, civil and labor losses | (1,986) | (2,092) | (3,325) | |
Interest on provision for tax, civil and labor losses | 34,300 | 13,297 | 41,428 | |
Provision for obsolete inventories | 22,117 | 4,057 | 6,831 | |
Interest on bonds and financing | 43,549 | 52,935 | 92,583 | |
Interest on loans from related parties | 2,922 | |||
Contractual obligations and right to returned goods | (1,159) | 1,454 | (24,939) | |
Imputed interest on suppliers | 157 | 2,945 | 3,364 | |
Interest on accounts payable for business combination | 8,158 | 1,568 | 233 | |
Share-based payment expense | 22,526 | 39,648 | 1,372 | |
Interest on lease liabilities | 14,984 | 15,091 | 16,312 | |
Interest on marketable securities incurred | (26,719) | (16,907) | ||
Disposals of right of use assets and lease liabilities | (195) | (869) | ||
Residual value of disposals of property and equipment and intangible assets | 124 | 415 | 5,777 | |
Cash flows from operating activities before changes in working capital | 203,894 | 242,514 | 218,550 | |
Changes in | ||||
Trade receivables | (25,408) | (123,412) | (73,386) | |
Inventories | (14,038) | (20,812) | 29,754 | |
Prepayments | (12,511) | (4,060) | (13,877) | |
Taxes recoverable | (4,914) | 24,573 | (14,524) | |
Judicial deposits and escrow accounts | (6,076) | 184 | (4,480) | |
Other receivables | (1,789) | 4,516 | 7,590 | |
Suppliers | (16,124) | 42,620 | (9,235) | |
Salaries and social charges | (9,890) | (6,693) | (23,810) | |
Tax payable | 5,711 | 13,629 | 17,573 | |
Contractual obligations and deferred income | (2,659) | (2,163) | (2,464) | |
Other receivables and liabilities from related parties | (94,155) | 117,299 | 11,103 | |
Other liabilities | (670) | 4,295 | 4,879 | |
Cash from operating activities | 21,371 | 292,490 | 147,673 | |
Income tax and social contribution paid | (1,167) | (5,234) | (14,060) | |
Interest on liabilities paid | (14,692) | (14,675) | (8,685) | |
Payment of interest on bonds and financing | (24,922) | [1] | (49,404) | (117,696) |
Payment of interest on business combinations | (1,571) | |||
Payment of provision for tax, civil and labor losses | (627) | (7,716) | ||
Net cash (used in) generated by operating activities | (21,608) | 215,461 | 7,232 | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Acquisition of property and equipment | (20,910) | (1,642) | (12,808) | |
Additions of intangible assets | (55,878) | (42,793) | (37,461) | |
Acquisition of subsidiaries net of cash acquired | (186,218) | (23,147) | ||
Proceeds from (Purchase of) investment in marketable securities | 351,472 | (474,195) | ||
Net cash generated by (used in) investing activities | 88,466 | (541,777) | (50,269) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Capital contribution | 2,426 | |||
Suppliers - related parties | (1,450) | (207,174) | (23,642) | |
Loans from related parties | 65,600 | 29,192 | ||
Payments of loans from related parties | (20,884) | (76,830) | ||
Lease liabilities paid | (21,998) | (12,835) | (24,021) | |
Parent Company's Net Investment | (6,335) | 2,564 | ||
Issuance of common shares in initial public offering | 1,836,317 | |||
Transaction costs in initial public offering | (154,849) | |||
Acquisition of treasury shares | (23,880) | |||
Payments of bonds and financing | (477,741) | [1] | (852,135) | |
Issuance of public bonds net off issuance costs | 497,000 | |||
Payments of accounts payable for business combination | (19,168) | |||
Net cash generated by (used in) financing activities | (68,121) | 594,185 | (15,907) | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (1,263) | 267,869 | (58,944) | |
Cash and cash equivalents at beginning of year | 311,156 | 43,287 | 102,231 | |
Cash and cash equivalents at end of year | 309,893 | 311,156 | 43,287 | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | R$ 1263 | R$ 267869 | R$ 58944 | |
[1] | On March 15, 2021, the Company, substantially settled bonds with related parties amounting to R$ 100,000 and R$ 1,488 , in principal and interest, respectively as follows: 5 th Issuance, 1 st series – R$ 101,488 . In addition, the Company settled only interest on the following bonds: 5 th Issuance, 2 nd series – R$ 1,451 , 6 th Issuance, 2 nd series – R$ 3,613 and 7 th Issuance, single series – R$ 5,663 . This measure is part of a commitment with shareholders as a result of the IPO. |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
The Company and Basis of Presentation | |
The Company and Basis of Presentation | 1 1.1 The Company Vasta Platform Ltd. (herein referred to as the “Company” , or previously named “ Vasta Platform ”, “ Vasta’s Parent Company” or “Business” ) is a publicly held c ompany incorporated in the Cayman Islands o n October 16, 2019 , 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. The Company Content & EdTech Platform and Digital Services. Since July 31, 2020, VASTA Platform Ltd. has been a publicly-held company registered with SEC (“The US Securities and Exchange Commission) and its shares are traded on Nasdaq Global Select Market under ticker symbol “VSTA”. 1. 2 Corporate VASTA Platform, from October 11, 2018 until July 23, 2020, was not a separate legal entity. The Business (referred herein 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 curriculum”) previously carried out by the legal entity Cogna Educação S.A. and its subsidiaries (hereinafter referred to as “Cogna” or “Parent Entity”, or in combination with its subsidiaries, “Cogna Group”). 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”), “Somos Group”) for a consideration of R$6.3 billion (the “Acquisition”) comprising R$5.7 billion paid in cash and R$0.6 billion deposited in a restricted escrow account. In addition, R$ 3.3 billion of the R$ 6.3 billion, was allocated to the K-12 Business of Somos Group for purpose of the combined carve-out financial statements. As a result of the Acquisition, VASTA Platform Limited represents the combination of the K-12 curriculum acquired and held by Somos (“Somos – Anglo”) and the K-12 Business held by Cogna (“Pitagoras” operations included in the legal entity Saber Serviços Educacionais S.A.) or in combination with Somos – Anglo. 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). As all entities that were involved in the corporate restructuring are under common control, this restructuring was accounted for using the historical basis of the related assets and liabilities as recorded by Cogna Group and resulted in an overall change in the shareholding structure. On January 1, 2020, the business activities were restructured in the legal entity Somos Sistemas de Ensino S.A (“Somos Sistemas”). On January 7, 2020, the Company concluded the acquisition of the entire ownership interest in Pluri. On February 13, 2020, the Company concluded the acquisition of the entire ownership interest in Mind Makers. See Note 5. On July 23, 2020, prior to the completion of the Initial Public Offering – IPO, the ‘Board of Directors’ Meeting approved the Contribution Agreement which Cogna (Vasta’s Parent Company) contributed with 100% of the shares issued by Somos Sistemas held by Cogna to Vasta Platform’s share capital. After the contribution, Somos Sistemas became wholly owned by Vasta’s Parent Company, which, in turn, continued to be controlled by Cogna. In addition, Cogna contributed with shareholders capital in the amount of R$ 2,426 in cash on July 23, 2020. On July 31, 2020 the Company held its public offering of US$ 19.00 per Class A common share, pursuant to the U.S. Securities Act of 1933 (the “Offering”), reaching the total amount of US$ 333,522 (R$ 1,836,317) with the issuance of 18,575,492 Vasta’s class A common shares. The Company incurred incremental costs directly attributable to the public offering in the amount of R$ 141,173, net of taxes. On November 20, 2020, the Company acquired an ownership interest in Meritt Informação Educacional Ltda. See Note 5. On March 2, 2021, the Company acquired an ownership interest in Sociedade Educational da Lagoa Ltda.(“SEL”) through its wholly owned subsidiary Somos Sistemas de Ensino S.A. See Note 5. On May 27, 2021, the Company acquired an ownership interest in Nota 1000 Serviços Educacionais S.A (“Redação Nota 1000”) through its wholly owned subsidiary Somos Sistemas de Ensino S.A. See Note 5. On August 1, 2021, the Company acquired an ownership interest in EMME – Produções de Materiais em Multimídia (“EMME”) through its wholly owned subsidiary Somos Sistemas de Ensino S.A. See Note 5. On October 29, 2021, the Company acquired an equity interest in Editora De Gouges SA – Learning System Eleva - (“De Gouges”) through its wholly-owned subsidiary Somos Sistemas de Ensino S.A. See Note 5. The Consolidated Financial Statements comprise the following entities, which are all fully owned by the Company: Company December 31, 2021 December 31, 2020 Interest % Interest % Somos Sistemas de Ensino S.A ("Somos Sistemas") 100% 100% Livraria Livro Fácil Ltda. ("Livro Fácil") 100% 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Mind Makers Editora Educacional (“Mind Makers”) 100% 100% Colégio Anglo São Paulo 100% 100% Meritt Informação Educacional Ltda (“Meritt”) 100% 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% - Nota 1000 Serviços Educacionais Ltda ("Redação Nota 1000") 100% - EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% - Editora De Gouges S.A ("De Gouges") 100% - 1. 3 Initiatives carried out by It is widely accepted now that the global Coronavirus (“COVID-19”) pandemic changed the world’s growth prospects and added risks to Companies in an unprecedent scenario. In Brazil, as elsewhere, governments at municipal and state-wide levels-imposed restrictions to contain the contamination, including social distancing, school shutdowns, travel restrictions, lockdowns, closure of non-essential businesses, among others. This caused major disruptions in the economy, affecting supply, demand, and logistics chains, as well as employment and, most importantly, impacting society as a whole. 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 since the beginning of the COVID-19 pandemic in 2020 up to December 31, 2021: 1) Preserved employees’ health and safety organizing and coordinating remote work, reducing operations or closing distribution centers and adopting protective equipment and social distancing rules. 2) Ensured educational content and services delivery through online platforms. 3) Implemented measures to ensure adequate liquidity and cash position. 4) Implemented short-term restructuring measures, including but not limited to temporary reduction in salaries and working hours, seeking to preserve jobs and payroll continuity. 5) Planned and executed organizational changes, specifically management positions, and operational activities through process review to face post-COVID mid-term impact. 6) Strategic Plan for opportunities generated by the crisis. 7) Philanthropic actions that contributed to mitigate the impacts of COVID-19 on our Company segment; 8) On-line campaigns to promote the Company´s products to potential new customers; and 9) Negotiated access to credit lines granted to certain customers which have been highly affected by COVID-19, in order to keep the business network sustainable. 10) Financial leverage reorganization by obtaining R$ 500,000 (corresponding to 500,000 bonds) to maintain the strategic acquisition goals to comply with medium and long-term obligations and consequently, to mitigate risks over operating cash flows caused by COVID-19. See Note 14. 11) Issued new technological solutions with current learning systems and added of complementary solutions for the next school-year through digital transformation caused by social distancing restriction brought by COVID 19. As a result of our actions, despite school closures and social distancing restrictions, the majority of our customers were able to continue providing their educational services through our virtual platforms. |
Basis of preparation and presen
Basis of preparation and presentation of the Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Basis of preparation and presentation of Consolidated Financial Statements | |
Basis of preparation and presentation of Consolidated Financial Statements | 2 Basis of preparation Consolidated Financial Statements The Consolidated Financial Statements of Vasta Platform, the reporting entity, have been prepared in accordance with the International Financial Reporting Standards (IFRS) and interpretations as issued by the International Accounting Standards Board (“IASB”). The Consolidated Financial Statements as of December 31, 2021 were approved by the Executive Board on April 29, 2022. b. Vasta’s 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 entities were under common control as of the date of the initial public offering. c. Consolidation The Company consolidates all entities over which it has control, that is, when it is exposed or is entitled to variable returns from its involvement with the investee and has the ability to direct the relevant activities of the investee. The subsidiaries included in the consolidation are described in the following note. Subsidiaries are fully consolidated from the date on which control is transferred to the Company Consolidation is interrupted from the date on which the Company ceases to have control. Transactions, balances and unrealized gains on transactions between Company companies are eliminated The accounting policies of the new subsidiaries are changed, when necessary, to ensure consistency with the policies adopted by the Company. Below is a list of the companies controlled by the Company for the years ended December 31, 2021 and 2020: Company December 31, 2021 December 31, 2020 Interest % Interest % Vasta Platform Ltd. ("Vasta's Parent Company") 100% 100% Somos Sistemas de Ensino S.A ("Somos Sistemas") 100% 100% Livraria Livro Fácil Ltda. ("Livro Fácil") 100% 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Mind Makers Editora Educacional (“Mind Makers”) 100% 100% Colégio Anglo São Paulo 100% 100% Meritt Informação Educacional Ltda (“Meritt”) 100% 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% - Nota 1000 Serviços Educacionais Ltda ("Redação Nota 1000") 100% - EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% - Editora De Gouges S.A ("De Gouges") 100% - d . Operating segment The information by operating segment is presented in a manner consistent with the internal report provided to the Executive Board, which is the Chief Operating Decision Maker (CODM) in addition to being responsible for allocating resources, evaluating performance and making strategic decisions in the Company. Since 2020, the Executive Board considers the business to be segregated into Content EdTech and Digital Service. e . Cash Generating Units – (“CGU”) For purposes of assessing impairment, these assets are grouped into the lowest levels for which there are separately identifiable cash flows (Cash Generating Units - CGU). For the purposes of this test, the goodwill is allocated to the Cash Generating Units, segregated into Content EdTech and Digital Service. f . Functional and Presentation Currency The Consolidated Financial Statements are presented in thousands of Brazilian Reais (“R$”), which is the Company functional currency. All financial information presented in R$ has been rounded to the nearest thousand, except as otherwise indicated. g . Measurement basis The Consolidated Financial Statements were prepared based on historical cost, except for certain assets and liabilities that are measured at fair value, as explained in the accounting policies below. |
Use of estimates and judgements
Use of estimates and judgements | 12 Months Ended |
Dec. 31, 2021 | |
Use of estimates and judgements | |
Use of estimates and judgements | 3 Use of estimates and judgements In preparing the Consolidated Financial Statements, Management has made judgements and estimates that affect the application of Company´ accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Those estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances. Revisions to estimates are recognized prospectively. 3.1 Judgements a. Determination of the lease period The Company has lease contracts where it acts as lessee and it is related to warehousing, equipment and computers used to learning systems and education solutions. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be exercised (or not terminated). For leases of warehouses, equipment or even computer used in education solutions, the following factors are normally the most relevant: If there are significant penalties for termination (or not to extend), the Company is reasonably certain to extend (or not terminate) the lease. If there are any leasehold improvements with significant residual balances, the Company is reasonably certain to extend (or not terminate) the lease. Also, the Company considers other factors including past practices related to the use of specific categories of assets (leased or owned assets) as well as the historical length of the leases and the costs and business disruptions required to replace the leased asset. See Note 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 22b. 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 crisis the Company has monitored in consistent manner the adjustments for macroeconomic conditions in order to mitigate the risk of credit losses during the current year and forthcoming. Note 10c. d. Provision for inventory obsolescence The Company adopts as a criteria for the provision of inventory losses estimating the percentage of loss based on the historical production index, which considers the production aging data by type of product. The Company considers the editorial renewal calendar of its products to determine the number of periods in which the products may become obsolescent. In addition, the Company assesses whether inventories are overvalued, that is, whether the selling price is lower than the average cost of production. See note 11. e. Impairment of Goodwill The Company annually tests goodwill for impairment based on the recoverable amounts of Cash Generating Units (CGUs), determined based on estimated value-in-use calculations. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for a foreseeable future, and it do not include restructuring activities to which the Company has not yet committed or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the Discounted Cash Flow (DCF) model as well as to expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill recognized by the Company. The scenario analysis became more challengeable in period of uncertainties regarding the economic environment caused by COVID-19 and its impacts on the demand curve, since the schools either closed or worked with time restriction in some locations. The key assumptions used to determine the recoverable amount of the different CGUs are disclosed and further explained in Note 13. f. Rights to Returned Goods and Refund Liabilities Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allows product returns (generally for period of four months from delivery date) up to a certain limit, the Company recognizes revenue for the amount that is expected to be received based on past experience, assuming that the other conditions for revenue recognition are met. Therefore, the amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data on a portfolio basis. In these circumstances a refund liability and a right to recover returned goods asset are recognized. See Note 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 Contractual Obligations and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. See Note 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. The Company reviewed the impacts and adjusted the provision for right to returned goods on December 31, 2021, as described on Note 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 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 years. See Note 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. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 • Level 2 • Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. Where Level 1 inputs are not available, if needed, the Company engages third party qualified appraisers to perform the valuation using Level 2 and / or Level 3 inputs. The Company’s management establishes the appropriate valuation techniques and inputs to the model, working closely with the qualified external advisors when they are engaged in such activities. The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one or more unobservable inputs considered in the valuation process. Further information on the assumptions used in the valuation process of such items is provided in Note 7. Fair value measurement assumptions are also used for determination of expenses with Share-based Compensation, which are disclosed in Note 23. j. Purchase Price Allocation - Business combination During the process of allocating the acquisition price in a business combination, management records the fair value of the consideration transferred (including contingent consideration) and the fair value of the assets acquired and liabilities assumed. The valuation techniques used for measuring the fair value of material assets acquired were as follows: - Property, plant and equipment uses Market comparison technique and cost technique: The valuation model considers market prices for similar items when they are available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence; - Intangible assets use Relief-from-royalty method and multi-period excess earnings method: The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the patents being owned. The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets; - Inventories uses Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. |
Significant accounting policies
Significant accounting policies and new and not yet effective accounting standards | 12 Months Ended |
Dec. 31, 2021 | |
New accounting policies and significant accounting policies adopted | |
New accounting policies and significant accounting policies adopted | 4 S ignificant accounting policies and new and not yet effective accounting standards 4.1 New and not yet effective accounting standards A number of new standards, amendments and interpretations were effective for the the period covered by these consolidated financial statements, none of which had a material impact. Below are presented the new and not yet effective standards: Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16 Annual Improvements to IFRS Standards 2018–2020 Reference to the Conceptual Framework (Amendments to IFRS 3 Classification of Liabilities as Current or Non-current (Amendments to IAS 1 Amendments to IAS 1 Amendments to IAS 8 Amendments to IAS 12 Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37 The new and not yet effective accounting standards, when adopted, are not expected to have a material impact on these consolidated financial statements. 4.2 Significant accounting policies The significant accounting policies applied in the preparation of the Consolidated Financial Statements are presented below. These policies have been consistently applied in the periods presented herein. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly liquid short-term investments and have maturities of three months or less from the date of purchase and that are readily convertible into a known amount of cash and are subject to immaterial risk of change in value. Financial Assets and Liabilities i Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way the Company manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, through the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; how the performance of the portfolio is evaluated and reported to the Company’s Management. risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed. how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or on the contractual cash flows obtained; and the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset upon initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated with outstanding principal amount during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Company considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. This includes evaluating whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Company considers the following: contingent events that change the amount or timing of cash flows; terms that may adjust the contractual rate, including variable rates; the prepayment and the extension of the term; and the terms that limit the access of the Company to cash flows from specific assets (for example, based on the performance of an asset). Due to their nature, as of December 31, 2021 and 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, as of December 31, 2021 and 2020 the Company’s financial liabilities are classified as “measured at amortized cost”. ii . I nitial Trade receivables are initially recognized on the date they were originated. All other financial assets and liabilities are initially recognized when the Company becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in statements of profit or loss. Financial assets are derecognized when the rights to receive the cash flows expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the "Financial assets at fair value through profit or loss", as well as interest income accrued over “Assets measured at amortized cost”, are presented in statements of profit or loss under "Finance income" in the period in which they arise. The Company derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Company also derecognizes a financial liability when the terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in statements of profit or loss. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the Consolidated Statement of Financial Position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle them a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty. iv. Impairment of financial assets The Company assesses on a prospective basis the expected credit loss (“ECL”) associated with its financial asset instruments carried at amortized cost, with accruals and reversals recorded in the Statement of Profit or Loss . ECLs are based on the difference between the contractual cash flows due in accordance with the contractual terms and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applied the simplified approach permitted by IFRS 9 and calculated impairment losses based on lifetime expected credit losses as from their initial recognition, as described in Note 10.c. Inventories Inventories are stated at cost or net realizable value, whichever is lower. The method of valuation of inventories is the average cost. The cost of finished goods and work in progress comprises project costs, raw materials, publishing costs (e.g., direct labor, other direct costs and the related direct production costs). Editorial costs incurred during the development phase of a new product are presented within inventories as “work in progress”, as materials are substantially revised annually. After the conclusion of its production and allocation in the line of "finished products", the sales of the product begins and any subsequent costs incurred are recognized in profit or loss as "cost of goods sold and services ", according to the accrual period on which the services are provided. The Company recognizes a provision for losses on finished products and low-handling raw materials, which are periodically analyzed and evaluated in terms of the expected realization of these inventories. If losses are not expected, the provision is reversed. Management periodically assesses whether obsolete inventories need to be destroyed. The Company also recognizes the right of return on its inventories. See Note 3.2 f Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Company, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to statement of Profit or Loss during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, buildings and leasehold improvements 5-20 IT equipment 3-10 Furniture, equipment and fittings 3-10 Right of use assets 3-15 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. The Company did not identify changes in the useful life at December 31, 2021 and 2020. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in statement of Profit or Loss when control of the asset is transferred. See Note 12. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in statement of profit or loss. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. See Note 5. Intangible Assets and Goodwill The Company’s intangible assets are mostly comprised of software, trademarks, customer portfolio, platform content production, trade agreement, copyrights and goodwill. Those items are further described below: Goodwill Goodwill arising on the acquisition of subsidiaries is measured as set out in Note 13. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria (e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets is amortized using straight-line method over its estimated useful lives, not greater than 5 years. The Company did not identify changes in the useful life at December 31, 2021 and 2020. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 to 30 years. The Company did not identify changes in the useful life at December 31, 2021 and 2020. Customer portfolio Customer portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relationship has an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship (from 12 to 13 years). The Company did not identify changes in the useful life at December 31, 2021 and 2020. Platform content production Development expenditure with platform content is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses. Amortization is calculated on the straight-line method over their estimated useful lives of 3 years. The Company did not identify changes in the useful life at December 31, 2021 and 2020. Copyrights The Company accounts for different copyright agreements as follows: 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. 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 When the Company purchases permanently the legal title of the copyright from the authors, the amounts are capitalized in “Intangible Assets and Goodwill” as “Other intangible assets”and are amortized on the straight-line method over their estimated useful lives, which are not greater than 3 years, which is the the content renewal estimated timeline. The Company did not identify changes in the useful life as of December 31, 2021 and 2020. Impairment of non-financial assets Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment tests are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units – CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in statement of profit or loss is not reversed. See Note 5. Bonds and Financing The Bonds and financing are recognized initially at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in consolidated profit and loss over the period of the bonds and financing using the effective interest rate method. Following initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest rate method. The Bonds and financing are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Both general and specific borrowing costs directly related to the acquisition, construction or production of a qualifying asset that requires a substantial period of time to be prepared for its intended use or sale, are capitalized as part of the cost of that asset when it is probable that future economic benefits associated with the item will flow to the Company and the costs can be measured reliably. The other borrowing costs are recognized as finance costs in the period in which they are incurred. See Note 14. 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. In addition, the effects of Reverse Factoring on Cash Flows are recognized in “Cash flow from operating activities”. Leases Right-of-use assets The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life or the lease term, as most of the Company’ leases are related to property leases. 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. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease. 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 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 adequate to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized in general and administrative expenses when incurred. See Note 21. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated on pre-tax profit basis. IRPJ and CSLL are calculated based on the nominal statutory rates of 25% and 9%, respectively, adjusted by non-taxable/nondeductible items provided for by law. Deferred income tax and social contribution are calculated on income tax and social contribution losses and other temporary differences in relation to the balances of assets and liabilities in the Statement of Financial Position. The deferred income tax and social contribution assets are fully accounted for, except when it is not probable that assets will be recovered by future taxable income. Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. See Note 22. Employee Benefits The Company has the following employee benefits: Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Company has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Company also provides its commercial team with commissions calculated considering existing sales and revenue targets that are periodically reviewed. These amounts are accrued in “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being made twice a year. Since commissions are paid based on the annual sales of each contract, the Company elected to use the practical expedient to expense the costs as incurred. Pension Contributions The Company offered a defined contribution plan to its employees and once the contributions have been made, the Company has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred (i.e employees have rendered services entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses in statement of Profit or Loss. 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) (ii) 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 months after the end of the reporting period are discounted to their present value. Shareholders’ Equity Until July 23, 2020 the Company presented its financial statement based on the combined carve-out, where the capital reserves were not presented, and all effects were recorded in Parent Company’s Net Investment. As a consequence of the restructuring completed on July 23, 2020, the Company presented its consolidated financial statements considering a new basis of preparation where the share capital, capital reserve and accumulated losses were disclosed. Since July 1, 2020, amounts previously recorded in Parent Company’s net investment in Equity have been recorded as net income and portions were reclassified to share capital and capital reserve. Share Capital On December 31, 2021, the Company’s share capital was R$ 4,820,815, divided into 83,348,717 shares of which 64,436,093 are Class B shares held by Cogna Group and 18,912,624 are Class A common shares held by others. Capital reserve The breakdown of capital reserves is arising from share-based payment in the amount of R$61,488, see Note 23. Treasury shares On December 31, 2021, the Company holds shares in treasury in the amount of R$23,880, corresponding to 1,000,000 shares, see Note 23. Revenue Recognition The Company generates most of its revenue from the sale of textbooks (“publishing” when sold as standalone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transactions or term contracts with an average period from three Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when the Company delivers the content in printed and digital format. The Company also sells its products directly to students and parents through its e-commerce platform. Since the Company obtains control of the goods sold before they are transferred to its customers, the Company assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Company is entitled in exchange for the specified goods transferred. Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allow product returns (generally for period of four months from the delivery date) up to a certain limit, the Company recognizes revenue for the amount that is expected to be received based on past experience, assuming that the other conditions for revenue recognition are met. Therefore, the amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data on a portfolio basis. In these circumstances a contractual obligation and a right to recover returned goods asset are recognized. The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover the goods. The refund liability on the return received is included in Contractual Obligations and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expe |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations | |
