Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document and Entity Information | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Auditor Name | Ernst & Young Auditores Independentes S.S. Ltda. |
Auditor Location | São Paulo, Brazil |
Auditor Firm ID | 1448 |
Entity File Number | 001-40628 |
Entity Registrant Name | Zenvia Inc. |
Entity Central Index Key | 0001836934 |
Current Fiscal Year End Date | --12-31 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Avenida Paulista |
Entity Address, Address Line Two | 2300, 18th Floor |
Entity Address, City or Town | São Paulo |
Entity Address, Postal Zip Code | 01310-300 |
Entity Address, Country | BR |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Interactive Data Current | Yes |
Entity Common Stock, Shares Outstanding | 18,219,545 |
Title of 12(b) Security | Class A common shares, nominal value of US$0.00005 |
Trading Symbol | ZENV |
Security Exchange Name | NASDAQ |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | International Financial Reporting Standards |
Document Financial Statement Error Correction [Flag] | false |
Business Contact | |
Document and Entity Information | |
Contact Personnel Name | Shay Chor |
Contact Personnel Email Address | shay.chor@zenvia.com |
Contact Personnel Fax Number | 55 11 99904-5082 |
Entity Address, Address Line One | Avenida Paulista |
Entity Address, Address Line Two | 2300, 18th Floor |
Entity Address, City or Town | São Paulo |
Entity Address, Postal Zip Code | 01310-300 |
Entity Address, Country | BR |
Consolidated statements of fina
Consolidated statements of financial position - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash and cash equivalents | R$ 63742 | R$ 100243 | |
Financial investment | 0 | 8,160 | |
Trade and other receivables | 148,784 | 156,012 | [1] |
Recoverable taxes | 28,058 | 35,579 | |
Prepayments | 5,571 | 6,369 | |
Other assets | 4,176 | 6,821 | |
Total current assets | 250,331 | 313,184 | |
Non-current assets | |||
Restricted cash | 6,403 | 0 | |
Recoverable taxes | 0 | 107 | |
Prepayments | 1,109 | 2,207 | |
Other Assets | 10 | 34 | |
Deferred tax assets | 91,971 | 91,769 | |
Property, plant and equipment | 14,413 | 19,590 | |
Intangible assets | 1,347,327 | 1,377,232 | |
Total non-current assets | 1,461,233 | 1,490,939 | |
Total assets | 1,711,564 | 1,804,123 | |
Current liabilities | |||
Trade and other payables | 353,998 | 264,728 | |
Loans, borrowings and debentures | 36,191 | 89,541 | |
Liabilities from acquisitions | 134,466 | 60,778 | |
Employee benefits | 50,085 | 35,039 | |
Tax liabilities | 18,846 | 17,046 | |
Lease liabilities | 2,056 | 1,992 | |
Deferred revenue | 11,547 | 6,873 | |
Taxes to be paid in installments | 185 | 340 | |
Total current liabilities | 607,374 | 476,337 | |
Non-current liabilities | |||
Liabilities from acquisitions | 160,237 | 290,852 | |
Loans and borrowings | 51,605 | 77,293 | |
Provisions for tax, labor and civil risks | 1,721 | 1,969 | |
Lease liabilities | 752 | 2,824 | |
Trade and other payables | 0 | 1,092 | |
Employee benefits | 615 | 62 | |
Taxes to be paid in installments | 313 | 454 | |
Total non-current liabilities | 215,243 | 374,546 | |
Equity | |||
Capital | 957,525 | 957,525 | |
Reserves | 247,464 | 244,913 | |
Foreign currency translation reserve | 3,129 | 9,485 | |
Other components of equity | 283 | 0 | |
Accumulated losses | (319,591) | (258,587) | |
Equity attributable to owners of the Company | 888,810 | 953,336 | |
Non-controlling interests | 137 | (96) | |
Total equity | 888,947 | 953,240 | |
Total equity and liabilities | R$ 1711564 | R$ 1804123 | |
[1]The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. |
Consolidated statement of profi
Consolidated statement of profit or loss and other comprehensive income - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated statements of profit or loss and other comprehensive income | |||
Revenue | R$ 807577 | R$ 756715 | R$ 612324 |
Cost of services | (477,035) | (467,803) | (431,419) |
Gross profit | 330,542 | 288,912 | 180,905 |
Operating expenses | |||
Sales and marketing expenses | (109,793) | (119,436) | (80,367) |
General and administrative expenses | (128,823) | (147,458) | (154,999) |
Research and development expenses | (52,784) | (64,072) | (46,308) |
Allowance for expected credit losses | (49,247) | (7,789) | (6,303) |
Goodwill impairment | 0 | (136,723) | 0 |
Other income and expenses, net | (606) | (102,424) | 60,572 |
Operating loss | (10,711) | (288,990) | (46,500) |
Financial Income (Expenses) | |||
Finance expenses | (72,641) | (77,245) | (51,767) |
Finance income | 28,589 | 33,423 | 32,798 |
Financial expenses, Net | (44,052) | (43,822) | (18,969) |
Loss before taxes | (54,763) | (332,812) | (65,469) |
Income Tax and Social Contribution | |||
Deferred income tax and social contribution | 202 | 91,249 | 23,313 |
Current income tax and social contribution | (6,210) | (1,462) | (2,490) |
Total Income Tax and Social Contribution | (6,008) | 89,787 | 20,823 |
Loss of the year | (60,771) | (243,025) | (44,646) |
Gain (Loss) attributable to: | |||
Owners of the Company | (61,004) | (243,029) | (44,646) |
Non-controlling interests | R$ 233 | R$ 4 | R$ 0 |
Loss per share (expressed in Reais per share) | |||
Basic | R$ 1.456 | R$ 5.843 | R$ 1.369 |
Diluted | R$ 1.456 | R$ 5.843 | R$ 1.369 |
Items that are or may be reclassified subsequently to profit or loss | |||
Cumulative translation adjustments from operations in foreign currency | R$ 6356 | R$ 25153 | R$ 35530 |
Total comprehensive loss for the year | (67,127) | (268,178) | (9,116) |
Total comprehensive gain (loss) attributable to: | |||
Owners of the Company | (67,360) | (268,182) | (9,116) |
Non-controlling interests | R$ 233 | R$ 4 | R$ 0 |
Consolidated statement of chang
Consolidated statement of changes in equity - BRL (R$) R$ in Thousands | Total | Capital | Capital reserve | Legal reserve | Investment's reserve | Retained earnings (loss) | Foreign currency translation reserve | Other components of equity | Attributable to owners of the Company | Non-controlling interests |
Equity at beginning of the period at Dec. 31, 2020 | R$ 115348 | R$ 130292 | R$ 0 | R$ 3854 | R$ 1600 | R$ 21431 | R$ 1033 | R$ 0 | R$ 115348 | R$ 0 |
Loss for the period | (44,646) | 0 | 0 | (44,646) | 0 | 0 | (44,646) | 0 | ||
Corporate reorganization | 0 | (130,286) | 87,146 | (3,854) | (1,600) | 50,519 | (1,925) | 0 | 0 | 0 |
Cumulative translation adjustments from operations in foreign currency | 35,530 | 0 | 0 | 0 | 0 | 0 | 35,530 | 0 | 35,530 | 0 |
Issuance of shares | 1,031,355 | 1,031,355 | 0 | 0 | 0 | 0 | 0 | 0 | 1,031,355 | 0 |
Share-based compensation | 1,069 | 0 | 1,069 | 0 | 0 | 0 | 0 | 0 | 1,069 | 0 |
Costs related to the initial public offering | (79,526) | (79,526) | 0 | 0 | 0 | 0 | 0 | 0 | (79,526) | 0 |
Issuance of shares related to business combinations | 144,072 | 5,688 | 138,384 | 0 | 0 | 0 | 0 | 0 | 144,072 | 0 |
Equity at end of the period at Dec. 31, 2021 | 1,203,202 | 957,523 | 226,599 | 0 | 0 | (15,558) | 34,638 | 0 | 1,203,202 | 0 |
Loss for the period | (243,025) | 0 | 0 | 0 | 0 | (243,029) | 0 | 0 | (243,029) | 4 |
Cumulative translation adjustments from operations in foreign currency | (25,153) | 0 | 0 | 0 | 0 | 0 | (25,153) | 0 | (25,153) | 0 |
Issuance of shares | 412 | 1 | 411 | 0 | 0 | 0 | 0 | 0 | 412 | 0 |
Share-based compensation | 2,164 | 0 | 2,164 | 0 | 0 | 0 | 0 | 0 | 2,164 | 0 |
Issuance of shares related to business combinations | 15,740 | 1 | 15,739 | 0 | 0 | 0 | 0 | 0 | 15,740 | 0 |
Acquisition of subsidiary with NCI | (100) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (100) |
Equity at end of the period at Dec. 31, 2022 | 953,240 | 957,525 | 244,913 | 0 | 0 | (258,587) | 9,485 | 0 | 953,336 | (96) |
Loss for the period | (60,771) | 0 | 0 | 0 | 0 | (61,004) | 0 | 0 | (61,004) | 233 |