Business Combinations | 5 Business Combinations As mentioned in Note 1.2 the Company concluded some acquisitions to improve its portfolio of educational solutions as presented below: January 7, 2020 – Pluri February 13, 2020 – Mind Makers November 20, 2020 - Meritt March 2, 2021 – SEL May 27, 2021 –Redacao Nota 1000 August 1, 2021 - EMME October 29, 2021 – De Gouges The Company’ business combinations are described below: Business Combination s during 2021 Sociedade Educacional da Lagoa Ltda. (“SEL”) On March 2, 2021, the Company acquired though its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas”), the entity Sociedade Educacional da Lagoa Ltda. (“SEL”). SEL provides technical and pedagogical services to education platforms, including the maintenance of such platforms, development and improvement of contents and training of professionals. The consideration paid was R$ 65,000, of which R$ 38,124 was paid in cash and the remaining amount of R$ 26,876 is subject to certain post-closing price adjustments (conditioned to the minimum amount of R$ 39,400 total contract revenue for the next two years, 2023 and 2024, with the client "SESI", and if the minimum amount is not reached, the installment due will be discounted in the percentage of reduction of the minimum value of each contract). The consideration will be divided in installments over a 4-year period (each installment adjusted by the positive variation of 100% of CDI). Nota 1000 Serviços Educacionais S.A . (“Redação Nota 1000”) On May 27, 2021, the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas”) the entity Redação Nota 1000, which provides essay review services as a service platform, through its proprietary software. The Redação Nota 1000’s users may choose their essays reviewed under different approaches as follows: (i) solely by essay-review specialists (manual); (ii) on an automated basis by the company’s software, with a final review by a specialist (semi-automated); or (iii) exclusively on an automated basis by the company’s software. The consideration transferred was R$ 11,387, of which R$ 4,093 was paid in cash and the remaining amount of R$ 7,294 will be paid in installments with final due date on December 24, 2026 (each installment adjusted by the positive variation of 100 EMME – Produções de Materiais em Multimídia (“EMME”) On August 1, 2021 the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas”) the entity EMME, which provides educational marketing solutions for schools, through license of its “software as a service”. The consideration transferred was R$ Editora De Gouges S.A. (“De Gouges ”) On October 29, 2021 the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas”) the entity De Gouges, which provides learning system (K-12) and solutions on the educational platform. The consideration transferred was R$ 611,554 of which R$ 160,000 was paid in cash and the remaining amount of R$ 451,554 will be paid in installments with final due date on October 29, 2026 (each installment adjusted by the positive variation of 100 The acquisition agreement for De Gouges provided an obligation on the subsidiary, Somos Sistemas de Ensino S.A. under the Commercial Agreement. (“Somos Sistemas”), to grant an amount of R$62,234 in discounts on the sale price of teaching materials to Eleva Holding’s partner schools (the selling shareholder), within a period of up to 5 years limited to the amount of R$16,600 years. For this operation, the Company recorded a liability generated in the business combination (Provision for trade discount) and which should be realized according to its use in the coming years. Net identifiable assets acquired, and liabilities assumed involved in the Business Combinations and Consideration transferred The acquisitions were accounted for using the acquisition method of accounting, i.e., the consideration transferred, and the net identifiable assets acquired, and liabilities assumed were measured at fair value, while goodwill is measured as the excess of consideration paid over those items. The following table presents the net identifiable assets acquired and liabilities assumed for each business combination in 2021: SEL Redação Nota 1000 EMME De Gouges Total Current assets Cash and cash equivalents 1,461 525 637 16,439 19,062 Trade receivables (vi) - 1,327 1,082 18,190 20,598 Inventories (iv) - - - 4,534 4,534 Prepayments - - 14 83 97 Taxes recoverable - - 9 1,947 1,956 Other receivables 180 - - 12 192 Total current assets 1,641 1,852 1,742 41,204 46,439 Non-current assets Property, plant and equipment 611 - 128 1,272 2,011 Other intangible assets - 1,099 1 38 1,138 Intangible assets - Customer Portfolio (ii) 18,783 - - 64,806 83,589 Intangible assets - Trade agreement (iii) - - - 247,622 247,622 Intangible assets - Software (v) 1,296 5,692 4,048 - 11,036 Total non-current assets 20,690 6,791 4,177 313,738 345,396 Total Assets 22,331 8,643 5,919 354,942 391,835 Current liabilities Suppliers - 180 13 1,107 1,300 Salaries and social contributions 1 124 600 2,871 3,596 Taxes payable 17 207 102 - 326 Income tax and social contribution payable 33 - - 5,232 5,265 Provision for trade discount - - - 15,000 15,000 Other liabilities - 1,673 2 25 1,700 Total current liabilities 51 2,184 717 24,235 27,187 Non-current liabilities Provision for tax, civil and labor risk - - - 1,231 1,231 Provision for trade discount - - - 47,234 47,234 Total non-current liabilities - - - 48,465 48,465 Total liabilities 51 2,184 717 72,699 75,651 Net identifiable assets at fair value (A) 22,280 6,459 5,202 282,242 316,183 Total Consideration transferred (B) 65,000 11,387 15,317 611,554 703,257 Goodwill (B – A) (i) 42,720 4,928 10,115 329,312 387,074 (i) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company (i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. (ii) As a result of purchase price allocation, the Company identified R$ 18,783 , customer portfolio (“SESI”), and R$ 64,806 , customer portfolio (“De Gouges”) based on customer portfolio receivables expectation around 8 % per year. See Note 13 . (iii) As a result of the purchase price allocation, the Company identified R$ 247,622 , a commercial agreement (“Eleva Holding”), which corresponds to the sale of teaching material from "De Gouges" to partner schools of "Eleva Holding" within 10 years, with an estimated sales rate of 10 % per year. (iv) As a result of the purchase price allocation, the Company identified R$ 4,534 in inventories (“De Gouges”), based on the expectation of sales of this inventory at around 33 % per year. (v) As a result of purchase price allocation, the Company identified R$ 11,036 , Educational Software applied in the “SESI” learning system, Writing Correction Software for Education System “Redação Nota 1000 ” and software that produces digital marketing material solutions for schools “EMME”, all of them based on relief from royalties’ criteria (RIR) and each acquisition with its corresponding rate of net revenue by investment. see Note 13 . (vi) Accounts receivable from customers comprise gross contractual amounts due of R$24,344, of which R$3,746 were uncollectible on the acquisition date. See Note 10e. From the date of acquisition to December 31, 2021, SEL , Redação Nota 1000, EMME and De Gouges contributed to a net revenue from sales and services in the amount of R$6,441, R$1,615, R$1,690 and R$24,891, respectively, and net profit (loss) for the year in the amount of R$4,497, R$ (1,641), R$(364) and R$2,678, respectively. If the acquisitions had occurred on January 1, 2021, Management estimates that net revenue from sales and services would have been R$ 990,758 and Net loss for the year would have been R$ (116,442). Business Combinations during A & R (“Pluri”) On January 7, 2020, the Company concluded the acquisition of the entire ownership interest of 100 Mind Makers Editora 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 soft skills including teamwork, leadership and perseverance. The total purchase price was R$ Meritt Informação Educacional Ltda (“Meritt”) 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$ 7,530, of which R$ 3,200 was paid in cash and R$ 4,330 which is subject to some price adjustments (achievement of non-financial targets such as delivery of the technical project by June 2022, and financial target to use, without additions, the budget of the technical plan), will be paid in 5 years (each installment corrected by the positive variation of 100 The acquisitions were accounted for using the acquisition method of accounting, i.e. the consideration transferred and the net identifiable assets and liabilities assumed were measured at fair value, while goodwill is measured as the excess of consideration paid over those items. The following table presents the assets and liabilities acquired for each business combination: Pluri Mind Makers Meritt Total Current assets Cash and cash equivalents 1,820 528 894 3,242 Trade receivables 1,687 3,303 - 4,990 Inventories 9,858 - - 9,858 Inventories - added value (iv) 5,480 - - 5,480 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 Portfolio (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 Contractual obligations 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 identifieable assets at fair value (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) (ii) Trademark-related intangible asset’s fair value was obtained based on: net revenue was estimated considering 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 Average Cost of Capital (“WACC”) 0.22 % p.a. (iii) The following assumptions were used to determine the customer portfolios: an average contract termination period of eight seven 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. From the date of acquisition to December 31, 2020, Pluri, Mind Makers and Meritt contributed to revenue in the Consolidated Financial Statements as of December 31, 2020 in the amount of R$ ; R$ and R$ respectively, and net profit (loss) for the year of R$ ; R$ and R$ ( ). If the acquisitions had been concluded on January 1, 2020, the Company estimates its combined (Vasta, +Pluri+Mind Makers and +Meritt) net revenue from sales and services would have been R$ 1,043,205 and Net loss of R$ (41,360) for the year ended December 31, 2020. |
Financial Risk Management
Financial Risk Management | 12 Months Ended |
Dec. 31, 2021 | |
Financial Risk Management | |
Financial Risk Management | 6 Financial Risk Management The Company has a risk management policy for regular monitoring and managing the nature and overall position of financial risks and to assess its financial results and impacts on its cash flows. Counterparty credit limits are also reviewed periodically or whenever the Company identifies significant changes in financial risk. The economic and financial risks reflect the behavior of macroeconomic variables such as interest rates as well as other characteristics SomosSistemasDeEnsinoSAMember 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 cash and marketable securities position, as well as its treasury policy, during the crisis caused by the COVID-19 pandemic. Financial risk factors The Company’s activities expose it to certain financial risks mainly related to market risk, credit risk and liquidity risk. Management and the Group’s Board of Directors monitor such risks in line with their capital management policy objectives. This Note presents information on the Company’s exposure to each of the risks above, the objectives of the Company, measurement policies, and the Company’s risk and capital management process. The Company has no derivative transactions. Market risk - cash flow interest rate risk This risk arises from the possibility that the Company incurs losses because of interest rate fluctuations that increase finance costs related to financing and bonds raised in the market and obligations for acquisitions from third parties payable in installments. The Company continuously monitors market interest rates in order to assess the need to contract financial instruments to hedge against volatility of these rates. Additionally, financial assets also indexed to CDI and IPCA (broad consumer price index) partially mitigate any interest rate exposures. Interest rates contracted are as follows: December 31, 2021 December 31, 2020 Interest rate Bonds Private Bonds – 5 1 - 100,892 CDI + 1.15 Private Bonds – 5 2 104,844 102,868 CDI + 1.00 Private Bonds – 6 2 210,920 206,733 CDI + 1.70 Private Bonds – 7 - 381,850 CDI + 1.15 Bonds – 1 514,574 - CDI + 2.30 Financing and Lease Liabilities - Mind Makers 888 998 TJPLP + 5 Financing and Lease Liabilities 160,542 173,103 IPCA Accounts Payable for Business Combination 532,313 48,055 100 Loans from related parties - 20,884 CDI + 3.57 1,524,081 1,035,383 Credit risk Credit risk arises from the potential default of a The Company mitigates its exposure to credit risks associated with financial instruments, deposits in banks and short-term investments by investing in prime financial institutions and in accordance with limits previously set in the Company’s policy. See (Notes 8 and 9). To mitigate risks associated with trade receivables, the Company adopts a sales policy and an analysis of the financial and equity condition of its counterparties. The sales policy is directly associated with the level of credit risk the Company is willing to accept in the normal course of its business. The diversification of its receivable’s portfolio, the selectivity of its customers, as well as the monitoring of sales financing terms and individual position limits are procedures adopted to minimize defaults or losses in the realization of trade receivables. Thus, the Company does not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Furthermore, the Company reviews the recoverable amount of its trade receivables at the end of each reporting period to ensure that adequate credit losses are recorded (Note 10). Liquidity risk In order to cover possible liquidity deficiencies or mismatches between cash and cash equivalents and short-term debt and financial obligations, the Company continues to operate with reverse factoring as long as this credit line is offered by banks and accepted by Company suppliers. This is the risk of the Company not having enough funds and or bank credit limits to meet its short-term financial commitments, due to mismatching terms in expected receipts and payments. The Company continuously monitors its cash balance and indebtedness level and implemented measures to allow access to the capital markets, when necessary. It also endeavors to assure they remain within existing credit limits. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets, liabilities and takes into consideration its debt financing plans, covenant compliance, internal liquidity targets and, if applicable, regulatory requirements. Cash surplus generated by the Company is handled in short-term deposits being those investments composed by enough liquidity thus providing to the Company the appropriate commitment with the going concern presumption. On August 6, 2021 the Company’s subsidiary Somos Sistemas de Ensino S.A issued R$ 500,000 in simple debentures, not convertible. The debentures are aimed to reinforce the Company’s capital structure and its impacts caused by COVID 19 as well as extending the debt maturity profile, see Note 14. The table below presents the maturity of the Company’s financial liabilities. Financial liabilities by maturity ranges December 31, 2021 Less than one year Between one and two years Over two years Total Bonds and financing (Note 14) 281,491 51,063 498,672 831,226 Lease Liabilities (Note 16) 26,636 26,781 107,125 160,542 Accounts Payable for business combination (Note 18) 20,502 35,685 476,126 532,313 Suppliers (Note 15) 167,168 - - 167,168 Reverse Factoring (Note 15) 97,619 - - 97,619 Other liabilities - related parties (Note 20) 39,271 - - 39,271 632,688 113,529 1,081,923 1,828,140 Financial liabilities by maturity ranges The table below reflects the estimated interest rate based on CDI for 12 months (8.99% p.a) extracted from BACEN (Brazilian Central Bank) on December 31,2021. Amounts payable refer to principal and interest based on undiscounted contractual amounts and, therefore, do not reflect the financial position presented as of December 31, 2021 : December 31, 2021 Less than one year Between one and two years Over two years Total Bonds and financing 314,679 57,083 557,466 929,228 Lease Liabilities 29,776 29,938 119,755 179,469 Accounts Payable for business combination 22,919 39,893 532,261 595,073 Suppliers 167,168 - - 167,168 Reverse Factoring 104,052 - - 104,052 Other liabilities - related parties 39,271 - - 39,271 677,866 126,914 1,209,482 2,014,262 Capital management The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure of the Company, management can make, or may propose to the shareholders when their approval is required, adjustments to the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce, for example, debt. The Company monitors capital based on the gearing ratio. This ratio corresponds to the net debt expressed as a percentage of total capitalization. Net debt comprises financial liabilities less cash and cash equivalents. Total capitalization is calculated as shareholders’ equity as shown in the consolidated balance sheet plus net debt. The Company’s main capital management objectives are to safeguard its ability to continue as a going concern, optimize returns, allow consistency of operations to other stakeholders, and maintain an optimal capital structure reducing financial costs and maximizing the returns. In addition, the Company monitors financial leverage adequacy, and mitigates risks that may affect the availability of capital for Company development. As a result of the IPO, see Note 1.2, the Company reduced its net debt improving its gearing ratio (net debt/total capitalization) and adjusting its capital structure. December 31, 2021 December 31, 2020 Net debt (i) 1,518,247 1,138,988 Total shareholders' equity 4,665,209 4,785,317 Total capitalization (ii) 3,146,963 3,646,329 Gearing ratio - % - (iii) 48 % 31 % (i) Net debt comprises financial liabilities (note 7 (ii) Refers to the difference between Shareholders’ Equity and Net debt. (iii) The Gearing Ratio is calculated based on Net Debt/Total Capitalization. Sensitivity analysis The following table presents the sensitivity analysis of potential losses from financial instruments, according to Management’s assessment of relevant market risks presented above. A probable scenario (Base scenario) over a -month horizon was used, with a projected rate of % p.a. as per CDI reference rates disclosed by B S.A. (Brazilian stock exchange). further scenarios are presented, stressing, respectively, a % deterioration in scenario I and % deterioration in scenario II, of the projected rates. Index - % per year Balance as of December 31, 2021 Base scenario Scenario I Scenario II Financial Assets 101.58 292,021 34,973 43,717 52,460 Marketable Securities 100.95 166,349 19,799 24,749 29,698 458,370 54,772 68,466 82,158 Accounts Payable for Business Combination 100 (532,313 ) (62,760 ) (78,450 ) (94,140 ) Lease liabilities CDI + 1.28 (160,542 ) (18,928 ) (23,660 ) (28,392 ) Bonds and financing CDI + 1.66 (831,226 ) (111,800 ) (139,750 ) (167,700 ) (1,524,081 ) (193,488 ) (241,860 ) (290,232 ) Net exposure (1,065,711 ) (138,716 ) (173,394 ) (208,074 ) Interest Rate -% p.a - - 11.79 % 14.74 % 17.69 % - - - 25 % 50 % |
Financial Instruments by Catego
Financial Instruments by Category | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments by Category | |
Financial Instruments by Category | 7 Financial Instruments by Category The Company holds the following financial instruments: December 31, 2021 December 31, 2020 Assets - Amortized cost Cash and cash equivalents 309,893 311,156 Marketable Securities 166,349 491,102 Trade receivables 505,514 492,234 Other receivables 2,105 124 Related parties – other receivables 501 2,070 984,362 1,296,686 Liabilities - Amortized cost Bonds and financing 831,226 793,341 Lease liabilities 160,542 173,103 Reverse Factoring 97,619 110,513 Suppliers 167,168 168,941 Accounts payable for business combination 532,313 48,055 Other liabilities - related parties 39,271 135,307 Loans from related parties - 20,884 1,828,139 1,450,144 |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and cash equivalents. | |
Cash and cash equivalents | 8 Cash and c ash e quivalents Composition The balance of this account comprises the following amounts: December 31, 2021 December 31, 2020 Cash 100 13 Bank account 17,772 10,996 Financial investments (i) 292,021 300,147 309,893 311,156 (i) 105.2 , 202 1 101.7 020 |
Marketable securities
Marketable securities | 12 Months Ended |
Dec. 31, 2021 | |
Marketable securities | |
Marketable securities | 9 M arketable s ecurities Composition Credit Risk December 31, 2021 December 31, 2020 Financial bills (LF) AAA 1,640 149,720 Financial treasury bills (LFT) AAA 164,709 341,382 166,349 491,102 The average gross yield of securities is based on 101 % CDI on Dec ember 3 1 , 2021 (104% CDI on December 31, 2020). |
Trade receivables
Trade receivables | 12 Months Ended |
Dec. 31, 2021 | |
Trade receivables | |
Trade receivables | 10 Trade r eceivables The balance of this account comprises the following amounts: Composition December 31, 2021 December 31, 2020 Trade receivables 505,190 501,498 Related Parties (Note 20) 46,824 22,791 ( - ) Impairment losses on trade receivables (46,500 ) (32,055 ) 505,514 492,234 Maturities of trade receivables December 31, 2021 December 31, 2020 Not yet due 417,233 425,327 Past due Up to 30 days 9,657 8,456 From 31 to 60 days 10,331 10,931 From 61 to 90 days 7,366 8,764 From 91 to 180 days 21,154 15,539 From 181 to 360 days 23,852 18,038 Over 360 days 15,597 12,279 Total past due 87,957 74,007 Customers in bankruptcy - 2,164 Related parties (note 20) 46,824 22,791 Impairment losses on trade receivables (46,500 ) (32,055 ) 505,514 492,234 The gross carrying amount of trade receivables is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof. Collection efforts continue to be made, even for the receivables that have been written off, and amounts recoverable are recognized directly in Consolidated Statement of Profit or Loss and Other Comprehensive Income upon collection. I mpairment losses on trade receivable s The Company measures impairment losses on trade receivables at an amount equal to lifetime expected credit losses (“ECL”) estimated using a monthly provision matrix. This matrix is prepared by analyzing the receivables established each month (in the 12-month period) and the related composition per default range and by calculating the recovery performance. In this methodology, for each default range an estimated loss likelihood percentage is established, which considers current and prospective information on macroeconomic factors that affect the customers’ ability to settle the receivables. The Company also recognizes impairment losses on trade receivables at 100% for customers that filed for bankruptcy, based on historical experience, which indicates that these receivables are generally not recoverable. The credit risk and expected credit losses associated with amounts due from related parties is not significant. The following table details the risk profile of trade receivables based on the Company’s provision matrix as of December 31, 2021 and as of December 31, 2020. Expected credit losses aging As of December 31, 2021 As of December 31, 2020 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) (i) Lifetime ECL (R$) Not yet due 0.30 % 1,263 0.10 % 432 Past due Up to 30 days 12.67 % 1,219 6.19 % 523 From 31 to 60 days 17.01 % 1,769 12.92 % 1,413 From 61 to 90 days 23.75 % 1,764 20.64 % 1,809 From 91 to 180 days 35.71 % 7,608 43.66 % 6,785 From 181 to 360 days 72.90 % 17,399 51.67 % 9,320 Over 360 days 99.23 % 15,478 78.26 % 9,609 46,500 29,891 Customers in bankruptcy (i) 100.00 % - 100.00 % 2,164 Impairment losses on trade receivables 46,500 32,055 (i) At December 31, 2020 the Company’s Management recorded 100% impairment losses for three of its customers that filed for bankruptcy. These corporate customers were national booksellers that were present in the main cities of Brazil and therefore were considered as strategic marketplaces for the sale of our published materials to final customers (students, teachers, and schools). The Company did not identify customers in bankruptcy as of December 31, 2021. The following table shows the c Changes on provision December 31, 2021 December 31, 2020 December 31, 2019 Opening balance 32,055 22,524 19,397 Additions (i) 39,326 29,870 6,936 Reversals (2,854 ) (4,855 ) (1,975 ) Write offs (ii) (22,027 ) (15,484 ) (1,834 ) Closing balance 46,500 32,055 22,524 (i) The Company increased the recognition of provisions for expected losses due to macro-economic environment and considered the impact of COVID- 19 2020 (ii) The Company assessed its customers credit lines, that were partially renegotiated. Due to historical losses and lack of prospects of credit recovery alongside these customers, the Company recognized R$ 22,027 as write-off as of December 31, 2021 (R$ 15,484 as of December 31, 2020). |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventories | |
Inventories | 11 Inventories The balance of this account comprises the following amounts: Composition December 31, 2021 December 31, 2020 Finished products (i) 160,318 168,328 Work in process 51,152 52,322 Raw materials 27,081 20,485 Imports in progress 1,681 2,642 Right to returned goods (ii) 2,131 5,855 242,363 249,632 (i) (ii) Changes in provision for losses with slow-moving inventories, net realizable value and provision for right to returned goods are broken down as follows: Changes in provision December 31, 2021 December 31, 2020 December 31, 2019 Opening balance 62,210 69,080 72,410 Additions 24,178 8,783 9,331 (Reversals) (2,061 ) (4,726 ) (2,500 ) Inventory losses (i) (25,604 ) (10,927 ) (10,161 ) Closing balance 58,723 62,210 69,080 (i) Covid 19 Impacts The Company assessed its inventories and corresponding accounting estimates and the result of the COVID-19 pandemic and did not identify any relevant impact of obsolescence or depreciation of inventories. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | 12 Property , plant and Equipment The cost, weighted average depreciation rates and accumulated depreciation are as follows: December 31, 2021 December 31, 2020 Weighted average depreciation rate Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10% - 33% 44,180 (27,565) 16,615 27,036 (25,557 ) 1,479 Furniture, equipment and fittings 10% - 33% 38,116 (29,726) 8,390 36,314 (26,406 ) 9,908 Property, buildings and improvements 5%-20% 54,508 (36,636) 17,872 51,407 (31,429 ) 19,978 In progress - 677 - 677 315 - 315 Right of use assets 12% 251,694 (109,957 ) 141,737 241,906 (82,033 ) 159,873 Land - 391 - 391 453 - 453 Total 389,567 (203,885 ) 185,682 357,431 (165,425 ) 192,006 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 Land Total As of December 31, 2020 1,479 9,908 19,978 315 159,873 453 192,006 Additions (i) 16,105 1,028 597 2,732 25,513 - 45,975 Additions through business combinations 1,041 835 135 - - - 2,011 Renegotiation (ii) - - - - (12,439 ) - (12,439 ) Disposals / Cancelled contracts - (124 ) - - (3,286 ) - (3,410 ) Depreciation (2,010 ) (3,319 ) (5,208 ) - (27,924 ) - (38,461 ) Transfers - 62 2,370 (2,370 ) - (62 ) - As of December 31, 2021 16,615 8,390 17,872 677 141,737 391 185,682 (i) Refers substantially to recognition of new lease agreements of R$ 25,513 which the Company considers as part of its digital learning solutions through computer tablets that have been part of current learning system solutions. See the corresponding lease liabilities in Note 16 (ii) The Company returned part of the dos Campos warehouse to the lessor in September 2021, maintaining the lease agreement and term, changing only in the subsequent lease installments leading to the reversal adjustments of the right-of-use asset and corresponding lease liabilities, see Note 16 IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land T otal As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 Additions (i) 758 22 828 34 35,925 - 37,567 Additions through 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 16 The Company assesses, at each reporting date, whether there is an indication that a property, plant and equipment asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. There were no indications of impairment of property, plant and equipment as of December 31, 2021 and 2020 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 13 I ntangible Assets and Goodwill The cost, weighted average amortization rates and accumulated amortization of intangible assets and goodwill comprise the following amounts: December 31, 2021 December 31, 2020 Weighted average amortization rate Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Software 15 % 247,325 (151,281 ) 96,045 204,213 (120,798 ) 83,414 Customer Portfolio 8 % 1,197,381 (275,276 ) 922,105 1,113,792 (184,934 ) 928,858 Trademarks 5 % 631,935 (85,658 ) 546,277 631,935 (58,349 ) 573,586 Trade Agreement 8 % 247,622 (4,127 ) 243,495 - - - Platform content production 33 % 73,877 (49,583 ) 24,294 53,069 (29,248 ) 23,821 Other Intangible assets 33 % 39,421 (32,140 ) 7,281 38,283 (32,040 ) 6,243 In progress - 3,991 - 3,991 999 - 999 Goodwill - 3,694,879 - 3,694,879 3,307,805 - 3,307,805 6,136,432 (598,065 ) 5,538,367 5,350,096 (425,369 ) 4,924,726 Changes in intangible assets and goodwill were as follows: Software Customer Portfolio Trademarks Trade Agreement Platform content production (i) Other Intangible assets In progress Goodwill (ii) Total As of December 31, 2020 83,414 928,858 573,586 - 23,821 6,243 999 3,307,805 4,924,726 Additions 25,560 - - - 20,808 39 9,509 - 55,916 Additions through business combinations 11,036 83,589 - 247,622 - 1,099 - 387,074 730,419 Amortization (30,482 ) (90,342 ) (27,309 ) (4,127 ) (20,335 ) (100 ) - - (172,695 ) Transfers 6,517 - - - - - (6,517 ) - - As of December 31, 2021 96,045 922,105 546,277 243,495 24,294 7,281 3,991 3,694,879 5,538,367 (i) Substantially refers to development of the projects related to Platform. The Company has invested in changes in its digital platform that include “ Digital Transformation” in the amount of approximately R$ 20,808 million, and project related to learning systems, in the amount of R$ 9,509 million. (ii) The Company recognized R$ 387,074 as goodwill on SEL, Nota 1000 5 Covid 19 Impacts 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. The Company will continue to evaluate COVID impacts on its business and cash flow and may postpone its plans to expand through significant acquisitions or investments. Software Customer Portfolio Trademarks Platform content production 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 through business combinations - 4,625 16,060 - 1,340 - 21,542 43,567 Disposals (77 ) - - - (87 ) - - (164 ) Amortization (23,861 ) (86,517 ) (26,506 ) (9,794 ) (176 ) - - (146,854) Transfers 19,215 28 (3 ) - - (19,240 ) - - As of December 31, 2020 83,414 928,858 573,586 23,821 6,243 999 3,307,805 4,924,726 (i) Goodwill impairment test The Company performed its annual impairment test in 2021 and 2020 The Company also carried out a sensitivity analysis in the long-term model and cash flows. The conclusion of these tests conducted by the Company for the year ended December 31, 2021 and 2020, showed that no adjustments were required to these assets. The Company is comprised of two separate CGUs (each one of its reportable operating segments, as per Note 27), for which the recoverable amount has been determined based on value-in-use calculations, Goodwill is allocated to each CGU as shown below: Content & EdTech Platform 3,674,036 Digital Platform 20,843 3,694,879 The recoverable amount of a CGU has been determined based on value-in-use calculations. These calculations use pre-income tax and social contribution cash flow projections based on financial budget approved by management covering a period of eight years. Cash Flows beyond that period are extrapolated using growth rates. The growth rate does not exceed the long-term average growth rate for the business that CGU operates. 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, 2021 and 2020 are as follows: 2021 Content and EdTech Platform Digital Platform Growth rate - % 14.4 % 9.7 % Discount rate - % 10.81 % 10.81 % Growth rate (%) in perpetuity 5.8 % 5.8 % Years projected 8 8 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 Growth rate is based on assumptions defined by the Company’s management, underpinned by business performance compared with other competitors and based on internal measures (new initiatives and services provided) taken into consideration. The discount rate is determined by individual WACC (weighted average working capital), net of income taxes. The assumptions of the long-term model used in the impairment test calculation were assessed and approved by the Business’ Management, as well as the rates used. (ii) Impairment of other intangible assets and in progress There were no indications of impairment of intangible assets for the year ended December 31, 2021 and 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, 2021 | |
Bonds and financing | |
Bonds and financing | 14 Bonds and f inancing The balance of bonds and financing comprises the following amounts: December 31, 2020 Additions (ii) Payment of interest (i) Payment of principal (i) Interest accrued Transaction cost of bonds Transfers December 31, 2021 Bonds with Related Parties 502,743 - (24,873 ) (477,564 ) 25,859 - 238,509 264,673 Bonds - - - - 17,574 (993 ) - 16,581 Financing 139 - (49 ) ( 177 ) 116 - 208 237 Current liabilities 502,882 - (24,922 ) (477,741 ) 43,549 (993 ) 238,717 281,491 Bonds with Related Parties 289,600 - - - - - (238,509 ) 51,091 Bonds - 500,000 - - - (2,007 ) - 497,993 Financing 859 - - - - - (208 ) 651 Non-current liabilities 290,459 500,000 - - - (2,007 ) (238,717 ) 549,735 Total 793,341 500,000 (24,922 ) (477,741 ) 43,549 (3,000 ) - 831,226 (i) On March 15, 2021, the Company, substantially settled bonds with related parties amounting to R$ 100,000 and R$ 1,488 , in principal and interest, respectively as follows: 5 th Issuance, 1 st series – R$ 101,488 . In addition, the Company settled only interest on the following bonds: 5 th Issuance, 2 nd series – R$ 1,451 , 6 th Issuance, 2 nd series – R$ 3,613 and 7 th Issuance, single series – R$ 5,663 . This measure is part of a commitment with shareholders as a result of the IPO. On May 31, 2021, the Company partially settled bonds with related parties amounting to R$ 188,000 , of principal of the 7 th On August 6, 2021, the Company settled the remaining 7 th 189,564 5,871 5 2 2,029 6 2 4,758 Regarding the financing with Banco de Desenvolvimento de Minas Gerais SA - BDMG, the Company pays monthly the amount of R$ 15 4 177 49 (ii) On August 6, 2021, the subsidiary de S.A. issued R$ 500 million in simple debentures not convertible into shares, subject to compensatory interest of 100 % of DI Interest Deposit rate (CDI), plus spread of 2.30 % per year. The debentures are aimed at reinforcing the Company’s capital structure and elongating the debt maturity profile, which average maturity now stands at 35 months. December 31, 2019 Additions through Business Combinations (i) Payment of interest Payment of principal Interest accrued Transfers December 31, 2020 Bonds with Related Parties 440,947 - (49,369 ) (852,135 ) 52,900 910,400 502,743 Financing - - (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 Financing - 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 August 4, 2020, the Company, substantially settled bonds with related parties amounting by R$ 852,136 and R$ 29,864 , respectively principal and interest, as follow: 7 th Issuance, 1 st – R$ 310,918 ; 8 th Issuance R$ 448,826 and 9 th Issuance 115,591 . In addition, the Company settled only interest on the following bonds: 7 th Issuance, 2 nd – R$ 4,671 and 6 th Issuance, 2 nd – R$ 1,994 . This measure is part of the taken with the shareholders through the IPO process. Bonds’ description See below the bonds outstanding on December 31, 2021: Subscriber Related Parties Related Parties Third parties Issuance 5th 6th 1st Series 2 nd 2 nd Single Series Date of issuance 08/15/2018 08/15/2017 08/06/2021 Maturity Date 08/15/2023 08/15/2022 08/05/2024 First payment after 60 months 60 months 35 months Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Financials charges CDI + 1.00% p.a. CDI + 1.70% p.a. CDI + 2.30% p.a. Principal amount (in millions of R$) 100 200 500 Bond ’ s maturities The maturities range of these accounts, considering related and third parties are as follow: December 31, 2021 Maturity of installments Total % 2022 281,491 33.9 % 2023 51,063 6.1 % 2024 498,672 60.0 % Total non-current liabilities 549,735 66.1 % 831,226 100.0 % Deb i t commitment s The maintenance of the contractual maturity of debentures at their original maturities is subject to covenants, which are being regularly complied with. The covenant compliance indicators are the following: Bonds with related parties On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,800 of the amounts should be transferred to the Company upon the Corporate Restructuring. Through this process, the Company is subject to the following clauses: (i) the acceleration of the other debentures originally issued by Saber; (ii) the grant by the Company of any liens on Company assets or its capital stock; (iii) a change in control by Cogna of Saber’s subsidiaries, subject to certain exceptions. Additionally, the Company has agreed until the maturity of the private debentures that: (i) it will allocate at least 50% of the use of proceeds from any liquidity event to repay such debentures; (ii) it will not obtain any new loans unless the proceeds of such loans are directed to repayment of its debentures with Cogna; and (iii) the Company will not pledge shares and/or dividends. The Company complied with all debt commitments in the period applicable on December 31, 2021 and 2020. Bonds with third parties The bond issued by Somos Sistemas requires the maintenance of certain financial indicators “covenants” which are annually calculated based on Somos Sistemas Consolidated financial statements. The period of covenants compliance comprises 12 months immediately prior to the end of each year, being the first year of analysis December 31, 2021 and based on ratio between adjusted net debt by adjusted consolidated EBITDA. The net debt adjusted EBITDA ratio should be less or equal: 4.25%in 2021 4.00% in 2022 3.75% in 2023 3.50% in 2024 This ratio cannot be breached for two consecutive periods or three alternate periods. Consolidated net debt Adjusted consolidated EBITDA On December 31, 2021, the financial ratio net debt by adjusted EBITDA reached the result of 4.47%, exceeding the conditions established in the aforementioned financial contractual clauses. |
Suppliers
Suppliers | 12 Months Ended |
Dec. 31, 2021 | |
Suppliers | |
Suppliers | 15 Suppliers The balance of this account comprises the following amounts: Composition December 31, 2021 December 31, 2020 Local suppliers 132,124 128,639 Related parties (note 20) 19,534 20,985 Copyright 15,510 19,317 Reverse Factoring (i) 97,619 110,513 264,787 279,454 (i) one |
Lease liabilities
Lease liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Lease liabilities. | |
Lease liabilities | 16 Lease liabilities The lease agreements have an average term of 7 years and weighted average rate 14.32% p.a. December 31, 2021 December 31, 2020 Opening balance 173,103 153,714 Additions for new lease agreements (i) 25,513 35,925 Renegotiation (12,439 ) - Cancelled contracts (3,481 ) (3,429 ) Renegotiation - COVID-19 impact (448 ) (688 ) Interest 14,984 15,091 Payment of interest (14,692 ) (14,675 ) Payment of principal (21,998 ) (12,835 ) Closing balance 160,542 173,103 Current liabilities 26,636 18,263 Non-current liabilities 133,906 154,840 160,542 173,103 (i) agreements (digital learning) refer to lease terms of 36 months, w 10.3 10.9 Short-term leases (lease period of 12 months or less) and leases of low-value assets (such as personal computers and office furniture) are recognized on a straight-line basis in rent expenses for the period and are 3 1 202 1 and 20 20 For the year ended December 31 2021 2020 Fixed Payments 36,689 27,510 Payments related to short-term contracts and low value assets, variable price contracts (note 25) 17,775 14,278 54,464 41,788 |
Contractual obligations and def
Contractual obligations and deferred income | 12 Months Ended |
Dec. 31, 2021 | |
Contractual obligations and deferred income | |
Contractual obligations and deferred income | 17 and d eferred i ncome December 31, 2021 December 31, 2020 Refund liability (i) 37,122 42,005 Sales of 'employees' payroll 783 2,348 Deferred income in leaseback agreement (ii) 5,678 6,665 Other contractual obligations 2,582 2,689 46,165 53,707 Current 46,037 47,169 Non-current 128 6,538 46,165 53,707 (i) Refers to the customer’s right to return products, as mentioned in Note 11 (ii) In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500 . This transaction included deferred income of R$ 9,104 , which has been appropriated according to the lease term of the property ( 120 months). |
Accounts payable for business c
Accounts payable for business combination | 12 Months Ended |
Dec. 31, 2021 | |
Accounts payable for business combination | |
Accounts payable for business combination | 18 Accounts p ayable for b usiness c ombination December 31, 2021 December 31, 2020 Pluri 3,251 12,817 Mind Makers 7,044 15,000 Livro Fácil 14,055 15,907 Meritt 3,347 4,331 SEL 26,935 - Redação Nota 1000 7,230 - EMME 12,780 - Editora De Gouges 457,671 532,313 48,055 Current 20,502 17,132 Non-current 511,811 30,923 532,313 48,055 The changes in the balance are as follows: December 31, 2021 December 31, 2020 Opening balance 48,055 10,941 Additions 703,257 58,857 Payment (224,448 ) (26,389 ) Interest payment (1,571 ) - Interest adjustment 8,158 1,568 Remeasurement (1,138 ) 3,078 Closing balance 532,313 48,055 The maturity years of such balances as of December 31, 2021 are shown in the table below: December 31, 2021 December 31, 2020 Maturity of installments Total % Total % 2022 20,502 3.9 % 17,132 35.7 % 2023 35,685 6.7 % 13,811 28.7 % 2024 166,730 31.3 % 17,112 35.6 % 2025 153,264 28.8 % - - 2026 156,132 29.3 % - - 532,313 100.0 % 48,055 100.0 % |
Salaries and Social Contributio
Salaries and Social Contribution | 12 Months Ended |
Dec. 31, 2021 | |
Salaries and Social Contribution | |
Salaries and Social Contribution | 19 Salaries and Social Contribution December 31, 2021 December 31, 2020 Salaries payable 22,348 15,891 Social contribution payable (i) 23,926 30,511 Provision for vacation pay and 13th salary 10,616 15,920 Provision for profit sharing (ii) 5,923 5,880 Others 16 921 62,829 69,123 (i) Refers to the effect of social contribution over restricted share units' compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on a monthly basis according to the Company’s share price. (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management |
Related parties
Related parties | 12 Months Ended |
Dec. 31, 2021 | |
Related parties | |
Related parties | 20 Related p arties As presented in note 1 20 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: December 31, 2021 Other receivables (i) Trade receivables (Note 10 and 20c) Indemnification asset (note 20b) Other payments (ii) Suppliers (note 15) Bonds (note 14) Acel Adminstração de Cursos Educacionais Ltda - 6,482 - - 474 - Anhanguera Educacional Participacoes SA. - 413 - - - - Centro Educacional Leonardo Da Vinci SS - - - - 6 - Cogna Educação S.A. - - 160,470 3,021 - 315,764 Colégio Ambiental Ltda - 805 - - - - Colégio JAO Ltda. - 4,974 - - 33 - Colegio Manauara Lato Sensu Ltda. - 3,291 - - 458 - Colegio Manauara Cidade Nova Ltda. 395 - Colegio Visao Eireli - 132 - - 13 - Colégio Cidade Ltda - 397 - - 15 - COLEGIO DO SALVADOR LTDA 1 - Curso e Colégio Coqueiro Ltda - 434 - - 20 - ECSA Escola A Chave do Saber Ltda - 1,444 - - 16 - Editora Atica S.A. - 2,207 - 20,040 9,239 - Editora E Distribuidora Educacional S.A. - 436 - 15,754 88 - Editora Scipione S.A. - 445 - 211 556 - Educação Inovação e Tecnologia S.A. - - - 128 - - Escola Mater Christi Ltda. - 765 - - 139 - Escola Riacho Doce Ltda - - - - 24 - Maxiprint Editora Ltda. - 1,205 - 117 76 - Nucleo Brasileiro de Estudos Avançados Ltda - 420 - - 45 - Papelaria Brasiliana Ltda - 644 - - - - Pitagoras Sistema De Educacao Superior Ltda. - 76 - - - - Saber Serviços Educacionais S.A. 14 7,269 - - 578 - Saraiva Educacao S.A. 365 1,179 - - 5,136 - SGE Comercio De Material Didatico Ltda. - - - - 1,687 - Sistema P H De Ensino Ltda. - 4,421 - - 177 - Sociedade Educacional Alphaville Ltda - 1,257 - - 1 - Sociedade Educacional Doze De Outubro Ltda. - 734 - - 47 - Sociedade Educacional Parana Ltda. - 91 - - 11 - Somos Idiomas SA 122 - - - - - Somos Operações Escolares S.A. - 3,305 - - 29 - SSE Serviços Educacionais Ltda. - 3,602 - - 665 - 501 46,824 160,470 39,271 19,533 315,764 (i) Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the Company to Group (ii) Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses shared with Group. December 31, 2020 Other receivables (i) Trade receivables (Note 9) Indemnification asset (note 20b) Other payments (ii) Loans (iii) Suppliers (note 14) Bonds (note 13) Acel Adminstração de Cursos Educacionais Ltda - 2,899 - - - 36 - Anhanguera Educacional Participacoes SA. - 413 - - - - - Centro Educacional Leonardo Da Vinci SS - 63 - - - - - Cogna Educação S.A. - - 153,714 1,354 20,884 - 691,451 Colégio Ambiental Ltda - 315 - - - - Colégio JAO Ltda. - 772 - - - - - Colegio Manauara Lato Sensu Ltda. - 2,838 - - - 173 - Colégio Motivo Ltda. - 1,250 - - - 249 - Colegio Visao Eireli - 115 - - - - - Conlégio Cidade Ltda - 155 - - - - Curso e Colégio Coqueiro Ltda - 188 - - - - ECSA Escola A Chave do Saber Ltda - 435 - - - - Editora Atica S.A. - 1,193 - 72,158 - 7,392 - Editora E Distribuidora Educacional S.A. - 528 - 9,547 - 89 - Editora Scipione S.A. - 414 - 13,408 - 1,386 - Educação Inovação e Tecnologia S.A. - - - 229 - 0 - EDUFOR Serviços Educacionais Ltda - 10 - - - - Escola Mater Christi Ltda. - 216 - - - 104 - Escola Riacho Doce Ltda - 253 - - - - Maxiprint Editora Ltda. 13 367 - - - 26 - Nucleo Brasileiro de Estudos Avançados Ltda - 391 - - - - Papelaria Brasiliana Ltda - 1,478 - - - - Pitagoras Sistema De Educacao Superior Ltda. - 127 - - - - - Saber Serviços Educacionais S.A. 1,686 3,710 - - - 2,658 100,892 Saraiva Educacao S.A. - 804 - 36,454 - 8,010 - SGE Comercio De Material Didatico Ltda. - 6 - 41 - 661 - Sistema P H De Ensino Ltda. - 2,348 - 2,116 - 163 - Sociedade Educacional Alphaville Ltda - 190 - - - - Sociedade Educacional Doze De Outubro Ltda. - 231 - - - 36 - Sociedade Educacional NEODNA Cuiaba Ltda - 101 - - - - Somos Idiomas SA 79 - - - - - - Somos Operações Escolares S.A. 292 980 - - - - - 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 (“Saber”), a 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 and . See item a, below. (iii) Until December 31, 2020 the Company held a loan agreement with S,A, in the amount of R$ 20,884 that was paid on January 21, 2021. Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Transactions: Revenues Finance costs (i) Cost Sharing (note 20d) Sublease (note 20f) Revenues Finance costs Cost Sharing (note 20d) Sublease (note 20f) Revenues Finance costs Acel Administracao De Cursos Educacionais Ltda. 2,790 - - - 1,230 - - - - - Centro Educacional Leonardo Da Vinci SS 41 - - - 1,319 - - - 511 - Cogna Educação S.A. - 25,859 - - - 48,432 - - - 86,839 Colégio Ambiental Ltda 496 - - - - - - - - - Colégio Cidade Ltda 146 - - - - - - - - - Colegio JAO Ltda. 1,582 - - - 387 - - - 311 - Colégio Manauara Lato Sensu Ltda. 1,903 - - - 3,139 - - - - - Colegio Manauara Cidade Nova Ltda. 275 - - - - - - - - - Colégio Motivo Ltda. 35 - - 1,308 - - - - - Colégio Visão Ltda 287 - - - - - - - - - Cursos e Colégio Coqueiros Ltda 268 - - - - - - - - - Ecsa Escola A Chave Do Saber Ltda. 593 - - - 657 - - - - - Editora Atica S.A. 5,374 - 6,130 13,153 7,287 229 11,989 15,364 - - Editora E Distribuidora Educacional SA. - - 31,384 - 1,841 - 36,144 1,489 469 - Editora Scipione SA. 1,341 - - - 1,551 - - - - - Escola Mater Christi 311 - - - 246 - - - - - Escola Riacho Doce Ltda 77 - - - - - - - - - Maxiprint Editora Ltda. 1,107 - - - 612 - - - - - Nucleo Brasileiro de Estudos Avancados Ltda 276 - - - 423 - - - - - Papelaria Brasiliana Ltda 249 - - - 1,287 - - - - - Saber Serviços Educacionais S.A. 900 - - - 1,254 6,740 - 729 4,642 5,744 Saraiva Educacao SA. 2,405 - - 2,528 3,364 - - 3,739 - - Sistema P H De Ensino Ltda. 4,417 - - - 5,776 - - - 1,909 - Sociedade Educacional Alphaville SA 414 - - - 317 - - - - - Sociedade Educacional Doze De Outubro Ltda 360 - - - 295 - - - 1,770 - Sociedade Educacional Neodna Cuiaba Ltda. 224 - - - 367 - - - 1,307 - Sociedade Educacional Parana Ltda. - - - - 795 - - - - - SOE Operações Escolares SA. 1,086 - - - - - - - - - Somos Educação S.A. - - - - - 278 - - - - Somos Idiomas Ltda - - - 258 - - - - - - Somos Operações Escolares SA. 243 - - - - - - - 1,647 - SSE Serviços Educacionais Ltda. 1,463 - - - - - - - - - Sociedade Educacional NEODNA Cuiaba Ltda - EPP - - - - 367 - - - - - Others - - - - - - - 362 134 - 28,663 25,859 37,514 15,939 33,822 55,679 48,133 21,683 12,700 92,583 (i) Refers to debentures interest; see Note 14 Suppliers and other arrangements with related parties The Company, as a result of the carve-out process on December 31, 2019, maintained the reverse factoring operations (specifically purchases of raw materials with affiliates of the Cogna Group) and until then, owned the assets and liabilities. After the carve-out process on January 1, 2020, the Company assumed these commitments. However, the Company considered the fact that these contracts would last a year or less after the carve-out date, and the cost and benefit of transferring the contracts from Cogna Group affiliates to the Company would be greater than keep them with Cogna Group. As a result, Management decided to reimburse Cogna Group for these expenses as the contracts expired and settled the entire remaining balance of this transaction in May 2021. Since January 1, 2021 the Company did not arrange reverse factoring transactions with related parties, being the outstanding amount as of December 31, 2020, settled on May, 2021 in the amount of R$ 83,922. In addition to this process, the affiliates of Cogna also had some shared expenses such as property lease, expenses with personnel and software license, which continued even after the carve-out process was completed and still remain today. As of December 31, 2021, only shared expense transactions are part of these commitments, which amounted to R$39,271 (R$135,307 as of December 31, 2020). Indemnification asset In December 2019, the Company and Cogna Group signed the agreement to legally bind the indemnification from the seller in connection with the acquisition of Somos by the Cogna Group, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits related to Somos-Anglo up to the maximum amount of R$ 160.5 million as of December 31, 2021 (R$ 153.7 million as of December 31, 2020). See Provision for risks of tax, civil and labor losses and judicial deposits and escrow account footnote (note 20). Trade receivables The Company and its subsidiaries provide learning systems, textbooks, and complementary educational solutions to the Cogna Group which substantially comprises schools, publishers, language schools and stationery shops. All sales and services provided are based on intercompany contracts and its commercial conditions, which include price, margin and payment terms, were determined on an arm’s length basis. Cost sharing agreements with related parties The Company expensed certain amounts based on an apportionment from Cogna Group related to shared services, including the shared service center, IT expenses, proprietary IT systems and legal and accounting activities, and shared warehouses and other logistic activities based on agreements. Those expenses, in the amount of R$ 37,514 as of December 31, 2021 (R$ 48,133 for the year ended December 31, 2020) are related to these apportionments. Brand and Copyrights sharing agreements with related parties In November and December 2019, the Company entered into brand and copyrights sharing agreements with related parties, as follows: (i) On November 6, 2019, the Company entered into a trademark license agreement (as amended in 2020 ,” This agreement is valid for a period of 20 years, automatically and successively renewable for the same period. (ii) On November 11, 2019, the Company and EDE ( Group’s Parent Company) entered into a copyright license agreement whereby EDE agreed to grant a license, at no cost, to the Company, for commercial exploitation and use of copyrights related to the educational platform materials. The agreement is valid for three years. (iii) On December 6, 2019, the Company also entered into two 2020 ”, “ ”, “ ,” “ ,” “Par ,” “ Maxi de ,” “Bilingual Experience,” “English Stars” and “ de ,” were granted at no 20 no 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), the Company entered into lease and sublease agreements with its related parties on December 5, 2019, to continue to share these leased warehouses and other properties, as follows: f , 1 C ommercial lease agreement Lessee Entity Counterparty to lease agreement (Lessor) Monthly payments Maturity Rate State of the property in use Somos Sistemas de Ensino S,A, Editora Scipione S,A, R$35 60 months from the agreement date Inflation index Pernambuco (Recife) Somos Sistemas de Ensino S,A, Editora Ática S,A, R$30 60 months from the agreement date Inflation index Bahia (Salvador) f , 2 C ommercial sublease agreement Entity (Sublessor) Counterparty to the sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S,A (“EDE”) Somos Sistemas de Ensino S,A, R$ 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) Income from these lease and sublease agreements with related parties was recognized in the Consolidated Financial Statements as of December 31, 2021 in the amount of R$ 15,939 (R$ 21,683 for the year ended December 31, 2020). 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, 2021, key management compensation, including charges and variable compensation added up to R$ 12,990 (R$ 40,576 for the year ended December 31, 2020). The Audit Committee and Board of Directors were established in July 2020 as a result of the IPO. The following benefits are granted to the Company’s management members: healthcare plan, share-based compensation plan, discounts on monthly tuition of K- 12 See below the compensation of key management personnel by nature: a) Short term benefits - Short-term benefits include fixed compensation (salaries and fees, vacation, mandatory bonus, and “ 13 b) Long-term benefits - The Company also offered to certain key management personnel payment based on its restricted shares units – ILP, to R$ 8,305 for the year ended December 31, 2021 (R$ 33,594 for the year ended December 31, 2020) including payroll charges. The Key management personnel compensation expenses comprised the following: December 31, 2021 December 31, 2020 December 31, 2019 Short-term employee benefits 4,685 6,982 11,430 Share-based compensation plan 8,305 33,594 1,372 12,990 40,576 12,802 Guarantees related to finance According to Note 14, on November 21, 2018, Mind Makers entered into a bank credit note in favor of Banco de Desenvolvimento de Minas Gerais SA - BDMG, for an aggregate amount of R$1,676 with maturity on November 15, 2026. A personal lien to secure this bank credit note was granted by certain individuals, including, our Chief Executive Officer. |
Provision for tax, civil and la
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | 12 Months Ended |
Dec. 31, 2021 | |
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 loss in an amount that Management, in conjunction with its legal advisors, believes is enough to cover probable losses or when related to contingences resulting from business combinations. In connection with the acquisition of Somos Group (Vasta’s predecessor) by Cogna Group, provisions for contingent liabilities assumed by Cogna were recognized when potential non-compliance with labor and civil legislation arising from past practices of subsidiaries acquired were identified. Thus, at the acquisition date, Cogna reviewed all proceedings for which liabilities were transferred to assess whether there was a present obligation and if the fair value could be measured reliably. The contingent liabilities are composed as follows: a. Composition December 31, 2021 December 31, 2020 Proceedings whose likelihood of loss is probable Tax proceedings (i) 607,084 575,724 Labor proceedings (ii) 38,159 6,591 Civil proceedings 376 - 645,619 582,315 Liabilities assumed in Business Combination Labor proceedings (ii) - 31,305 Civil proceedings 1,231 313 1,231 31,618 Total of provision for tax, civil and labor losses 646,850 613,933 (i) Primarily refers to income tax positions taken by Somos (Vasta Predecessor) and the Company (Successor) in connection with a corporate restructuring held by the predecessor in 2010 2018 2018 (ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary difference, night shift premium, overtime and social charges, among others. There are no individual labor demands with material amounts that require specific disclosure, The changes in provision for the years ended December 31, 2021 and 2020 were as follows: December 31, 2020 Additions through business combination Additions Reversals Interest Total effect on the result Payments December 31, 2021 Tax proceedings 575,724 - 16 (262 ) 31,623 31,377 (17 ) 607,084 Labor proceedings 37,896 - 3,468 (5,294 ) 2,636 810 (547 ) 38,159 Civil proceedings 313 1,231 110 (24 ) 41 127 (64 ) 1,607 Total 613,933 1,231 3,594 (5,580 ) 34,300 32,314 (628 ) 646,850 Reconciliation with profit or loss for the period Finance costs - - (34,300) General and administrative expenses (3,594) 5,580 - Total (3,594) 5,580 (34,300) 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 17,941 - 575,724 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 12,642 (7,716 ) 613,933 Reconciliation with profit or loss for the period Finance expense - - (13,297 ) General and administrative expenses (13,174 ) 13,829 - Total (13,174 ) 13,829 (13,297 ) Judicial Deposits and Escrow Accounts Judicial deposits and escrow accounts recorded as non-current assets are as follows: December 31, 2021 December 31, 2020 Tax proceedings 2,300 2,004 Indemnification asset -Former owner 1,998 2,003 Indemnification asset – Related Parties (i) 160,470 153,714 Escrow-account (ii) 14,055 15,027 178,824 172,748 (i) Refers to an indemnification asset of the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 160,470 153,714 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, 2021 | |
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 Reconciliation of income tax and social contribution The reconciliation of income tax and social contribution expense is as follows: As of December 31, 2021 As of December 31, 2020 As of December 31, 2019 Loss before income tax and social contribution for the year (155,843) (71,053) (90,315) Nominal statutory rate of income tax and social contribution 34% 34% 34% IRPJ and CSLL calculated at the nominal rates 52,987 24,158 30,707 Permanent Additions (7,265) 1,246 (1,100) Additional IRPJ 24 - - Impairment write-off on Tax loss carryforward (8,657) - - Total IRPJ and CSLL 37,089 25,404 29,607 Current IRPJ and CSLL in the result (11,297) 7,874 (22,113) Deferred IRPJ and CSLL in the result 48,386 17,530 51,720 37,089 25,404 29,607 Effective tax rate of Income and social contribution tax expenses 24% 36% 33% Deferred taxes Changes in deferred income tax and social contribution assets and liabilities are as follows: December 31, 202 1 As of December 31, 2020 Effect on profit (loss) Deferred tax on business combination As of December 31, 2021 Income tax/social contribution: Income tax and social contribution losses carryforwards 182,257 125,062 - 307,319 Temporary Differences: Impairment losses on trade receivables 9,543 3,467 - 13,010 Provision for obsolete inventories 3,263 (4,525) - (1,262) Imputed interest on suppliers (744) (1,413) - (2,157) Provision for risks of tax, civil and labor losses 19,138 887 - 20,025 Refund liabilities and right to returned goods 10,903 (1,433) - 9,470 Lease Liabilities 4,764 1,896 - 6,660 Fair value adjustments on business combination and goodwill amortization (i) (150,598) (90,588) (7,442) (248,628) Other temporary difference 10,020 15,033 915 25,968 Deferred Assets, net 88,546 48,386 (6,527) 130,405 (i) Goodwill and fair value adjustments on business combination comprise three December 31, 20 20 and 2019 Changes in deferred income tax and social contribution assets and liabilities are as follows: As of December 31, 2018 First adoption of IFRS 16 Effect on profit (loss) Effect on Parent´s Net Investment As of December 31, 2019 Effect on profit (loss) Effect on Parent´s Equity (i) As of December 31, 2020 Income tax/social contribution: Income tax and social contribution losses carryforwards (iii) 110,499 - 6,573 (85,719 ) 31,353 137,228 13,676 182,257 Temporary Differences: Impairment losses on trade receivables 6,532 - 1,129 (931 ) 6,730 2,813 - 9,543 Provision for obsolete inventories 24,619 - (19,289 ) 2,423 7,753 (4,490 ) - 3,263 Imputed interest on suppliers (10,366 ) - 8,477 (1,414 ) (3,303 ) 2,559 - (744 ) Provision for risks of tax, civil and labor losses 5,867 - 15,497 (1,175 ) 20,189 (1,051 ) - 19,138 Refund liabilities and right to returned goods 17,967 - (6,170 ) 3,201 14,998 (4,095 ) - 10,903 Lease Liabilities - 1,508 1,308 778 3,594 1,170 - 4,764 Fair value adjustments on business combination and goodwill amortization (ii) (77,892 ) - 46,574 832 (30,486 ) (120,112 ) - (150,598 ) Other temporary difference 10,745 - (2,379 ) (1,854 ) 6,512 3,508 - 10,020 Deferred Assets, net 87,971 1,508 51,720 (83,859 ) 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
Shareholder's Equity | 12 Months Ended |
Dec. 31, 2021 | |
Shareholder's Equity | |
Shareholder's Equity | 23 Shareholder’s Equity 23a As mentioned in note 1 2, t 100% of the shares R$ 2,426 in cash on July 23, 2020 After accounting for the new Class A common shares issued and sold at the IPO, the Company had a total of 83,011,585 common shares issued and outstanding immediately following offering, 64,436,093 of (which holds 97,2 % of the combined voting power of our outstanding Class B common shares), and 18,575,492 of 2,8 % of the combined voting power of our outstanding Class On June 22, 2021 the Board of Directors approved the issuance of 382,266 Class A common shares, US$ 0,00005 per share 83,393,851 of which 64,436,093 are Class B shares held by Group and 18,957,758 The Company’s Shareholders Agreement authorizes the Board of Directors to grant restricted share units to certain executives and employees and other service providers with respect to up to 3% (three per cent) of 2021 Class A Class B Shares (units) Shares (units) Total December 31, 2020 18,575,492 64,436,093 83,011,585 Remuneration Bonus IPO (i) 298,268 - 298,268 ILP exercised (ii) 45,434 - 45,434 Premium recognized (iii) 38,564 - 38,564 December 31, 2021 18,957,758 64,436,093 83,393,851 See below the Company’s description of each restricted share unit plan vested and its corresponding changes disclosed in the Consolidated Statement of Changes in Equity, specifically in the “Share based compensation reserve (vested)”: (i) The Company issued 298,268 class A share units as part of Bonus IPO remuneration, which were granted to eligible executives and employees. These share units represented R$ 29,124 (net of withholding taxes) previously provisioned in Share Based Compensation Reserves (granted) and transferred to Share Based Compensation Reserves (vested) – exercised in the Consolidated Statement of Changes in Shareholders’ Equity. The Bonus IPO was conditioned to a 1-year lockup period expir ed in July 2021. The corresponding labor charges in 2021 amounted to R$ 21,456 . (ii) As result of the carve-out process, as described in Note 1 . 2 executives and employees (eligible) were transferred to the Company. Those eligible executives and employees were part of the Plan and their plans were migrated to the ILP Plan, as described in Note 23 c. In as much as those eligible parties exercise their plan, the Company delivers a fixed quantity of share units to them. The amount provisioned previously in Share based Compensation Reserves (granted) in the Consolidated Statement of Changes in Shareholders’ Equity on December 31, 2021 is R$ 58 and was transferred to Share based compensation reserves (vested) – exercised. The corresponding labor charges in 2021 amounted to R$ 70 . (iii) The Company remunerated part of its executives based on restricted share units. The amount provisioned and paid in 2021 was R$ 1,861 (net of withholding taxes), see Share Based Compensation Reserves (granted) and subsequently vested to Share based compensation reserves (vested). Labor charges in 2021 to R$ 1,538 . The Company’s shareholders on December 3 1 2021 In units Company Shareholders Class A Class B Total Cogna Group - 64,436,093 64,436,093 Free Float 17,957,758 - 17,957,758 Treasury shares (Note 23d) 1,000,000 - 1,000,000 Total (%) 22,73 % 77,27 % 83,393,851 23 b The basic earnings (loss) per share is measured by dividing the profit attributable to the Company’s shareholders by the weighted average common shares issued during the year. The Company considers as diluted earnings per share, the number of common shares calculated added by the weighted average number of common shares that should be issued upon conversion of all potentially dilutive shares into common shares; potentially dilutive shares were deemed to have been converted into common shares at the beginning of the period. December 31, 2021 December 31, 2020 December 31, 2019 Loss Attributable to Shareholder´s (118,754 ) (45,649 ) (60,708 ) Weighted average number of ordinary shares outstanding (thousands) (i) 82,254 83,012 83,012 Effects of dilution of ordinary potential shares- weighted averaged (thousands) Share based- compensation ("Long term Plan") (ii) 829 903 - Share based - compensation ("Bonus IPO") (ii) - 411 - Share based plan Migrated from Cogna to Vasta (iii) 22 30 - Total dilution effect 851 1,344 - Basic earning (loss) per share - R$ (1.44 ) (0.55 ) (0.73 ) Diluted earning (loss) per share - R$ (1.44 ) (0.55 ) (0.73 ) (i) The Company has not changed its number of voting rights since the IPO on July 31, 2020. (ii) Refers to the share-based payments plans (“ILP”) and Bonus IPO. (iii) Refers to the Cogna Plan migrated to the Vasta Plan as a result of the restructuring in 2020 23 ( gran te d ) The Company as of December 3 1 2021 2 and 1 (one) bonus plan paid a) Cogna Plan - On September 3, 2018, Cogna Group´ shareholders approved a restricted share-based compensation plan, which may grant rights to receive a maximum number of restricted shares not exceeding 19,416,233 shares, corresponding to 1,2% of Cogna Group’s total share capital at the Plan’s approval date, excluding shares held in treasury on such date. This program should be wholly settled with delivery of Cogna’s shares. Cogna Group´s obligation to transfer the restricted shares under the Plan, in up to 10 days from the end of the vesting period, is contingent upon the continuing employment relationship of the employee or officer, as appropriate, for a period of three years from the date the respective agreement is signed. The number of outstanding restricted shares as of December 31, 2021 was 155,919 (155,919 as of December 31, 2020) and the grant date fair value was 10,58. The effect of events on compensation in the Consolidated Statement of Profit or Loss for the year ended December 31, 2021 was R$ 2,234 including labor charges (R$ 3,655, including labor charges for the year ended December 31, 2020). b) Long Term Investment – (“ILP”) – Refers to two tranches granted being the first issued on July 23, 2020 and November 10, 2020. The Company compensates part of its employees and management. This plan will grant up to 3% of the Company’s class A share units . The Company will grant the limit of five tranches approved by the Company’s Board of Directors . The fair value of share units is measured at fair value quoted on the grant date. The plan has a vesting period corresponding to 5 years added by expected volatility of 30% and will be settled with Company’s shares. All taxes and contributions are paid by the Company without additional costs to employees and management. This program should be wholly settled with the delivery of the shares . The effect of events on share-based compensation in the Consolidated Statement of Profit or Loss for the year ended December 3 1 , 2021 was R$ 21,372 , being R$ 21,250 in Shareholder’s the Equity and a credit of R$ 122 as labor charges in liabilities, due to share price fluctuation (R$ 12,868 being R$ 9,342 in Shareholder’s the Equity and of R$ 3,626 as labor charges in liabilities for the year ended Dec ember 3 1 , 2020 . c) Bonus paid in restricted share units – “Premium recognized” - The Company granted and vested 38,564 shares on April 12, 2021 to certain members of management based on performance recognized. This program was wholly settled with the delivery of the shares. The amount provisioned and paid was R$ 1,941 (net of withholding taxes), of which R$ 1,539 corresponds to labor charges. 23 , d Vasta’s share Repurchase Program On 2021 the Company announced that its Board of Directors has approved its first share repurchase program, or the Repurchase Program may repurchase up to 1,000,000 in Class A common shares in the open market, based on prevailing market prices, or in privately negotiated transactions, over a period beginning on August 17, 2021, continuing until the earlier of the completion of the repurchase or February 17, 2022, depending upon market conditions , and on December 31, 2021, the Company had a balance of R$23,880 or 1,000,000 shares in its possession. |
Net Revenue from sales and Serv
Net Revenue from sales and Services | 12 Months Ended |
Dec. 31, 2021 | |
Net Revenue from sales and Services | |
Net Revenue from sales and Services | 24 Net Revenue from sales a nd Services The breakdown of net sales of the Company for the years ended December 31, 2021, 2020 and 2019 is shown below, Revenue is broken down into the categories that, according to the Company the nature, amount, timing and uncertainty of revenue through provisions as follows: December 31, 2021 December 31, 2020 December 31, 2019 Learning Systems Gross revenue 568,522 608,200 542,070 Deductions from gross revenue Taxes (219 ) (40 ) (79 ) Discounts (14,302 ) (8,603 ) (37,989 ) Returns (41,919 ) (17,553 ) (9,350 ) Net revenue 512,083 582,003 494,652 Textbooks Gross revenue 212,708 308,298 339,535 Deductions from gross revenue Taxes (1,608 ) (250 ) (2,251 ) Discounts - - - Returns (41,330 ) (72,488 ) (58,757 ) Net revenue 169,770 235,560 278,527 Complementary Education Services Gross revenue 148,817 63,491 33,106 Deductions from gross revenue Taxes (961 ) (17 ) (37 ) Discounts - (6 ) (1 ) Returns (10,459) ) (2,880 ) (1,880 ) Net revenue 137,397 60,588 31,188 Other services Gross revenue 34,498 34,118 83,094 Deductions from gross revenue Taxes (3,034 ) (3,864 ) (3,686 ) Discounts - - (911 ) Returns - - (605 ) Net revenue 31,463 30,254 77,892 Total Content & EdTech Gross revenue 964,545 1,014,107 997,805 Deductions from gross revenue Taxes (5,822 ) (4,171 ) (6,053 ) Discounts (14,302 ) (8,609 ) (38,901 ) Returns (93,708 ) (92,921 ) (70,592 ) Net revenue 850,713 908,406 882,259 E-commerce Gross revenue 100,084 97,632 112,352 Deductions from gross revenue Taxes (2,473 ) (2,261 ) (3,239 ) Discounts - - - Returns (2,595 ) (6,149 ) (1,689 ) Net revenue 95,016 89,222 107,424 Other digital services Gross revenue 1,850 - - Deductions from gross revenue Taxes (160 ) - - Discounts - - - Returns - - - Net revenue 1,690 - - Total Digital Services Gross revenue 101,934 97,632 112,352 Deductions from gross revenue Taxes (2,633 ) (2,261 ) (3,239 ) Discounts - - - Returns (2,595 ) (6,149 ) (1,689 ) Net revenue 96,706 89,222 107,424 Total Gross revenue 1,066,479 1,111,739 1,110,157 Deductions from gross revenue Taxes (8,456 ) (6,431 ) (9,292 ) Discounts (14,302 ) (8,609 ) (38,901 ) Returns (96,303 ) (99,071 ) (72,281 ) Net revenue 947,419 997,628 989,683 Sales 914,266 967,374 971,250 Service 33,153 30,254 18,433 Net revenue 947,419 997,628 989,683 |
Costs and Expenses by Nature
Costs and Expenses by Nature | 12 Months Ended |
Dec. 31, 2021 | |
Costs and Expenses by Nature | |
Costs and Expenses by Nature | 25 Costs and Expenses by Nature December 31, 2021 December 31, 2020 December 31, 2019 Salaries and payroll charges (274,581 ) (279,523 ) (200,621 ) Raw materials and productions costs (185,862 ) (216,791 ) (238,635 ) Editorial costs (71,705 ) (52,794 ) (61,281 ) Depreciation and amortization (211,156 ) (174,088 ) (164,932 ) Copyright (58,885 ) (59,597 ) (61,975 ) Advertising and publicity (77,655 ) (88,965 ) (60,416 ) Utilities, cleaning and security (25,505 ) (19,499 ) (11,869 ) Rent and condominium fees (17,775 ) (14,278 ) (20,375 ) Third-party services (25,758 ) (23,904 ) (26,406 ) Travel (8,747 ) (8,760 ) (12,471 ) Consulting and advisory services (23,395 ) (25,269 ) (16,028 ) Impairment losses on trade receivables (32,726 ) (25,015 ) (4,297 ) Material (3,523 ) (3,708 ) (1,087 ) Taxes and contributions (2,808 ) (2,066 ) (3,278 ) Reversal for tax, civil and labor risks 1,986 2,092 3,325 Provision for obsolete inventories (22,117 ) (4,057 ) (6,831 ) Income from lease and sublease agreements with related parties 15,939 21,683 - Other income, net 5,554 4,283 (20,052 ) (1,018,719 ) (970,256 ) (907,229 ) Cost of sales and services (396,829 ) (378,003 ) (447,049 ) Commercial expenses (164,439 ) (165,169 ) (184,592 ) General and administrative expenses (430,279 ) (406,352 ) (276,427 ) Impairment loss on accounts receivable (32,726 ) (25,015 ) (4,297 ) Other operating income, net 5,554 4,283 5,136 (1,018,719 ) (970,256 ) (907,229 ) |
Finance result
Finance result | 12 Months Ended |
Dec. 31, 2021 | |
Finance result | |
Finance result | 26 Finance result December 31, 2021 December 31, 2020 December 31, 2019 Finance income Income from financial investments and marketable securities (i) 26,719 16,907 1,703 Other finance income 8,921 4,077 3,713 35,640 20,984 5,416 Finance costs Interest on bonds and financing (43,549) (52,935) (92,583) Imputed interest on suppliers (14,767) (13,854) (24,612) Interest on Loans from related parties (157) (3,344) - Bank and collection fees (6,587) (17,771) (847) Interest on provision for tax, civil and labor risks (34,300) (13,297) (41,428) Interest on Lease Liabilities (14,984) (15,077) (16,312) Other finance costs (5,839) (3,131) (2,403) (120,183) (119,409) (178,185) Financial Result (net) (84,543) (98,425) (172,769) (i) Refers to income from marketable securities indexed at CDI. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
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 Company’s customers. Thus, the reportable segments are: (i) Content & EdTech Platform; and (ii) Digital Services. The Content & EdTech platform derives its results from core and complementary educational content solutions through digital and printed content, including textbooks, learning systems and other complementary educational services. The Digital Services aims to unify the entire school administrative ecosystem, allowing private schools to add multiple learning strategies and help them to focus on education, through the physical and digital e-commerce platform (Livro Fácil) and other digital services of the Company. Operations related to this segment began with the acquisition of Livro Fácil. In August 2021, the Company acquired EMME, which has its digital platform aimed at the production of educational marketing material for the Company's partner schools. Due to the nature of the Company’s e-commerce platform, the Content & EdTech Platform segment sells its printed and digital content to the Digital Services segment. These transactions are priced on an arm’s length basis and are to be settled in cash. However, the eliminations made in preparing the consolidated financial statements are included in the measure of the segment’s profit or loss that is used by the CODM, and therefore the amounts presented herein are net of such intersegment transactions. The following table presents the Company’s revenue, its reconciliation to “profit (loss) before finance result and tax”, assets and liabilities by reportable segment . No other information is used by the CODM when assessing segment performance: December 31, 2021 Content & EdTech Platform Digital Services Total Net revenue from sales and services 850,713 96,706 947,419 Cost of goods sold and services (327,651 ) (69,178 ) (396,829 ) Operating income (expenses) General and administrative expenses (413,746) (16,533 ) (430,279 ) Commercial expenses (147,664 ) (16,775 ) (164,439 ) Other operating income 5,469 85 5,554 Impairment losses on trade receivables (32,344 ) (382 ) (32,726 ) Loss before finance result and taxes (65,223 ) (6,077 ) (71,300 ) Assets 7,207,084 126,323 7,333,407 Current and non-current liabilities 2,605,351 62,847 2,668,198 December 31, 2020 Content & EdTech Platform Digital Services Total Net revenue from sales and services 908,406 89,222 997,628 Cost of goods sold and services (301,882 ) (76,121 ) (378,003 ) Operating income (expenses) General and administrative expenses (387,023 ) (19,329 ) (406,352 ) Commercial expenses (152,659 ) (12,510 ) (165,169 ) Other operating income 4,283 - 4,283 Impairment losses on trade receivables (25,015 ) - (25,015 ) Profit (Loss) before finance result and taxes 46,110 (18,738 ) 27,372 Assets 6,848,198 130,072 6,978,270 Current and non-current liabilities 2,141,107 51,847 2,192,953 December 31, 2019 Content & EdTech Platform Digital Services 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 income, net 5,136 - 5,136 Impairment losses on trade receivables (4,297 ) - (4,297 ) Profit before finance result 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 The Segments’ profit represents the profit earned by each segment without finance results and income tax expense. This is the measure reported to the CODM for the purpose of resource allocation and assessment of segment performance. The Company operates in Brazil, with no revenue from foreign customers, Additionally, no single customer contributed 10% or more to the Company’s segments revenue for the years ended December 31, 2021, 2020 and 2019. |
Non-cash transactions
Non-cash transactions | 12 Months Ended |
Dec. 31, 2021 | |
Non-cash transactions | |
Non-cash transactions | 28 N on-c ash transactions Non-cash transactions for the years ended December 31, 2021, 2020 and 2019 are, respectively: (i) Additions of right of use assets and lease liabilities in the amount of R$ 25,513, R$ 35,925 and R$ 31,177 (Note 16), and, (ii) Disposals of contracts of right of use assets and lease liabilities in the amount of R$ 3,481, R$ 3,429 and R$ 34,852 (Note 16) and Accounts payable assumed in the acquisition of SEL, in the amount of R$ 26,876, Redação Nota 1000, in the amount of R$ 7,294, EMME, in the amount of R$ 12,253, De Gouges, in the amount of R$ 451,554, and Pluri, in the amount of R$ 12,347, Mind Makers, in the amount of R$ 13,621, Meritt, in the amount R$ 4,330. (see note 5). |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent events | |
Subsequent events | 29 Subsequent events On January 14, 2022, the Company acquired the companies Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. and MVP Consultoria e Sistemas Ltda. (“Phidelis”), when the control over the entity was transferred upon all conditions established on the share purchase agreement and the liquidation was completed. The Company will pay the total amount of R$16,407, of which R$8,200 was paid in cash on the acquisition date and the remaining amount of R$8,200 to be paid in 2-year installments. The contract has an earn-out clause of R$20,700, which will be paid in 3 installments adjusted by the IPCA, linked to the achievement of performance targets between 2022 and 2025. Phidelis is a complete platform of academic and financial management for K-12 schools, providing (i) software licensing and development, and (ii) messaging, retention, enrollment and default management for schools and students. In addition to aggregating a digital solution and bringing in new clients, Phidelis’s team will support the development of Vasta’s digital services platform. The asset allocation is not yet concluded once the Company is working with to determine the assets allocation. See below the summary of the provisional balances at the acquisition date: Phidelis and MVP Current assets Cash and cash equivalents 379 Trade receivables 196 Taxes recoverable 6 Total current assets 581 Non-current assets Property and equipment 72 Total non-current assets 72 Total Assets 653 Current liabilities Salaries and social contributions 20 Taxes payable 50 Income tax and social contribution payable 80 Other liabilities 14 Total current liabilities 164 Total liabilities 164 Net assets 489 Acquisition Price 16,407 Goodwill 15,918 |
Significant accounting polici_2
Significant accounting policies and new and not yet effective accounting standards (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
New accounting policies and significant accounting policies adopted | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly liquid short-term investments and have maturities of three months or less from the date of purchase and that are readily convertible into a known amount of cash and are subject to immaterial risk of change in value. |
Financial Assets and Liabilities | Financial Assets and Liabilities i Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way the Company manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, through the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; how the performance of the portfolio is evaluated and reported to the Company’s Management. risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed. how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or on the contractual cash flows obtained; and the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset upon initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated with outstanding principal amount during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Company considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. This includes evaluating whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Company considers the following: contingent events that change the amount or timing of cash flows; terms that may adjust the contractual rate, including variable rates; the prepayment and the extension of the term; and the terms that limit the access of the Company to cash flows from specific assets (for example, based on the performance of an asset). Due to their nature, as of December 31, 2021 and 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, as of December 31, 2021 and 2020 the Company’s financial liabilities are classified as “measured at amortized cost”. ii . I nitial Trade receivables are initially recognized on the date they were originated. All other financial assets and liabilities are initially recognized when the Company becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in statements of profit or loss. Financial assets are derecognized when the rights to receive the cash flows expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the "Financial assets at fair value through profit or loss", as well as interest income accrued over “Assets measured at amortized cost”, are presented in statements of profit or loss under "Finance income" in the period in which they arise. The Company derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Company also derecognizes a financial liability when the terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in statements of profit or loss. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the Consolidated Statement of Financial Position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle them a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty. iv. Impairment of financial assets The Company assesses on a prospective basis the expected credit loss (“ECL”) associated with its financial asset instruments carried at amortized cost, with accruals and reversals recorded in the Statement of Profit or Loss . ECLs are based on the difference between the contractual cash flows due in accordance with the contractual terms and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applied the simplified approach permitted by IFRS 9 and calculated impairment losses based on lifetime expected credit losses as from their initial recognition, as described in Note 10.c. |
Inventories | Inventories Inventories are stated at cost or net realizable value, whichever is lower. The method of valuation of inventories is the average cost. The cost of finished goods and work in progress comprises project costs, raw materials, publishing costs (e.g., direct labor, other direct costs and the related direct production costs). Editorial costs incurred during the development phase of a new product are presented within inventories as “work in progress”, as materials are substantially revised annually. After the conclusion of its production and allocation in the line of "finished products", the sales of the product begins and any subsequent costs incurred are recognized in profit or loss as "cost of goods sold and services ", according to the accrual period on which the services are provided. The Company recognizes a provision for losses on finished products and low-handling raw materials, which are periodically analyzed and evaluated in terms of the expected realization of these inventories. If losses are not expected, the provision is reversed. Management periodically assesses whether obsolete inventories need to be destroyed. The Company also recognizes the right of return on its inventories. See Note 3.2 f |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Company, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to statement of Profit or Loss during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, buildings and leasehold improvements 5-20 IT equipment 3-10 Furniture, equipment and fittings 3-10 Right of use assets 3-15 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. The Company did not identify changes in the useful life at December 31, 2021 and 2020. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in statement of Profit or Loss when control of the asset is transferred. See Note 12. |