Other components of equity | 283 | 0 | 0 | 0 | 0 | 0 | 0 | 283 | 283 | 0 |
Cumulative translation adjustments from operations in foreign currency | (6,356) | 0 | 0 | 0 | 0 | 0 | (6,356) | 0 | (6,356) | 0 |
Issuance of shares | 3,281 | 0 | 3,281 | 0 | 0 | 0 | 0 | 0 | 3,281 | 0 |
Share-based compensation | (915) | 0 | (915) | 0 | 0 | 0 | 0 | 0 | (915) | 0 |
Issuance of shares related to business combinations | 185 | 0 | 185 | 0 | 0 | 0 | 0 | 0 | 185 | 0 |
Equity at end of the period at Dec. 31, 2023 | R$ 888947 | R$ 957525 | R$ 247464 | R$ 0 | R$ 0 | R$ 319591 | R$ 3129 | R$ 283 | R$ 888810 | R$ 137 |
Consolidated statements of cash
Consolidated statements of cash flows - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flow from operating activities | |||
Loss for the year | R$ 60771 | R$ 243025 | R$ 44646 |
Adjustments for: | |||
Income tax and social contribution | 6,008 | (89,787) | (20,823) |
Depreciation and amortization | 87,807 | 74,994 | 41,131 |
Goodwill impairment | 0 | 136,723 | 0 |
Allowance for expected credit losses | 49,247 | 7,789 | 6,303 |
Provisions for tax, labor and civil risks | 4,042 | 4,148 | 2,896 |
Provision for bonus and profit sharing | 26,503 | 14,781 | 8,335 |
IPO Bonus (Cash) | 0 | 0 | 222 |
Share-based compensation | 2,551 | 2,947 | 1,069 |
Provision (Reversal of) for earn-out and compensation | (963) | 100,744 | (40,716) |
Interest from loans and borrowings | 21,435 | 29,723 | 17,091 |
Interest on leases | 377 | 512 | 356 |
Exchange variation and Interest and adjustment to present value (APV) on liabilities from acquisition | 9,202 | 23,083 | 2,031 |
Loss for non-use of the advance payment | 0 | 5,529 | 0 |
Loss on write-off of intangible assets | 815 | 25 | 0 |
Loss on write-off of property, plant and equipment | 856 | 1,327 | 533 |
Gain on financial investments | 0 | (1,155) | 0 |
Effect of hyperinflation | 2,993 | 65 | 1,552 |
Changes in assets and liabilities | |||
Trade and other receivables | (45,218) | (69) | (45,645) |
Prepayments | 1,896 | 9,084 | (18,330) |
Other assets | 1,382 | (17,888) | (12,896) |
Suppliers | 82,725 | 107,020 | 35,964 |
Employee benefits | (10,904) | (5,734) | 2,210 |
Other liabilities | 9,202 | (21,872) | (14,512) |
Cash generated from (used in) operating activities | 189,185 | 138,964 | (77,875) |
Interest paid on loans and leases | (22,028) | (30,509) | (17,933) |
Income taxes paid | (4,610) | 0 | (1,452) |
Net cash flow from (used in) operating activities | 162,547 | 108,455 | (97,260) |
Cash flow from investing activities | |||
Restricted cash | (6,403) | 0 | 0 |
Acquisition of subsidiary, net of cash acquired | 0 | (300,088) | (326,860) |
Acquisition of property, plant and equipment | (3,004) | (7,200) | (5,946) |
Investment in interest earning bank deposits | 0 | 0 | (7,005) |
Redemption of interest earning bank deposits | 8,160 | 0 | 2,227 |
Acquisition of Intangible assets | (52,656) | (42,495) | (13,467) |
Net cash (used in) investing activities | (53,903) | (349,783) | (351,051) |
Cash flow from financing activities | |||
Capital increase – public offering | 0 | 0 | 1,031,355 |
Issuance cost – public offering | 0 | 0 | (79,526) |
Proceeds from loans and borrowings | 30,000 | 34,000 | 88,000 |
Payment of debt issuance costs | (1,062) | 0 | 0 |
Payment of borrowings | (107,710) | (74,069) | (41,652) |
Payment of lease liabilities | (1,995) | (2,884) | (569) |
Payments in installments for acquisition of subsidiaries | (62,999) | (172,892) | (62,575) |
Net cash (used in) from financing activities | (143,766) | (215,845) | 935,033 |
Exchange rate change on cash and cash equivalents | (1,379) | (24,815) | 35,530 |
Net (decrease) increase in cash and cash equivalents | (36,501) | (481,988) | 522,252 |
Cash and cash equivalents at January 1 | 100,243 | 582,231 | 59,979 |
Cash and cash equivalents at December 31 | R$ 63742 | R$ 100243 | R$ 582231 |
Operations
Operations | 12 Months Ended |
Dec. 31, 2023 | |
Operations | |
Operations | 1 Operations Zenvia Inc. (“Zenvia”) was incorporated in November 2020, as a Cayman Islands exempted company with limited liability duly registered with the Registrar of Companies of the Cayman Islands. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “ Company Company As of December 31, 2023, the Company has negative consolidated working capital in the amount of R$357,043 (current assets of R$250,331 and current liabilities of R$607,374), mainly arising from a reduction in the Company’s cash position as a result of payments made during the years related to business acquisitions, as described in item (b) to (d) below. Company’s Management implemented cost cutting initiatives to increase gross profit, such as the review of its corporate structure, which reduced the Company’s current workforce and is in line with the acceleration of the integration of acquisitions. While these actions were instrumental for the Company to deliver improved cash generation in 2023 12 a. On May 2, 2022, the Company, through its subsidiary Zenvia Brazil acquired 98.04% of shares of Movidesk Ltda., referred to as “Movidesk”, and with regards to the remaining 1.96% share capital, Zenvia Brazil had options to purchase such share capital through the payments of the applicable exercise price by Zenvia Brazil. Movidesk is a SaaS company that focuses on customer service solutions to define workflows, provide integration with communication channels, and monitor tickets through dashboards and reports, offering a fully-fledged end-to-end support platform. Under the terms of the Movidesk original acquisition agreement, the total consideration transferred and then expected to be transferred by Zenvia Brazil were as follows: ( 1 2 3 2023 4 The goodwill arising from the acquisition has been recognized as follows: Movidesk May 2, 2022 Consideration transferred 485,115 Other net liabilities, including PPE and cash (3,367 ) Intangible assets –– Digital platform 229,705 Intangible assets –– Customer portfolio 12,594 Total net assets acquired at fair value 238,932 Net assets attributable to NCI (67 ) Goodwill 246,250 The goodwill of R$246,250 comprises the skills and technical talent of the workforce and the value of future economic benefits arising from the synergies from the acquisition and in line with the strategy of the Company. At the time of the acquisition, future tax deductibility is probable as certain actions, necessary to integrate the businesses from a tax perspective, are intended by management and considered feasible from a legal perspective. The fair value of Movidesk’s intangible assets (digital platform, customer portfolio and non-compete) has been measured by valuation techniques that are summarized below. Assets acquired Valuation technique Intangible assets – Allocation of the customer portfolio and digital platform The MPEEM methodology (Multi Period Excess Earnings Method) is mostly used to measure the value of primary assets or most important assets of a company. According to that method, in determining fair values, the cash flows attributable to all other assets are subtracted through a contributory asset charge (CAC). The MPEEM method assumes that the fair value of an intangible asset is the same as the present value of the cash flows attributable to that asset, less the contribution of other assets, both tangible and intangible ones. On October 26, 2022, Zenvia Brazil reached an agreement with Movidesk former controlling shareholders to extend the remaining payments. The earn-out payment due to certain former shareholders, previously expected to total R$205,647, which could reach R$327,635, will now be paid in fixed and variable installments subject to accrued interest in line with Zenvia’s current bank financing costs in the range of 130% and 140% of CDI. Per the terms of the amended Movidesk acquisition agreement, (i) 12 fixed monthly installments of R$100 to be paid from January 2023 until December 2023, (ii) R$204,447 in total will be paid in 36 fixed monthly installments subject to accrued interest from January 2024 until December 2026, and (iii) an additional variable amount calculated in terms of certain gross margin targets achieved by the end of September 2023, in the total amount of R$24,047, will be paid in six monthly installments subject to accrued interest from January 2024 until June 2024. On February 6, 2024, we had an agreement signed between Zenvia Brazil and Movidesk establishing new rules regarding the payment of Earn out, for more information see Note 30.3 |