Business Combination | Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in statement of profit or loss. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. See Note 5. |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The Company’s intangible assets are mostly comprised of software, trademarks, customer portfolio, platform content production, trade agreement, copyrights and goodwill. Those items are further described below: Goodwill Goodwill arising on the acquisition of subsidiaries is measured as set out in Note 13. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria (e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets is amortized using straight-line method over its estimated useful lives, not greater than 5 years. The Company did not identify changes in the useful life at December 31, 2021 and 2020. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 to 30 years. The Company did not identify changes in the useful life at December 31, 2021 and 2020. Customer portfolio Customer portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relationship has an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship (from 12 to 13 years). The Company did not identify changes in the useful life at December 31, 2021 and 2020. Platform content production Development expenditure with platform content is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses. Amortization is calculated on the straight-line method over their estimated useful lives of 3 years. The Company did not identify changes in the useful life at December 31, 2021 and 2020. |
Copyrights | Copyrights The Company accounts for different copyright agreements as follows: 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. 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 When the Company purchases permanently the legal title of the copyright from the authors, the amounts are capitalized in “Intangible Assets and Goodwill” as “Other intangible assets”and are amortized on the straight-line method over their estimated useful lives, which are not greater than 3 years, which is the the content renewal estimated timeline. The Company did not identify changes in the useful life as of December 31, 2021 and 2020. |
Impairment of non-financial assets | Impairment of non-financial assets Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment tests are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units – CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in statement of profit or loss is not reversed. See Note 5. |
Bonds and Financing | Bonds and Financing The Bonds and financing are recognized initially at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in consolidated profit and loss over the period of the bonds and financing using the effective interest rate method. Following initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest rate method. The Bonds and financing are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Both general and specific borrowing costs directly related to the acquisition, construction or production of a qualifying asset that requires a substantial period of time to be prepared for its intended use or sale, are capitalized as part of the cost of that asset when it is probable that future economic benefits associated with the item will flow to the Company and the costs can be measured reliably. The other borrowing costs are recognized as finance costs in the period in which they are incurred. See Note 14. |
Suppliers (including Reverse Factoring) | 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. In addition, the effects of Reverse Factoring on Cash Flows are recognized in “Cash flow from operating activities”. |
Leases | Leases Right-of-use assets The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life or the lease term, as most of the Company’ leases are related to property leases. 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. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease. 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 | 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 adequate to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized in general and administrative expenses when incurred. See Note 21. |
Current and Deferred income tax and social contribution | Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated on pre-tax profit basis. IRPJ and CSLL are calculated based on the nominal statutory rates of 25% and 9%, respectively, adjusted by non-taxable/nondeductible items provided for by law. Deferred income tax and social contribution are calculated on income tax and social contribution losses and other temporary differences in relation to the balances of assets and liabilities in the Statement of Financial Position. The deferred income tax and social contribution assets are fully accounted for, except when it is not probable that assets will be recovered by future taxable income. Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. See Note 22. |
Employee Benefits | Employee Benefits The Company has the following employee benefits: Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Company has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Company also provides its commercial team with commissions calculated considering existing sales and revenue targets that are periodically reviewed. These amounts are accrued in “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being made twice a year. Since commissions are paid based on the annual sales of each contract, the Company elected to use the practical expedient to expense the costs as incurred. Pension Contributions The Company offered a defined contribution plan to its employees and once the contributions have been made, the Company has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred (i.e employees have rendered services entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses in statement of Profit or Loss. 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) (ii) 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 months after the end of the reporting period are discounted to their present value. |
Shareholders' Equity | Shareholders’ Equity Until July 23, 2020 the Company presented its financial statement based on the combined carve-out, where the capital reserves were not presented, and all effects were recorded in Parent Company’s Net Investment. As a consequence of the restructuring completed on July 23, 2020, the Company presented its consolidated financial statements considering a new basis of preparation where the share capital, capital reserve and accumulated losses were disclosed. Since July 1, 2020, amounts previously recorded in Parent Company’s net investment in Equity have been recorded as net income and portions were reclassified to share capital and capital reserve. Share Capital On December 31, 2021, the Company’s share capital was R$ 4,820,815, divided into 83,348,717 shares of which 64,436,093 are Class B shares held by Cogna Group and 18,912,624 are Class A common shares held by others. Capital reserve The breakdown of capital reserves is arising from share-based payment in the amount of R$61,488, see Note 23. Treasury shares On December 31, 2021, the Company holds shares in treasury in the amount of R$23,880, corresponding to 1,000,000 shares, see Note 23. |
Revenue Recognition | Revenue Recognition The Company generates most of its revenue from the sale of textbooks (“publishing” when sold as standalone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transactions or term contracts with an average period from three Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when the Company delivers the content in printed and digital format. The Company also sells its products directly to students and parents through its e-commerce platform. Since the Company obtains control of the goods sold before they are transferred to its customers, the Company assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Company is entitled in exchange for the specified goods transferred. Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allow product returns (generally for period of four months from the delivery date) up to a certain limit, the Company recognizes revenue for the amount that is expected to be received based on past experience, assuming that the other conditions for revenue recognition are met. Therefore, the amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data on a portfolio basis. In these circumstances a contractual obligation and a right to recover returned goods asset are recognized. The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover the goods. The refund liability on the return received is included in Contractual Obligations and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. The Company also provides other types of complementary educational solutions, preparatory courses for university admission exams, digital services and other services to private schools, such as: teacher training, educators and parenting support, extracurricular educational content and other services related to the management of private schools. Each complementary educational service, digital service and others are deemed to be separate performance obligations. Thus, revenue is recognized over time when the services are rendered (i.e. output method) to the customer. The Company believes this is an appropriate measure of progress toward satisfaction of performance obligations as it is the most accurate measure of the consideration to which the Company expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation is recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. See Note 24. |
Taxes on Revenues | Taxes on Revenues The Company and its affiliates benefit from tax Law No. 10,865/04, as amended by Law No. 11,033/04, which provides that our tax rate on the sale of books is zero in respect of contributions to the social integration program tax (Programa de Integração Social, or PIS) and the social contributions on revenue tax (Contribuição para o Financiamento da Seguridade Social, or COFINS). The sale of books is also exempt by the Brazilian constitution from Brazilian municipal taxes, Brazilian services tax (Imposto Sobre Serviços, or ISS) and from the Brazilian tax on the circulation of goods, interstate and intercity transportation and communication services (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Services de Transporte Interestadual e Intermunicipal e de Comunicação, or ICMS). Tax exemption available to physical books have been extended to digital books based on a decision by the Brazilian Supreme Court rendered on March 8, 2017. The services revenues are subject to PIS and COFINS under the non-cumulative tax regime (with a nominal statutory rate of 9.25%), as well as municipality service taxes (Impostos sobre Serviços, or ISS) for which a statutory rate of 5% is applicable. |
Fair Value Measurement | Fair Value Measurement Fair value is the price that would be received upon the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date, on the primary market or, in the absence thereof, on the most advantageous market to which the Business has access on such date. The fair value of a liability reflects its risk of non-performance, which includes, among others, the Company’s own credit risk. If there is no price quoted on an active market, the Company uses valuation techniques that maximize the use of relevant observable data and minimize the use of unobservable data. The chosen valuation technique incorporates all the factors market participants would consider when pricing a transaction. If an asset or a liability measured at fair value has a purchase and a selling price, the Company measures the assets based on purchase prices and liabilities based on selling prices. A market is considered as active if the transactions for the asset or liability take place with enough frequency and volume to provide pricing information on an ongoing basis. The best evidence of the fair value of a financial instrument upon initial recognition is usually the transaction price - i.e., the fair value of the consideration given or received. If the Company determines that the fair value upon initial recognition differs from the transaction price and the fair value is not evidenced by either a price quoted on an active market for an identical asset or liability or based on a valuation technique for which any non-observable data are judged to be insignificant in relation to measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value upon initial recognition and the transaction price. This difference is subsequently recognized in Profit or Loss on an appropriate basis over the life of the instrument, or until such time when its valuation is fully supported by observable market data or the transaction is closed, whichever comes first. To provide an indication of the reliability of the inputs used in determining fair value, the Company has classified its financial instruments according to the judgements and estimates of the observable data as much as possible. The fair value hierarchy is based on the degree to which the fair value used in the valuation techniques is observable, as follows: Level 1: The fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: The fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: The fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
The Company and Basis of Presentation | |
Schedule of entities, which are all fully owned by the Company | Company December 31, 2021 December 31, 2020 Interest % Interest % Somos Sistemas de Ensino S.A ("Somos Sistemas") 100% 100% Livraria Livro Fácil Ltda. ("Livro Fácil") 100% 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Mind Makers Editora Educacional (“Mind Makers”) 100% 100% Colégio Anglo São Paulo 100% 100% Meritt Informação Educacional Ltda (“Meritt”) 100% 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% - Nota 1000 Serviços Educacionais Ltda ("Redação Nota 1000") 100% - EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% - Editora De Gouges S.A ("De Gouges") 100% - Company December 31, 2021 December 31, 2020 Interest % Interest % Vasta Platform Ltd. ("Vasta's Parent Company") 100% 100% Somos Sistemas de Ensino S.A ("Somos Sistemas") 100% 100% Livraria Livro Fácil Ltda. ("Livro Fácil") 100% 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Mind Makers Editora Educacional (“Mind Makers”) 100% 100% Colégio Anglo São Paulo 100% 100% Meritt Informação Educacional Ltda (“Meritt”) 100% 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% - Nota 1000 Serviços Educacionais Ltda ("Redação Nota 1000") 100% - EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% - Editora De Gouges S.A ("De Gouges") 100% - |
Basis of preparation and pres_2
Basis of preparation and presentation of Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of preparation and presentation of Consolidated Financial Statements | |
Schedule of entities, which are all controlled by the Company | Company December 31, 2021 December 31, 2020 Interest % Interest % Somos Sistemas de Ensino S.A ("Somos Sistemas") 100% 100% Livraria Livro Fácil Ltda. ("Livro Fácil") 100% 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Mind Makers Editora Educacional (“Mind Makers”) 100% 100% Colégio Anglo São Paulo 100% 100% Meritt Informação Educacional Ltda (“Meritt”) 100% 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% - Nota 1000 Serviços Educacionais Ltda ("Redação Nota 1000") 100% - EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% - Editora De Gouges S.A ("De Gouges") 100% - Company December 31, 2021 December 31, 2020 Interest % Interest % Vasta Platform Ltd. ("Vasta's Parent Company") 100% 100% Somos Sistemas de Ensino S.A ("Somos Sistemas") 100% 100% Livraria Livro Fácil Ltda. ("Livro Fácil") 100% 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Mind Makers Editora Educacional (“Mind Makers”) 100% 100% Colégio Anglo São Paulo 100% 100% Meritt Informação Educacional Ltda (“Meritt”) 100% 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% - Nota 1000 Serviços Educacionais Ltda ("Redação Nota 1000") 100% - EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% - Editora De Gouges S.A ("De Gouges") 100% - |
Significant accounting polici_3
Significant accounting policies and new and not yet effective accounting standards (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
New accounting policies and significant accounting policies adopted | |
Schedule of estimated useful lives of property, plant and equipment | Years Property, buildings and leasehold improvements 5-20 IT equipment 3-10 Furniture, equipment and fittings 3-10 Right of use assets 3-15 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations | |
Schedule of assets and liabilities acquired for business combination | Phidelis and MVP Current assets Cash and cash equivalents 379 Trade receivables 196 Taxes recoverable 6 Total current assets 581 Non-current assets Property and equipment 72 Total non-current assets 72 Total Assets 653 Current liabilities Salaries and social contributions 20 Taxes payable 50 Income tax and social contribution payable 80 Other liabilities 14 Total current liabilities 164 Total liabilities 164 Net assets 489 Acquisition Price 16,407 Goodwill 15,918 |
Business combinations | |
Business Combinations | |
Schedule of assets and liabilities acquired for business combination | SEL Redação Nota 1000 EMME De Gouges Total Current assets Cash and cash equivalents 1,461 525 637 16,439 19,062 Trade receivables (vi) - 1,327 1,082 18,190 20,598 Inventories (iv) - - - 4,534 4,534 Prepayments - - 14 83 97 Taxes recoverable - - 9 1,947 1,956 Other receivables 180 - - 12 192 Total current assets 1,641 1,852 1,742 41,204 46,439 Non-current assets Property, plant and equipment 611 - 128 1,272 2,011 Other intangible assets - 1,099 1 38 1,138 Intangible assets - Customer Portfolio (ii) 18,783 - - 64,806 83,589 Intangible assets - Trade agreement (iii) - - - 247,622 247,622 Intangible assets - Software (v) 1,296 5,692 4,048 - 11,036 Total non-current assets 20,690 6,791 4,177 313,738 345,396 Total Assets 22,331 8,643 5,919 354,942 391,835 Current liabilities Suppliers - 180 13 1,107 1,300 Salaries and social contributions 1 124 600 2,871 3,596 Taxes payable 17 207 102 - 326 Income tax and social contribution payable 33 - - 5,232 5,265 Provision for trade discount - - - 15,000 15,000 Other liabilities - 1,673 2 25 1,700 Total current liabilities 51 2,184 717 24,235 27,187 Non-current liabilities Provision for tax, civil and labor risk - - - 1,231 1,231 Provision for trade discount - - - 47,234 47,234 Total non-current liabilities - - - 48,465 48,465 Total liabilities 51 2,184 717 72,699 75,651 Net identifiable assets at fair value (A) 22,280 6,459 5,202 282,242 316,183 Total Consideration transferred (B) 65,000 11,387 15,317 611,554 703,257 Goodwill (B – A) (i) 42,720 4,928 10,115 329,312 387,074 (i) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company (i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. (ii) As a result of purchase price allocation, the Company identified R$ 18,783 , customer portfolio (“SESI”), and R$ 64,806 , customer portfolio (“De Gouges”) based on customer portfolio receivables expectation around 8 % per year. See Note 13 . (iii) As a result of the purchase price allocation, the Company identified R$ 247,622 , a commercial agreement (“Eleva Holding”), which corresponds to the sale of teaching material from "De Gouges" to partner schools of "Eleva Holding" within 10 years, with an estimated sales rate of 10 % per year. (iv) As a result of the purchase price allocation, the Company identified R$ 4,534 in inventories (“De Gouges”), based on the expectation of sales of this inventory at around 33 % per year. (v) As a result of purchase price allocation, the Company identified R$ 11,036 , Educational Software applied in the “SESI” learning system, Writing Correction Software for Education System “Redação Nota 1000 ” and software that produces digital marketing material solutions for schools “EMME”, all of them based on relief from royalties’ criteria (RIR) and each acquisition with its corresponding rate of net revenue by investment. see Note 13 . (vi) Accounts receivable from customers comprise gross contractual amounts due of R$24,344, of which R$3,746 were uncollectible on the acquisition date. See Note 10e. Pluri Mind Makers Meritt Total Current assets Cash and cash equivalents 1,820 528 894 3,242 Trade receivables 1,687 3,303 - 4,990 Inventories 9,858 - - 9,858 Inventories - added value (iv) 5,480 - - 5,480 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 Portfolio (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 Contractual obligations 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 identifieable assets at fair value (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) (ii) Trademark-related intangible asset’s fair value was obtained based on: net revenue was estimated considering 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 Average Cost of Capital (“WACC”) 0.22 % p.a. (iii) The following assumptions were used to determine the customer portfolios: an average contract termination period of eight seven 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. |
Financial Risk Management (Tabl
Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Risk Management | |
Schedule of Interest rates contracted | December 31, 2021 December 31, 2020 Interest rate Bonds Private Bonds – 5 1 - 100,892 CDI + 1.15 Private Bonds – 5 2 104,844 102,868 CDI + 1.00 Private Bonds – 6 2 210,920 206,733 CDI + 1.70 Private Bonds – 7 - 381,850 CDI + 1.15 Bonds – 1 514,574 - CDI + 2.30 Financing and Lease Liabilities - Mind Makers 888 998 TJPLP + 5 Financing and Lease Liabilities 160,542 173,103 IPCA Accounts Payable for Business Combination 532,313 48,055 100 Loans from related parties - 20,884 CDI + 3.57 1,524,081 1,035,383 |
Schedule of financial liabilities by maturity ranges | December 31, 2021 Less than one year Between one and two years Over two years Total Bonds and financing (Note 14) 281,491 51,063 498,672 831,226 Lease Liabilities (Note 16) 26,636 26,781 107,125 160,542 Accounts Payable for business combination (Note 18) 20,502 35,685 476,126 532,313 Suppliers (Note 15) 167,168 - - 167,168 Reverse Factoring (Note 15) 97,619 - - 97,619 Other liabilities - related parties (Note 20) 39,271 - - 39,271 632,688 113,529 1,081,923 1,828,140 |
Schedule of financial liabilities by maturity ranges for estimated amounts payable based on undiscounted contractual amounts | December 31, 2021 Less than one year Between one and two years Over two years Total Bonds and financing 314,679 57,083 557,466 929,228 Lease Liabilities 29,776 29,938 119,755 179,469 Accounts Payable for business combination 22,919 39,893 532,261 595,073 Suppliers 167,168 - - 167,168 Reverse Factoring 104,052 - - 104,052 Other liabilities - related parties 39,271 - - 39,271 677,866 126,914 1,209,482 2,014,262 |
Schedule of calculation of gearing ratio | December 31, 2021 December 31, 2020 Net debt (i) 1,518,247 1,138,988 Total shareholders' equity 4,665,209 4,785,317 Total capitalization (ii) 3,146,963 3,646,329 Gearing ratio - % - (iii) 48 % 31 % (i) Net debt comprises financial liabilities (note 7 (ii) Refers to the difference between Shareholders’ Equity and Net debt. (iii) The Gearing Ratio is calculated based on Net Debt/Total Capitalization. |
Schedule of sensitivity analysis of potential losses from financial instruments | Index - % per year Balance as of December 31, 2021 Base scenario Scenario I Scenario II Financial Assets 101.58 292,021 34,973 43,717 52,460 Marketable Securities 100.95 166,349 19,799 24,749 29,698 458,370 54,772 68,466 82,158 Accounts Payable for Business Combination 100 (532,313 ) (62,760 ) (78,450 ) (94,140 ) Lease liabilities CDI + 1.28 (160,542 ) (18,928 ) (23,660 ) (28,392 ) Bonds and financing CDI + 1.66 (831,226 ) (111,800 ) (139,750 ) (167,700 ) (1,524,081 ) (193,488 ) (241,860 ) (290,232 ) Net exposure (1,065,711 ) (138,716 ) (173,394 ) (208,074 ) Interest Rate -% p.a - - 11.79 % 14.74 % 17.69 % - - - 25 % 50 % |
Financial Instruments by Cate_2
Financial Instruments by Category (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments by Category | |
Schedule of financial instruments by category | December 31, 2021 December 31, 2020 Assets - Amortized cost Cash and cash equivalents 309,893 311,156 Marketable Securities 166,349 491,102 Trade receivables 505,514 492,234 Other receivables 2,105 124 Related parties – other receivables 501 2,070 984,362 1,296,686 Liabilities - Amortized cost Bonds and financing 831,226 793,341 Lease liabilities 160,542 173,103 Reverse Factoring 97,619 110,513 Suppliers 167,168 168,941 Accounts payable for business combination 532,313 48,055 Other liabilities - related parties 39,271 135,307 Loans from related parties - 20,884 1,828,139 1,450,144 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and cash equivalents. | |
Schedule of cash and cash equivalents | December 31, 2021 December 31, 2020 Cash 100 13 Bank account 17,772 10,996 Financial investments (i) 292,021 300,147 309,893 311,156 (i) 105.2 , 202 1 101.7 020 |
Marketable securities (Tables)
Marketable securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Marketable securities | |
Schedule of marketable securities | Credit Risk December 31, 2021 December 31, 2020 Financial bills (LF) AAA 1,640 149,720 Financial treasury bills (LFT) AAA 164,709 341,382 166,349 491,102 |
Trade receivables (Tables)
Trade receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trade receivables | |
Schedule of trade receivables | December 31, 2021 December 31, 2020 Trade receivables 505,190 501,498 Related Parties (Note 20) 46,824 22,791 ( - ) Impairment losses on trade receivables (46,500 ) (32,055 ) 505,514 492,234 |
Schedule of maturities of trade receivables | December 31, 2021 December 31, 2020 Not yet due 417,233 425,327 Past due Up to 30 days 9,657 8,456 From 31 to 60 days 10,331 10,931 From 61 to 90 days 7,366 8,764 From 91 to 180 days 21,154 15,539 From 181 to 360 days 23,852 18,038 Over 360 days 15,597 12,279 Total past due 87,957 74,007 Customers in bankruptcy - 2,164 Related parties (note 20) 46,824 22,791 Impairment losses on trade receivables (46,500 ) (32,055 ) 505,514 492,234 |
Schedule of expected credit losses for aging | As of December 31, 2021 As of December 31, 2020 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) (i) Lifetime ECL (R$) Not yet due 0.30 % 1,263 0.10 % 432 Past due Up to 30 days 12.67 % 1,219 6.19 % 523 From 31 to 60 days 17.01 % 1,769 12.92 % 1,413 From 61 to 90 days 23.75 % 1,764 20.64 % 1,809 From 91 to 180 days 35.71 % 7,608 43.66 % 6,785 From 181 to 360 days 72.90 % 17,399 51.67 % 9,320 Over 360 days 99.23 % 15,478 78.26 % 9,609 46,500 29,891 Customers in bankruptcy (i) 100.00 % - 100.00 % 2,164 Impairment losses on trade receivables 46,500 32,055 (i) At December 31, 2020 the Company’s Management recorded 100% impairment losses for three of its customers that filed for bankruptcy. These corporate customers were national booksellers that were present in the main cities of Brazil and therefore were considered as strategic marketplaces for the sale of our published materials to final customers (students, teachers, and schools). The Company did not identify customers in bankruptcy as of December 31, 2021. |
Schedule of changes in impairment losses on trade receivables | December 31, 2021 December 31, 2020 December 31, 2019 Opening balance 32,055 22,524 19,397 Additions (i) 39,326 29,870 6,936 Reversals (2,854 ) (4,855 ) (1,975 ) Write offs (ii) (22,027 ) (15,484 ) (1,834 ) Closing balance 46,500 32,055 22,524 (i) The Company increased the recognition of provisions for expected losses due to macro-economic environment and considered the impact of COVID- 19 2020 (ii) The Company assessed its customers credit lines, that were partially renegotiated. Due to historical losses and lack of prospects of credit recovery alongside these customers, the Company recognized R$ 22,027 as write-off as of December 31, 2021 (R$ 15,484 as of December 31, 2020). |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventories | |
Schedule of inventories | December 31, 2021 December 31, 2020 Finished products (i) 160,318 168,328 Work in process 51,152 52,322 Raw materials 27,081 20,485 Imports in progress 1,681 2,642 Right to returned goods (ii) 2,131 5,855 242,363 249,632 (i) (ii) |
Schedule of changes in provision for inventories | December 31, 2021 December 31, 2020 December 31, 2019 Opening balance 62,210 69,080 72,410 Additions 24,178 8,783 9,331 (Reversals) (2,061 ) (4,726 ) (2,500 ) Inventory losses (i) (25,604 ) (10,927 ) (10,161 ) Closing balance 58,723 62,210 69,080 (i) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | December 31, 2021 December 31, 2020 Weighted average depreciation rate Cost Accumulated depreciation Net Book value Cost Accumulated depreciation Net Book value IT equipment 10% - 33% 44,180 (27,565) 16,615 27,036 (25,557 ) 1,479 Furniture, equipment and fittings 10% - 33% 38,116 (29,726) 8,390 36,314 (26,406 ) 9,908 Property, buildings and improvements 5%-20% 54,508 (36,636) 17,872 51,407 (31,429 ) 19,978 In progress - 677 - 677 315 - 315 Right of use assets 12% 251,694 (109,957 ) 141,737 241,906 (82,033 ) 159,873 Land - 391 - 391 453 - 453 Total 389,567 (203,885 ) 185,682 357,431 (165,425 ) 192,006 |
Schedule of changes in property, plant and equipment | IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land Total As of December 31, 2020 1,479 9,908 19,978 315 159,873 453 192,006 Additions (i) 16,105 1,028 597 2,732 25,513 - 45,975 Additions through business combinations 1,041 835 135 - - - 2,011 Renegotiation (ii) - - - - (12,439 ) - (12,439 ) Disposals / Cancelled contracts - (124 ) - - (3,286 ) - (3,410 ) Depreciation (2,010 ) (3,319 ) (5,208 ) - (27,924 ) - (38,461 ) Transfers - 62 2,370 (2,370 ) - (62 ) - As of December 31, 2021 16,615 8,390 17,872 677 141,737 391 185,682 (i) Refers substantially to recognition of new lease agreements of R$ 25,513 which the Company considers as part of its digital learning solutions through computer tablets that have been part of current learning system solutions. See the corresponding lease liabilities in Note 16 (ii) The Company returned part of the dos Campos warehouse to the lessor in September 2021, maintaining the lease agreement and term, changing only in the subsequent lease installments leading to the reversal adjustments of the right-of-use asset and corresponding lease liabilities, see Note 16 IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land T otal As of December 31, 2019 2,486 12,366 19,682 4,538 145,436 453 184,961 Additions (i) 758 22 828 34 35,925 - 37,567 Additions through 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 16 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets and Goodwill | |
Schedule of intangible assets and goodwill | December 31, 2021 December 31, 2020 Weighted average amortization rate Cost Accumulated amortization Net Book value Cost Accumulated amortization Net Book value Software 15 % 247,325 (151,281 ) 96,045 204,213 (120,798 ) 83,414 Customer Portfolio 8 % 1,197,381 (275,276 ) 922,105 1,113,792 (184,934 ) 928,858 Trademarks 5 % 631,935 (85,658 ) 546,277 631,935 (58,349 ) 573,586 Trade Agreement 8 % 247,622 (4,127 ) 243,495 - - - Platform content production 33 % 73,877 (49,583 ) 24,294 53,069 (29,248 ) 23,821 Other Intangible assets 33 % 39,421 (32,140 ) 7,281 38,283 (32,040 ) 6,243 In progress - 3,991 - 3,991 999 - 999 Goodwill - 3,694,879 - 3,694,879 3,307,805 - 3,307,805 6,136,432 (598,065 ) 5,538,367 5,350,096 (425,369 ) 4,924,726 |
Schedule of changes in intangible assets and goodwill | Software Customer Portfolio Trademarks Platform content production 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 through business combinations - 4,625 16,060 - 1,340 - 21,542 43,567 Disposals (77 ) - - - (87 ) - - (164 ) Amortization (23,861 ) (86,517 ) (26,506 ) (9,794 ) (176 ) - - (146,854) Transfers 19,215 28 (3 ) - - (19,240 ) - - As of December 31, 2020 83,414 928,858 573,586 23,821 6,243 999 3,307,805 4,924,726 Software Customer Portfolio Trademarks Trade Agreement Platform content production (i) Other Intangible assets In progress Goodwill (ii) Total As of December 31, 2020 83,414 928,858 573,586 - 23,821 6,243 999 3,307,805 4,924,726 Additions 25,560 - - - 20,808 39 9,509 - 55,916 Additions through business combinations 11,036 83,589 - 247,622 - 1,099 - 387,074 730,419 Amortization (30,482 ) (90,342 ) (27,309 ) (4,127 ) (20,335 ) (100 ) - - (172,695 ) Transfers 6,517 - - - - - (6,517 ) - - As of December 31, 2021 96,045 922,105 546,277 243,495 24,294 7,281 3,991 3,694,879 5,538,367 (i) Substantially refers to development of the projects related to Platform. The Company has invested in changes in its digital platform that include “ Digital Transformation” in the amount of approximately R$ 20,808 million, and project related to learning systems, in the amount of R$ 9,509 million. (ii) The Company recognized R$ 387,074 as goodwill on SEL, Nota 1000 5 |
Schedule of goodwill allocated to each CGU | Content & EdTech Platform 3,674,036 Digital Platform 20,843 3,694,879 |
Schedule of key assumptions used for value-in-use calculations | 2021 Content and EdTech Platform Digital Platform Growth rate - % 14.4 % 9.7 % Discount rate - % 10.81 % 10.81 % Growth rate (%) in perpetuity 5.8 % 5.8 % Years projected 8 8 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 |
Bonds and financing (Tables)
Bonds and financing (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Bonds and financing | |
Schedule of bonds and financing | December 31, 2020 Additions (ii) Payment of interest (i) Payment of principal (i) Interest accrued Transaction cost of bonds Transfers December 31, 2021 Bonds with Related Parties 502,743 - (24,873 ) (477,564 ) 25,859 - 238,509 264,673 Bonds - - - - 17,574 (993 ) - 16,581 Financing 139 - (49 ) ( 177 ) 116 - 208 237 Current liabilities 502,882 - (24,922 ) (477,741 ) 43,549 (993 ) 238,717 281,491 Bonds with Related Parties 289,600 - - - - - (238,509 ) 51,091 Bonds - 500,000 - - - (2,007 ) - 497,993 Financing 859 - - - - - (208 ) 651 Non-current liabilities 290,459 500,000 - - - (2,007 ) (238,717 ) 549,735 Total 793,341 500,000 (24,922 ) (477,741 ) 43,549 (3,000 ) - 831,226 (i) On March 15, 2021, the Company, substantially settled bonds with related parties amounting to R$ 100,000 and R$ 1,488 , in principal and interest, respectively as follows: 5 th Issuance, 1 st series – R$ 101,488 . In addition, the Company settled only interest on the following bonds: 5 th Issuance, 2 nd series – R$ 1,451 , 6 th Issuance, 2 nd series – R$ 3,613 and 7 th Issuance, single series – R$ 5,663 . This measure is part of a commitment with shareholders as a result of the IPO. On May 31, 2021, the Company partially settled bonds with related parties amounting to R$ 188,000 , of principal of the 7 th On August 6, 2021, the Company settled the remaining 7 th 189,564 5,871 5 2 2,029 6 2 4,758 Regarding the financing with Banco de Desenvolvimento de Minas Gerais SA - BDMG, the Company pays monthly the amount of R$ 15 4 177 49 (ii) On August 6, 2021, the subsidiary de S.A. issued R$ 500 million in simple debentures not convertible into shares, subject to compensatory interest of 100 % of DI Interest Deposit rate (CDI), plus spread of 2.30 % per year. The debentures are aimed at reinforcing the Company’s capital structure and elongating the debt maturity profile, which average maturity now stands at 35 months. December 31, 2019 Additions through Business Combinations (i) Payment of interest Payment of principal Interest accrued Transfers December 31, 2020 Bonds with Related Parties 440,947 - (49,369 ) (852,135 ) 52,900 910,400 502,743 Financing - - (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 Financing - 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 August 4, 2020, the Company, substantially settled bonds with related parties amounting by R$ 852,136 and R$ 29,864 , respectively principal and interest, as follow: 7 th Issuance, 1 st – R$ 310,918 ; 8 th Issuance R$ 448,826 and 9 th Issuance 115,591 . In addition, the Company settled only interest on the following bonds: 7 th Issuance, 2 nd – R$ 4,671 and 6 th Issuance, 2 nd – R$ 1,994 . This measure is part of the taken with the shareholders through the IPO process. |
Schedule of bonds' description | Subscriber Related Parties Related Parties Third parties Issuance 5th 6th 1st Series 2 nd 2 nd Single Series Date of issuance 08/15/2018 08/15/2017 08/06/2021 Maturity Date 08/15/2023 08/15/2022 08/05/2024 First payment after 60 months 60 months 35 months Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Financials charges CDI + 1.00% p.a. CDI + 1.70% p.a. CDI + 2.30% p.a. Principal amount (in millions of R$) 100 200 500 |
Schedule of bonds and financing maturities | December 31, 2021 Maturity of installments Total % 2022 281,491 33.9 % 2023 51,063 6.1 % 2024 498,672 60.0 % Total non-current liabilities 549,735 66.1 % 831,226 100.0 % |
Suppliers (Tables)
Suppliers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Suppliers | |
Schedule of trade suppliers | December 31, 2021 December 31, 2020 Local suppliers 132,124 128,639 Related parties (note 20) 19,534 20,985 Copyright 15,510 19,317 Reverse Factoring (i) 97,619 110,513 264,787 279,454 (i) one |
Lease liabilities (Tables)
Lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lease liabilities. | |
Schedule of lease liabilities | December 31, 2021 December 31, 2020 Opening balance 173,103 153,714 Additions for new lease agreements (i) 25,513 35,925 Renegotiation (12,439 ) - Cancelled contracts (3,481 ) (3,429 ) Renegotiation - COVID-19 impact (448 ) (688 ) Interest 14,984 15,091 Payment of interest (14,692 ) (14,675 ) Payment of principal (21,998 ) (12,835 ) Closing balance 160,542 173,103 Current liabilities 26,636 18,263 Non-current liabilities 133,906 154,840 160,542 173,103 (i) agreements (digital learning) refer to lease terms of 36 months, w 10.3 10.9 |
Schedule of fixed and variable lease payments | For the year ended December 31 2021 2020 Fixed Payments 36,689 27,510 Payments related to short-term contracts and low value assets, variable price contracts (note 25) 17,775 14,278 54,464 41,788 |
Contractual obligations and d_2
Contractual obligations and deferred income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contractual obligations and deferred income | |
Schedule of contractual obligations and deferred income | December 31, 2021 December 31, 2020 Refund liability (i) 37,122 42,005 Sales of 'employees' payroll 783 2,348 Deferred income in leaseback agreement (ii) 5,678 6,665 Other contractual obligations 2,582 2,689 46,165 53,707 Current 46,037 47,169 Non-current 128 6,538 46,165 53,707 (i) Refers to the customer’s right to return products, as mentioned in Note 11 (ii) In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500 . This transaction included deferred income of R$ 9,104 , which has been appropriated according to the lease term of the property ( 120 months). |
Accounts payable for business_2
Accounts payable for business combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts payable for business combination | |
Schedule of accounts payable for business combination | December 31, 2021 December 31, 2020 Pluri 3,251 12,817 Mind Makers 7,044 15,000 Livro Fácil 14,055 15,907 Meritt 3,347 4,331 SEL 26,935 - Redação Nota 1000 7,230 - EMME 12,780 - Editora De Gouges 457,671 532,313 48,055 Current 20,502 17,132 Non-current 511,811 30,923 532,313 48,055 |
Schedule of changes in accounts payable for business combination | December 31, 2021 December 31, 2020 Opening balance 48,055 10,941 Additions 703,257 58,857 Payment (224,448 ) (26,389 ) Interest payment (1,571 ) - Interest adjustment 8,158 1,568 Remeasurement (1,138 ) 3,078 Closing balance 532,313 48,055 |
Schedule of maturities of accounts payable for business combination | December 31, 2021 December 31, 2020 Maturity of installments Total % Total % 2022 20,502 3.9 % 17,132 35.7 % 2023 35,685 6.7 % 13,811 28.7 % 2024 166,730 31.3 % 17,112 35.6 % 2025 153,264 28.8 % - - 2026 156,132 29.3 % - - 532,313 100.0 % 48,055 100.0 % |
Salaries and Social Contribut_2
Salaries and Social Contribution (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Salaries and Social Contribution | |
Schedule of salaries and social contribution | December 31, 2021 December 31, 2020 Salaries payable 22,348 15,891 Social contribution payable (i) 23,926 30,511 Provision for vacation pay and 13th salary 10,616 15,920 Provision for profit sharing (ii) 5,923 5,880 Others 16 921 62,829 69,123 (i) Refers to the effect of social contribution over restricted share units' compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on a monthly basis according to the Company’s share price. (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management |
Related parties (Tables)
Related parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related parties | |
Schedule of balances with related parties | December 31, 2021 Other receivables (i) Trade receivables (Note 10 and 20c) Indemnification asset (note 20b) Other payments (ii) Suppliers (note 15) Bonds (note 14) Acel Adminstração de Cursos Educacionais Ltda - 6,482 - - 474 - Anhanguera Educacional Participacoes SA. - 413 - - - - Centro Educacional Leonardo Da Vinci SS - - - - 6 - Cogna Educação S.A. - - 160,470 3,021 - 315,764 Colégio Ambiental Ltda - 805 - - - - Colégio JAO Ltda. - 4,974 - - 33 - Colegio Manauara Lato Sensu Ltda. - 3,291 - - 458 - Colegio Manauara Cidade Nova Ltda. 395 - Colegio Visao Eireli - 132 - - 13 - Colégio Cidade Ltda - 397 - - 15 - COLEGIO DO SALVADOR LTDA 1 - Curso e Colégio Coqueiro Ltda - 434 - - 20 - ECSA Escola A Chave do Saber Ltda - 1,444 - - 16 - Editora Atica S.A. - 2,207 - 20,040 9,239 - Editora E Distribuidora Educacional S.A. - 436 - 15,754 88 - Editora Scipione S.A. - 445 - 211 556 - Educação Inovação e Tecnologia S.A. - - - 128 - - Escola Mater Christi Ltda. - 765 - - 139 - Escola Riacho Doce Ltda - - - - 24 - Maxiprint Editora Ltda. - 1,205 - 117 76 - Nucleo Brasileiro de Estudos Avançados Ltda - 420 - - 45 - Papelaria Brasiliana Ltda - 644 - - - - Pitagoras Sistema De Educacao Superior Ltda. - 76 - - - - Saber Serviços Educacionais S.A. 14 7,269 - - 578 - Saraiva Educacao S.A. 365 1,179 - - 5,136 - SGE Comercio De Material Didatico Ltda. - - - - 1,687 - Sistema P H De Ensino Ltda. - 4,421 - - 177 - Sociedade Educacional Alphaville Ltda - 1,257 - - 1 - Sociedade Educacional Doze De Outubro Ltda. - 734 - - 47 - Sociedade Educacional Parana Ltda. - 91 - - 11 - Somos Idiomas SA 122 - - - - - Somos Operações Escolares S.A. - 3,305 - - 29 - SSE Serviços Educacionais Ltda. - 3,602 - - 665 - 501 46,824 160,470 39,271 19,533 315,764 (i) Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the Company to Group (ii) Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses shared with Group. December 31, 2020 Other receivables (i) Trade receivables (Note 9) Indemnification asset (note 20b) Other payments (ii) Loans (iii) Suppliers (note 14) Bonds (note 13) Acel Adminstração de Cursos Educacionais Ltda - 2,899 - - - 36 - Anhanguera Educacional Participacoes SA. - 413 - - - - - Centro Educacional Leonardo Da Vinci SS - 63 - - - - - Cogna Educação S.A. - - 153,714 1,354 20,884 - 691,451 Colégio Ambiental Ltda - 315 - - - - Colégio JAO Ltda. - 772 - - - - - Colegio Manauara Lato Sensu Ltda. - 2,838 - - - 173 - Colégio Motivo Ltda. - 1,250 - - - 249 - Colegio Visao Eireli - 115 - - - - - Conlégio Cidade Ltda - 155 - - - - Curso e Colégio Coqueiro Ltda - 188 - - - - ECSA Escola A Chave do Saber Ltda - 435 - - - - Editora Atica S.A. - 1,193 - 72,158 - 7,392 - Editora E Distribuidora Educacional S.A. - 528 - 9,547 - 89 - Editora Scipione S.A. - 414 - 13,408 - 1,386 - Educação Inovação e Tecnologia S.A. - - - 229 - 0 - EDUFOR Serviços Educacionais Ltda - 10 - - - - Escola Mater Christi Ltda. - 216 - - - 104 - Escola Riacho Doce Ltda - 253 - - - - Maxiprint Editora Ltda. 13 367 - - - 26 - Nucleo Brasileiro de Estudos Avançados Ltda - 391 - - - - Papelaria Brasiliana Ltda - 1,478 - - - - Pitagoras Sistema De Educacao Superior Ltda. - 127 - - - - - Saber Serviços Educacionais S.A. 1,686 3,710 - - - 2,658 100,892 Saraiva Educacao S.A. - 804 - 36,454 - 8,010 - SGE Comercio De Material Didatico Ltda. - 6 - 41 - 661 - Sistema P H De Ensino Ltda. - 2,348 - 2,116 - 163 - Sociedade Educacional Alphaville Ltda - 190 - - - - Sociedade Educacional Doze De Outubro Ltda. - 231 - - - 36 - Sociedade Educacional NEODNA Cuiaba Ltda - 101 - - - - Somos Idiomas SA 79 - - - - - - Somos Operações Escolares S.A. 292 980 - - - - - 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 (“Saber”), a 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 and . See item a, below. (iii) Until December 31, 2020 the Company held a loan agreement with S,A, in the amount of R$ 20,884 that was paid on January 21, 2021. |
Schedule of transactions with related parties | Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Transactions: Revenues Finance costs (i) Cost Sharing (note 20d) Sublease (note 20f) Revenues Finance costs Cost Sharing (note 20d) Sublease (note 20f) Revenues Finance costs Acel Administracao De Cursos Educacionais Ltda. 2,790 - - - 1,230 - - - - - Centro Educacional Leonardo Da Vinci SS 41 - - - 1,319 - - - 511 - Cogna Educação S.A. - 25,859 - - - 48,432 - - - 86,839 Colégio Ambiental Ltda 496 - - - - - - - - - Colégio Cidade Ltda 146 - - - - - - - - - Colegio JAO Ltda. 1,582 - - - 387 - - - 311 - Colégio Manauara Lato Sensu Ltda. 1,903 - - - 3,139 - - - - - Colegio Manauara Cidade Nova Ltda. 275 - - - - - - - - - Colégio Motivo Ltda. 35 - - 1,308 - - - - - Colégio Visão Ltda 287 - - - - - - - - - Cursos e Colégio Coqueiros Ltda 268 - - - - - - - - - Ecsa Escola A Chave Do Saber Ltda. 593 - - - 657 - - - - - Editora Atica S.A. 5,374 - 6,130 13,153 7,287 229 11,989 15,364 - - Editora E Distribuidora Educacional SA. - - 31,384 - 1,841 - 36,144 1,489 469 - Editora Scipione SA. 1,341 - - - 1,551 - - - - - Escola Mater Christi 311 - - - 246 - - - - - Escola Riacho Doce Ltda 77 - - - - - - - - - Maxiprint Editora Ltda. 1,107 - - - 612 - - - - - Nucleo Brasileiro de Estudos Avancados Ltda 276 - - - 423 - - - - - Papelaria Brasiliana Ltda 249 - - - 1,287 - - - - - Saber Serviços Educacionais S.A. 900 - - - 1,254 6,740 - 729 4,642 5,744 Saraiva Educacao SA. 2,405 - - 2,528 3,364 - - 3,739 - - Sistema P H De Ensino Ltda. 4,417 - - - 5,776 - - - 1,909 - Sociedade Educacional Alphaville SA 414 - - - 317 - - - - - Sociedade Educacional Doze De Outubro Ltda 360 - - - 295 - - - 1,770 - Sociedade Educacional Neodna Cuiaba Ltda. 224 - - - 367 - - - 1,307 - Sociedade Educacional Parana Ltda. - - - - 795 - - - - - SOE Operações Escolares SA. 1,086 - - - - - - - - - Somos Educação S.A. - - - - - 278 - - - - Somos Idiomas Ltda - - - 258 - - - - - - Somos Operações Escolares SA. 243 - - - - - - - 1,647 - SSE Serviços Educacionais Ltda. 1,463 - - - - - - - - - Sociedade Educacional NEODNA Cuiaba Ltda - EPP - - - - 367 - - - - - Others - - - - - - - 362 134 - 28,663 25,859 37,514 15,939 33,822 55,679 48,133 21,683 12,700 92,583 (i) Refers to debentures interest; see Note 14 |
Schedule of commercial lease and sublease agreements with related parties | Lessee Entity Counterparty to lease agreement (Lessor) Monthly payments Maturity Rate State of the property in use Somos Sistemas de Ensino S,A, Editora Scipione S,A, R$35 60 months from the agreement date Inflation index Pernambuco (Recife) Somos Sistemas de Ensino S,A, Editora Ática S,A, R$30 60 months from the agreement date Inflation index Bahia (Salvador) Entity (Sublessor) Counterparty to the sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S,A (“EDE”) Somos Sistemas de Ensino S,A, R$ 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) |
Schedule of key management personnel compensation expenses | December 31, 2021 December 31, 2020 December 31, 2019 Short-term employee benefits 4,685 6,982 11,430 Share-based compensation plan 8,305 33,594 1,372 12,990 40,576 12,802 |
Provision for tax, civil and _2
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | |
Schedule of contingent liabilities | December 31, 2021 December 31, 2020 Proceedings whose likelihood of loss is probable Tax proceedings (i) 607,084 575,724 Labor proceedings (ii) 38,159 6,591 Civil proceedings 376 - 645,619 582,315 Liabilities assumed in Business Combination Labor proceedings (ii) - 31,305 Civil proceedings 1,231 313 1,231 31,618 Total of provision for tax, civil and labor losses 646,850 613,933 (i) Primarily refers to income tax positions taken by Somos (Vasta Predecessor) and the Company (Successor) in connection with a corporate restructuring held by the predecessor in 2010 2018 2018 (ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary difference, night shift premium, overtime and social charges, among others. There are no individual labor demands with material amounts that require specific disclosure, |
Schedule of changes in provision for contingent liabilities | December 31, 2020 Additions through business combination Additions Reversals Interest Total effect on the result Payments December 31, 2021 Tax proceedings 575,724 - 16 (262 ) 31,623 31,377 (17 ) 607,084 Labor proceedings 37,896 - 3,468 (5,294 ) 2,636 810 (547 ) 38,159 Civil proceedings 313 1,231 110 (24 ) 41 127 (64 ) 1,607 Total 613,933 1,231 3,594 (5,580 ) 34,300 32,314 (628 ) 646,850 Reconciliation with profit or loss for the period Finance costs - - (34,300) General and administrative expenses (3,594) 5,580 - Total (3,594) 5,580 (34,300) 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 17,941 - 575,724 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 12,642 (7,716 ) 613,933 Reconciliation with profit or loss for the period Finance expense - - (13,297 ) General and administrative expenses (13,174 ) 13,829 - Total (13,174 ) 13,829 (13,297 ) |
Schedule of judicial deposits and escrow accounts | December 31, 2021 December 31, 2020 Tax proceedings 2,300 2,004 Indemnification asset -Former owner 1,998 2,003 Indemnification asset – Related Parties (i) 160,470 153,714 Escrow-account (ii) 14,055 15,027 178,824 172,748 (i) Refers to an indemnification asset of the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 160,470 153,714 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_2
Current and Deferred Income Tax and Social Contribution (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Current and Deferred Income Tax and Social Contribution | |
Schedule of reconciliation of income tax and social contribution expense | As of December 31, 2021 As of December 31, 2020 As of December 31, 2019 Loss before income tax and social contribution for the year (155,843) (71,053) (90,315) Nominal statutory rate of income tax and social contribution 34% 34% 34% IRPJ and CSLL calculated at the nominal rates 52,987 24,158 30,707 Permanent Additions (7,265) 1,246 (1,100) Additional IRPJ 24 - - Impairment write-off on Tax loss carryforward (8,657) - - Total IRPJ and CSLL 37,089 25,404 29,607 Current IRPJ and CSLL in the result (11,297) 7,874 (22,113) Deferred IRPJ and CSLL in the result 48,386 17,530 51,720 37,089 25,404 29,607 Effective tax rate of Income and social contribution tax expenses 24% 36% 33% |
Schedule of changes in deferred income tax and social contribution assets and liabilities | As of December 31, 2020 Effect on profit (loss) Deferred tax on business combination As of December 31, 2021 Income tax/social contribution: Income tax and social contribution losses carryforwards 182,257 125,062 - 307,319 Temporary Differences: Impairment losses on trade receivables 9,543 3,467 - 13,010 Provision for obsolete inventories 3,263 (4,525) - (1,262) Imputed interest on suppliers (744) (1,413) - (2,157) Provision for risks of tax, civil and labor losses 19,138 887 - 20,025 Refund liabilities and right to returned goods 10,903 (1,433) - 9,470 Lease Liabilities 4,764 1,896 - 6,660 Fair value adjustments on business combination and goodwill amortization (i) (150,598) (90,588) (7,442) (248,628) Other temporary difference 10,020 15,033 915 25,968 Deferred Assets, net 88,546 48,386 (6,527) 130,405 (i) Goodwill and fair value adjustments on business combination comprise three As of December 31, 2018 First adoption of IFRS 16 Effect on profit (loss) Effect on Parent´s Net Investment As of December 31, 2019 Effect on profit (loss) Effect on Parent´s Equity (i) As of December 31, 2020 Income tax/social contribution: Income tax and social contribution losses carryforwards (iii) 110,499 - 6,573 (85,719 ) 31,353 137,228 13,676 182,257 Temporary Differences: Impairment losses on trade receivables 6,532 - 1,129 (931 ) 6,730 2,813 - 9,543 Provision for obsolete inventories 24,619 - (19,289 ) 2,423 7,753 (4,490 ) - 3,263 Imputed interest on suppliers (10,366 ) - 8,477 (1,414 ) (3,303 ) 2,559 - (744 ) Provision for risks of tax, civil and labor losses 5,867 - 15,497 (1,175 ) 20,189 (1,051 ) - 19,138 Refund liabilities and right to returned goods 17,967 - (6,170 ) 3,201 14,998 (4,095 ) - 10,903 Lease Liabilities - 1,508 1,308 778 3,594 1,170 - 4,764 Fair value adjustments on business combination and goodwill amortization (ii) (77,892 ) - 46,574 832 (30,486 ) (120,112 ) - (150,598 ) Other temporary difference 10,745 - (2,379 ) (1,854 ) 6,512 3,508 - 10,020 Deferred Assets, net 87,971 1,508 51,720 (83,859 ) 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, 2021 | |
Shareholder's Equity | |
Schedule of changes in number of shares in share capital | Class A Class B Shares (units) Shares (units) Total December 31, 2020 18,575,492 64,436,093 83,011,585 Remuneration Bonus IPO (i) 298,268 - 298,268 ILP exercised (ii) 45,434 - 45,434 Premium recognized (iii) 38,564 - 38,564 December 31, 2021 18,957,758 64,436,093 83,393,851 See below the Company’s description of each restricted share unit plan vested and its corresponding changes disclosed in the Consolidated Statement of Changes in Equity, specifically in the “Share based compensation reserve (vested)”: (i) The Company issued 298,268 class A share units as part of Bonus IPO remuneration, which were granted to eligible executives and employees. These share units represented R$ 29,124 (net of withholding taxes) previously provisioned in Share Based Compensation Reserves (granted) and transferred to Share Based Compensation Reserves (vested) – exercised in the Consolidated Statement of Changes in Shareholders’ Equity. The Bonus IPO was conditioned to a 1-year lockup period expir ed in July 2021. The corresponding labor charges in 2021 amounted to R$ 21,456 . (ii) As result of the carve-out process, as described in Note 1 . 2 executives and employees (eligible) were transferred to the Company. Those eligible executives and employees were part of the Plan and their plans were migrated to the ILP Plan, as described in Note 23 c. In as much as those eligible parties exercise their plan, the Company delivers a fixed quantity of share units to them. The amount provisioned previously in Share based Compensation Reserves (granted) in the Consolidated Statement of Changes in Shareholders’ Equity on December 31, 2021 is R$ 58 and was transferred to Share based compensation reserves (vested) – exercised. The corresponding labor charges in 2021 amounted to R$ 70 . (iii) The Company remunerated part of its executives based on restricted share units. The amount provisioned and paid in 2021 was R$ 1,861 (net of withholding taxes), see Share Based Compensation Reserves (granted) and subsequently vested to Share based compensation reserves (vested). Labor charges in 2021 to R$ 1,538 . |
Schedule of Company’s shareholders | In units Company Shareholders Class A Class B Total Cogna Group - 64,436,093 64,436,093 Free Float 17,957,758 - 17,957,758 Treasury shares (Note 23d) 1,000,000 - 1,000,000 Total (%) 22,73 % 77,27 % 83,393,851 |
Schedule of earning per share | December 31, 2021 December 31, 2020 December 31, 2019 Loss Attributable to Shareholder´s (118,754 ) (45,649 ) (60,708 ) Weighted average number of ordinary shares outstanding (thousands) (i) 82,254 83,012 83,012 Effects of dilution of ordinary potential shares- weighted averaged (thousands) Share based- compensation ("Long term Plan") (ii) 829 903 - Share based - compensation ("Bonus IPO") (ii) - 411 - Share based plan Migrated from Cogna to Vasta (iii) 22 30 - Total dilution effect 851 1,344 - Basic earning (loss) per share - R$ (1.44 ) (0.55 ) (0.73 ) Diluted earning (loss) per share - R$ (1.44 ) (0.55 ) (0.73 ) (i) The Company has not changed its number of voting rights since the IPO on July 31, 2020. (ii) Refers to the share-based payments plans (“ILP”) and Bonus IPO. (iii) Refers to the Cogna Plan migrated to the Vasta Plan as a result of the restructuring in 2020 |
Net Revenue from sales and Se_2
Net Revenue from sales and Services (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net Revenue from sales and Services | |
Schedule of revenue by categories | December 31, 2021 December 31, 2020 December 31, 2019 Learning Systems Gross revenue 568,522 608,200 542,070 Deductions from gross revenue Taxes (219 ) (40 ) (79 ) Discounts (14,302 ) (8,603 ) (37,989 ) Returns (41,919 ) (17,553 ) (9,350 ) Net revenue 512,083 582,003 494,652 Textbooks Gross revenue 212,708 308,298 339,535 Deductions from gross revenue Taxes (1,608 ) (250 ) (2,251 ) Discounts - - - Returns (41,330 ) (72,488 ) (58,757 ) Net revenue 169,770 235,560 278,527 Complementary Education Services Gross revenue 148,817 63,491 33,106 Deductions from gross revenue Taxes (961 ) (17 ) (37 ) Discounts - (6 ) (1 ) Returns (10,459) ) (2,880 ) (1,880 ) Net revenue 137,397 60,588 31,188 Other services Gross revenue 34,498 34,118 83,094 Deductions from gross revenue Taxes (3,034 ) (3,864 ) (3,686 ) Discounts - - (911 ) Returns - - (605 ) Net revenue 31,463 30,254 77,892 Total Content & EdTech Gross revenue 964,545 1,014,107 997,805 Deductions from gross revenue Taxes (5,822 ) (4,171 ) (6,053 ) Discounts (14,302 ) (8,609 ) (38,901 ) Returns (93,708 ) (92,921 ) (70,592 ) Net revenue 850,713 908,406 882,259 E-commerce Gross revenue 100,084 97,632 112,352 Deductions from gross revenue Taxes (2,473 ) (2,261 ) (3,239 ) Discounts - - - Returns (2,595 ) (6,149 ) (1,689 ) Net revenue 95,016 89,222 107,424 Other digital services Gross revenue 1,850 - - Deductions from gross revenue Taxes (160 ) - - Discounts - - - Returns - - - Net revenue 1,690 - - Total Digital Services Gross revenue 101,934 97,632 112,352 Deductions from gross revenue Taxes (2,633 ) (2,261 ) (3,239 ) Discounts - - - Returns (2,595 ) (6,149 ) (1,689 ) Net revenue 96,706 89,222 107,424 Total Gross revenue 1,066,479 1,111,739 1,110,157 Deductions from gross revenue Taxes (8,456 ) (6,431 ) (9,292 ) Discounts (14,302 ) (8,609 ) (38,901 ) Returns (96,303 ) (99,071 ) (72,281 ) Net revenue 947,419 997,628 989,683 Sales 914,266 967,374 971,250 Service 33,153 30,254 18,433 Net revenue 947,419 997,628 989,683 |
Costs and Expenses by Nature (T
Costs and Expenses by Nature (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Costs and Expenses by Nature | |
Schedule of costs and expenses by nature | December 31, 2021 December 31, 2020 December 31, 2019 Salaries and payroll charges (274,581 ) (279,523 ) (200,621 ) Raw materials and productions costs (185,862 ) (216,791 ) (238,635 ) Editorial costs (71,705 ) (52,794 ) (61,281 ) Depreciation and amortization (211,156 ) (174,088 ) (164,932 ) Copyright (58,885 ) (59,597 ) (61,975 ) Advertising and publicity (77,655 ) (88,965 ) (60,416 ) Utilities, cleaning and security (25,505 ) (19,499 ) (11,869 ) Rent and condominium fees (17,775 ) (14,278 ) (20,375 ) Third-party services (25,758 ) (23,904 ) (26,406 ) Travel (8,747 ) (8,760 ) (12,471 ) Consulting and advisory services (23,395 ) (25,269 ) (16,028 ) Impairment losses on trade receivables (32,726 ) (25,015 ) (4,297 ) Material (3,523 ) (3,708 ) (1,087 ) Taxes and contributions (2,808 ) (2,066 ) (3,278 ) Reversal for tax, civil and labor risks 1,986 2,092 3,325 Provision for obsolete inventories (22,117 ) (4,057 ) (6,831 ) Income from lease and sublease agreements with related parties 15,939 21,683 - Other income, net 5,554 4,283 (20,052 ) (1,018,719 ) (970,256 ) (907,229 ) Cost of sales and services (396,829 ) (378,003 ) (447,049 ) Commercial expenses (164,439 ) (165,169 ) (184,592 ) General and administrative expenses (430,279 ) (406,352 ) (276,427 ) Impairment loss on accounts receivable (32,726 ) (25,015 ) (4,297 ) Other operating income, net 5,554 4,283 5,136 (1,018,719 ) (970,256 ) (907,229 ) |
Finance result (Tables)
Finance result (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Finance result | |
Schedule of finance result (net) | December 31, 2021 December 31, 2020 December 31, 2019 Finance income Income from financial investments and marketable securities (i) 26,719 16,907 1,703 Other finance income 8,921 4,077 3,713 35,640 20,984 5,416 Finance costs Interest on bonds and financing (43,549) (52,935) (92,583) Imputed interest on suppliers (14,767) (13,854) (24,612) Interest on Loans from related parties (157) (3,344) - Bank and collection fees (6,587) (17,771) (847) Interest on provision for tax, civil and labor risks (34,300) (13,297) (41,428) Interest on Lease Liabilities (14,984) (15,077) (16,312) Other finance costs (5,839) (3,131) (2,403) (120,183) (119,409) (178,185) Financial Result (net) (84,543) (98,425) (172,769) (i) Refers to income from marketable securities indexed at CDI. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting | |
Schedule of business' revenue, its reconciliation to "profit (loss) before finance result and tax", assets and liabilities by reportable segment | December 31, 2021 Content & EdTech Platform Digital Services Total Net revenue from sales and services 850,713 96,706 947,419 Cost of goods sold and services (327,651 ) (69,178 ) (396,829 ) Operating income (expenses) General and administrative expenses (413,746) (16,533 ) (430,279 ) Commercial expenses (147,664 ) (16,775 ) (164,439 ) Other operating income 5,469 85 5,554 Impairment losses on trade receivables (32,344 ) (382 ) (32,726 ) Loss before finance result and taxes (65,223 ) (6,077 ) (71,300 ) Assets 7,207,084 126,323 7,333,407 Current and non-current liabilities 2,605,351 62,847 2,668,198 December 31, 2020 Content & EdTech Platform Digital Services Total Net revenue from sales and services 908,406 89,222 997,628 Cost of goods sold and services (301,882 ) (76,121 ) (378,003 ) Operating income (expenses) General and administrative expenses (387,023 ) (19,329 ) (406,352 ) Commercial expenses (152,659 ) (12,510 ) (165,169 ) Other operating income 4,283 - 4,283 Impairment losses on trade receivables (25,015 ) - (25,015 ) Profit (Loss) before finance result and taxes 46,110 (18,738 ) 27,372 Assets 6,848,198 130,072 6,978,270 Current and non-current liabilities 2,141,107 51,847 2,192,953 December 31, 2019 Content & EdTech Platform Digital Services 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 income, net 5,136 - 5,136 Impairment losses on trade receivables (4,297 ) - (4,297 ) Profit before finance result 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 |
Subsequent events (Tables)
Subsequent events (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of non-adjusting events after reporting period [line items] | |
Schedule of assets and liabilities acquired for business combination | Phidelis and MVP Current assets Cash and cash equivalents 379 Trade receivables 196 Taxes recoverable 6 Total current assets 581 Non-current assets Property and equipment 72 Total non-current assets 72 Total Assets 653 Current liabilities Salaries and social contributions 20 Taxes payable 50 Income tax and social contribution payable 80 Other liabilities 14 Total current liabilities 164 Total liabilities 164 Net assets 489 Acquisition Price 16,407 Goodwill 15,918 |
The Company and Basis of Pres_3
The Company and Basis of Presentation (Details) R$ / shares in Units, R$ in Thousands, $ in Thousands | Jul. 31, 2020BRL (R$)R$ / sharesshares | Jul. 31, 2020USD ($)shares | Jul. 23, 2020BRL (R$) | Jul. 23, 2020BRL (R$) | Oct. 11, 2018BRL (R$) | Dec. 31, 2021BRL (R$)Itemshares | Dec. 31, 2020BRL (R$)shares | Dec. 31, 2019BRL (R$) | Jun. 22, 2021shares |
The Company and Basis of Presentation | |||||||||
Number of Reportable Segments | Item | 2 | ||||||||
Business Combination, purchase price amount allocated to K-12 Business | R$ 703257 | R$ 58857 | |||||||
Proportion of ownership interest in subsidiary | 100.00% | 100.00% | |||||||
Capital contribution | R$ 2426 | ||||||||
Issuance of common shares in initial public offering | R$ 1836317 | ||||||||
Number of shares issued | shares | 83,393,851 | 83,011,585 | 83,393,851 | ||||||
Share issuance costs, net of taxes | R$ 141173 | ||||||||
Bonds [member] | |||||||||
The Company and Basis of Presentation | |||||||||
Proceeds from borrowings | R$ 500000 | ||||||||
Number of debt instruments | Item | 500,000 | ||||||||
Class A common shares | |||||||||
The Company and Basis of Presentation | |||||||||
Share issue price per share | R$ / shares | R$ 19 | ||||||||
Issuance of common shares in initial public offering | R$ 1836317 | $ 333,522 | |||||||
Number of shares issued | shares | 18,575,492 | 18,575,492 | 18,957,758 | 18,575,492 | |||||
Share issuance costs, net of taxes | R$ 141173 | ||||||||
Somos Sistemas de Ensino S.A ("Somos Sistemas") | |||||||||
The Company and Basis of Presentation | |||||||||
Proportion of ownership interest in subsidiary | 100.00% | 100.00% | |||||||
Cogna Group | |||||||||
The Company and Basis of Presentation | |||||||||
Capital contribution | R$ 2426 | R$ 2426 | |||||||
Number of shares issued | shares | 64,436,093 | ||||||||
Cogna Group | Class A common shares | |||||||||
The Company and Basis of Presentation | |||||||||
Number of shares issued | shares | |||||||||
Cogna Group | Somos Sistemas de Ensino S.A ("Somos Sistemas") | |||||||||
The Company and Basis of Presentation | |||||||||
Proportion of ownership interest in subsidiary | 100.00% | ||||||||
Cogna Group | Somos Group | |||||||||
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 | ||||||||
Cogna Group | Somos Group | Somos Sistemas de Ensino S.A ("Somos Sistemas") | |||||||||
The Company and Basis of Presentation | |||||||||
Proportion of ownership interest in subsidiary | 100.00% |
The Company and Basis of Pres_4
The Company and Basis of Presentation (Details 1) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Somos Sistemas de Ensino S.A ("Somos Sistemas") | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Livraria Livro Fácil Ltda. ("Livro Fácil") | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
A & R Comercio e Servicos de Informatica Ltda. [Member] | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Mind Makers Editora Educacional (“Mind Makers”) | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Colégio Anglo São Paulo | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Meritt Informação Educacional Ltda (“Meritt”) | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Sociedade Educacional da Lagoa Ltda (“SEL”) | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | |
Nota 1000 Serviços Educacionais Ltda ("Redação Nota 1000") | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | |
EMME – Produções de Materiais em Multimídia Ltda (“EMME”) | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | |
Editora De Gouges S.A ("De Gouges") | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% |
Basis of preparation and pres_3
Basis of preparation and presentation of Consolidated Financial Statements (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Somos Sistemas de Ensino S.A ("Somos Sistemas") | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Livraria Livro Fácil Ltda. ("Livro Fácil") | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
A & R Comercio e Servicos de Informatica Ltda. [Member] | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Mind Makers Editora Educacional (“Mind Makers”) | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Colégio Anglo São Paulo | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Meritt Informação Educacional Ltda (“Meritt”) | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | 100.00% |
Sociedade Educacional da Lagoa Ltda (“SEL”) | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | |
Nota 1000 Serviços Educacionais Ltda ("Redação Nota 1000") | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | |
EMME – Produções de Materiais em Multimídia Ltda (“EMME”) | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% | |
Editora De Gouges S.A ("De Gouges") | ||
The Company and Basis of Presentation | ||
Interest % | 100.00% |
Use of estimates and judgemen_2
Use of estimates and judgements (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Use of estimates and judgements | |
Sales return term from delivery date | 4 months |
Vesting period for restricted share plan | 5 years |
Significant accounting polici_4
Significant accounting policies and new and not yet effective accounting standards (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Property, buildings and leasehold improvements [member] | Minimum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 5 years |
Property, buildings and leasehold improvements [member] | Maximum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 20 years |
IT equipment [member] | Minimum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 3 years |
IT equipment [member] | Maximum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 10 years |
Furniture, equipment and fittings [member] | Minimum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 3 years |
Furniture, equipment and fittings [member] | Maximum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 10 years |
Right of use assets [member] | Minimum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 3 years |
Right of use assets [member] | Maximum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 15 years |
Significant accounting polici_5
Significant accounting policies and new and not yet effective accounting standards (Details 2) | 12 Months Ended |
Dec. 31, 2021 | |
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 [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 5 years |
Trademarks [member] | Minimum [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 20 years |
Trademarks [member] | Maximum [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 30 years |
Customer portfolio [member] | Minimum [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 12 years |
Customer portfolio [member] | Maximum [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 13 years |
Platform content [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 3 years |
Copyrights [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 3 years |
Significant accounting polici_6
Significant accounting policies and new and not yet effective accounting standards (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of classes of share capital [line items] | ||
Share capital | R$ 4820815 | R$ 4820815 |
Share capital (in shares) | 83,348,717 | |
Capital Reserve | R$ 61488 | R$ 38962 |
Maximum maturity period of cash and cash equivalents | 3 months | |
Period of lease term of short-term leases | 12 months | |
Acquisition of shares upon repurchase program | R$ 23880 | |
Minimum Period of contract for sale of textbooks and learning systems (in years) | 3 years | |
Maximum Period of contract for sale of textbooks and learning systems (in years) | 5 years | |
Sales return term from delivery date | 4 months | |
Tax effect of revenues exempt from taxation | R$ 0 | |
Nominal statutory rate on service revenues (as a percent) | 9.25% | |
Municipal service tax, statutory rate (as a percent) | 5.00% | |
Treasury shares [member] | ||
Disclosure of classes of share capital [line items] | ||
Acquisition of shares upon repurchase program | R$ 23880 | |
Number of shres acquired upon repurchase program | 1,000,000 | |
Cogna Group | ||
Disclosure of classes of share capital [line items] | ||
Share capital | R$ 4820815 | |
Class B common shares | Cogna Group | ||
Disclosure of classes of share capital [line items] | ||
Share capital (in shares) | 64,436,093 | |
Class A common shares | ||
Disclosure of classes of share capital [line items] | ||
Share capital (in shares) | 18,912,624 | |
Class A common shares | Treasury shares [member] | ||
Disclosure of classes of share capital [line items] | ||
Acquisition of shares upon repurchase program | R$ 23880 | |
Number of shres acquired upon repurchase program | 1,000,000 |
Business Combinations - Textual
Business Combinations - Textual (Details 2) - BRL (R$) R$ in Thousands | Oct. 29, 2021 | Aug. 01, 2021 | May 27, 2021 | Mar. 02, 2021 | Feb. 13, 2021 | Nov. 20, 2020 | Jan. 07, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 14, 2022 |
Business Combinations | |||||||||||
Consideration transferred, acquisition-date fair value | R$ 703257 | R$ 58857 | |||||||||
Contingent consideration | R$ 20700 | ||||||||||
Discounts on sale price | 14,302 | 8,609 | R$ 38901 | ||||||||
A & R Comercio e Servicos de Informatica Ltda. [Member] | |||||||||||
Business Combinations | |||||||||||
Business Combination, Purchase Price, Amount | R$ 27706 | ||||||||||
Business Combination, Increase (decrease) in purchase price due to achievements during life of earn-out period | 1,706 | ||||||||||
Consideration paid in cash | 15,359 | ||||||||||
Consideration transferred, acquisition-date fair value | 27,706 | ||||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 12347 | ||||||||||
Period for remaining consideration to be transferred | 4 years | ||||||||||
Interest rate basis | 100</span>% of the CDI" id="sjs-H14"><span style="border-left: none; border-right: none;">100</span>% of the CDI | ||||||||||
Mind Makers Editora Educacional (“Mind Makers”) | |||||||||||
Business Combinations | |||||||||||
Business Combination, Purchase Price, Amount | R$ 23621 | ||||||||||
Business Combination, Increase (decrease) in purchase price due to achievements during life of earn-out period | 5,421 | ||||||||||
Consideration paid in cash | R$ 10000 | ||||||||||
Consideration transferred, acquisition-date fair value | 23,621 | ||||||||||
Meritt Informação Educacional Ltda (“Meritt”) | |||||||||||
Business Combinations | |||||||||||
Business Combination, Purchase Price, Amount | R$ 7530 | ||||||||||
Business Combination, Increase (decrease) in purchase price due to achievements during life of earn-out period | 4,030 | ||||||||||
Consideration paid in cash | 3,200 | ||||||||||
Consideration transferred, acquisition-date fair value | R$ 7530 | ||||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 4330 | ||||||||||
Period for remaining consideration to be transferred | 5 years | ||||||||||
Interest rate basis | 100</span>% of the CDI" id="sjs-G29"><span style="border-left: none; border-right: none;">100</span>% of the CDI | ||||||||||
SEL | |||||||||||
Business Combinations | |||||||||||
Consideration paid in cash | R$ 38124 | ||||||||||
Consideration transferred, acquisition-date fair value | 65,000 | 65,000 | |||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 26876 | ||||||||||
Period for remaining consideration to be transferred | 4 years | ||||||||||
Interest rate basis | 100% of CDI | ||||||||||
SEL | 2023 and 2024 | |||||||||||
Business Combinations | |||||||||||
Minimum Amount Of Contract Revenue Required | R$ 39400 | ||||||||||
Redação Nota 1000 | |||||||||||
Business Combinations | |||||||||||
Consideration paid in cash | R$ 4093 | ||||||||||
Consideration transferred, acquisition-date fair value | 11,387 | 11,387 | |||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 7294 | ||||||||||
Interest rate basis | 100</span>% of CDI index" id="sjs-D45"><span style="display: inline;">100</span>% of CDI index | ||||||||||
Consideration payments final due date | Dec. 24, 2026 | ||||||||||
Contingent consideration | R$ 2650 | ||||||||||
EMME | |||||||||||
Business Combinations | |||||||||||
Consideration paid in cash | R$ 3063 | ||||||||||
Consideration transferred, acquisition-date fair value | 15,317 | 15,317 | |||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 12253 | ||||||||||
Interest rate basis | “IPCA” – Extended National Consumer Price Index | ||||||||||
Consideration payments final due date | Aug. 16, 2026 | ||||||||||
De Gouges | |||||||||||
Business Combinations | |||||||||||
Consideration paid in cash | R$ 160000 | ||||||||||
Consideration transferred, acquisition-date fair value | 611,554 | R$ 611554 | |||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 451554 | ||||||||||
Interest rate basis | 100</span>% of CDI index" id="sjs-B60"><span style="display: inline;">100</span>% of CDI index | ||||||||||
Consideration payments final due date | Oct. 29, 2026 | ||||||||||
De Gouges | Somos Sistemas de Ensino S.A ("Somos Sistemas") | |||||||||||
Business Combinations | |||||||||||
Discounts on sale price | R$ 62234 | ||||||||||
Maximum period for discounts on sale price | 5 years | ||||||||||
De Gouges | 2023 and 2024 | |||||||||||
Business Combinations | |||||||||||
Limited amount of discounts on sale price | R$ 16600 |
Business Combinations (Details
Business Combinations (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Oct. 29, 2021 | Aug. 01, 2021 | May 27, 2021 | Mar. 02, 2021 | Dec. 31, 2020 | |||
Current assets | |||||||||
Cash and cash equivalents | R$ 19062 | R$ 3242 | |||||||
Trade receivables | 20,598 | [1] | 4,990 | ||||||
Inventories | 4,534 | [2] | 9,858 | ||||||
Inventories - added value | [3] | 5,480 | |||||||
Prepayments | 97 | 757 | |||||||
Taxes recoverable | 1,956 | 752 | |||||||
Other receivables | 192 | 2,905 | |||||||
Total current assets | 46,439 | 27,984 | |||||||
Non-current assets | |||||||||
Property, plant and equipment | 2,011 | 211 | |||||||
Other intangible assets | 1,138 | 1,340 | |||||||
Intangible assets - Customer Portfolio | 83,589 | 4,625 | [4] | ||||||
Intangible assets - Trade agreement | 247,622 | ||||||||
Intangible assets - Trademarks | [5] | 16,060 | |||||||
Intangible assets - Software | 11,036 | ||||||||
Total non-current assets | 345,396 | 22,236 | |||||||
Total Assets | 391,835 | 50,220 | |||||||
Current liabilities | |||||||||
Suppliers | 1,300 | 10,231 | |||||||
Salaries and social contributions | 3,596 | 312 | |||||||
Taxes payable | 326 | 33 | |||||||
Income tax and social contribution payable | 5,265 | 378 | |||||||
Provision for trade discount | 15,000 | ||||||||
Other liabilities | 1,700 | ||||||||
Contractual obligations and deferred income | 589 | ||||||||
Total current liabilities | 27,187 | 11,543 | |||||||
Non-current liabilities | |||||||||
Bonds and Financing | 998 | ||||||||
Other liabilities | 364 | ||||||||
Provision for tax, civil and labor risk | 1,231 | ||||||||
Provision for trade discount | 47,234 | ||||||||
Total non-current liabilities | 48,465 | 1,362 | |||||||
Total liabilities | 75,651 | 12,905 | |||||||
Net identifieable assets at fair value (A) | 316,183 | 37,315 | |||||||
Total of Consideration transferred (B) | 703,257 | 58,857 | |||||||
Goodwill (B - A) | 387,074 | [6] | 21,542 | [7] | |||||
Total | |||||||||
Non-current assets | |||||||||
Intangible assets - Software | R$ 11036 | ||||||||
SEL | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 1,461 | ||||||||
Trade receivables | [1] | ||||||||
Inventories | [2] | ||||||||
Prepayments | |||||||||
Taxes recoverable | |||||||||
Other receivables | 180 | ||||||||
Total current assets | 1,641 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 611 | ||||||||
Other intangible assets | |||||||||
Intangible assets - Customer Portfolio | 18,783 | ||||||||
Intangible assets - Trade agreement | |||||||||
Intangible assets - Software | 1,296 | ||||||||
Total non-current assets | 20,690 | ||||||||
Total Assets | 22,331 | ||||||||
Current liabilities | |||||||||
Suppliers | |||||||||
Salaries and social contributions | 1 | ||||||||
Taxes payable | 17 | ||||||||
Income tax and social contribution payable | 33 | ||||||||
Provision for trade discount | |||||||||
Other liabilities | |||||||||
Total current liabilities | 51 | ||||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor risk | |||||||||
Provision for trade discount | |||||||||
Total non-current liabilities | |||||||||
Total liabilities | 51 | ||||||||
Net identifieable assets at fair value (A) | 22,280 | ||||||||
Total of Consideration transferred (B) | 65,000 | R$ 65000 | |||||||
Goodwill (B - A) | [6] | 42,720 | |||||||
Redação Nota 1000 | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 525 | ||||||||
Trade receivables | [1] | 1,327 | |||||||
Inventories | [2] | ||||||||
Prepayments | |||||||||
Taxes recoverable | |||||||||
Other receivables | |||||||||
Total current assets | 1,852 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | |||||||||
Other intangible assets | 1,099 | ||||||||
Intangible assets - Customer Portfolio | |||||||||
Intangible assets - Trade agreement | |||||||||
Intangible assets - Software | 5,692 | ||||||||
Total non-current assets | 6,791 | ||||||||
Total Assets | 8,643 | ||||||||
Current liabilities | |||||||||
Suppliers | 180 | ||||||||
Salaries and social contributions | 124 | ||||||||
Taxes payable | 207 | ||||||||
Income tax and social contribution payable | |||||||||
Provision for trade discount | |||||||||
Other liabilities | 1,673 | ||||||||
Total current liabilities | 2,184 | ||||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor risk | |||||||||
Provision for trade discount | |||||||||
Total non-current liabilities | |||||||||
Total liabilities | 2,184 | ||||||||
Net identifieable assets at fair value (A) | 6,459 | ||||||||
Total of Consideration transferred (B) | 11,387 | R$ 11387 | |||||||
Goodwill (B - A) | [6] | 4,928 | |||||||
EMME | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 637 | ||||||||
Trade receivables | [1] | 1,082 | |||||||
Inventories | [2] | ||||||||
Prepayments | 14 | ||||||||
Taxes recoverable | 9 | ||||||||
Other receivables | |||||||||
Total current assets | 1,742 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 128 | ||||||||
Other intangible assets | 1 | ||||||||
Intangible assets - Customer Portfolio | |||||||||
Intangible assets - Trade agreement | |||||||||
Intangible assets - Software | 4,048 | ||||||||
Total non-current assets | 4,177 | ||||||||
Total Assets | 5,919 | ||||||||
Current liabilities | |||||||||
Suppliers | 13 | ||||||||
Salaries and social contributions | 600 | ||||||||
Taxes payable | 102 | ||||||||
Income tax and social contribution payable | |||||||||
Provision for trade discount | |||||||||
Other liabilities | 2 | ||||||||