Company's subsidiaries
Company's subsidiaries | 12 Months Ended |
Dec. 31, 2023 | |
Company's subsidiaries | |
Company's subsidiaries | 2 Company’s subsidiaries December 31, 2023 December 31, 2022 December 31, 2021 Country Direct Indirect Direct Indirect Direct Indirect Subsidiaries % % % % % % Zenvia Mobile Serviços Digitais S.A. Brazil 100 - 100 - 100 - MKMB Soluções Tecnológicas Ltda. Brazil - 100 - 100 - 100 Total Voice Comunicação S.A. Brazil - 100 - 100 - 100 Rodati Motors Corporation USA - 100 - 100 - 100 Zenvia México Mexico - 100 - 100 - 100 Zenvia Voice Ltda Brazil - 100 - 100 - 100 One One Brazil - 100 - 100 - 100 Sensedata Tecnologia Ltda. Brazil - 100 - 100 - 100 Rodati Services S.A. Argentina - 100 - 100 - 100 Movidesk S.A. Brazil - 98.04 - 98.04 - - Rodati Servicios, S.A. de CV Mexico - 100 - 100 - 100 Rodati Motors Central de Informações de Veículos Automotores Ltda. Brazil - 100 - 100 - 100 |
Preparation basis
Preparation basis | 12 Months Ended |
Dec. 31, 2023 | |
Preparation basis | |
Preparation basis | 3 Preparation basis These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standard (IFRS) as issued by the International Accounting Standards Board (IASB). The issuance of these consolidated financial statements was approved by the Executive Board of Directors on May 14, 2024 a. Measurement basis The financial statements were prepared based on historical cost, except for certain financial instruments measured at fair value and contingent consideration for business combinations, as described in the following accounting practices. See item (d) below for information on the measurement of financial information of subsidiaries located in hyperinflationary economies. b. Functional and presentation currency These consolidated financial statements are presented in Brazilian Real (R$), which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. The functional currency of the subsidiary Rodati Motors Corporation is the US Dollar. The indirect subsidiaries of the Company have the following functional currencies: Rodati Motors Central de Informações de Veículos Automotores Ltda. has the local currency, Brazilian Real (BRL), as its functional currency; Rodati Services S.A. has the local currency, Argentine Peso (ARG), as its functional currency; and Rodati Servicios, S.A. de CV. has the local currency, Mexican Pesos (MEX), as its functional currency. c. Foreign currency translation For the consolidated Company subsidiaries in which the functional currency is different from the Brazilian Real, the financial statements are translated to Real as of the closing date. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or loss and presented within finance costs. d. Accounting and reporting in highly hyperinflationary economy In December 2023, considering that the inflation accumulated in the past five years Non-monetary assets and liabilities, the equity and the statement of profit or loss of subsidiaries that operate in hyperinflationary economies are adjusted by the change in the general purchasing power of the currency, applying a general price index. The financial statements of an entity whose functional currency is the currency of a hyperinflationary economy based on current cost approach are in terms of the current measurement unit at the balance sheet date and translated into Real at the closing exchange rate for the period. The impacts of changes in general purchasing power were reported as finance costs in the statements of profit or loss of the Company. e. Use of estimates and judgments In preparing these consolidated financial statements, management has made judgements and estimates that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Judgments: Information about judgments referring to the adoption of accounting policies which impact significantly the amounts recognized in the financial statements are included in the following notes: Note 1 Note 11 Uncertainties on assumptions and estimates: Information on uncertainties as to assumptions and estimates that pose a high risk of resulting in a material adjustment within the next fiscal year are included in the following notes: Note 1 Note 12 Note 19 Note 25 (i) Measurement of fair value A series of Company’s accounting policies and disclosures requires the measurement of fair value, for financial and non-financial assets and liabilities. Evaluation process includes the regular review of significant non-observable data and valuation adjustments. If third-party information, such as brokerage firms’ quotes or pricing services, is used to measure fair value, then the evaluation process analyzes the evidence obtained from the third parties to support the conclusion that such valuations meet the IFRS requirements, including the level in the fair value hierarchy in which such valuations should be classified. When measuring the fair value of an asset or liability, the Company uses observable data as much as possible. Fair values are classified at different levels according to hierarchy based on information (inputs) used in valuation techniques, as follows: — 1 — 2 1 — 3 The Company recognizes transfers between fair value hierarchy levels at the end of the financial statements’ period in which changes occurred. |
Material Accounting Policies
Material Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Material Accounting Policies | |
Material Accounting Policies | 4 Material Accounting Policies The Company also adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) from January 1, 2023. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information disclosed in the financial statements. The amendments require the disclosure of ´material´, rather than ´significant´, accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide useful, entity-specific accounting policy information that users need to understand other information in the financial statement. a. (i) Business Combination The Company accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company. When determining whether a particular set of activities and assets is a business, the Company assesses whether the acquired set of assets and activities includes, at a minimum, an input and a substantive process and whether the acquired set has the ability to produce outputs. The Company has the option of applying a "concentration test" that allows for a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred on acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are recognized as expenses when incurred unless they relate to the issuance of debt or equity securities. The consideration transferred does not include amounts referring to the settlement of pre-existing relationships. These amounts are generally recognized in profit or loss. Any contingent consideration is measured at fair value on the acquisition date. If a contingent consideration payable meets the definition of a financial instrument, it is classified as equity, is not revalued and the settlement is accounted for in equity. Otherwise, another contingent consideration is remeasured to fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss. The Company classified the principal amount and the monetary correction of the installment payments for the liabilities from acquisition as a financing activity in the statements of cash flows. (ii) Subsidiaries Subsidiaries are entities controlled by the Company. The Company ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control begins until the date on which control ceases. (iii) Principles of consolidation The consolidated financial statements include the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. b. Foreign currency (i) Transactions in foreign currency Transactions in foreign currency, that is, all those not carried out in the functional currency, are translated at the exchange rate on the dates of each transaction. Monetary assets and liabilities in foreign currency are translated into the functional currency at the exchange rate on the closing date. Gains and losses from changes in exchange rates on monetary assets and liabilities are recognized in the income statement. Revenue Performance obligations and revenue recognition policies The following table provides information about the nature and timing of satisfaction of performance obligations in customer contracts, including significant payment terms, and related revenue recognition policies. Type of Services Nature and timing of satisfaction of performance obligations, including significant payment terms Revenue recognition policy CPaaS (Communications Platform as a Service) solutions The CPaaS revenue derives primarily from fees based on use of the services available on our communication platform. The use of these services is measured by volume usage and revenues are recognized over the period of use. The Company provides services to clients with fixed-term contracts for a fixed or indefinite period. Small customers and customers who pay by credit card are billed in advance, while large customers are billed monthly. Collections are made within thirty days of billing. Revenue is recognized when control of services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of any taxes levied on customers, which are subsequently remitted to government authorities. Invoiced amounts are recorded in accounts receivable and in revenue or advances from customers, depending on whether the revenue recognition criteria are met. The company’s agreements with customers do not provide rights of return. SaaS (Software-as-a-Service) The nature of the SaaS services refers to license subscriptions for the use of Zenvia platforms, where it is recognized proportionally to the time contracted. In general, licenses are billed monthly on the postpaid model. Revenue is recognized when control of services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services – over the time of license usage entitlement. Revenue is recognized net of any taxes levied on customers, which are subsequently remitted to government authorities. Invoiced amounts are recorded in accounts receivable and in revenue or advances from customers, depending on whether the revenue recognition criteria are met. The company’s agreements with customers do not provide rights of return, and do not provide customers with the right to take possession of the software that supports the applications. Financial instruments (i) Initial recognition and measurement Trade accounts receivable and debt securities issued are initially recognized on the date they were originated. All other financial assets and liabilities are initially recognized when the Company becomes party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not measured at fair value through profit or loss (FVTPL), the transaction costs that are directly attributable to their acquisition or issuance. Accounts receivable from customers without a significant financing component are initially measured at the transaction price. (ii) Classification and subsequent measurement Upon initial recognition, a financial asset is classified as measured: at amortized cost or at fair value through profit or loss (FVTPL). Financial assets are not reclassified subsequent to initial recognition, unless the Company changes the business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the reporting period following the change in business model. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as measured at FVTPL: - is held within a business model whose objective is to hold financial assets in order to receive contractual cash flows; and - its contractual terms generate, on specific dates, cash flows that are related only to the payment of principal and interest on the outstanding principal amount. The Company carries out an assessment of the purpose of the business in which a financial asset is held in the portfolio, as this better reflects the way in which the business is managed and the information is provided to management. Financial assets held for trading or managed with performance evaluated based on fair value are measured at fair value through profit or loss. (iii) Financial assets – assessment of whether contractual cash flows are principal and interest payments only For purposes of this assessment, 'principal' is defined as the fair value of the financial asset at initial recognition. ‘Interest’ is defined as consideration for the time value of money and the credit risk associated with the principal amount outstanding over a given period of time and for other basic borrowing risks and costs, as well as a profit margin. The Company ● ● ● ● Prepayment is consistent with principal and interest payment criteria if the prepayment amount represents, for the most part, unpaid principal and interest amounts on the outstanding principal amount - which may include additional compensation reasonable for early termination of the contract. In addition, with respect to a financial asset acquired for an amount less than or greater than the face value of the contract, the permission or requirement of prepayment for an amount that represents the face value of the contract plus contractual interest (which also may include reasonable additional compensation for early termination of the contract) accrued (but not paid) are treated as consistent with these criteria if the fair value of the prepayment is negligible on initial recognition. Financial assets at FVTPL These assets are subsequently measured at fair value. Net income, including interest or dividend income, is recognized in profit or loss. Financial assets at amortized cost These assets are subsequently measured at amortized cost using the effective interest method. Amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss. Reduction to recoverable value (impairment) Non-derivative financial Assets (i) Financial instruments and contractual assets The Company recognizes provisions for expected credit losses on: ● The Company ● For trade receivables, the Company has established a provision matrix that is based on its historical credit loss experience. In determining whether the credit risk of a financial asset has increased significantly since the initial recognition and when estimating the credit loss, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company The Company The Company ● the debtor is unlikely to pay its credit obligations to the Company ● the financial asset is more than 180 days past due. Lifetime credit loss expectations are those that result from all possible standard events over the expected life of a Financial Instrument. The 12-month credit loss expectations are the portion that result from possible default events within 12 months after the reporting date (or a shorter period if the expected useful life of the instrument is less than 12 months). The maximum period considered when estimating expected credit loss is the maximum contractual