Total current liabilities | 717 | ||||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor risk | |||||||||
Provision for trade discount | |||||||||
Total non-current liabilities | |||||||||
Total liabilities | 717 | ||||||||
Net identifieable assets at fair value (A) | 5,202 | ||||||||
Total of Consideration transferred (B) | 15,317 | R$ 15317 | |||||||
Goodwill (B - A) | [6] | 10,115 | |||||||
De Gouges | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 16,439 | ||||||||
Trade receivables | [1] | 18,190 | |||||||
Inventories | 4,534 | [2] | R$ 4534 | ||||||
Prepayments | 83 | ||||||||
Taxes recoverable | 1,947 | ||||||||
Other receivables | 12 | ||||||||
Total current assets | 41,204 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 1,272 | ||||||||
Other intangible assets | 38 | ||||||||
Intangible assets - Customer Portfolio | 64,806 | ||||||||
Intangible assets - Trade agreement | 247,622 | 247,622 | |||||||
Intangible assets - Software | |||||||||
Total non-current assets | 313,738 | ||||||||
Total Assets | 354,942 | ||||||||
Current liabilities | |||||||||
Suppliers | 1,107 | ||||||||
Salaries and social contributions | 2,871 | ||||||||
Taxes payable | |||||||||
Income tax and social contribution payable | 5,232 | ||||||||
Provision for trade discount | 15,000 | ||||||||
Other liabilities | 25 | ||||||||
Total current liabilities | 24,235 | ||||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor risk | 1,231 | ||||||||
Provision for trade discount | 47,234 | ||||||||
Total non-current liabilities | 48,465 | ||||||||
Total liabilities | 72,699 | ||||||||
Net identifieable assets at fair value (A) | 282,242 | ||||||||
Total of Consideration transferred (B) | 611,554 | R$ 611554 | |||||||
Goodwill (B - A) | [6] | R$ 329312 | |||||||
Pluri | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 1,820 | ||||||||
Trade receivables | 1,687 | ||||||||
Inventories | 9,858 | ||||||||
Inventories - added value | [3] | 5,480 | |||||||
Prepayments | 695 | ||||||||
Taxes recoverable | 746 | ||||||||
Other receivables | 2,905 | ||||||||
Total current assets | 23,191 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 122 | ||||||||
Other intangible assets | 1,340 | ||||||||
Intangible assets - Customer Portfolio | [4] | 4,625 | |||||||
Intangible assets - Trademarks | [5] | ||||||||
Total 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 | ||||||||
Contractual obligations and deferred income | 322 | ||||||||
Total current liabilities | 11,028 | ||||||||
Non-current liabilities | |||||||||
Bonds and Financing | |||||||||
Other liabilities | 364 | ||||||||
Total non-current liabilities | 364 | ||||||||
Total liabilities | 11,392 | ||||||||
Net identifieable assets at fair value (A) | 17,886 | ||||||||
Total of Consideration transferred (B) | 27,706 | ||||||||
Goodwill (B - A) | [7] | 9,820 | |||||||
Mind Makers | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 528 | ||||||||
Trade receivables | 3,303 | ||||||||
Inventories | |||||||||
Inventories - added value | [3] | ||||||||
Prepayments | 62 | ||||||||
Taxes recoverable | 2 | ||||||||
Other receivables | |||||||||
Total current assets | 3,895 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 89 | ||||||||
Other intangible assets | |||||||||
Intangible assets - Customer Portfolio | [4] | ||||||||
Intangible assets - Trademarks | [5] | 16,060 | |||||||
Total 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 | ||||||||
Contractual obligations and deferred income | 267 | ||||||||
Total current liabilities | 503 | ||||||||
Non-current liabilities | |||||||||
Bonds and Financing | 998 | ||||||||
Other liabilities | |||||||||
Total non-current liabilities | 998 | ||||||||
Total liabilities | 1,501 | ||||||||
Net identifieable assets at fair value (A) | 18,543 | ||||||||
Total of Consideration transferred (B) | 23,621 | ||||||||
Goodwill (B - A) | [7] | 5,078 | |||||||
Meritt | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 894 | ||||||||
Trade receivables | |||||||||
Inventories | |||||||||
Inventories - added value | [3] | ||||||||
Prepayments | |||||||||
Taxes recoverable | 4 | ||||||||
Other receivables | |||||||||
Total current assets | 898 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | |||||||||
Other intangible assets | |||||||||
Intangible assets - Customer Portfolio | [4] | ||||||||
Intangible assets - Trademarks | [5] | ||||||||
Total non-current assets | |||||||||
Total Assets | 898 | ||||||||
Current liabilities | |||||||||
Suppliers | |||||||||
Salaries and social contributions | 2 | ||||||||
Taxes payable | 10 | ||||||||
Income tax and social contribution payable | |||||||||
Contractual obligations and deferred income | |||||||||
Total current liabilities | 12 | ||||||||
Non-current liabilities | |||||||||
Bonds and Financing | |||||||||
Other liabilities | |||||||||
Total non-current liabilities | |||||||||
Total liabilities | 12 | ||||||||
Net identifieable assets at fair value (A) | 886 | ||||||||
Total of Consideration transferred (B) | 7,530 | ||||||||
Goodwill (B - A) | [7] | R$ 6644 | |||||||
[1] | Accounts receivable from customers comprise gross contractual amounts due of R$24,344, of which R$3,746 were uncollectible on the acquisition date. See Note 10e. | ||||||||
[2] | As a result of the purchase price allocation, the Company identified R$ 4,534 in inventories (“De Gouges”), based on the expectation of sales of this inventory at around 33 % per year. | ||||||||
[3] | 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. | ||||||||
[4] | The following assumptions were used to determine the customer portfolios: an average contract termination period of eight seven 12.6 % p.a. was used, which is equivalent to the WACC 0.07 . | ||||||||
[5] | Trademark-related intangible asset’s fair value was obtained based on: net revenue was estimated considering 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 Average Cost of Capital (“WACC”) 0.22 % p.a. | ||||||||
[6] | 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. | ||||||||
[7] | Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company (i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. |
Business Combinations - Textua
Business Combinations - Textual (Details 4) - BRL (R$) R$ in Thousands | Oct. 29, 2021 | Aug. 01, 2021 | May 27, 2021 | Mar. 02, 2021 | Nov. 20, 2020 | Jan. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |||||||
Business Combinations | |||||||||||||||||||
Combined net revenue from sales and services | R$ 1043205 | ||||||||||||||||||
Combined net profit (loss) | 41,360 | ||||||||||||||||||
Intangible assets - Customer Portfolio | R$ 4625 | [1] | R$ 83589 | R$ 4625 | [1] | R$ 83589 | R$ 4625 | [1] | 4,625 | [1] | |||||||||
Intangible assets - Trade agreement | 247,622 | 247,622 | |||||||||||||||||
Inventories | R$ 9858 | 4,534 | [2] | R$ 9858 | 4,534 | [2] | R$ 9858 | R$ 9858 | |||||||||||
Intangible assets - Software | 11,036 | 11,036 | |||||||||||||||||
Customer Portfolio [member] | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Percentage of receivables | 8.00% | ||||||||||||||||||
Business combinations | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Combined net revenue from sales and services | 990,758 | ||||||||||||||||||
Combined net profit (loss) | (116,442) | ||||||||||||||||||
Intangible assets - Software | R$ 11036 | ||||||||||||||||||
Accounts receivable from customers, gross contractual amounts | 24,344 | 24,344 | |||||||||||||||||
Accounts receivable from customers which were uncollectible on the acquisition date | 3,746 | 3,746 | |||||||||||||||||
Business combinations | Trademarks [member] | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Percentage of royalty fees | 7.20% | 7.20% | 7.20% | 7.20% | |||||||||||||||
Intangible assets, discount rate basis | Weighted Average Cost of Capital (“WACC”) | ||||||||||||||||||
Intangible assets, adjustment to discount rate basis | 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 [Member] | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Useful life measured as period of time, intangible assets other than goodwill | 8 years 7 months | ||||||||||||||||||
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 | 111 | ||||||||||||||||||
Intangible assets - Customer Portfolio | [1] | R$ 4625 | R$ 4625 | 4,625 | R$ 4625 | ||||||||||||||
Inventories | 9,858 | 9,858 | 9,858 | 9,858 | |||||||||||||||
Period for remaining consideration to be transferred | 4 years | ||||||||||||||||||
Consideration paid | 9,348 | ||||||||||||||||||
Interest rate basis | 100</span>% of the CDI" id="sjs-H40"><span style="border-left: none; border-right: none;">100</span>% of the CDI | ||||||||||||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 12347 | ||||||||||||||||||
Mind Makers Editora Educacional (“Mind Makers”) | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Revenue from the date of acquisition | 7,891 | ||||||||||||||||||
Net profit (loss) from the date of acquisition | 1,052 | ||||||||||||||||||
Intangible assets - Customer Portfolio | [1] | ||||||||||||||||||
Inventories | |||||||||||||||||||
Consideration paid | R$ 3144 | ||||||||||||||||||
Percentage of installment to be reduced | 54.00% | ||||||||||||||||||
Meritt Informação Educacional Ltda (“Meritt”) | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Revenue from the date of acquisition | 43 | ||||||||||||||||||
Net profit (loss) from the date of acquisition | 207 | ||||||||||||||||||
Intangible assets - Customer Portfolio | [1] | ||||||||||||||||||
Inventories | |||||||||||||||||||
Period for remaining consideration to be transferred | 5 years | ||||||||||||||||||
Interest rate basis | 100</span>% of the CDI" id="sjs-G57"><span style="border-left: none; border-right: none;">100</span>% of the CDI | ||||||||||||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 4330 | ||||||||||||||||||
SEL | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Revenue from the date of acquisition | 6,441 | ||||||||||||||||||
Net profit (loss) from the date of acquisition | 4,497 | ||||||||||||||||||
Intangible assets - Customer Portfolio | 18,783 | R$ 18783 | |||||||||||||||||
Intangible assets - Trade agreement | |||||||||||||||||||
Inventories | [2] | ||||||||||||||||||
Intangible assets - Software | 1,296 | 1,296 | |||||||||||||||||
Period for remaining consideration to be transferred | 4 years | ||||||||||||||||||
Interest rate basis | 100% of CDI | ||||||||||||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 26876 | ||||||||||||||||||
SEL | Customer Portfolio [member] | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Intangible assets - Customer Portfolio | R$ 18783 | ||||||||||||||||||
De Gouges | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Useful life measured as period of time, intangible assets other than goodwill | 10 years | ||||||||||||||||||
Revenue from the date of acquisition | 24,891 | ||||||||||||||||||
Net profit (loss) from the date of acquisition | 2,678 | ||||||||||||||||||
Intangible assets - Customer Portfolio | 64,806 | 64,806 | |||||||||||||||||
Intangible assets - Trade agreement | R$ 247622 | 247,622 | 247,622 | ||||||||||||||||
Estimated sales rate | 10.00% | ||||||||||||||||||
Inventories | R$ 4534 | 4,534 | [2] | 4,534 | [2] | ||||||||||||||
Estimated sale rate for inventory | 33.00% | ||||||||||||||||||
Intangible assets - Software | |||||||||||||||||||
Interest rate basis | 100</span>% of CDI index" id="sjs-C84"><span style="display: inline;">100</span>% of CDI index | ||||||||||||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 451554 | ||||||||||||||||||
De Gouges | Customer Portfolio [member] | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Intangible assets - Customer Portfolio | R$ 64806 | ||||||||||||||||||
EMME | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Revenue from the date of acquisition | 1,690 | ||||||||||||||||||
Net profit (loss) from the date of acquisition | 364 | ||||||||||||||||||
Intangible assets - Customer Portfolio | |||||||||||||||||||
Intangible assets - Trade agreement | |||||||||||||||||||
Inventories | [2] | ||||||||||||||||||
Intangible assets - Software | 4,048 | 4,048 | |||||||||||||||||
Interest rate basis | “IPCA” – Extended National Consumer Price Index | ||||||||||||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 12253 | ||||||||||||||||||
Redação Nota 1000 | |||||||||||||||||||
Business Combinations | |||||||||||||||||||
Revenue from the date of acquisition | 1,615 | ||||||||||||||||||
Net profit (loss) from the date of acquisition | 1,641 | ||||||||||||||||||
Intangible assets - Customer Portfolio | |||||||||||||||||||
Intangible assets - Trade agreement | |||||||||||||||||||
Inventories | [2] | ||||||||||||||||||
Intangible assets - Software | R$ 5692 | R$ 5692 | |||||||||||||||||
Interest rate basis | 100</span>% of CDI index" id="sjs-E107"><span style="display: inline;">100</span>% of CDI index | ||||||||||||||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 7294 | ||||||||||||||||||
[1] | The following assumptions were used to determine the customer portfolios: an average contract termination period of eight seven 12.6 % p.a. was used, which is equivalent to the WACC 0.07 . | ||||||||||||||||||
[2] | As a result of the purchase price allocation, the Company identified R$ 4,534 in inventories (“De Gouges”), based on the expectation of sales of this inventory at around 33 % per year. |
Financial Risk Management (Deta
Financial Risk Management (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Market risk - cash flow interest rate risk | |||
Financing and Lease Liabilities | R$ 160542 | R$ 173103 | R$ 153714 |
Accounts Payable for Business Combination | 532,313 | 48,055 | R$ 10941 |
Mind Makers | |||
Market risk - cash flow interest rate risk | |||
Accounts Payable for Business Combination | 7,044 | 15,000 | |
Private Bonds – 5th Issuance - serie 2 | |||
Market risk - cash flow interest rate risk | |||
Bonds | 104,844 | 102,868 | |
Private Bonds – 6th Issuance - serie 2 | |||
Market risk - cash flow interest rate risk | |||
Bonds | 210,920 | 206,733 | |
Private Bonds – 7th Issuance - single | |||
Market risk - cash flow interest rate risk | |||
Bonds | 381,850 | ||
Bonds – 1st Issuance - single | |||
Market risk - cash flow interest rate risk | |||
Bonds | R$ 514574 | ||
Bonds – 1st Issuance - single | CDI + 2.30% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 2.30% | ||
Market risk - cash flow interest rate risk | |||
Market risk - cash flow interest rate risk | |||
Financing and Lease Liabilities | R$ 160542 | 173,103 | |
Accounts Payable for Business Combination | 532,313 | 48,055 | |
Loans from related parties | 20,884 | ||
Amount under interest rate contract | R$ 1524081 | 1,035,383 | |
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 | R$ 888 | 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 | |||
Market risk - cash flow interest rate risk | |||
Bonds | R$ 100892 | ||
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 | 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 2 | CDI + 1.70% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 1.70% | ||
Market risk - cash flow interest rate risk | Private Bonds – 7th Issuance - single | CDI + 1.15% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 1.15% |
Financial Risk Management (De_2
Financial Risk Management (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | R$ 831226 | R$ 793341 | R$ 1640947 | ||
Lease Liabilities | 160,542 | 173,103 | 153,714 | ||
Accounts Payable for business combination | 532,313 | 48,055 | 10,941 | ||
Suppliers | 167,168 | ||||
Reverse Factoring | [1] | 97,619 | 110,513 | ||
Other liabilities - related parties | 39,271 | ||||
Financial liabilities by maturity ranges | R$ 1828140 | ||||
Estimated interest rate (as a percent) | 8.99% | ||||
Capital Management | |||||
Net debt (i) | [2] | R$ 1518247 | 1,138,988 | ||
Total equity | 4,665,209 | 4,785,317 | R$ 3100083 | R$ 3268501 | |
Total capitalization (ii) | [3] | R$ 3146963 | R$ 3646329 | ||
Gearing ratio - % - (iii) | [4] | 48.00% | 31.00% | ||
Undiscounted contractual amounts | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | R$ 929228 | ||||
Lease Liabilities | 179,469 | ||||
Accounts Payable for business combination | 595,073 | ||||
Suppliers | 167,168 | ||||
Reverse Factoring | 104,052 | ||||
Other liabilities - related parties | 39,271 | ||||
Financial liabilities by maturity ranges | 2,014,262 | ||||
Less than one year | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 281,491 | ||||
Lease Liabilities | 26,636 | ||||
Accounts Payable for business combination | 20,502 | R$ 17132 | |||
Suppliers | 167,168 | ||||
Reverse Factoring | 97,619 | ||||
Other liabilities - related parties | 39,271 | ||||
Financial liabilities by maturity ranges | 632,688 | ||||
Less than one year | Undiscounted contractual amounts | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 314,679 | ||||
Lease Liabilities | 29,776 | ||||
Accounts Payable for business combination | 22,919 | ||||
Suppliers | 167,168 | ||||
Reverse Factoring | 104,052 | ||||
Other liabilities - related parties | 39,271 | ||||
Financial liabilities by maturity ranges | 677,866 | ||||
Between one and two years | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 51,063 | ||||
Lease Liabilities | 26,781 | ||||
Accounts Payable for business combination | 35,685 | R$ 13811 | |||
Suppliers | |||||
Reverse Factoring | |||||
Other liabilities - related parties | |||||
Financial liabilities by maturity ranges | 113,529 | ||||
Between one and two years | Undiscounted contractual amounts | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 57,083 | ||||
Lease Liabilities | 29,938 | ||||
Accounts Payable for business combination | 39,893 | ||||
Suppliers | |||||
Reverse Factoring | |||||
Other liabilities - related parties | |||||
Financial liabilities by maturity ranges | 126,914 | ||||
Over two years | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 498,672 | ||||
Lease Liabilities | 107,125 | ||||
Accounts Payable for business combination | 476,126 | ||||
Suppliers | |||||
Reverse Factoring | |||||
Other liabilities - related parties | |||||
Financial liabilities by maturity ranges | 1,081,923 | ||||
Over two years | Undiscounted contractual amounts | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 557,466 | ||||
Lease Liabilities | 119,755 | ||||
Accounts Payable for business combination | 532,261 | ||||
Suppliers | |||||
Reverse Factoring | |||||
Other liabilities - related parties | |||||
Financial liabilities by maturity ranges | R$ 1209482 | ||||
[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. The reverse factoring presents maturity dates from up to one | ||||
[2] | Net debt comprises financial liabilities (note 7 | ||||
[3] | Refers to the difference between Shareholders’ Equity and Net debt. | ||||
[4] | 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Sensitivity analysis | ||||
Financial Assets | [1] | R$ 292021 | R$ 300147 | |
Marketable securities | 166,349 | 491,102 | ||
Accounts Payable for Business Combination | (532,313) | (48,055) | R$ 10941 | |
Lease liabilities | (160,542) | (173,103) | (153,714) | |
Bonds and financing | (831,226) | R$ 793341 | R$ 1640947 | |
Total | (1,828,140) | |||
Probable scenario over a 12-month horizon | ||||
Sensitivity analysis | ||||
Financial Assets | 292,021 | |||
Marketable securities | 166,349 | |||
Total | 458,370 | |||
Accounts Payable for Business Combination | (532,313) | |||
Lease liabilities | (160,542) | |||
Bonds and financing | (831,226) | |||
Total | (1,524,081) | |||
Net exposure | R$ 1065711 | |||
Interest Rate -% p.a | ||||
Percentage of deterioration of the projected rates | ||||
Probable scenario over a 12-month horizon | 101.58% of CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 101.58% | |||
Probable scenario over a 12-month horizon | 100.95% of CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 100.95% | |||
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 + 1.28% | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.28% | |||
Probable scenario over a 12-month horizon | CDI + 1.66% | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.66% | |||
Probable scenario over a 12-month horizon | Base Scenario | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 11.79% | |||
Short-term investments, Potential gain (loss) | R$ 34973 | |||
Marketable securities, Potential gain (loss) | 19,799 | |||
Total Financial Assets, Potential gain (loss) | 54,772 | |||
Accounts Payable for Business Combination, Potential gain (loss) | (62,760) | |||
Lease liabilities, Potential gain (loss) | (18,928) | |||
Bonds and financing, Potential gain (loss) | (111,800) | |||
Total Financial Liabilities, Potential gain (loss) | (193,488) | |||
Net exposure, Potential gain (loss) | R$ 138716 | |||
Interest Rate -% p.a | 11.79% | |||
Percentage of deterioration of the projected rates | ||||
Probable scenario over a 12-month horizon | Scenario I | ||||
Sensitivity analysis | ||||
Short-term investments, Potential gain (loss) | R$ 43717 | |||
Marketable securities, Potential gain (loss) | 24,749 | |||
Total Financial Assets, Potential gain (loss) | 68,466 | |||
Accounts Payable for Business Combination, Potential gain (loss) | (78,450) | |||
Lease liabilities, Potential gain (loss) | (23,660) | |||
Bonds and financing, Potential gain (loss) | (139,750) | |||
Total Financial Liabilities, Potential gain (loss) | (241,860) | |||
Net exposure, Potential gain (loss) | R$ 173394 | |||
Interest Rate -% p.a | 14.74% | |||
Percentage of deterioration of the projected rates | 25.00% | |||
Probable scenario over a 12-month horizon | Scenario II | ||||
Sensitivity analysis | ||||
Short-term investments, Potential gain (loss) | R$ 52460 | |||
Marketable securities, Potential gain (loss) | 29,698 | |||
Total Financial Assets, Potential gain (loss) | 82,158 | |||
Accounts Payable for Business Combination, Potential gain (loss) | (94,140) | |||
Lease liabilities, Potential gain (loss) | (28,392) | |||
Bonds and financing, Potential gain (loss) | (167,700) | |||
Total Financial Liabilities, Potential gain (loss) | (290,232) | |||
Net exposure, Potential gain (loss) | R$ 208074 | |||
Interest Rate -% p.a | 17.69% | |||
Percentage of deterioration of the projected rates | 50.00% | |||
[1] | The Company invests in short-term fixed income investment funds with daily liquidity and no material risk of change in value. Financial investments presented an average gross yield of 105.2 , 202 1 101.7 020 |
Financial Risk Management (De_4
Financial Risk Management (Details 4 - Textuals) - BRL (R$) R$ in Thousands | Aug. 06, 2021 | Dec. 31, 2021 |
Probable scenario over a 12-month horizon | ||
Sensitivity analysis | ||
Percentage of deterioration of the projected rates | ||
Probable scenario over a 12-month horizon | Base Scenario | ||
Sensitivity analysis | ||
Adjustment to interest rate basis | 11.79% | |
Interest rate basis | CDI | |
Percentage of deterioration of the projected rates | ||
Probable scenario over a 12-month horizon | Scenario I | ||
Sensitivity analysis | ||
Percentage of deterioration of the projected rates | 25.00% | |
Probable scenario over a 12-month horizon | Scenario II | ||
Sensitivity analysis | ||
Percentage of deterioration of the projected rates | 50.00% | |
Somos Sistemas de Ensino S.A ("Somos Sistemas") | Non-current Bonds [member] | ||
Sensitivity analysis | ||
Issued simple debentures, not convertible | R$ 500000 | |
Adjustment to interest rate basis | 2.30% | |
Interest rate basis | 100% of DI Interest Deposit rate (CDI) |
Financial Instruments by Cate_3
Financial Instruments by Category (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Assets - Amortized cost | |||||
Cash and cash equivalents | R$ 309893 | R$ 311156 | R$ 43287 | R$ 102231 | |
Marketable securities | 166,349 | 491,102 | |||
Trade receivables | 505,514 | 492,234 | |||
Other receivables | 2,105 | 124 | |||
Related parties – other receivables | 501 | 2,070 | |||
Liabilities - Amortized cost | |||||
Bonds and financing | 831,226 | 793,341 | 1,640,947 | ||
Lease Liabilities | 160,542 | 173,103 | 153,714 | ||
Reverse Factoring | [1] | 97,619 | 110,513 | ||
Suppliers | 167,168 | ||||
Accounts Payable for business combination | 532,313 | 48,055 | R$ 10941 | ||
Other liabilities - related parties | 39,271 | 135,307 | |||
Loans from related parties | 20,884 | ||||
Liabilities - Amortized cost [member] | |||||
Liabilities - Amortized cost | |||||
Bonds and financing | 831,226 | 793,341 | |||
Lease Liabilities | 160,542 | 173,103 | |||
Reverse Factoring | 97,619 | 110,513 | |||
Suppliers | 167,168 | 168,941 | |||
Accounts Payable for business combination | 532,313 | 48,055 | |||
Other liabilities - related parties | 39,271 | 135,307 | |||
Loans from related parties | 20,884 | ||||
Liabilities - Amortized cost | 1,828,139 | 1,450,144 | |||
Assets - Amortized cost [member] | |||||
Assets - Amortized cost | |||||
Cash and cash equivalents | 309,893 | 311,156 | |||
Marketable securities | 166,349 | 491,102 | |||
Trade receivables | 505,514 | 492,234 | |||
Other receivables | 2,105 | 124 | |||
Related parties – other receivables | 501 | 2,070 | |||
Assets - Amortized cost | R$ 984362 | R$ 1296686 | |||
[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. The reverse factoring presents maturity dates from up to one |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash and cash equivalents. | |||||
Cash | R$ 100 | R$ 13 | |||
Bank account | 17,772 | 10,996 | |||
Financial investments | [1] | 292,021 | 300,147 | ||
Cash and cash equivalents | R$ 309893 | R$ 311156 | R$ 43287 | R$ 102231 | |
Average gross yield of deposits | 105.20% | 101.70% | |||
[1] | The Company invests in short-term fixed income investment funds with daily liquidity and no material risk of change in value. Financial investments presented an average gross yield of 105.2 , 202 1 101.7 020 |
Marketable securities (Details)
Marketable securities (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Marketable securities | ||
Financial bills (LF) | R$ 1640 | R$ 149720 |
Financial treasury bills (LFT) | 164,709 | 341,382 |
Marketable securities | R$ 166349 | R$ 491102 |
Average gross yield of securities | 101.00% | 104.00% |
Trade receivables (Details)
Trade receivables (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Trade receivables | ||||
Trade receivables | R$ 505190 | R$ 501498 | ||
Related Parties | 46,824 | 22,791 | ||
Impairment losses on trade receivables | (46,500) | (32,055) | R$ 22524 | R$ 19397 |
Total | R$ 505514 | R$ 492234 |
Trade receivables (Details 2)
Trade receivables (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Maturities of trade receivables | ||||
Total past due | R$ 87957 | R$ 74007 | ||
Customers in bankruptcy | 2,164 | |||
Related Parties | 46,824 | 22,791 | ||
Impairment losses on trade receivables | (46,500) | (32,055) | R$ 22524 | R$ 19397 |
Total | 505,514 | 492,234 | ||
Not yet due | ||||
Maturities of trade receivables | ||||
Total past due | 417,233 | 425,327 | ||
Up to 30 days | ||||
Maturities of trade receivables | ||||
Total past due | 9,657 | 8,456 | ||
From 31 to 60 days | ||||
Maturities of trade receivables | ||||
Total past due | 10,331 | 10,931 | ||
From 61 to 90 days | ||||
Maturities of trade receivables | ||||
Total past due | 7,366 | 8,764 | ||
From 91 to 180 days | ||||
Maturities of trade receivables | ||||
Total past due | 21,154 | 15,539 | ||
From 181 to 360 days | ||||
Maturities of trade receivables | ||||
Total past due | 23,852 | 18,038 | ||
Over 360 days | ||||
Maturities of trade receivables | ||||
Total past due | R$ 15597 | R$ 12279 |
Trade receivables (Details 3)
Trade receivables (Details 3) | Dec. 31, 2021 | Dec. 31, 2020 | |
Trade receivables | |||
Percentage of impairment losses on trade receivables recorded for the customers who went bankrupt | [1] | 100.00% | 100.00% |
[1] | At December 31, 2020 the Company’s Management recorded 100% impairment losses for three of its customers that filed for bankruptcy. These corporate customers were national booksellers that were present in the main cities of Brazil and therefore were considered as strategic marketplaces for the sale of our published materials to final customers (students, teachers, and schools). The Company did not identify customers in bankruptcy as of December 31, 2021. |
Trade receivables (Details 4)
Trade receivables (Details 4) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Expected credit losses for aging | |||||
Lifetime ECL | R$ 46500 | R$ 29891 | |||
Customers in bankruptcy | [1] | 2,164 | |||
Impairment losses on trade receivables | R$ 46500 | R$ 32055 | R$ 22524 | R$ 19397 | |
Percentage of impairment losses on trade receivables recorded for the customers who went bankrupt | [1] | 100.00% | 100.00% | ||
Number of customers that went bankrupt | 3 | ||||
Not yet due | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 0.30% | 0.10% | |||
Lifetime ECL | R$ 1263 | R$ 432 | |||
Up to 30 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 12.67% | 6.19% | |||
Lifetime ECL | R$ 1219 | R$ 523 | |||
From 31 to 60 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 17.01% | 12.92% | |||
Lifetime ECL | R$ 1769 | R$ 1413 | |||
From 61 to 90 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 23.75% | 20.64% | |||
Lifetime ECL | R$ 1764 | R$ 1809 | |||
From 91 to 180 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 35.71% | 43.66% | |||
Lifetime ECL | R$ 7608 | R$ 6785 | |||
From 181 to 360 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 72.90% | 51.67% | |||
Lifetime ECL | R$ 17399 | R$ 9320 | |||
Over 360 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 99.23% | 78.26% | |||
Lifetime ECL | R$ 15478 | R$ 9609 | |||
[1] | At December 31, 2020 the Company’s Management recorded 100% impairment losses for three of its customers that filed for bankruptcy. These corporate customers were national booksellers that were present in the main cities of Brazil and therefore were considered as strategic marketplaces for the sale of our published materials to final customers (students, teachers, and schools). The Company did not identify customers in bankruptcy as of December 31, 2021. |
Trade receivables (Details 5)
Trade receivables (Details 5) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Trade receivables | ||||
Opening balance | R$ 32055 | R$ 22524 | R$ 19397 | |
Additions | [1] | 39,326 | 29,870 | 6,936 |
Reversals | (2,854) | (4,855) | (1,975) | |
Write offs | [2] | (22,027) | (15,484) | (1,834) |
Closing balance | R$ 46500 | R$ 32055 | R$ 22524 | |
[1] | The Company increased the recognition of provisions for expected losses due to macro-economic environment and considered the impact of COVID- 19 2020 | |||
[2] | The Company assessed its customers credit lines, that were partially renegotiated. Due to historical losses and lack of prospects of credit recovery alongside these customers, the Company recognized R$ 22,027 as write-off as of December 31, 2021 (R$ 15,484 as of December 31, 2020). |
Inventories (Details)
Inventories (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventories | |||
Finished products | [1] | R$ 160318 | R$ 168328 |
Work in process | 51,152 | 52,322 | |
Raw materials | 27,081 | 20,485 | |
Imports in progress | 1,681 | 2,642 | |
Right to returned goods | [2] | 2,131 | 5,855 |
Inventories | R$ 242363 | R$ 249632 | |
[1] | These amounts are net of slow-moving items and net realizable value. | ||
[2] | Represents the Company’s right to recover products from customers when customers exercise their right of return under the Company’s returns policies, where the Company estimates the volume of goods returned based on experience and foreseen expectations. |
Inventories (Details 2)
Inventories (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Inventories | ||||
Opening balance | R$ 62210 | R$ 69080 | R$ 72410 | |
Additions | 24,178 | 8,783 | 9,331 | |
(Reversals) | (2,061) | (4,726) | (2,500) | |
Inventory losses | [1] | (25,604) | (10,927) | (10,161) |
Closing balance | R$ 58723 | R$ 62210 | R$ 69080 | |
[1] | Refers substantially to physical books destroyed, previously provisioned, due to indication of damage or obsolescence caused by changes in the educational content during the school year. |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 185682 | R$ 192006 | R$ 184961 |
IT equipment [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 16615 | 1,479 | 2,486 |
IT equipment [member] | Minimum [member] | |||
Property, Plant and Equipment | |||
Weighted average depreciation rate | 10.00% | ||
IT equipment [member] | Maximum [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$ 8390 | 9,908 | 12,366 |
Furniture, equipment and fittings [member] | Minimum [member] | |||
Property, Plant and Equipment | |||
Weighted average depreciation rate | 10.00% | ||
Furniture, equipment and fittings [member] | Maximum [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$ 17872 | 19,978 | 19,682 |
Property, buildings and improvements [member] | Minimum [member] | |||
Property, Plant and Equipment | |||
Weighted average depreciation rate | 5.00% | ||
Property, buildings and improvements [member] | Maximum [member] | |||
Property, Plant and Equipment | |||
Weighted average depreciation rate | 20.00% | ||
In progress [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 677 | 315 | 4,538 |
Weighted average depreciation rate | |||
Right of use assets [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 141737 | 159,873 | 145,436 |
Weighted average depreciation rate | 12.00% | ||
Land [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 391 | 453 | R$ 453 |
Weighted average depreciation rate | |||
Gross carrying amount [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | R$ 389567 | 357,431 | |
Gross carrying amount [member] | IT equipment [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 44,180 | 27,036 | |
Gross carrying amount [member] | Furniture, equipment and fittings [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 38,116 | 36,314 | |
Gross carrying amount [member] | Property, buildings and improvements [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 54,508 | 51,407 | |
Gross carrying amount [member] | In progress [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 677 | 315 | |
Gross carrying amount [member] | Right of use assets [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 251,694 | 241,906 | |
Gross carrying amount [member] | Land [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | 391 | 453 | |
Accumulated depreciation and amortisation [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | (203,885) | (165,425) | |
Accumulated depreciation and amortisation [member] | IT equipment [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | (27,565) | (25,557) | |
Accumulated depreciation and amortisation [member] | Furniture, equipment and fittings [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | (29,726) | (26,406) | |
Accumulated depreciation and amortisation [member] | Property, buildings and improvements [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment | (36,636) | (31,429) | |
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 | (109,957) | (82,033) | |
Accumulated depreciation and amortisation [member] | Land [member] | |||
Property, Plant and Equipment | |||
Property, plant and equipment |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | ||||
Property, Plant and Equipment | |||||
Beginning balance | R$ 192006 | R$ 184961 | |||
Additions | 45,975 | [1] | 37,567 | [2] | |
Additions through business combinations | 2,011 | 211 | |||
Renegotiation | [3] | (12,439) | |||
Disposals / Cancelled contracts | (3,410) | (3,499) | |||
Depreciation | (38,461) | (27,234) | |||
Transfers | |||||
Ending balance | 185,682 | 192,006 | |||
Additions for new lease agreements | 25,513 | ||||
IFRS 16 [member] | |||||
Property, Plant and Equipment | |||||
Additions for new lease agreements | 35,925 | ||||
IT equipment [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 1,479 | 2,486 | |||
Additions | 16,105 | [1] | 758 | [2] | |
Additions through business combinations | 1,041 | 59 | |||
Renegotiation | [3] | ||||
Disposals / Cancelled contracts | (25) | ||||
Depreciation | (2,010) | (1,799) | |||
Transfers | |||||
Ending balance | 16,615 | 1,479 | |||
Furniture, equipment and fittings [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 9,908 | 12,366 | |||
Additions | 1,028 | [1] | 22 | [2] | |
Additions through business combinations | 835 | 152 | |||
Renegotiation | [3] | ||||
Disposals / Cancelled contracts | (124) | (128) | |||
Depreciation | (3,319) | (2,504) | |||
Transfers | 62 | ||||
Ending balance | 8,390 | 9,908 | |||
Property, buildings and improvements [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 19,978 | 19,682 | |||
Additions | 597 | [1] | 828 | [2] | |
Additions through business combinations | 135 | ||||
Renegotiation | [3] | ||||
Disposals / Cancelled contracts | (98) | ||||
Depreciation | (5,208) | (4,691) | |||
Transfers | 2,370 | 4,257 | |||
Ending balance | 17,872 | 19,978 | |||
In progress [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 315 | 4,538 | |||
Additions | 2,732 | [1] | 34 | [2] | |
Additions through business combinations | |||||
Renegotiation | [3] | ||||
Disposals / Cancelled contracts | |||||
Depreciation | |||||
Transfers | (2,370) | (4,257) | |||
Ending balance | 677 | 315 | |||
Right of use assets [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 159,873 | 145,436 | |||
Additions | 25,513 | [1] | 35,925 | [2] | |
Additions through business combinations | |||||
Renegotiation | [3] | (12,439) | |||
Disposals / Cancelled contracts | (3,286) | (3,248) | |||
Depreciation | (27,924) | (18,240) | |||
Transfers | |||||
Ending balance | 141,737 | 159,873 | |||
Land [member] | |||||
Property, Plant and Equipment | |||||
Beginning balance | 453 | 453 | |||
Additions | [1] | [2] | |||
Additions through business combinations | |||||
Renegotiation | [3] | ||||
Disposals / Cancelled contracts | |||||
Depreciation | |||||
Transfers | (62) | ||||
Ending balance | R$ 391 | R$ 453 | |||
[1] | Refers substantially to recognition of new lease agreements of R$ 25,513 which the Company considers as part of its digital learning solutions through computer tablets that have been part of current learning system solutions. See the corresponding lease liabilities in Note 16 | ||||
[2] | Refers substantially to IFRS 16 16 | ||||
[3] | The Company returned part of the dos Campos warehouse to the lessor in September 2021, maintaining the lease agreement and term, changing only in the subsequent lease installments leading to the reversal adjustments of the right-of-use asset and corresponding lease liabilities, see Note 16 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | R$ 5538367 | R$ 4924726 | R$ 4985385 | ||
Software [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 15.00% | ||||
Intangible assets and goodwill | R$ 96045 | 83,414 | 76,325 | ||
Customer Portfolio [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 8.00% | ||||
Intangible assets and goodwill | R$ 922105 | 928,858 | 1,010,722 | ||
Trademarks [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 5.00% | ||||
Intangible assets and goodwill | R$ 546277 | 573,586 | 584,035 | ||
Trade Agreement | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 8.00% | ||||
Intangible assets and goodwill | R$ 243495 | ||||
Platform content production [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 33.00% | ||||
Intangible assets and goodwill | R$ 24294 | [1] | 23,821 | [1] | 9,426 |
Other Intangible assets [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 33.00% | ||||
Intangible assets and goodwill | R$ 7281 | 6,243 | 4,563 | ||
In progress [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | |||||
Intangible assets and goodwill | R$ 3991 | 999 | 14,051 | ||
Goodwill [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | |||||
Intangible assets and goodwill | R$ 3694879 | [2] | 3,307,805 | [2] | R$ 3286263 |
Cost [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 6,136,432 | 5,350,096 | |||
Cost [member] | Software [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 247,325 | 204,213 | |||
Cost [member] | Customer Portfolio [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 1,197,381 | 1,113,792 | |||
Cost [member] | Trademarks [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 631,935 | 631,935 | |||
Cost [member] | Trade Agreement | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 247,622 | ||||
Cost [member] | Platform content production [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 73,877 | 53,069 | |||
Cost [member] | Other Intangible assets [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 39,421 | 38,283 | |||
Cost [member] | In progress [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 3,991 | 999 | |||
Cost [member] | Goodwill [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 3,694,879 | 3,307,805 | |||
Accumulated amortization [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (598,065) | (425,369) | |||
Accumulated amortization [member] | Software [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (151,281) | (120,798) | |||
Accumulated amortization [member] | Customer Portfolio [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (275,276) | (184,934) | |||
Accumulated amortization [member] | Trademarks [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (85,658) | (58,349) | |||
Accumulated amortization [member] | Trade Agreement | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (4,127) | ||||
Accumulated amortization [member] | Platform content production [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (49,583) | (29,248) | |||
Accumulated amortization [member] | Other Intangible assets [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (32,140) | (32,040) | |||
Accumulated amortization [member] | In progress [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | |||||
Accumulated amortization [member] | Goodwill [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | |||||
[1] | Substantially refers to development of the projects related to Platform. The Company has invested in changes in its digital platform that include “ Digital Transformation” in the amount of approximately R$ 20,808 million, and project related to learning systems, in the amount of R$ 9,509 million. | ||||
[2] | The Company recognized R$ 387,074 as goodwill on SEL, Nota 1000 5 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | R$ 4924726 | R$ 4985385 | ||
Additions | 55,916 | 42,793 | ||
Additions through business combinations | 730,419 | 43,567 | ||
Disposals | (164) | |||
Amorization | (172,695) | (146,854) | ||
Transfers | ||||
Balance at end of the period | 5,538,367 | 4,924,726 | ||
Software [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 83,414 | 76,325 | ||
Additions | 25,560 | 11,813 | ||
Additions through business combinations | 11,036 | |||
Disposals | (77) | |||
Amorization | (30,482) | (23,861) | ||
Transfers | 6,517 | 19,215 | ||
Balance at end of the period | 96,045 | 83,414 | ||
Customer Portfolio [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 928,858 | 1,010,722 | ||
Additions | ||||
Additions through business combinations | 83,589 | 4,625 | ||
Disposals | ||||
Amorization | (90,342) | (86,517) | ||
Transfers | 28 | |||
Balance at end of the period | 922,105 | 928,858 | ||
Trademarks [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 573,586 | 584,035 | ||
Additions | ||||
Additions through business combinations | 16,060 | |||
Disposals | ||||
Amorization | (27,309) | (26,506) | ||
Transfers | (3) | |||
Balance at end of the period | 546,277 | 573,586 | ||
Trade Agreement | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | ||||
Additions | ||||
Additions through business combinations | 247,622 | |||
Amorization | (4,127) | |||
Transfers | ||||
Balance at end of the period | 243,495 | |||
Platform content production [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 23,821 | [1] | 9,426 | |
Additions | 20,808 | [1] | 24,189 | |
Additions through business combinations | [1] | |||
Disposals | ||||
Amorization | (20,335) | [1] | (9,794) | |
Transfers | [1] | |||
Balance at end of the period | [1] | 24,294 | 23,821 | |
Other Intangible assets [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 6,243 | 4,563 | ||
Additions | 39 | 603 | ||
Additions through business combinations | 1,099 | 1,340 | ||
Disposals | (87) | |||
Amorization | (100) | (176) | ||
Transfers | ||||
Balance at end of the period | 7,281 | 6,243 | ||
In progress [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 999 | 14,051 | ||
Additions | 9,509 | 6,188 | ||
Additions through business combinations | ||||
Disposals | ||||
Amorization | ||||
Transfers | (6,517) | (19,240) | ||
Balance at end of the period | 3,991 | 999 | ||
Goodwill [member] | ||||
Intangible Assets and Goodwill | ||||
Balance at beginning of the period | 3,307,805 | [2] | 3,286,263 | |
Additions | [2] | |||
Additions through business combinations | 387,074 | [2] | 21,542 | |
Disposals | ||||
Amorization | [2] | |||
Transfers | [2] | |||
Balance at end of the period | [2] | R$ 3694879 | R$ 3307805 | |
[1] | Substantially refers to development of the projects related to Platform. The Company has invested in changes in its digital platform that include “ Digital Transformation” in the amount of approximately R$ 20,808 million, and project related to learning systems, in the amount of R$ 9,509 million. | |||
[2] | The Company recognized R$ 387,074 as goodwill on SEL, Nota 1000 5 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details 3) - Cash-generating units [member] R$ in Thousands | Dec. 31, 2021BRL (R$) |
Intangible Assets and Goodwill | |
Goodwill | R$ 3694879 |
Content & EdTech Platform | |
Intangible Assets and Goodwill | |
Goodwill | 3,674,036 |
Digital Services Platform | |
Intangible Assets and Goodwill | |
Goodwill | R$ 20843 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details 4) - Cash-generating units [member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Content & EdTech Platform | ||
Intangible Assets and Goodwill | ||
Growth rate - % | 14.40% | 15.40% |
Discount rate - % | 10.81% | 10.22% |
Growth rate (%) in perpetuity | 5.80% | 7.10% |
Years projected | 8 years | 8 years |
Digital Services Platform | ||
Intangible Assets and Goodwill | ||
Growth rate - % | 9.70% | 34.20% |
Discount rate - % | 10.81% | 10.22% |
Growth rate (%) in perpetuity | 5.80% | 7.10% |
Years projected | 8 years | 8 years |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill (Details 5) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2021BRL (R$)Item | Dec. 31, 2020BRL (R$) | |
Intangible Assets and Goodwill | ||
Number of CGUs | Item | 2 | |
Goodwill recognized through business combinations | R$ 387074 | |
Forecast period of cash flow projections | 8 years | |
Impairment of intangible assets | R$ 0 | R$ 0 |
Plurall Digital Transformation [member] | ||
Intangible Assets and Goodwill | ||
Amount invested for development project | 20,808,000 | |
Learning Systems [member] | ||
Intangible Assets and Goodwill | ||
Amount invested for development project | R$ 9509000 |
Bonds and financing (Details)
Bonds and financing (Details) - BRL (R$) R$ in Thousands | Mar. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Bonds and financing | ||||||||
Bonds and financing at beginning of period | R$ 793341 | R$ 1640947 | ||||||
Additions through Business Combinations | [1] | 998 | ||||||
Additions | [2] | 500,000 | ||||||
Payment of interest | (24,922) | [3] | (49,404) | R$ 117696 | ||||
Payment of principal | (477,741) | [3] | (852,135) | |||||
Interest accrued | 43,549 | 52,935 | ||||||
Transaction cost of bonds | (3,000) | |||||||
Transfers | ||||||||
Bonds and financing at end of period | 831,226 | 793,341 | 1,640,947 | |||||
Current liabilities | ||||||||
Bonds and financing | ||||||||
Bonds and financing at beginning of period | 502,882 | 440,947 | ||||||
Additions through Business Combinations | [1] | |||||||
Additions | [2] | |||||||
Payment of interest | (24,922) | [3] | (49,404) | |||||
Payment of principal | (477,741) | [3] | (852,135) | |||||
Interest accrued | 43,549 | 52,935 | ||||||
Transaction cost of bonds | (993) | |||||||
Transfers | 238,717 | 910,539 | ||||||
Bonds and financing at end of period | 281,491 | 502,882 | 440,947 | |||||
Current Bonds with Related Parties [member] | ||||||||
Bonds and financing | ||||||||
Bonds and financing at beginning of period | 502,743 | 440,947 | ||||||
Additions through Business Combinations | [1] | |||||||
Additions | [2] | |||||||
Payment of interest | (24,873) | [3] | (49,369) | |||||
Payment of principal | R$ 100000 | (477,564) | [3] | (852,135) | ||||
Interest accrued | 25,859 | 52,900 | ||||||
Transaction cost of bonds | ||||||||
Transfers | 238,509 | 910,400 | ||||||
Bonds and financing at end of period | 264,673 | 502,743 | 440,947 | |||||
Current Bonds [Member] | ||||||||
Bonds and financing | ||||||||
Bonds and financing at beginning of period | ||||||||
Additions | [2] | |||||||
Payment of interest | ||||||||
Payment of principal | ||||||||
Interest accrued | 17,574 | |||||||
Transaction cost of bonds | (993) | |||||||
Transfers | ||||||||
Bonds and financing at end of period | 16,581 | |||||||
Current Financing [member] | ||||||||
Bonds and financing | ||||||||
Bonds and financing at beginning of period | 139 | |||||||
Additions through Business Combinations | [1] | |||||||
Additions | [2] | |||||||
Payment of interest | (49) | [3] | (35) | |||||
Payment of principal | (177) | [3] | ||||||
Interest accrued | 116 | 35 | ||||||
Transaction cost of bonds | ||||||||
Transfers | 208 | 139 | ||||||
Bonds and financing at end of period | 237 | 139 | ||||||
Non-current liabilities | ||||||||
Bonds and financing | ||||||||
Bonds and financing at beginning of period | 290,459 | 1,200,000 | ||||||
Additions through Business Combinations | [1] | 998 | ||||||
Additions | [2] | 500,000 | ||||||
Payment of interest | [3] | |||||||
Payment of principal | [3] | |||||||
Interest accrued | ||||||||
Transaction cost of bonds | (2,007) | |||||||
Transfers | (238,717) | (910,539) | ||||||
Bonds and financing at end of period | 549,735 | 290,459 | 1,200,000 | |||||
Non-current Bonds with Related Parties [member] | ||||||||
Bonds and financing | ||||||||
Bonds and financing at beginning of period | [1] | 289,600 | 1,200,000 | |||||
Additions through Business Combinations | [1] | |||||||
Additions | [2] | |||||||
Payment of interest | [3] | |||||||
Payment of principal | [3] | |||||||
Interest accrued | ||||||||
Transaction cost of bonds | ||||||||
Transfers | (238,509) | (910,400) | [1] | |||||
Bonds and financing at end of period | 51,091 | 289,600 | [1] | 1,200,000 | [1] | |||
Non-current Bonds [Member] | ||||||||
Bonds and financing | ||||||||
Bonds and financing at beginning of period | ||||||||
Additions | [2] | 500,000 | ||||||
Payment of interest | [3] | |||||||
Payment of principal | [3] | |||||||
Interest accrued | ||||||||
Transaction cost of bonds | (2,007) | |||||||
Transfers | ||||||||
Bonds and financing at end of period | 497,993 | |||||||
Non-current Financing [member] | ||||||||
Bonds and financing | ||||||||
Bonds and financing at beginning of period | 859 | |||||||
Additions through Business Combinations | [1] | 998 | ||||||
Additions | [2] | |||||||
Payment of interest | [3] | |||||||
Payment of principal | [3] | |||||||
Interest accrued | ||||||||
Transaction cost of bonds | ||||||||
Transfers | (208) | (139) | ||||||
Bonds and financing at end of period | R$ 651 | R$ 859 | ||||||
[1] | On August 4, 2020, the Company, substantially settled bonds with related parties amounting by R$ 852,136 and R$ 29,864 , respectively principal and interest, as follow: 7 th Issuance, 1 st – R$ 310,918 ; 8 th Issuance R$ 448,826 and 9 th Issuance 115,591 . In addition, the Company settled only interest on the following bonds: 7 th Issuance, 2 nd – R$ 4,671 and 6 th Issuance, 2 nd – R$ 1,994 . This measure is part of the taken with the shareholders through the IPO process. | |||||||
[2] | On August 6, 2021, the subsidiary de S.A. issued R$ 500 million in simple debentures not convertible into shares, subject to compensatory interest of 100 % of DI Interest Deposit rate (CDI), plus spread of 2.30 % per year. The debentures are aimed at reinforcing the Company’s capital structure and elongating the debt maturity profile, which average maturity now stands at 35 months. | |||||||
[3] | On March 15, 2021, the Company, substantially settled bonds with related parties amounting to R$ 100,000 and R$ 1,488 , in principal and interest, respectively as follows: 5 th Issuance, 1 st series – R$ 101,488 . In addition, the Company settled only interest on the following bonds: 5 th Issuance, 2 nd series – R$ 1,451 , 6 th Issuance, 2 nd series – R$ 3,613 and 7 th Issuance, single series – R$ 5,663 . This measure is part of a commitment with shareholders as a result of the IPO. |
Bonds and financing (Details 2)
Bonds and financing (Details 2) - BRL (R$) R$ in Thousands | Aug. 06, 2021 | May 31, 2021 | Mar. 15, 2021 | Aug. 04, 2020 | Nov. 19, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Bonds and financing | ||||||||||
Aggregate amount of borrowings | R$ 831226 | R$ 793341 | R$ 1640947 | |||||||
Payment of borrowings principal | 477,741 | [1] | 852,135 | |||||||
Contribution of bonds | [2] | (500,000) | ||||||||
Current Bonds with Related Parties [member] | ||||||||||
Bonds and financing | ||||||||||
Aggregate amount of borrowings | 264,673 | 502,743 | 440,947 | |||||||
Payment of borrowings principal | R$ 100000 | 477,564 | [1] | 852,135 | ||||||
Payment of borrowings interest | 1,488 | |||||||||
Contribution of bonds | [2] | |||||||||
Current Bonds with Related Parties [member] | Bonds, 5th Issuance, Series 1 [member] | ||||||||||
Bonds and financing | ||||||||||
Payment of borrowings principal and interest | 101,488 | |||||||||
Current Bonds with Related Parties [member] | Bonds, 5th Issuance, Series 2 [member] | ||||||||||
Bonds and financing | ||||||||||
Payment of borrowings interest | R$ 2029 | 1,451 | ||||||||
Current Bonds with Related Parties [member] | Bonds, 6th Issuance, Series 2 [member] | ||||||||||
Bonds and financing | ||||||||||
Payment of borrowings interest | 4,758 | 3,613 | R$ 1994 | |||||||
Current Bonds with Related Parties [member] | Bonds, 7th Issuance [member] | ||||||||||
Bonds and financing | ||||||||||
Payment of borrowings principal | 189,564 | R$ 188000 | ||||||||
Payment of borrowings interest | 5,871 | R$ 5663 | ||||||||
Current Bonds with Related Parties [member] | Bonds, 7th Issuance, Series 1 [member] | ||||||||||
Bonds and financing | ||||||||||
Payment of borrowings principal and interest | 310,918 | |||||||||
Current Bonds with Related Parties [member] | Bonds, 7th Issuance, Series 2 [member] | ||||||||||
Bonds and financing | ||||||||||
Payment of borrowings interest | 4,671 | |||||||||
Current Bonds with Related Parties [member] | Bonds, 8th Issuance [member] | ||||||||||
Bonds and financing | ||||||||||
Payment of borrowings principal and interest | 448,826 | |||||||||
Current Bonds with Related Parties [member] | Bonds, 9th Issuance [member] | ||||||||||
Bonds and financing | ||||||||||
Payment of borrowings principal and interest | 115,591 | |||||||||
Current Financing [member] | ||||||||||
Bonds and financing | ||||||||||
Aggregate amount of borrowings | 237 | 139 | ||||||||
Payment of borrowings principal | 177 | [1] | ||||||||
Contribution of bonds | [2] | |||||||||
Current Financing [member] | Banco de Desenvolvimento de Minas Gerais SA [member] | ||||||||||
Bonds and financing | ||||||||||
Payment of borrowings principal | 177 | |||||||||
Payment of borrowings interest | 49 | |||||||||
Periodic payment of borrowings by monthly, principal | 15 | |||||||||
Periodic payment of borrowings by monthly, interest | 4 | |||||||||
Non-current Bonds [Member] | ||||||||||
Bonds and financing | ||||||||||
Aggregate amount of borrowings | 497,993 | |||||||||
Payment of borrowings principal | [1] | |||||||||
Contribution of bonds | [2] | R$ 500000 | ||||||||
Non-current Bonds [Member] | Somos Sistemas De Ensino Sa [Member] | ||||||||||
Bonds and financing | ||||||||||
Issued simple debentures, not convertible | R$ 500000 | |||||||||
Borrowings, interest rate basis | 100% of DI Interest Deposit rate (CDI) | |||||||||
Borrowings, adjustment to interest rate basis | 2.30% | |||||||||
Borrowings average maturity | 35 months | |||||||||
Bonds with Related Parties [member] | ||||||||||
Bonds and financing | ||||||||||
Payment of borrowings principal | 852,136 | |||||||||
Payment of borrowings interest | R$ 29864 | |||||||||
Contribution of bonds | R$ 1535800 | |||||||||
Percentage of proceeds from bonds issued to be use for repay upon any liquidity event | 50.00% | |||||||||
Bonds with Related Parties [member] | Bonds, 5th Issuance, Series 2 [member] | ||||||||||
Bonds and financing | ||||||||||
Borrowings, interest rate basis | CDI + 1.00% p.a. | |||||||||
Borrowings average maturity | 60 months | |||||||||
Bonds with Related Parties [member] | Bonds, 6th Issuance, Series 2 [member] | ||||||||||
Bonds and financing | ||||||||||
Borrowings, interest rate basis | CDI + 1.70% p.a. | |||||||||
Borrowings average maturity | 60 months | |||||||||
[1] | On March 15, 2021, the Company, substantially settled bonds with related parties amounting to R$ 100,000 and R$ 1,488 , in principal and interest, respectively as follows: 5 th Issuance, 1 st series – R$ 101,488 . In addition, the Company settled only interest on the following bonds: 5 th Issuance, 2 nd series – R$ 1,451 , 6 th Issuance, 2 nd series – R$ 3,613 and 7 th Issuance, single series – R$ 5,663 . This measure is part of a commitment with shareholders as a result of the IPO. | |||||||||
[2] | On August 6, 2021, the subsidiary de S.A. issued R$ 500 million in simple debentures not convertible into shares, subject to compensatory interest of 100 % of DI Interest Deposit rate (CDI), plus spread of 2.30 % per year. The debentures are aimed at reinforcing the Company’s capital structure and elongating the debt maturity profile, which average maturity now stands at 35 months. |
Bonds and financing (Details 3)
Bonds and financing (Details 3) R$ in Thousands | 12 Months Ended |
Dec. 31, 2021BRL (R$) | |
Bonds with Related Parties [member] | Bonds, 5th Issuance, Series 2 [member] | |
Bonds and financing | |
Date of issuance | 08/15/2018 |
Maturity Date | 08/15/2023 |
First payment after | 60 months |
Remuneration payment | Semi-annual interest |
Financials charges | CDI + 1.00% p.a. |
Principal amount | R$ 100 |
Bonds with Related Parties [member] | Bonds, 6th Issuance, Series 2 [member] | |
Bonds and financing | |
Date of issuance | 08/15/2017 |
Maturity Date | 08/15/2022 |
First payment after | 60 months |
Remuneration payment | Semi-annual interest |
Financials charges | CDI + 1.70% p.a. |
Principal amount | R$ 200 |
Bond [Member] | Bonds 1st Issuance Single Series [Member] | |
Bonds and financing | |
Date of issuance | 08/06/2021 |
Maturity Date | 08/05/2024 |
First payment after | 35 months |
Remuneration payment | Semi-annual interest |
Financials charges | CDI + 2.30% p.a. |
Principal amount | R$ 500 |
Bonds and financing (Details 4)
Bonds and financing (Details 4) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Bonds and financing | |||
Current bonds and financing | R$ 281491 | R$ 502882 | |
Total non-current liabilities | 549,735 | 290,459 | |
Total bonds and financing | R$ 831226 | R$ 793341 | R$ 1640947 |
Percentage of non-current bonds and financing | 66.10% | ||
Percentage of bonds and financing | 100.00% | ||
2022 [member] | |||
Bonds and financing | |||
Current bonds and financing | R$ 281491 | ||
Total bonds and financing | R$ 281491 | ||
Percentage of current bonds and financing | 33.90% | ||
2023 [member] | |||
Bonds and financing | |||
Total non-current liabilities | R$ 51063 | ||
Total bonds and financing | R$ 51063 | ||
Percentage of non-current bonds and financing | 6.10% | ||
2024 [member] | |||
Bonds and financing | |||
Total non-current liabilities | R$ 498672 | ||
Percentage of non-current bonds and financing | 60.00% |
Bonds and financing (Details 5
Bonds and financing (Details 5 - Textuals) - Bonds [member] | 12 Months Ended |
Dec. 31, 2021 | |
Bonds and financing | |
Percentage of net debt adjusted EBITDA ratio | 4.47% |
Number of consecutive periods | 2 |
Number of alternate periods | 3 |
2021 [member] | |
Bonds and financing | |
Percentage of net debt adjusted EBITDA ratio | 4.25% |
2022 [member] | |
Bonds and financing | |
Percentage of net debt adjusted EBITDA ratio | 4.00% |
2023 [member] | |
Bonds and financing | |
Percentage of net debt adjusted EBITDA ratio | 3.75% |
2024 [member] | |
Bonds and financing | |
Percentage of net debt adjusted EBITDA ratio | 3.50% |
Suppliers (Details)
Suppliers (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Suppliers | |||
Local suppliers | R$ 132124 | R$ 128639 | |
Related parties | 19,534 | 20,985 | |
Copyright | 15,510 | 19,317 | |
Reverse Factoring | [1] | 97,619 | 110,513 |
Suppliers | R$ 264787 | R$ 279454 | |
[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. The reverse factoring presents maturity dates from up to one |
Suppliers (Details 1 - Textuals
Suppliers (Details 1 - Textuals) | 12 Months Ended |
Dec. 31, 2021 | |
Suppliers | |
Maximum maturity period of reverse factoring | 1 year |
Lease liabilities (Details)
Lease liabilities (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Lease liabilities. | ||||
Average term of lease agreements (in years) | 7 years | |||
Weighted average rate (%) | 14.32% | |||
Reconciliation of changes in lease liabilities | ||||
Opening balance | R$ 173103 | R$ 153714 | ||
Additions for new lease agreements | [1] | 25,513 | 35,925 | |
Renegotiation | (12,439) | |||
Cancelled contracts | (3,481) | (3,429) | R$ 34852 | |
Renegotiation -COVID impact 19 | (448) | (688) | ||
Interest | 14,984 | 15,091 | ||
Payment of interest | (14,692) | (14,675) | (8,685) | |
Payment of principal | (21,998) | (12,835) | (24,021) | |
Closing balance | 160,542 | 173,103 | 153,714 | |
Current liabilities | 26,636 | 18,263 | ||
Non-current liabilities | 133,906 | 154,840 | ||
Total | R$ 160542 | 173,103 | R$ 153714 | |
Term of new sublease agreements (in months) | 36 months | |||
Minimum weighted average rate (%) | 10.30% | |||
Maximum weighted average rate (%) | 10.90% | |||
Short-term lease period (in months) | 12 months | |||
Fixed and variable lease payments, including those related to short-term contracts and to low-value assets | ||||
Fixed Payments | R$ 36689 | 27,510 | ||
Payments related to short-term contracts and low value assets, variable price contracts | 17,775 | 14,278 | ||
Total | R$ 54464 | R$ 41788 | ||
[1] | Refers to new lease agreements which the Company has embedded part of its digital learning solutions. These lease agreements (digital learning) refer to lease terms of 36 months, w 10.3 10.9 |
Contractual obligations and d_3
Contractual obligations and deferred income (Details) - BRL (R$) R$ in Thousands | 1 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Contract obligations and deferred income | ||||
Contractual obligations and deferred income | R$ 46165 | R$ 53707 | ||
Current | 46,037 | 47,169 | ||
Non-current | 128 | 6,538 | ||
Contractual obligations and deferred income | 46,165 | 53,707 | ||
Refund liability | ||||
Contract obligations and deferred income | ||||
Contractual obligations and deferred income | [1] | 37,122 | 42,005 | |
Contractual obligations and deferred income | [1] | 37,122 | 42,005 | |
Sales of 'employees' payroll | ||||
Contract obligations and deferred income | ||||
Contractual obligations and deferred income | 783 | 2,348 | ||
Contractual obligations and deferred income | 783 | 2,348 | ||
Deferred income in leaseback agreement | ||||
Contract obligations and deferred income | ||||
Contractual obligations and deferred income | [2] | 5,678 | 6,665 | |
Contractual obligations and deferred income | [2] | 5,678 | 6,665 | |
Other contractual obligations | ||||
Contract obligations and deferred income | ||||
Contractual obligations and deferred income | 2,582 | 2,689 | ||
Contractual obligations and deferred income | R$ 2582 | R$ 2689 | ||
Somos - Anglo (Predecessor) | Deferred income in leaseback agreement | ||||
Contract obligations and deferred income | ||||
Proceeds from sale of property, plant and equipment | R$ 25500 | |||
Deferred income | R$ 9104 | |||
Lease term of the property | 120 months | |||
[1] | Refers to the customer’s right to return products, as mentioned in Note 11 | |||
[2] | In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500 . This transaction included deferred income of R$ 9,104 , which has been appropriated according to the lease term of the property ( 120 months). |
Accounts payable for business_3
Accounts payable for business combination (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts payable for business combination | |||
Current | R$ 20502 | R$ 17132 | |
Non-current | 511,811 | 30,923 | |
Total | 532,313 | 48,055 | R$ 10941 |
Pluri | |||
Accounts payable for business combination | |||
Total | 3,251 | 12,817 | |
Mind Makers | |||
Accounts payable for business combination | |||
Total | 7,044 | 15,000 | |
Livro Fácil | |||
Accounts payable for business combination | |||
Total | 14,055 | 15,907 | |
Meritt | |||
Accounts payable for business combination | |||
Total | 3,347 | 4,331 | |
SEL | |||
Accounts payable for business combination | |||
Total | 26,935 | ||
Redação Nota 1000 | |||
Accounts payable for business combination | |||
Total | 7,230 | ||
EMME | |||
Accounts payable for business combination | |||
Total | 12,780 | ||
Editora De Gouges S.A ("De Gouges") | |||
Accounts payable for business combination | |||
Total | R$ 457671 |
Accounts payable for business_4
Accounts payable for business combination (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of changes in accounts payable for business combination | |||
Opening balance | R$ 48055 | R$ 10941 | |
Additions | 703,257 | 58,857 | |
Payment | (224,448) | (26,389) | |
Interest payment | (1,571) | ||
Interest adjustment | 8,158 | 1,568 | |
Remeasurement | (1,138) | (3,078) | |
Closing balance | R$ 532313 | R$ 48055 | R$ 10941 |
Accounts payable for business_5
Accounts payable for business combination (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts payable for business combination | |||
Total | R$ 532313 | R$ 48055 | R$ 10941 |
Total (%) | 100.00% | 100.00% | |
Not later than one year [member] | |||
Accounts payable for business combination | |||
Total | R$ 20502 | R$ 17132 | |
Total (%) | 3.90% | 35.70% | |
Later than one year and not later than two years [member] | |||
Accounts payable for business combination | |||
Total | R$ 35685 | R$ 13811 | |
Total (%) | 6.70% | 28.70% | |
Later than two years and not later than three years [member] | |||
Accounts payable for business combination | |||
Total | R$ 166730 | R$ 17112 | |
Total (%) | 31.30% | 35.60% | |
Later than three years and not later than four years [member] | |||
Accounts payable for business combination | |||
Total | R$ 153264 | ||
Total (%) | 28.80% | ||
Later than four years and not later than five years [member] | |||
Accounts payable for business combination | |||
Total | R$ 156132 | ||
Total (%) | 29.30% |
Salaries and Social Contribut_3
Salaries and Social Contribution (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Salaries and Social Contribution | |||
Salaries payable | R$ 22348 | R$ 15891 | |
Social contribution payable | [1] | 23,926 | 30,511 |
Provision for vacation pay and 13th salary | 10,616 | 15,920 | |
Provision for profit sharing | [2] | 5,923 | 5,880 |
Others | 16 | 921 | |
Total | R$ 62829 | R$ 69123 | |
[1] | Refers to the effect of social contribution over restricted share units' compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on a monthly basis according to the Company’s share price. | ||
[2] | The provision for profit sharing is based on qualitative and quantitative metrics determined by Management |
Related parties (Details)
Related parties (Details) - BRL (R$) R$ in Thousands | Jan. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Related parties | ||||||
Other receivables | R$ 501 | [1] | R$ 2070 | [2] | ||
Trade receivables | 46,824 | 22,791 | ||||
Indemnification asset | 160,470 | 153,714 | ||||
Other payments | 39,271 | [3] | 135,307 | [4] | ||
Loans | [5] | 20,884 | ||||
Suppliers | 19,533 | 20,985 | ||||
Bonds | 315,764 | 792,343 | ||||
Acel Administracao de Cursos Educacionais Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 6,482 | 2,899 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 474 | 36 | ||||
Bonds | ||||||
Anhanguera Educacional Participacoes SA. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 413 | 413 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | ||||||
Bonds | ||||||
Centro Educacional Leonardo Da Vinci SS | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 63 | |||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 6 | |||||
Bonds | ||||||
Cogna Educacao S.A. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | ||||||
Indemnification asset | 160,470 | 153,714 | ||||
Other payments | 3,021 | [3] | 1,354 | [4] | ||
Loans | [5] | 20,884 | ||||
Suppliers | ||||||
Bonds | 315,764 | 691,451 | ||||
Repayment of loan | R$ 20884 | |||||
Colegio Ambiental Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 805 | 315 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | ||||||
Bonds | ||||||
Colegio JAO Ltda. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 4,974 | 772 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 33 | |||||
Bonds | ||||||
Colegio Manauara Lato Sensu Ltda. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 3,291 | 2,838 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 458 | 173 | ||||
Bonds | ||||||
Colegio Manauara Cidade Nova Ltda. | ||||||
Related parties | ||||||
Trade receivables | 395 | |||||
Suppliers | ||||||
Colegio Motivo Ltda. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 1,250 | |||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 249 | |||||
Bonds | ||||||
Colegio Visao Eireli | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 132 | 115 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 13 | |||||
Bonds | ||||||
Colégio Cidade Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 397 | 155 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 15 | |||||
Bonds | ||||||
COLEGIO DO SALVADOR LTDA | ||||||
Related parties | ||||||
Trade receivables | 1 | |||||
Suppliers | ||||||
Curso e Colegio Coqueiro Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 434 | 188 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 20 | |||||
Bonds | ||||||
ECSA Escola A Chave do Saber Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 1,444 | 435 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 16 | |||||
Bonds | ||||||
Editora Atica S.A. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 2,207 | 1,193 | ||||
Indemnification asset | ||||||
Other payments | 20,040 | [3] | 72,158 | [4] | ||
Loans | ||||||
Suppliers | 9,239 | 7,392 | ||||
Bonds | ||||||
Editora E Distribuidora Educacional S.A | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 436 | 528 | ||||
Indemnification asset | ||||||
Other payments | 15,754 | [3] | 9,547 | [4] | ||
Loans | ||||||
Suppliers | 88 | 89 | ||||
Bonds | ||||||
Editora Scipione S.A. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 445 | 414 | ||||
Indemnification asset | ||||||
Other payments | 211 | [3] | 13,408 | [4] | ||
Loans | ||||||
Suppliers | 556 | 1,386 | ||||
Bonds | ||||||
Educacao Inovacao e Tecnologia S.A. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | ||||||
Indemnification asset | ||||||
Other payments | 128 | [3] | 229 | [4] | ||
Loans | ||||||
Suppliers | 0 | |||||
Bonds | ||||||
EDUFOR Servicos Educacionais Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 10 | |||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Bonds | ||||||
Escola Mater Christi Ltda. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 765 | 216 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 139 | 104 | ||||
Bonds | ||||||
Escola Riacho Doce Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 253 | |||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 24 | |||||
Bonds | ||||||
Maxiprint Editora Ltda. | ||||||
Related parties | ||||||
Other receivables | 13 | [2] | ||||
Trade receivables | 1,205 | 367 | ||||
Indemnification asset | ||||||
Other payments | 117 | [3] | ||||
Loans | ||||||
Suppliers | 76 | 26 | ||||
Bonds | ||||||
Nucleo Brasileiro de Estudos Avancados Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 420 | 391 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 45 | |||||
Bonds | ||||||
Papelaria Brasiliana Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 644 | 1,478 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | ||||||
Bonds | ||||||
Pitagoras Sistema De Educacao Superior Ltda. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 76 | 127 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | ||||||
Bonds | ||||||
Saber Servicos Educacionais S.A. | ||||||
Related parties | ||||||
Other receivables | 14 | [1] | 1,686 | [2] | ||
Trade receivables | 7,269 | 3,710 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 578 | 2,658 | ||||
Bonds | 100,892 | |||||
Saraiva Educacao S.A. | ||||||
Related parties | ||||||
Other receivables | 365 | [1] | ||||
Trade receivables | 1,179 | 804 | ||||
Indemnification asset | ||||||
Other payments | 36,454 | [4] | ||||
Loans | ||||||
Suppliers | 5,136 | 8,010 | ||||
Bonds | ||||||
SGE Comercio De Material Didatico Ltda. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 6 | |||||
Indemnification asset | ||||||
Other payments | 41 | [4] | ||||
Loans | ||||||
Suppliers | 1,687 | 661 | ||||
Bonds | ||||||
Sistema P H De Ensino Ltda. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 4,421 | 2,348 | ||||
Indemnification asset | ||||||
Other payments | 2,116 | [4] | ||||
Loans | ||||||
Suppliers | 177 | 163 | ||||
Bonds | ||||||
Sociedade Educacional Alphaville Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 1,257 | 190 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 1 | |||||
Bonds | ||||||
Sociedade Educacional Doze De Outubro Ltda. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 734 | 231 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 47 | 36 | ||||
Bonds | ||||||
Sociedade Educacional Parana Ltda. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 91 | |||||
Indemnification asset | ||||||
Other payments | ||||||
Suppliers | 11 | |||||
Bonds | ||||||
Sociedade Educacional NEODNA Cuiaba Ltda | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 101 | |||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Bonds | ||||||
Somos Idiomas S.A. | ||||||
Related parties | ||||||
Other receivables | 122 | [1] | 79 | [2] | ||
Trade receivables | ||||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | ||||||
Bonds | ||||||
Somos Operacoes Escolares S.A. | ||||||
Related parties | ||||||
Other receivables | 292 | [2] | ||||
Trade receivables | 3,305 | 980 | ||||
Indemnification asset | ||||||
Other payments | ||||||
Loans | ||||||
Suppliers | 29 | |||||
Bonds | ||||||
SSE Serviços Educacionais Ltda. | ||||||
Related parties | ||||||
Other receivables | ||||||
Trade receivables | 3,602 | |||||
Indemnification asset | ||||||
Other payments | ||||||
Suppliers | 665 | |||||
Bonds | ||||||
[1] | Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the Company to Group | |||||
[2] | Refers to other receivables related to cost sharing agreements where substantially Saber (“Saber”), a Group entity, takes services from the Company. | |||||
[3] | Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses shared with Group. | |||||
[4] | Refers substantially to “Reverse Factoring” contracts for raw material purchases, specifically graphics and paper, which the Company reimburses and . See item a, below. | |||||
[5] | Until December 31, 2020 the Company held a loan agreement with S,A, in the amount of R$ 20,884 that was paid on January 21, 2021. |
Related parties (Details 2)
Related parties (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Transactions held with Related parties | ||||
Revenues | R$ 28663 | R$ 33822 | R$ 12700 | |
Finance costs | 25,859 | [1] | 55,679 | 92,583 |
Cost Sharing | 37,514 | 48,133 | ||
Sublease | 15,939 | 21,683 | ||
Acel Administracao de Cursos Educacionais Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 2,790 | 1,230 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Centro Educacional Leonardo Da Vinci SS | ||||
Transactions held with Related parties | ||||
Revenues | 41 | 1,319 | 511 | |
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Cogna Educacao S.A. | ||||
Transactions held with Related parties | ||||
Revenues | ||||
Finance costs | 25,859 | [1] | 48,432 | 86,839 |
Cost Sharing | ||||
Sublease | ||||
Colegio Ambiental Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 496 | |||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Colégio Cidade Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 146 | |||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Colegio JAO Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 1,582 | 387 | 311 | |
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Colegio Manauara Lato Sensu Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 1,903 | 3,139 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Colegio Manauara Cidade Nova Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 275 | |||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Colegio Motivo Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 35 | 1,308 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Colegio Visao Eireli | ||||
Transactions held with Related parties | ||||
Revenues | 287 | |||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Curso e Colegio Coqueiro Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 268 | |||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
ECSA Escola A Chave do Saber Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 593 | 657 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Editora Atica S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 5,374 | 7,287 | ||
Finance costs | 229 | |||
Cost Sharing | 6,130 | 11,989 | ||
Sublease | 13,153 | 15,364 | ||
Editora E Distribuidora Educacional S.A | ||||
Transactions held with Related parties | ||||
Revenues | 1,841 | 469 | ||
Finance costs | ||||
Cost Sharing | 31,384 | 36,144 | ||
Sublease | 1,489 | |||
Editora Scipione S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 1,341 | 1,551 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Escola Mater Christi Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 311 | 246 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Escola Riacho Doce Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 77 | |||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Maxiprint Editora Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 1,107 | 612 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Nucleo Brasileiro de Estudos Avancados Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 276 | 423 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Papelaria Brasiliana Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 249 | 1,287 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Saber Servicos Educacionais S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 900 | 1,254 | 4,642 | |
Finance costs | 6,740 | 5,744 | ||
Cost Sharing | ||||
Sublease | 729 | |||
Saraiva Educacao S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 2,405 | 3,364 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | 2,528 | 3,739 | ||
Sistema P H De Ensino Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 4,417 | 5,776 | 1,909 | |
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Sociedade Educacional Alphaville Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 414 | 317 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Sociedade Educacional Doze De Outubro Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 360 | 295 | 1,770 | |
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Sociedade Educacional NEODNA Cuiaba Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 224 | 367 | 1,307 | |
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Sociedade Educacional Parana Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 795 | |||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
SOE Operações Escolares SA. | ||||
Transactions held with Related parties | ||||
Revenues | 1,086 | |||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
SSE Serviços Educacionais Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 1,463 | |||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Somos Educacao S.A. | ||||
Transactions held with Related parties | ||||
Revenues | ||||
Finance costs | 278 | |||
Cost Sharing | ||||
Sublease | ||||
Somos Idiomas S.A. | ||||
Transactions held with Related parties | ||||
Revenues | ||||
Finance costs | ||||
Cost Sharing | ||||
Sublease | 258 | |||
Somos Operacoes Escolares S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 243 | 1,647 | ||
Finance costs | ||||
Cost Sharing | ||||
Sublease | ||||
Others | ||||
Transactions held with Related parties | ||||
Revenues | 134 | |||
Finance costs | ||||
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$)Number | Nov. 11, 2019BRL (R$) | Nov. 06, 2019BRL (R$) | May 31, 2021BRL (R$) | Dec. 31, 2021BRL (R$) | Dec. 31, 2020BRL (R$) | ||
Transactions held with Related parties | ||||||||
Other payments | R$ 39271 | [1] | R$ 135307 | [2] | ||||
Indemnification asset | 160,470 | 153,714 | ||||||
Cost Sharing | R$ 37514 | 48,133 | ||||||
Copyright license | ||||||||
Transactions held with Related parties | ||||||||
Agreement term | 3 years | |||||||
Editora E Distribuidora Educacional S.A | ||||||||
Transactions held with Related parties | ||||||||
Settlement of reverse factoring supplier liabilities to related party, related party transactions | R$ 83922 | |||||||
Other payments | R$ 39271 | 135,307 | ||||||
Related parties | ||||||||
Transactions held with Related parties | ||||||||
Cost Sharing | 37,514 | R$ 48133 | ||||||
Related parties | Trademark license | ||||||||
Transactions held with Related parties | ||||||||
Trademark | R$ 0 | R$ 0 | ||||||
Agreement term | 20 years | |||||||
Number of license agreements | Number | 2 | |||||||
Related parties | Editora E Distribuidora Educacional S.A | Copyright license | ||||||||
Transactions held with Related parties | ||||||||
Copyright license | R$ 0 | |||||||
Agreement term | 3 years | |||||||