period over which the Company (ii) Measurement of expected credit loss The Company Company Expected credit losses are discounted at the effective interest rate of the financial asset. (iii) Presentation of the provision for expected credit loss in the financial statements Provisions for losses on financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. (iv) Write offs The gross carrying amount of a financial asset is written off when the Company Company Company (v) Non-Financial Assets At each reporting date, the Company For impairment tests, assets are grouped into the smallest asset group that generates cash inflows from continuing use that are largely independent of cash inflows from other assets. Goodwill is allocated to cash-generating units (CGU) for impairment testing purposes. The allocation is made to the cash-generating units or groups of cash-generating units that are expected to benefit from the business combination from which the goodwill originated. Units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes, not considered as report segments. Goodwill is tested for impairment annually as of December 31 and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of the segment to which the goodwill relates. When the recoverable amount is less than the carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods. Property, plant and equipment (i) Recognition and measurement Property, plant, and equipment items are measured at historical acquisition or construction cost, less accumulated depreciation and accumulated impairment losses, if applicable. Cost includes expenses that are directly attributable to the acquisition of an asset. Gains and losses on the sale of an item of property, plant and equipment are determined by comparing the proceeds from the sale with the book value of the property, plant, and equipment, and are recognized net within other income in the statement of profit or loss. (ii) Subsequent costs The replacement cost of a component of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the economic benefits embodied within the component will flow to the Company and its cost can be measured reliably. The carrying amount of the component that has been replaced by another is written off. The day-to-day maintenance costs of property, plant and equipment are recognized as expenses in the statements of profit or loss as incurred. (iii) Depreciation Depreciation is recognized in profit or loss based on the straight-line method based on the estimated useful life of each component, since this method is the one Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate. Intangible asset (i) Initial recognition Intangible assets that are acquired by the Company (ii) Subsequent expenses Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenses are recognized in profit or loss as incurred. (iii) Amortization Amortization is calculated to write-off the cost of intangible assets, less their estimated residual values, using the straight-line method over their estimated useful lives and is recognized in profit or loss. Goodwill is not amortized. (iv) Intangible assets - Research and development expenses Expenses with research activities are recognized as an expense in the period in which they are incurred. Internally generated intangible assets resulting from development expenditures (or a development phase of an internal project) are recognized if, and only if, all of the following conditions are demonstrated: ● ● ● ● ● ● The initially recognized amount of internally generated intangible assets corresponds to the sum of cost incurred since the intangible asset began meeting the recognition criteria. Appropriation is based on employee time records allocated to these developments at the cost of these employees. When no internally generated intangible asset can be recognized, development costs are recognized in profit or loss for the period when incurred. Subsequent to initial recognition, internally generated intangible assets are recorded at cost, less accumulated amortization, and impairment losses. (v) Goodwill Goodwill resulting from a business combination is stated at cost on the date of the business combination, net of accumulated impairment losses, if any. For purposes of impairment testing of goodwill and intangible assets, the Company has grouped the CGUs within CPaaS and SaaS operating segments and performs the test at the operating segment level. This is the lowest level at which management monitors goodwill for internal management purposes. Share based payment The Company offers to its executives restricted stock plans of its own issuance. The Company recognizes as expense the fair value of the shares, measured at the grant date, on a straight-line basis during the period of service required by the plan, with a corresponding entry: to the shareholders’ equity for plans exercisable in shares; and to liabilities for cash exercisable plans. When the conditions associated with the right to restricted stocks are no longer met, the expense recognized is reversed, so that the accumulated expense recognized reflects the vesting period and the Company’s best estimate of the number of shares to be delivered. The expense of the plans is recognized in the statement of profit or loss in accordance with the function performed by the beneficiary. Income tax and social contribution In Brazil, income tax (“IRPJ”) and social contribution on profit (“CSLL”), which are calculated monthly based on the taxable income, after offsetting tax losses and negative social contribution base, limited to 30% of the taxable income, applying the rate of 15% plus an additional 10% for the IRPJ and 9% for the CSLL. The income tax applicable to the subsidiary located in the United States is calculated at the rate of 21% of taxable income for the year. For subsidiaries in Mexico, current income tax is calculated at the rate of 30% of the taxable profit for the year and for the subsidiary in Argentina, the rate is based on a progressive table that varies from 25% to 35% according to profit taxable for the year. Current and deferred taxes are recognized in profit or loss unless they are related to the business combination, or items directly recognized in shareholders' equity. (i) Current tax Current tax is the estimated tax payable or receivable on taxable income or loss for the year and any adjustment to taxes payable with respect to prior years. It is measured based on the tax rates enacted or substantively enacted at the balance sheet date. Among the existing tax incentives in Brazil, the Company uses the benefit arising from the “Lei do Bem” (Law No. 11,196 05 (ii) Deferred tax Deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred income tax and social contribution asset is recognized in relation to unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they will be used. Deferred income tax and social contribution assets are reviewed at each balance sheet date and are reduced to the extent that their realization is no longer probable. Deferred tax assets and liabilities were measured at the rates that are expected to be applicable in the period in which the asset is realized, or the liability is settled, based on the tax rates and legislation in force on the date of the financial statements. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Company expects to recover or settle the carrying amount of its assets and liabilities. Deferred income tax and social contribution assets are reviewed at the reporting dates and will be reduced to the extent that their realization is no longer probable. Provisions A provision is recognized when the Company The Company Contingent assets are not recognized until the actions are finalized with a definitive favorable position for the Company 19 Provisions are reassessed at the dates of the financial statements and adjusted to reflect the best current estimate. If it is no longer probable that an outflow of resources will be required to settle the obligation, the provision is reversed. Share capital The incremental costs directly attributable to the issuance of new shares or options are shown in equity as a deduction from the amount raised, net of taxes. The capital is composed of 41,759,286 common shares. Capital increases are allowed by resolution of the Board of Directors independently of amendment to its bylaws up to the limit of 1,000,000,000 new nominative common shares with no nominal value. Financial income and financial expenses Include interest income on amounts invested, exchange rate changes on assets and liabilities, changes in the fair value of financial assets measured at fair value through profit or loss, interest on loans and financing, commissions and bank charges, among others. Interest income and expenses are recognized in the financial statement using the actual interest method. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are accounted for in profit or loss using the effective interest method. Employee benefits Profit sharing and bonuses – Employees' profit sharing and variable compensation for executives are linked to the achievement of operational and financial goals. The Company recognizes liabilities and related expenses, which are allocated to costs of services and administrative expenses, when the goals are probable to be met. |
New standards, amendments and i
New standards, amendments and interpretations of standards | 12 Months Ended |
Dec. 31, 2023 | |
New standards, amendments and interpretations of standards | |
New standards, amendments and interpretations of standards | 5 New standards, amendments, and interpretations of standards 5.1 New currently effective requirement The following amended standards are effective for annual periods beginning on or after January 1, 2023. The following amended standards and interpretations did not have a material impact on the Company’s consolidated financial statements: ● Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16 ); ● Classification of Liabilities as Current or Non-current (Amendments to IAS 1 ); ● Annual improvements to IFRS Standards 2018 - 2020 ; and ● Amendment to IFRS 3 , adding an explicit statement that an acquirer does not recognize contingent assets acquired in a business combination. ● Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2 ) ● Deferred tax related to assets and liabilities arising from a single transaction (Amendments to IAS 12 ). ● International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12) - The amendments to IAS 2 have been introduced in response to the for Economic Co-operation and Development (OECD) Base Erosion and Profit Shifting (BEPS) Pillar Two and include: ● A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and ● Disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date. 5.2 Standards issued but not yet effective A number of new standards are effective for annual periods beginning after January 1 2024 ● 1 ● 7 7 |
Cash and cash equivalents and f
Cash and cash equivalents and financial investments | 12 Months Ended |
Dec. 31, 2023 | |
Cash and cash equivalents and financial investments. | |
Cash and cash equivalents and financial investments | 6 Cash and cash equivalents and financial investments 2023 2022 Cash and banks 30,053 43,796 Short-term investments maturing in up to 90 33,689 56,447 Financial investments (b) - 8,160 Total 63,742 108,403 Cash and cash equivalents 63,742 100,243 Financial investments - 8,160 (a) Highly liquid short-term interest earning bank deposits are readily convertible into a known amount of cash and subject to an insignificant risk of change of value. They are substantially represented by interest earning bank deposits at rates varying from 100.5% to 103.0% ( 2022 (b) In March 2023, the total fund was redeemed, pursuant to the third amendment, signed in September 2022. As of December 31, 2022, the return on such investments was equivalent to 161% of the CDI. The fund's assets were divided into several different asset class pools such as Agribusiness, Real Estate, Direct Lending. Those investments were held as guarantee of the debentures borrowing contract entered into in May 2021. |
Restricted cash
Restricted cash | 12 Months Ended |
Dec. 31, 2023 | |
Restricted cash | |
Restricted cash | 7 Restricted cash The amount of R$6,403 invested in the Bank Deposit Certificate in December 2023 refers to the contractual guarantee of Votorantim S.A.’s loan. Minimum Guarantee Percentage: 33% of the outstanding balance of the Guaranteed Operation. |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other receivables | |
Trade and other receivables | 8 Trade and other receivables 2023 2022 (*) Domestic 185,099 158,510 Abroad 21,013 7,929 206,112 166,439 Allowance for expected credit losses (57,328 ) (10,427 ) Total 148,784 156,012 (*) The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. Changes in allowance for expected credit losses are as follows: 2023 2022 2021 Balance at the Beginning year (10,427 ) (8,298 ) (6,087 ) Additions (49,247 ) (23,320 ) (8,508 ) Reversal - 15,531 2,205 Write-offs 2,623 5,660 4,092 Exchange variation (277 ) - - Balance at the End of the year (57,328 ) (10,427 ) (8,298 ) The Company now establishes a percentage of provision for expected credit losses on accounts receivable from customers on its invoices when they are more than 30 days overdue. From more than 180 days past due, the invoice will have 100% of its value provisioned, as this is the period for which management believes there is no reasonable expectation that accounts receivable will be recovered. The breakdown of accounts receivable from customers by maturity is as follows: 2023 2022 Current 154,846 138,848 Overdue (days): 1 30 16,636 6,779 31 60 6,282 3,508 61 90 2,915 3,274 91 120 2,257 1,914 121 150 2,069 1,181 > 150 21,107 10,935 Total 206,112 166,439 The expected credit loss rates of accounts receivable from customers by maturity is as follows: 31 December 2023 Weighted-average loss rate Gross carrying amount Loss allowance Current (not past due) 16.15 % 152,675 (24,651 ) 1 30 9.44 % 16,636 (1,570 ) More than 31 81.38 % 38,222 (31,106 ) 31 December 2022 Weighted-average loss rate Gross carrying amount Loss allowance Current (not past due) 1.73 % 44,573 (772 ) 1 30 16.20 % 6,779 (1,098 ) More than 31 41.11 % 20,812 (8,557 ) |
Tax Assets
Tax Assets | 12 Months Ended |
Dec. 31, 2023 | |
Tax Assets | |
Tax Assets | 9 Tax assets 2023 2022 Corporate income tax (IRPJ) (a) 2,141 5,203 Social contribution (CSLL) (a) 450 513 Federal VAT (PIS/COFINS) (b) 23,147 29,022 Others 2,320 948 Total tax assets 28,058 35,686 Current 28,058 35,579 Non-current - 107 (a) Income tax and social contribution - the balance is composed by amounts withheld and advances of corporate income tax and social contribution carried out in the previous years. (b) As a result of a taxes restructuring in 2021 |
Prepayments
Prepayments | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments [Abstract] | |
Prepayments | 10 Prepayments 2023 2022 Software license 2,750 3,912 Insurance 2,998 4,061 Other 932 603 Total 6,680 8,576 Current 5,571 6,369 Non-current 1,109 2,207 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, plant and equipment. | |