Related parties | Editora E Distribuidora Educacional S.A | Trademark license | ||||||||
Transactions held with Related parties | ||||||||
Trademark | R$ 0 | |||||||
Agreement term | 20 years | |||||||
[1] | Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses shared with Group. | |||||||
[2] | Refers substantially to “Reverse Factoring” contracts for raw material purchases, specifically graphics and paper, which the Company reimburses and . See item a, below. |
Related parties (Details 4)
Related parties (Details 4) - BRL (R$) R$ in Thousands | Nov. 21, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Transactions held with Related parties | |||
Income from lease and sublease agreements | R$ 15939 | R$ 21683 | |
Related parties | |||
Transactions held with Related parties | |||
Income from lease and sublease agreements | 15,939 | 21,683 | |
Editora E Distribuidora Educacional S.A | |||
Transactions held with Related parties | |||
Income from lease and sublease agreements | R$ 1489 | ||
Editora E Distribuidora Educacional S.A | Somos Sistemas De Ensino Sa [Member] | |||
Transactions held with Related parties | |||
Commercial sublease agreement, Monthly payments | R$ 390 | ||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | ||
Commercial sublease agreement, Rate | Inflation index | ||
Commercial sublease agreement, State of the property in use | São Paulo (São Paulo) | ||
Somos Sistemas De Ensino Sa [Member] | Editora Scipione S.A. | |||
Transactions held with Related parties | |||
Commercial lease agreement, Monthly payments | R$ 35 | ||
Commercial lease agreement, Maturity | 60 months | ||
Commercial lease agreement, Rate | Inflation index | ||
Commercial lease agreement, State of the property in use | Pernambuco (Recife) | ||
Somos Sistemas De Ensino Sa [Member] | Editora Atica S.A. | |||
Transactions held with Related parties | |||
Commercial lease agreement, Monthly payments | R$ 30 | ||
Commercial lease agreement, Maturity | 60 months | ||
Commercial lease agreement, Rate | Inflation index | ||
Commercial lease agreement, State of the property in use | Bahia (Salvador) | ||
Commercial sublease agreement, Monthly payments | R$ 439 | ||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | ||
Commercial sublease agreement, Rate | Inflation index | ||
Commercial sublease agreement, State of the property in use | São Paulo (São José dos Campos) | ||
Somos Sistemas De Ensino Sa [Member] | SGE Comercio De Material Didatico Ltda. | |||
Transactions held with Related parties | |||
Commercial sublease agreement, Monthly payments | R$ 15 | ||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | ||
Commercial sublease agreement, Rate | Inflation index | ||
Commercial sublease agreement, State of the property in use | São Paulo (São José dos Campos) | ||
Somos Sistemas De Ensino Sa [Member] | Somos Idiomas S.A. | |||
Transactions held with Related parties | |||
Commercial sublease agreement, Monthly payments | R$ 3 | ||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | ||
Commercial sublease agreement, Rate | Inflation index | ||
Commercial sublease agreement, State of the property in use | São Paulo (São José dos Campos) | ||
Somos Sistemas De Ensino Sa [Member] | Saraiva Educacao S.A. | |||
Transactions held with Related parties | |||
Commercial sublease agreement, Monthly payments | R$ 113 | ||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | ||
Commercial sublease agreement, Rate | Inflation index | ||
Commercial sublease agreement, State of the property in use | São Paulo (São José dos Campos) | ||
Somos Sistemas De Ensino Sa [Member] | Livraria Livro Fácil Ltda. ("Livro Fácil") | |||
Transactions held with Related parties | |||
Commercial sublease agreement, Monthly payments | R$ 82 | ||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | ||
Commercial sublease agreement, Rate | Inflation index | ||
Commercial sublease agreement, State of the property in use | São Paulo (São José dos Campos) | ||
Somos Sistemas De Ensino Sa [Member] | Editora E Distribuidora Educacional S.A | |||
Transactions held with Related parties | |||
Commercial sublease agreement, Monthly payments | R$ 43 | ||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | ||
Commercial sublease agreement, Rate | Inflation index | ||
Commercial sublease agreement, State of the property in use | São Paulo (São José dos Campos) | ||
Mind Makers Editora Educacional (“Mind Makers”) | |||
Transactions held with Related parties | |||
Aggregate amount of Guarantees related to finance | R$ 1676 |
Related parties (Details 5)
Related parties (Details 5) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related parties | |||
Short-term employee benefits | R$ 4685 | R$ 6982 | R$ 11430 |
Share-based compensation plan | 8,305 | 33,594 | 1,372 |
Total key management personnel compensation expenses | R$ 12990 | R$ 40576 | R$ 12802 |
Provision for tax, civil and _3
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | R$ 645619 | R$ 582315 | ||
Liabilities assumed in Business Combination | 1,231 | 31,618 | ||
Total of provision for tax, civil and labor losses | 646,850 | 613,933 | R$ 609007 | |
Tax proceedings (i) | ||||
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | [1] | 607,084 | 575,724 | |
Total of provision for tax, civil and labor losses | 607,084 | 575,724 | 557,783 | |
Labor proceedings (ii) | ||||
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | [2] | 38,159 | 6,591 | |
Liabilities assumed in Business Combination | [2] | 31,305 | ||
Total of provision for tax, civil and labor losses | 38,159 | 37,896 | 51,193 | |
Civil proceedings | ||||
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | 376 | |||
Liabilities assumed in Business Combination | 1,231 | 313 | ||
Total of provision for tax, civil and labor losses | R$ 1607 | R$ 313 | R$ 31 | |
[1] | Primarily refers to income tax positions taken by Somos (Vasta Predecessor) and the Company (Successor) in connection with a corporate restructuring held by the predecessor in 2010 2018 2018 | |||
[2] | The Company is a party to labor demands, which mostly refer to proportional vacation, salary difference, night shift premium, overtime and social charges, among others. There are no individual labor demands with material amounts that require specific disclosure, |
Provision for tax, civil and _4
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in provision | ||
Beginning balance | R$ 613933 | R$ 609007 |
Additions | 3,594 | 13,174 |
Additions through business combination | 1,231 | |
Reversals | (5,580) | (13,829) |
Interest | 34,300 | 13,297 |
Total effect on the result | 32,314 | 12,642 |
Payments | (628) | (7,716) |
Ending balance | 646,850 | 613,933 |
Reconciliation with profit or loss for the period | ||
Finance expense | (34,300) | (13,297) |
General and administrative expenses | (3,594) | (13,174) |
General and administrative expenses | 5,580 | 13,829 |
Addition (Total) | (3,594) | (13,174) |
Reversal (Total) | 5,580 | 13,829 |
Interest (Total) | (34,300) | (13,297) |
Tax proceedings (i) | ||
Changes in provision | ||
Beginning balance | 575,724 | 557,783 |
Additions | 16 | 10,651 |
Additions through business combination | ||
Reversals | (262) | (4,189) |
Interest | 31,623 | 11,479 |
Total effect on the result | 31,377 | 17,941 |
Payments | (17) | |
Ending balance | 607,084 | 575,724 |
Reconciliation with profit or loss for the period | ||
Addition (Total) | (16) | (10,651) |
Reversal (Total) | 262 | 4,189 |
Interest (Total) | (31,623) | (11,479) |
Labor proceedings (ii) | ||
Changes in provision | ||
Beginning balance | 37,896 | 51,193 |
Additions | 3,468 | 2,093 |
Additions through business combination | ||
Reversals | (5,294) | (9,538) |
Interest | 2,636 | 1,805 |
Total effect on the result | 810 | (5,640) |
Payments | (547) | (7,657) |
Ending balance | 38,159 | 37,896 |
Reconciliation with profit or loss for the period | ||
Addition (Total) | (3,468) | (2,093) |
Reversal (Total) | 5,294 | 9,538 |
Interest (Total) | (2,636) | (1,805) |
Civil proceedings | ||
Changes in provision | ||
Beginning balance | 313 | 31 |
Additions | 110 | 430 |
Additions through business combination | 1,231 | |
Reversals | (24) | (102) |
Interest | 41 | 13 |
Total effect on the result | 127 | 341 |
Payments | (64) | (59) |
Ending balance | 1,607 | 313 |
Reconciliation with profit or loss for the period | ||
Addition (Total) | (110) | (430) |
Reversal (Total) | 24 | 102 |
Interest (Total) | R$ 41 | R$ 13 |
Provision for tax, civil and _5
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | [1] | R$ 160470 | R$ 153714 |
Total | 178,824 | 172,748 | |
Cogna Group | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | 1,998 | 2,003 | |
Tax proceedings | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | 2,300 | 2,004 | |
Escrow-account (ii) | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | [2] | R$ 14055 | R$ 15027 |
[1] | Refers to an indemnification asset of the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 160,470 153,714 20 | ||
[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. |
Provision for tax, civil and _6
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details 4 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | [1] | R$ 160470 | R$ 153714 |
Cogna Group | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | 1,998 | 2,003 | |
Cogna Group | Somos Sistemas [Member] | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | R$ 160470 | R$ 153714 | |
Interest rate basis | CDI (Certificates of Interbank Deposits). | ||
[1] | Refers to an indemnification asset of the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 160,470 153,714 20 |
Current and Deferred Income T_3
Current and Deferred Income Tax and Social Contribution (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current and Deferred Income Tax and Social Contribution | |||
Loss before income tax and social contribution for the year | R$ 155843 | 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$ 52987 | R$ 24158 | R$ 30707 |
Permanent Additions | (7,265) | 1,246 | (1,100) |
Additional IRPJ | 24 | ||
Impairment write-off on Tax loss carryforward | (8,657) | ||
Total IRPJ and CSLL | 37,089 | 25,404 | 29,607 |
Current IRPJ and CSLL in the result | (11,297) | 7,874 | (22,113) |
Deferred IRPJ and CSLL in the result | 48,386 | 17,530 | 51,720 |
Income tax and social contribution | R$ 37089 | R$ 25404 | R$ 29607 |
Effective tax rate of Income and social contribution tax expenses | 24.00% | 36.00% | 33.00% |
Current and Deferred Income T_4
Current and Deferred Income Tax and Social Contribution (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||||
Deferred Assets, net at beginning of period | R$ 130405 | R$ 88546 | R$ 57340 | R$ 87971 | |||||
First adoption of IFRS 16 | 1,508 | ||||||||
Effect on profit (loss) | 48,386 | 17,530 | 51,720 | ||||||
Deferred tax on business combination | (6,527) | ||||||||
Effect on Parent's Equity | 13,676 | [1] | (83,859) | ||||||
Deferred Assets, net at end of period | 130,405 | 88,546 | 57,340 | 87,971 | |||||
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 | 307,319 | 182,257 | [2] | 31,353 | [2] | 110,499 | [2] | ||
First adoption of IFRS 16 | [2] | ||||||||
Effect on profit (loss) | 125,062 | 137,228 | [2] | 6,573 | [2] | ||||
Deferred tax on business combination | |||||||||
Effect on Parent's Equity | 13,676 | [1],[2] | (85,719) | ||||||
Deferred Assets, net at end of period | 307,319 | 182,257 | [2] | 31,353 | [2] | 110,499 | [2] | ||
Impairment losses on trade receivables | |||||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||||
Deferred Assets, net at beginning of period | 13,010 | 9,543 | 6,730 | 6,532 | |||||
First adoption of IFRS 16 | |||||||||
Effect on profit (loss) | 3,467 | 2,813 | 1,129 | ||||||
Deferred tax on business combination | |||||||||
Effect on Parent's Equity | [1] | (931) | |||||||
Deferred Assets, net at end of period | 13,010 | 9,543 | 6,730 | 6,532 | |||||
Provision for obsolete inventories | |||||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||||
Deferred Assets, net at beginning of period | (1,262) | 3,263 | 7,753 | 24,619 | |||||
First adoption of IFRS 16 | |||||||||
Effect on profit (loss) | (4,525) | (4,490) | (19,289) | ||||||
Deferred tax on business combination | |||||||||
Effect on Parent's Equity | [1] | 2,423 | |||||||
Deferred Assets, net at end of period | (1,262) | 3,263 | 7,753 | 24,619 | |||||
Imputed interest on suppliers | |||||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||||
Deferred Assets, net at beginning of period | (2,157) | (744) | (3,303) | (10,366) | |||||
First adoption of IFRS 16 | |||||||||
Effect on profit (loss) | (1,413) | 2,559 | 8,477 | ||||||
Deferred tax on business combination | |||||||||
Effect on Parent's Equity | [1] | (1,414) | |||||||
Deferred Assets, net at end of period | (2,157) | (744) | (3,303) | (10,366) | |||||
Provision for risks of tax, civil and labor losses | |||||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||||
Deferred Assets, net at beginning of period | 20,025 | 19,138 | 20,189 | 5,867 | |||||
First adoption of IFRS 16 | |||||||||
Effect on profit (loss) | 887 | (1,051) | 15,497 | ||||||
Deferred tax on business combination | |||||||||
Effect on Parent's Equity | [1] | (1,175) | |||||||
Deferred Assets, net at end of period | 20,025 | 19,138 | 20,189 | 5,867 | |||||
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 | 9,470 | 10,903 | 14,998 | 17,967 | |||||
First adoption of IFRS 16 | |||||||||
Effect on profit (loss) | (1,433) | (4,095) | (6,170) | ||||||
Deferred tax on business combination | |||||||||
Effect on Parent's Equity | [1] | 3,201 | |||||||
Deferred Assets, net at end of period | 9,470 | 10,903 | 14,998 | 17,967 | |||||
Lease Liabilities | |||||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||||
Deferred Assets, net at beginning of period | 6,660 | 4,764 | 3,594 | ||||||
First adoption of IFRS 16 | 1,508 | ||||||||
Effect on profit (loss) | 1,896 | 1,170 | 1,308 | ||||||
Deferred tax on business combination | |||||||||
Effect on Parent's Equity | [1] | 778 | |||||||
Deferred Assets, net at end of period | 6,660 | 4,764 | 3,594 | ||||||
Fair value adjustments on business combination and goodwill amortization | |||||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||||
Deferred Assets, net at beginning of period | [4] | (248,628) | [3] | (150,598) | [3] | (30,486) | (77,892) | ||
First adoption of IFRS 16 | [4] | ||||||||
Effect on profit (loss) | [4] | (90,588) | [3] | (120,112) | 46,574 | ||||
Deferred tax on business combination | [4] | (7,442) | |||||||
Effect on Parent's Equity | [4] | [1] | 832 | ||||||
Deferred Assets, net at end of period | [4] | (248,628) | [3] | (150,598) | [3] | (30,486) | (77,892) | ||
Other temporary difference | |||||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||||
Deferred Assets, net at beginning of period | 25,968 | 10,020 | 6,512 | 10,745 | |||||
First adoption of IFRS 16 | |||||||||
Effect on profit (loss) | 15,033 | 3,508 | (2,379) | ||||||
Deferred tax on business combination | 915 | ||||||||
Effect on Parent's Equity | [1] | (1,854) | |||||||
Deferred Assets, net at end of period | R$ 25968 | R$ 10020 | R$ 6512 | R$ 10745 | |||||
[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] | Goodwill and fair value adjustments on business combination comprise three | ||||||||
[4] | Goodwill and fair value adjustments on business combination comprise three |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | 12 Months Ended | |
Dec. 31, 2021shares | ||
Share Capital | ||
Number of shares issued at beginning of period | 83,011,585 | |
Remuneration | ||
Bonus IPO | 298,268 | [1] |
ILP exercised | 45,434 | [2] |
Premium recognized | 38,564 | [3] |
Number of shares issued at end of period | 83,393,851 | |
Class A common shares | ||
Share Capital | ||
Number of shares issued at beginning of period | 18,575,492 | |
Remuneration | ||
Bonus IPO | 298,268 | [1] |
ILP exercised | 45,434 | [2] |
Premium recognized | 38,564 | [3] |
Number of shares issued at end of period | 18,957,758 | |
Class B common shares | ||
Share Capital | ||
Number of shares issued at beginning of period | 64,436,093 | |
Remuneration | ||
Bonus IPO | [1] | |
ILP exercised | [2] | |
Premium recognized | [3] | |
Number of shares issued at end of period | 64,436,093 | |
[1] | The Company issued 298,268 class A share units as part of Bonus IPO remuneration, which were granted to eligible executives and employees. These share units represented R$ 29,124 (net of withholding taxes) previously provisioned in Share Based Compensation Reserves (granted) and transferred to Share Based Compensation Reserves (vested) – exercised in the Consolidated Statement of Changes in Shareholders’ Equity. The Bonus IPO was conditioned to a 1-year lockup period expir ed in July 2021. The corresponding labor charges in 2021 amounted to R$ 21,456 . | |
[2] | As result of the carve-out process, as described in Note 1 . 2 executives and employees (eligible) were transferred to the Company. Those eligible executives and employees were part of the Plan and their plans were migrated to the ILP Plan, as described in Note 23 c. In as much as those eligible parties exercise their plan, the Company delivers a fixed quantity of share units to them. The amount provisioned previously in Share based Compensation Reserves (granted) in the Consolidated Statement of Changes in Shareholders’ Equity on December 31, 2021 is R$ 58 and was transferred to Share based compensation reserves (vested) – exercised. The corresponding labor charges in 2021 amounted to R$ 70 . | |
[3] | The Company remunerated part of its executives based on restricted share units. The amount provisioned and paid in 2021 was R$ 1,861 (net of withholding taxes), see Share Based Compensation Reserves (granted) and subsequently vested to Share based compensation reserves (vested). Labor charges in 2021 to R$ 1,538 . |
Shareholder's Equity (Details 1
Shareholder's Equity (Details 1) - shares | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 22, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | |
Share Capital | ||||
Total number of shares issued | 83,393,851 | 83,393,851 | 83,011,585 | |
Treasury shares | ||||
Share Capital | ||||
Total number of shares issued | 1,000,000 | |||
Cogna Group | ||||
Share Capital | ||||
Total number of shares issued | 64,436,093 | |||
Free Float | ||||
Share Capital | ||||
Total number of shares issued | 17,957,758 | |||
Class A common shares | ||||
Share Capital | ||||
Total number of shares issued | 18,957,758 | 18,575,492 | 18,575,492 | |
Total percentage of shares issued | 2273.00% | |||
Class A common shares | Treasury shares | ||||
Share Capital | ||||
Total number of shares issued | 1,000,000 | |||
Class A common shares | Cogna Group | ||||
Share Capital | ||||
Total number of shares issued | ||||
Class A common shares | Free Float | ||||
Share Capital | ||||
Total number of shares issued | 17,957,758 | 18,957,758 | 18,575,492 | |
Class B common shares | ||||
Share Capital | ||||
Total number of shares issued | 64,436,093 | 64,436,093 | ||
Total percentage of shares issued | 7727.00% | |||
Class B common shares | Treasury shares | ||||
Share Capital | ||||
Total number of shares issued | ||||
Class B common shares | Cogna Group | ||||
Share Capital | ||||
Total number of shares issued | 64,436,093 | 64,436,093 | 64,436,093 | |
Class B common shares | Free Float | ||||
Share Capital | ||||
Total number of shares issued |
Shareholder's Equity (Details 2
Shareholder's Equity (Details 2) - BRL (R$) R$ / shares in Units, R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Earning per share | ||||
Loss Attributable to Shareholder´s | R$ 118754 | R$ 45649 | R$ 60708 | |
Weighted average number of ordinary shares outstanding | [1] | 82,254,000 | 83,012,000 | 83,012,000 |
Effects of diluition of ordinary potential shares- weighted averaged | 851,000 | 1,344,000 | ||
Basic erning (loss) per share - R$ | R$ 1.44 | R$ 0.55 | R$ 0.73 | |
Diluted erning (loss) per share - R$ | R$ 1.44 | R$ 0.55 | R$ 0.73 | |
Share based- compensation ("Long term Plan") | ||||
Earning per share | ||||
Effects of diluition of ordinary potential shares- weighted averaged | [2] | 829,000 | 903,000 | |
Share based - compensation ("Bonus IPO") | ||||
Earning per share | ||||
Effects of diluition of ordinary potential shares- weighted averaged | [2] | 411 | ||
Share based plan Migrated Cogna to Vasta | ||||
Earning per share | ||||
Effects of diluition of ordinary potential shares- weighted averaged | [3] | 22,000 | 30,000 | |
[1] | The Company has not changed its number of voting rights since the IPO on July 31, 2020. | |||
[2] | Refers to the share-based payments plans (“ILP”) and Bonus IPO. | |||
[3] | Refers to the Cogna Plan migrated to the Vasta Plan as a result of the restructuring in 2020 |
Shareholder's Equity (Details 3
Shareholder's Equity (Details 3 - Textuals 1) - BRL (R$) R$ / shares in Units, R$ in Thousands | Jul. 23, 2020 | Jul. 23, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 22, 2021 | Jul. 31, 2020 | |
Share Capital | |||||||
Proportion of ownership interest in subsidiary | 100.00% | 100.00% | |||||
Capital contribution | R$ 2426 | ||||||
Number of shares issued and outstanding | 83,393,851 | 83,011,585 | 83,393,851 | ||||
Maximum percentage of shares authorized for issuance | 300.00% | ||||||
Bonus IPO | [1] | 298,268 | |||||
Share-based compensation reserve for vested [member] | |||||||
Share Capital | |||||||
Capital contribution | |||||||
Class A common shares | |||||||
Share Capital | |||||||
Number of shares issued and outstanding | 18,957,758 | 18,575,492 | 18,575,492 | ||||
Number of shares approved for issuance | 382,266 | ||||||
Par value per share | R$ 5 | ||||||
Bonus IPO | [1] | 298,268 | |||||
Class A common shares | Share-based compensation reserve for vested [member] | |||||||
Share Capital | |||||||
Increase (decrease) through exercise of Bonus IPO, net of withholding taxes | R$ 29124 | ||||||
Bonus IPO, lockup period | 1 year | ||||||
Labor charges from Bonus IPO | R$ 21456 | ||||||
Increase (decrease) through exercise of long-term compensation plan | 58 | ||||||
Labor charges from long-term compensation plan exercised | 70 | ||||||
Increase (decrease) through exercise of performance based restricted share units | 1,861 | ||||||
Labor charges from performance based restricted share units exercised | R$ 1538 | ||||||
Class B common shares | |||||||
Share Capital | |||||||
Number of shares issued and outstanding | 64,436,093 | 64,436,093 | |||||
Bonus IPO | [1] | ||||||
Somos Sistemas [Member] | |||||||
Share Capital | |||||||
Proportion of ownership interest in subsidiary | 100.00% | 100.00% | |||||
Cogna Group | |||||||
Share Capital | |||||||
Capital contribution | R$ 2426 | R$ 2426 | |||||
Number of shares issued and outstanding | 64,436,093 | ||||||
Percentage of voting power held for common shares | 972.00% | ||||||
Cogna Group | Class A common shares | |||||||
Share Capital | |||||||
Number of shares issued and outstanding | |||||||
Cogna Group | Class B common shares | |||||||
Share Capital | |||||||
Number of shares issued and outstanding | 64,436,093 | 64,436,093 | 64,436,093 | ||||
Cogna Group | Somos Sistemas [Member] | |||||||
Share Capital | |||||||
Proportion of ownership interest in subsidiary | 100.00% | ||||||
Others | |||||||
Share Capital | |||||||
Number of shares issued and outstanding | 17,957,758 | ||||||
Percentage of voting power held for common shares | 28.00% | ||||||
Others | Class A common shares | |||||||
Share Capital | |||||||
Number of shares issued and outstanding | 17,957,758 | 18,575,492 | 18,957,758 | ||||
Others | Class B common shares | |||||||
Share Capital | |||||||
Number of shares issued and outstanding | |||||||
[1] | The Company issued 298,268 class A share units as part of Bonus IPO remuneration, which were granted to eligible executives and employees. These share units represented R$ 29,124 (net of withholding taxes) previously provisioned in Share Based Compensation Reserves (granted) and transferred to Share Based Compensation Reserves (vested) – exercised in the Consolidated Statement of Changes in Shareholders’ Equity. The Bonus IPO was conditioned to a 1-year lockup period expir ed in July 2021. The corresponding labor charges in 2021 amounted to R$ 21,456 . |
Shareholder's Equity (Details 4
Shareholder's Equity (Details 4 - Textuals 2) R$ / shares in Units, R$ in Thousands | Apr. 12, 2021BRL (R$)shares | Sep. 03, 2018yrshares | Dec. 31, 2021BRL (R$)R$ / sharesshares | Dec. 31, 2020BRL (R$) | Jun. 22, 2021shares | |
Share Capital | ||||||
Maximum percentage of shares authorized for issuance | 300.00% | |||||
Premium recognized | shares | [1] | 38,564 | ||||
Acquisition of shares upon repurchase program | R$ 23880 | |||||
Class A common shares | ||||||
Share Capital | ||||||
Number of shares approved for issuance | shares | 382,266 | |||||
Premium recognized | shares | [1] | 38,564 | ||||
Share-based compensation reserve for granted [member] | ||||||
Share Capital | ||||||
Number of share based compensation plans | 2 | |||||
Number of bonus plans | 1 | |||||
Acquisition of shares upon repurchase program | ||||||
Treasury shares | ||||||
Share Capital | ||||||
Acquisition of shares upon repurchase program | R$ 23880 | |||||
Number of shres acquired upon repurchase program | shares | 1,000,000 | |||||
Treasury shares | Class A common shares | ||||||
Share Capital | ||||||
Number of shres authorized for repurchase program | shares | 1,000,000 | |||||
Acquisition of shares upon repurchase program | R$ 23880 | |||||
Number of shres acquired upon repurchase program | shares | 1,000,000 | |||||
Cogna Group | Share-based compensation reserve for granted [member] | Restricted share-based compensation plan | ||||||
Share Capital | ||||||
Number of shares approved for issuance | shares | 19,416,233 | |||||
Maximum percentage of shares authorized for issuance | 12.00% | |||||
Maximum period from end of vesting period for obligation to transfer shares under share-based plan | 10 days | |||||
Period of continued employment under service conditions | yr | 3 | |||||
Number of outstanding restricted shares | 155,919 | 155,919 | ||||
Grant date fair value | R$ / shares | R$ 1058 | |||||
Effect of events on compensation in the Consolidated Statement of Profit or Loss | R$ 2234 | R$ 3655 | ||||
Others | Share-based compensation reserve for granted [member] | Long Term Investment Plan (“ILP”) | Class A common shares | ||||||
Share Capital | ||||||
Maximum percentage of shares authorized for issuance | 300.00% | |||||
Effect of events on compensation in the Consolidated Statement of Profit or Loss | R$ 21372 | 12,868 | ||||
Number of tranches granted under share-based plan | 2 | |||||
Maximum number of tranches authorized for issuance of shares | 5 | |||||
Vesting period under the plan | 5 years | |||||
Expected volatility | 30.00% | |||||
Effect of events on compensation in the Shareholder’s Equity | R$ 21250 | 9,342 | ||||
Labor charges in liabilities | R$ 122 | R$ 3626 | ||||
Others | Share-based compensation reserve for granted [member] | Performance based restricted share units bonus paln | ||||||
Share Capital | ||||||
Premium recognized | shares | 38,564 | |||||
Increase (decrease) through exercise of performance based restricted share units | R$ 1941 | |||||
Labor charges from performance based restricted share units exercised | R$ 1539 | |||||
[1] | The Company remunerated part of its executives based on restricted share units. The amount provisioned and paid in 2021 was R$ 1,861 (net of withholding taxes), see Share Based Compensation Reserves (granted) and subsequently vested to Share based compensation reserves (vested). Labor charges in 2021 to R$ 1,538 . |
Net Revenue from sales and Se_3
Net Revenue from sales and Services (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Revenue from sales and Services | |||
Gross revenue | R$ 1066479 | R$ 1111739 | R$ 1110157 |
Deductions from gross revenue | |||
Taxes | (8,456) | (6,431) | (9,292) |
Discounts | (14,302) | (8,609) | (38,901) |
Returns | (96,303) | (99,071) | (72,281) |
Net revenue from sales and services | 947,419 | 997,628 | 989,683 |
Sales | 914,266 | 967,374 | 971,250 |
Service | 33,153 | 30,254 | 18,433 |
Net revenue | 947,419 | 997,628 | 989,683 |
Total Content & EdTech Platform | |||
Net Revenue from sales and Services | |||
Gross revenue | 964,545 | 1,014,107 | 997,805 |
Deductions from gross revenue | |||
Taxes | (5,822) | (4,171) | (6,053) |
Discounts | (14,302) | (8,609) | (38,901) |
Returns | (93,708) | (92,921) | (70,592) |
Net revenue from sales and services | 850,713 | 908,406 | 882,259 |
Net revenue | 850,713 | 908,406 | 882,259 |
Learning Systems | |||
Net Revenue from sales and Services | |||
Gross revenue | 568,522 | 608,200 | 542,070 |
Deductions from gross revenue | |||
Taxes | (219) | (40) | (79) |
Discounts | (14,302) | (8,603) | (37,989) |
Returns | (41,919) | (17,553) | (9,350) |
Net revenue from sales and services | 512,083 | 582,003 | 494,652 |
Net revenue | 512,083 | 582,003 | 494,652 |
Textbooks | |||
Net Revenue from sales and Services | |||
Gross revenue | 212,708 | 308,298 | 339,535 |
Deductions from gross revenue | |||
Taxes | (1,608) | (250) | (2,251) |
Discounts | |||
Returns | (41,330) | (72,488) | (58,757) |
Net revenue from sales and services | 169,770 | 235,560 | 278,527 |
Net revenue | 169,770 | 235,560 | 278,527 |
Complementary Education Services | |||
Net Revenue from sales and Services | |||
Gross revenue | 148,817 | 63,491 | 33,106 |
Deductions from gross revenue | |||
Taxes | (961) | (17) | (37) |
Discounts | (6) | (1) | |
Returns | (10,459) | (2,880) | (1,880) |
Net revenue from sales and services | 137,397 | 60,588 | 31,188 |
Net revenue | 137,397 | 60,588 | 31,188 |
Other services | |||
Net Revenue from sales and Services | |||
Gross revenue | 34,498 | 34,118 | 83,094 |
Deductions from gross revenue | |||
Taxes | (3,034) | (3,864) | (3,686) |
Discounts | (911) | ||
Returns | (605) | ||
Net revenue from sales and services | 31,463 | 30,254 | 77,892 |
Net revenue | 31,463 | 30,254 | 77,892 |
Total Digital Services Platform | |||
Net Revenue from sales and Services | |||
Gross revenue | 101,934 | 97,632 | 112,352 |
Deductions from gross revenue | |||
Taxes | (2,633) | (2,261) | (3,239) |
Discounts | |||
Returns | (2,595) | (6,149) | (1,689) |
Net revenue from sales and services | 96,706 | 89,222 | 107,424 |
Net revenue | 96,706 | 89,222 | 107,424 |
E-commerce | |||
Net Revenue from sales and Services | |||
Gross revenue | 100,084 | 97,632 | 112,352 |
Deductions from gross revenue | |||
Taxes | (2,473) | (2,261) | (3,239) |
Discounts | |||
Returns | (2,595) | (6,149) | (1,689) |
Net revenue from sales and services | 95,016 | 89,222 | 107,424 |
Net revenue | 95,016 | 89,222 | 107,424 |
Other digital services | |||
Net Revenue from sales and Services | |||
Gross revenue | 1,850 | ||
Deductions from gross revenue | |||
Taxes | (160) | ||
Discounts | |||
Returns | |||
Net revenue from sales and services | 1,690 | ||
Net revenue | R$ 1690 |
Costs and Expenses by Nature (D
Costs and Expenses by Nature (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Costs and Expenses by Nature | |||
Salaries and payroll charges | R$ 274581 | R$ 279523 | R$ 200621 |
Raw materials and productions costs | (185,862) | (216,791) | (238,635) |
Editorial costs | (71,705) | (52,794) | (61,281) |
Depreciation and amortization | (211,156) | (174,088) | (164,932) |
Copyright | (58,885) | (59,597) | (61,975) |
Advertising and publicity | (77,655) | (88,965) | (60,416) |
Utilities, cleaning and security | (25,505) | (19,499) | (11,869) |
Rent and condominium fees | (17,775) | (14,278) | (20,375) |
Third-party services | (25,758) | (23,904) | (26,406) |
Travel | (8,747) | (8,760) | (12,471) |
Consulting and advisory services | (23,395) | (25,269) | (16,028) |
Impairment losses on trade receivables | (32,726) | (25,015) | (4,297) |
Material | (3,523) | (3,708) | (1,087) |
Taxes and contributions | (2,808) | (2,066) | (3,278) |
Reversal for tax, civil and labor risks | 1,986 | 2,092 | 3,325 |
Provision for obsolete inventories | (22,117) | (4,057) | (6,831) |
Income from lease and sublease agreements with related parties | 15,939 | 21,683 | |
Other income, net | 5,554 | 4,283 | (20,052) |
Costs and Expenses by Nature | R$ 1018719 | R$ 970256 | R$ 907229 |
Costs and Expenses by Nature _2
Costs and Expenses by Nature (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Costs and Expenses by Nature | |||
Cost of sales and services | R$ 396829 | R$ 378003 | R$ 447049 |
Commercial expenses | (164,439) | (165,169) | (184,592) |
General and administrative expenses | (430,279) | (406,352) | (276,427) |
Impairment loss on accounts receivable | (32,726) | (25,015) | (4,297) |
Other operating income, net | 5,554 | 4,283 | 5,136 |
Costs and Expenses by Nature | R$ 1018719 | R$ 970256 | R$ 907229 |
Finance result (Details)
Finance result (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Finance income | ||||
Income from financial investments and marketable securities | [1] | R$ 26719 | R$ 16907 | R$ 1703 |
Other finance income | 8,921 | 4,077 | 3,713 | |
Finance income | 35,640 | 20,984 | 5,416 | |
Finance costs | ||||
Interest on bonds and financing | (43,549) | (52,935) | (92,583) | |
Imputed interest on suppliers | (14,767) | (13,854) | (24,612) | |
Interest on Loans from related parties | (157) | (3,344) | ||
Bank and collection fees | (6,587) | (17,771) | (847) | |
Interest on provision for tax, civil and labor risks | (34,300) | (13,297) | (41,428) | |
Interest on Lease Liabilities | (14,984) | (15,077) | (16,312) | |
Other finance costs | (5,839) | (3,131) | (2,403) | |
Finance costs | (120,183) | (119,409) | (178,185) | |
Total finance result | (84,543) | (98,425) | R$ 172769 | |
Suppliers | [2] | R$ 97619 | R$ 110513 | |
[1] | (i) Refers to income from marketable securities indexed at CDI. | |||
[2] | Some of the Company’s domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Company to financial institutions without right of recourse, in a transaction characterized as “Reverse Factoring”. The Company charged interest over the payment term at a rate that is commensurate with its own credit risk. The reverse factoring presents maturity dates from up to one |
Segment Reporting (Details)
Segment Reporting (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting | |||
Net revenue from sales and services | R$ 947419 | R$ 997628 | R$ 989683 |
Cost of goods sold and services | (396,829) | (378,003) | (447,049) |
Operating income (expenses) | |||
General and administrative expenses | (430,279) | (406,352) | (276,427) |
Commercial expenses | (164,439) | (165,169) | (184,592) |
Other operating income | 5,554 | 4,283 | 5,136 |
Impairment losses on trade receivables | (32,726) | (25,015) | (4,297) |
(Loss) Profit before finance result and taxes | (71,300) | 27,372 | 82,454 |
Assets | 7,333,407 | 6,978,270 | 6,167,794 |
Current and non-current liabilities | 2,668,198 | 2,192,953 | 3,067,711 |
Content & EdTech Platform | |||
Segment Reporting | |||
Net revenue from sales and services | 850,713 | 908,406 | 882,259 |
Cost of goods sold and services | (327,651) | (301,882) | (359,730) |
Operating income (expenses) | |||
General and administrative expenses | (413,746) | (387,023) | (260,338) |
Commercial expenses | (147,664) | (152,659) | (181,681) |
Other operating income | 5,469 | 4,283 | 5,136 |
Impairment losses on trade receivables | (32,344) | (25,015) | (4,297) |
(Loss) Profit before finance result and taxes | (65,223) | 46,110 | 81,349 |
Assets | 7,207,084 | 6,848,198 | 6,055,892 |
Current and non-current liabilities | 2,605,351 | 2,141,107 | 2,955,764 |
Digital Services Platform | |||
Segment Reporting | |||
Net revenue from sales and services | 96,706 | 89,222 | 107,424 |
Cost of goods sold and services | (69,178) | (76,121) | (87,319) |
Operating income (expenses) | |||
General and administrative expenses | (16,533) | (19,329) | (16,089) |
Commercial expenses | (16,775) | (12,510) | (2,911) |
Other operating income | 85 | ||
Impairment losses on trade receivables | (382) | ||
(Loss) Profit before finance result and taxes | (6,077) | (18,738) | 1,105 |
Assets | 126,323 | 130,072 | 111,902 |
Current and non-current liabilities | R$ 62847 | R$ 51847 | R$ 111947 |
Segment Reporting (Details 1 -
Segment Reporting (Details 1 - Textuals) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2021BRL (R$) | Dec. 31, 2020BRL (R$) | Dec. 31, 2019BRL (R$) | |
Segment Reporting | |||
Net revenue from sales and services | R$ 947419 | R$ 997628 | R$ 989683 |
Revenue Benchmark | Customer concentrations risk | |||
Segment Reporting | |||
Number of customers | 0 | ||
Revenue Benchmark | Customer concentrations risk | Bottom of range | |||
Segment Reporting | |||
Percentage of total net revenues | 10.00% | ||
Revenue Benchmark | Aggregate customers of entity | Customer concentrations risk | |||
Segment Reporting | |||
Number of customers | 0 | 0 | |
Revenue Benchmark | Aggregate customers of entity | Customer concentrations risk | Bottom of range | |||
Segment Reporting | |||
Percentage of total net revenues | 10.00% | 10.00% | |
Foreign customers | |||
Segment Reporting | |||
Net revenue from sales and services |
Non-cash transactions (Details)
Non-cash transactions (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 29, 2021 | Aug. 01, 2021 | May 27, 2021 | Mar. 02, 2021 | Nov. 20, 2020 | Feb. 14, 2020 | Jan. 07, 2020 | |
Non-cash transactions | ||||||||||
Non-monetary transaction, additions of right of use assets and lease liabilities | R$ 25513 | R$ 35925 | R$ 31177 | |||||||
Non-monetary transaction, disposals of contracts of right of use assets and lease liabilities | R$ 3481 | R$ 3429 | R$ 34852 | |||||||
SEL | ||||||||||
Non-cash transactions | ||||||||||
Non-monetary transaction, accounts payable assumed | R$ 26876 | |||||||||
Redação Nota 1000 | ||||||||||
Non-cash transactions | ||||||||||
Non-monetary transaction, accounts payable assumed | R$ 7294 | |||||||||
EMME | ||||||||||
Non-cash transactions | ||||||||||
Non-monetary transaction, accounts payable assumed | R$ 12253 | |||||||||
De Gouges | ||||||||||
Non-cash transactions | ||||||||||
Non-monetary transaction, accounts payable assumed | R$ 451554 | |||||||||
Pluri | ||||||||||
Non-cash transactions | ||||||||||
Non-monetary transaction, accounts payable assumed | R$ 12347 | |||||||||
Mind Makers | ||||||||||
Non-cash transactions | ||||||||||
Non-monetary transaction, accounts payable assumed | R$ 13621 | |||||||||
Meritt | ||||||||||
Non-cash transactions | ||||||||||
Non-monetary transaction, accounts payable assumed | R$ 4330 |
Subsequent events (Details)
Subsequent events (Details) R$ in Thousands | Jan. 14, 2022BRL (R$) |
Subsequent events | |
Earn-out clause amount | R$ 20700 |
Business Acquisition | Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. and MVP Consultoria e Sistemas Ltda. (“Phidelis”) [member] | |
Subsequent events | |
Purchase consideration | (16,407) |
Consideration paid in cash | 8,200 |
Consideration to be paid | R$ 8200 |
Period over which the purchase consideration to be divided in Installments (in years) | 2 years |
Number of installments to be paid earn-out clause amount | 3 |
Subsequent events (Details 1)
Subsequent events (Details 1) - BRL (R$) R$ in Thousands | Jan. 14, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Current assets | |||||
Cash and cash equivalents | R$ 19062 | R$ 3242 | |||
Trade receivables | 20,598 | [1] | 4,990 | ||
Taxes recoverable | 1,956 | 752 | |||
Total current assets | 46,439 | 27,984 | |||
Non-current assets | |||||
Property and equipment | 2,011 | 211 | |||
Total non-current assets | 345,396 | 22,236 | |||
Total Assets | 391,835 | 50,220 | |||
Current liabilities | |||||
Salaries and social contributions | 3,596 | 312 | |||
Taxes payable | 326 | 33 | |||
Income tax and social contribution payable | 5,265 | 378 | |||
Other liabilities | 1,700 | ||||
Total current liabilities | 27,187 | 11,543 | |||
Total liabilities | 75,651 | 12,905 | |||
Net identifieable assets at fair value (A) | 316,183 | 37,315 | |||
Acquisition Price | 703,257 | 58,857 | |||
Goodwill | R$ 387074 | [2] | R$ 21542 | [3] | |
Business Acquisition | Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. and MVP Consultoria e Sistemas Ltda. (“Phidelis”) [member] | |||||
Current assets | |||||
Cash and cash equivalents | R$ 379 | ||||
Trade receivables | 196 | ||||
Taxes recoverable | 6 | ||||
Total current assets | 581 | ||||
Non-current assets | |||||
Property and equipment | 72 | ||||
Total non-current assets | 72 | ||||
Total Assets | 653 | ||||
Current liabilities | |||||
Salaries and social contributions | 20 | ||||
Taxes payable | 50 | ||||
Income tax and social contribution payable | 80 | ||||
Other liabilities | 14 | ||||
Total current liabilities | 164 | ||||
Total liabilities | 164 | ||||
Net identifieable assets at fair value (A) | 489 | ||||
Acquisition Price | 16,407 | ||||
Goodwill | R$ 15918 | ||||
[1] | Accounts receivable from customers comprise gross contractual amounts due of R$24,344, of which R$3,746 were uncollectible on the acquisition date. See Note 10e. | ||||
[2] | Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company (i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. | ||||
[3] | 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. |