Property, plant and equipment | 11 Property, plant and equipment 11.1 Breakdown of balances Average annual depreciation rates (%) Cost Accumulated depreciation Net balance December 31, 2023 Furniture and fixtures 10 800 (512 ) 288 Leasehold improvements 10 1,609 (1,262 ) 347 Data processing equipment 20 22,500 (11,341 ) 11,159 Right of use – leases 20 to 30 5,129 (2,595 ) 2,534 Machinery and equipment 10 93 (8 ) 85 Total 30,131 (15,718 ) 14,413 Average annual depreciation rates (%) Cost Accumulated depreciation Net balance December 31, 2022 Furniture and fixtures 10 724 (358 ) 366 Leasehold improvements 10 1,607 (1,100 ) 507 Data processing equipment 20 26,541 (12,548 ) 13,993 Right of use – leases 20 to 30 5,313 (709 ) 4,604 Machinery and equipment 10 374 (294 ) 80 Other fixed assets 10 to 20 158 (118 ) 40 Total 34,717 (15,127 ) 19,590 11.2 Changes in property, plant and equipment Average annual depreciation rates % December 31, 2022 Additions Disposals Hyperinflation adjustment Transfers Exchange variations December 31, 2023 Furniture and fixtures 724 62 (79 ) - 93 - 800 Leasehold improvements 1,607 2 - - - - 1,609 Data processing equipment 26,541 2,940 (6,636 ) 18 (108 ) (255 ) 22,500 Right of use – leases 5,313 - (184 ) - - - 5,129 Machinery and equipment 374 - (272 ) - (9 ) - 93 Other fixed assets 158 - (306 ) - 148 - - Cost 34,717 3,004 (7,477 ) 18 124 (255 ) 30,131 Furniture and fixtures 10 (358 ) (98 ) 29 - (85 ) - (512 ) Leasehold improvements 10 (1,100 ) (163 ) 1 - - - (1,262 ) Data processing equipment 20 (12,548 ) (4,902 ) 5,945 (677 ) 11 830 (11,341 ) Right of use – leases 20 to 30 (709 ) (2,007 ) 121 - - - (2,595 ) Machinery and equipment 10 (294 ) (8 ) 237 - 57 - (8 ) Other fixed assets 10 to 20 (118 ) - 225 - (107 ) - - (-) Accumulated depreciation (15,127 ) (7,178 ) 6,558 (677 ) ( 124 ) 830 (15,718 ) Total 19,590 (4,174 ) (919 ) (659 ) - 575 14,413 Average annual depreciation rates % December 31, 2021 Additions Additions due to acquisitions Disposals Hyperinflation adjustment Exchange variations December 31, 2022 Furniture and fixtures 1,169 - 384 (783 ) (23 ) (23 ) 724 Leasehold improvements 2,177 - 759 (1,328 ) - (1 ) 1,607 Data processing equipment 19,091 7,175 1,161 (863 ) 197 (220 ) 26,541 Right of use – leases 6,943 7,139 - (8,769 ) - - 5,313 Machinery and equipment 408 23 - (57 ) - - 374 Other fixed assets 332 2 5 (113 ) (35 ) (33 ) 158 Cost 30,120 14,339 2,309 (11,913 ) 139 (277 ) 34,717 Furniture and fixtures 10 (597 ) (148 ) - 363 12 12 (358 ) Leasehold improvements 10 (1,086 ) (251 ) - 237 - - (1,100 ) Data processing equipment 20 (9,061 ) (4,590 ) - 1,067 (163 ) 199 (12,548 ) Right of use – leases 20 to 30 (3,097 ) (2,432 ) - 4,820 - - (709 ) Machinery and equipment 10 (330 ) (19 ) - 55 - - (294 ) Other fixed assets 10 to 20 (217 ) (28 ) - 95 17 15 (118 ) (-) Accumulated depreciation (14,388 ) (7,468 ) - 6,637 (134 ) 226 (15,127 ) Total 15,732 6,871 2,309 (5,276 ) 5 (51 ) 19,590 |
Intangible assets and goodwill
Intangible assets and goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets and goodwill. | |
Intangible assets and goodwill | 12 Intangible assets and goodwill 12.1 Breakdown of balances Average annual amortization rates % Cost Amortization Net balance on December 31, 2023 Intangible assets under development - 47,124 - 47,124 Software license 20 to 50 32,217 (10,085 ) 22,132 Database 20 to 50 800 (627 ) 173 Goodwill - 923,439 - 923,439 Customer portfolio 10 135,848 (111,186 ) 24,662 Non-compete 20 2,697 (1,954 ) 743 Brands and patents 20 29 - 29 Platform 10 to 20 470,235 (141,210 ) 329,025 Total 1,612,389 (265,062 ) 1,347,327 Average annual amortization rates % Cost Amortization Impairment Net balance on December 31, 2022 Intangible assets under development - 41,707 - - 41,707 Brands and patents - 29 - - 29 Software license 20 to 50 10,112 (5,135 ) - 4,977 Database 10 800 (547 ) - 253 Goodwill - 1,060,162 - (136,723 ) 923,439 Customer portfolio 10 131,448 (94,967 ) - 36,481 Non-compete 20 2,697 (1,146 ) - 1,551 Platform 10 to 20 452,814 (84,019 ) - 368,795 Total 1,699,769 (185,814 ) (136,723 ) 1,377,232 12.2 Changes in intangible assets and goodwill Average annual amortization rates % December 31, 2022 Additions Transfers Disposals Hyperinflation adjustment Exchange variations December 31, 2023 Intangible asset in progress 41,707 47,253 (40,714 ) (5 ) 522 (1,639 ) 47,124 Software license 10,112 5,403 18,888 (2,186 ) - - 32,217 Database 800 - - - - - 800 Goodwill 923,439 - - - - - 923,439 Customer portfolio 131,448 - 4,400 - - - 135,848 Non-compete 2,697 - - - - - 2,697 Brands and patents 29 - - - - - 29 Platform 452,814 - 17,421 - - - 470,235 Cost 1,563,046 52,656 ( 5 ) (2,191 ) 522 (1,639 ) 1,612,389 Software license 20 – 50 (5,135 ) (6,465 ) 139 1,376 - - (10,085 ) Database 10 (547 ) ( 80 ) - - - - ( 627 ) Customer portfolio 10 (94,967 ) (13,652 ) (2,567 ) - - - (111,186 ) Non-compete 20 (1,146 ) (808 ) - - - - (1,954 ) Platform 10 - 20 (84,019 ) (59,624 ) 2,433 - - - (141,210 ) (-) Accumulated amortization (185,814 ) (80,629 ) 5 1,376 - - (265,062 ) Total 1,377,232 (27,973 ) - (815 ) 522 (1,639 ) 1,347,327 Average annual amortization rates % December 31, 2021 Additions Additions due to acquisitions Transfers Disposals Hyperinflation adjustment Impairment December 31, 2022 Intangible asset in progress 7,723 39,714 - (5,872 ) - 142 - 41,707 Software license 7,449 2,777 - - (77 ) (37 ) - 10,112 Database 800 - - - - - - 800 Goodwill 813,912 - 246,250 - - - (136,723 ) 923,439 Customer portfolio 118,854 - 12,594 - - - - 131,448 Non-compete 2,697 - - - - - - 2,697 Brands and patents 25 4 - - - - - 29 Platform 217,237 - 229,705 5,872 - - - 452,814 Cost 1,168,697 42,495 488,549 - (77 ) 105 (136,723 ) 1,563,046 Software license 20 – 50 (3,310 ) (1,877 ) - - 52 - - (5,135 ) Database 10 (467 ) (80 ) - - - - - (547 ) Customer portfolio 10 (80,103 ) (14,864 ) - - - - - (94,967 ) Non-compete 20 (337 ) (809 ) - - - - - (1,146 ) Platform 10 - 20 (34,123 ) (49,896 ) - - - - - (84,019 ) (-) Accumulated amortization (118,340 ) (67,526 ) - - 52 - - (185,814 ) Total 1,050,357 (25,031 ) 488,549 - (25 ) 105 ( 136,723 ) 1,377,232 The amortization of intangibles includes the amount of R$64,381 for the year ended December 31 , 2023 2022 R$59,532 and 2021 ) related to amortization of intangible assets acquired in business combinations, of which R$52,061 (In 2022 $ 44,043 and 2021 R$12,319 (In 2022 15,489 and 2021 Impairment testing In 2023 Significant assumptions Relationship between significant unobservable inputs and measurement of the present value of cash flows The present value of cash flows could increase (decrease) if: ● Annual forecast revenue growth rate; ● Forecast of the growth rate of variable input costs; ● Risk-adjusted discount rate. ● the annual growth rate of revenue was higher (lower); ● the cost growth rate was (higher) lower; ● the risk-adjusted discount rate was (higher) lower. The recoverable amount of the two The key assumptions used in the estimation of the value in use are set out below. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant markets in which CGU operates and have been based on historical data from both external and internal sources. 2023 2022 2021 Consolidated - Single CGU Weighted average annual revenue growth - - 38.10 % Weighted average annual growth of variable cost - - 30.29 % Weighted average cost of capital (WACC) - - 14.73 % Growth in terminal value - - 5.00 % CPaaS CGU Weighted average annual revenue growth 19.37 % 3.55 % - Weighted average annual growth of variable cost 20.06 % (4.51) % - Weighted average cost of capital (WACC) 15.69 % 15.44 % - Growth in terminal value 3.5 % 3.25 % - SaaS CGU Weighted average annual revenue growth 25.87 % 36.86 % - Weighted average annual growth of variable cost 18.88 % 22.94 % - Weighted average cost of capital (WACC) 15.69 % 15.44 % - Growth in terminal value 5.00 % 3.25 % - As a result of the intangible asset and goodwill impairment testing in the year ended December 31, 2023 there is no provision for impairment to be recognized. This result is attributable to CPaaS CGU improved projections compared to 2022 On December 31, 2022, the Company recognized an impairment of R$136,723 in SaaS CGU that reduced the book value of goodwill to its recoverable amount. Regarding CPaaS CGU, no goodwill impairments were identified. There was no impairment loss to be recognized for intangible assets and goodwill for the year ended December 31, 2021. |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other payables [Abstract] | |
Trade and other payables | 13 Trade and other payables 2023 2022 Domestic suppliers 243,186 176,447 Abroad suppliers (a) 3,897 3,356 Advance from customers 2,220 2,086 Related parties (b) 89,594 71,054 Other accounts payable 15,101 12,877 Total 353,998 265,820 Current 353,998 264,728 Non-current - 1,092 (a) The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totals of subgroups and without impact on the assessment of covenants. (b) The outstanding balances relate to transactions in the ordinary course of business with the Company’s shareholder . (note 28 |
Loans, borrowings and debenture
Loans, borrowings and debentures | 12 Months Ended |
Dec. 31, 2023 | |
Loans, borrowings and debentures | |
Loans, borrowings and debentures | 14 Loans, borrowings and debentures Changes in cash Changes not affecting cash Interest rate p.a. Current Non- current December 31, 2022 Proceeds Interest paid Payments Amortized cost Interest accrued December 31, 2023 Current Non- current Working capital 100% CDI 62,335 63,499 125,834 30,000 (17,533 ) (85,239 ) ( 662 ) 17,267 69,667 30,148 39,519 Debentures 18.16% 27,206 13,794 41,000 - (4,168 ) (22,471 ) ( 400 ) 4,168 18,129 6,043 12,086 89,541 77,293 166,834 30,000 (21,701 ) (107,710 ) ( 1,062 ) 21,435 87,796 36,191 51,605 Changes in cash Changes not affecting cash Interest rate p.a. Current Non- current December 31, 2021 Proceeds Interest paid Payments Interest accrued Adjustment to present value Exchange rate change December 31, 2022 Current Non- current Working capital 100% CDI 64,415 98,723 163,138 34,000 (22,868 ) (70,069 ) 22,342 (572 ) (137 ) 125,834 62,335 63,499 Debentures 18.16% - 45,000 45,000 - (7,381 ) (4,000 ) 7,381 - - 41,000 27,206 13,794 64,415 143,723 208,138 34,000 (30,249 ) (74,069 ) 29,723 (572 ) (137 ) 166,834 89,541 77,293 The portion classified in non-current liabilities has the following payment schedule: 2023 2022 2024 849 68,602 2025 26,007 8,691 2026 24,749 - Total 51,605 77,293 Working Capital On December 28, 2023, the Company through its subsidiary Zenvia Brazil entered into an agreement with Banco do Brasil S.A. for a CCB (Cédula de Crédito Bancário), in the aggregate amount of R$ 30,000, establishing a amortization schedule comprised of 36 installments, six months of grace period and 30 amortization period of principal. On May 24, 2022, the Company through its subsidiary Zenvia Brazil and Banco Votorantim S.A. entered into a loan agreement through a CCB instrument (Cédula de Crédito Bancário), in the total amount of R$20,000, which payment is guaranteed by a fiduciary assignment of credit represented by credit notes and financial investments. After an eighteen the loan (principal plus interest) shall On December 29, 2022, the Company through its subsidiary Zenvia Brazil entered into an agreement with Itaú Unibanco S.A. for a euro-denominated credit facility in the aggregate amount of R$ 14,000. The Itaú 4131 4131 4131 4131 eight one Debentures On May 10, 2021, the Company through its subsidiary D1 issued debentures, not convertible into shares, in three series totaling the amount of R$45,000, to be paid in 54 monthly installments. The interest is accrued and paid monthly. On July 30, 2021, the debenture deed was amended to include its subsidiary Zenvia Brazil as the new guarantor of D1’s obligations given that D1 was acquired by its subsidiary Zenvia Brazil. On September 12, 2022, the parties of the debenture deed entered into a new amendment to include its subsidiary Rodati Brasil as a new guarantor of D1’s obligations and to establish an amortization schedule of 19 installments, being On March 17, 2023, the debenture deed was amended enabling its subsidiary Zenvia Brazil, at its discretion, to carry out the fiduciary assignment of receivables to creditor as guarantee. On April 17, 2023, the debenture deed was amendment to establish a new amortization schedule comprised of an upfront payment in the amount of R$13,000 and eight additional installments, the first one 1 On December 18, 2023, the debenture deed was amended to establish a new amortization schedule of 36 installments, the first one The Company is currently not in breach of any of the financial obligations set forth in the private deed. Contractual clauses The Company has financing agreements in the amount of R$51,429 which are guaranteed by 20% of accounts receivable plus the balance of financial investment recorded as current assets. The guarantee amounts to three times the first payment of principal plus interest. The Company has a financing agreement with Bradesco in the amount of R$11,073 in which the guarantee is the receipt of credits from Bradesco as a client. The Company has entered into a financing agreement for the issuance of debentures guaranteed by: (i) the fiduciary assignment to creditor of receivables equivalent at least, (i) R$4,000 between November 30, 2023 and December 31, 2024; (ii) R$3,000 between January 1, 2025 and December 31, 2025 ; and (iii) R$2,000 between January 1, 2026 and December 31, which must go through an escrow account controlled by the creditor and, upon confirmation that the guarantees are in order, are subsequently released to the Company; and (ii) the fiduciary assignment to creditor of 10% of the Company's corporate stock. |
Liabilities from acquisitions
Liabilities from acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Liabilities from acquisitions | |
Liabilities from acquisitions | 15 Liabilities from acquisitions Liabilities from acquisitions 2023 2022 Acquisition of Sirena 3,496 9,802 Acquisition of D 1 20,769 45,931 Acquisition of SenseData 41,943 66,202 Acquisition of Movidesk (i) 228,495 229,695 Total liabilities from acquisitions 294,703 351,630 Current 134,466 60,778 Non-current 160,237 290,852 (i) On February 6, 2024, entered into agreements with its subsidiaries and D 1 30.3 30.4 Set out below are the future payments of the Liabilities from acquisition as at December 31, 2023, as follows: 2023 Sirena D 1 Sensedata Movidesk 2024 3,496 17,802 20,972 92,197 2025 - 2,967 20,971 68,149 2026 - - - 68,149 3,496 20,769 41,943 228,495 |
Employee benefits
Employee benefits | 12 Months Ended |
Dec. 31, 2023 | |
Employee benefits | |
Employee benefits | 16 Employee benefits 2023 2022 Salary 10,286 1,641 Labor provisions (vacation) 16,481 15,877 Provision for bonus 22,578 15,002 Other obligations 539 2,519 Long-term benefits (a) 816 62 Total 50,700 35,101 Current 50,085 35,039 Non-current 615 62 (a) Effect of the provision for taxes to be paid on the delivery of restricted Class A common shares (“RSU”) of the plan described in Note 20 |
Tax liabilities
Tax liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Tax liabilities | |
Tax liabilities | 17 Tax liabilities 2023 2022 Social security 2,498 2,710 Severance indemnity fund (FGTS) 1,096 1,006 Federal VAT (PIS/COFINS) 1,672 4,276 Withholding income taxes (IRF/CSRF) 7,656 5,723 Service taxes (ISSQN) 1,254 1,337 Other 4,670 1,994 Total 18,846 17,046 |
Lease liabilities
Lease liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Lease liabilities | |
Lease liabilities | 18 Lease liabilities On December 31, 2023, the Company had lease agreements corresponding mainly to the lease of third-party properties, with an average term of 2 to 5 years. The amount of the lease liability obligation in 2023 2022 The change in the Company's lease liability balance to December 31, 2023 and 2022 Changes in cash Changes not affecting cash Current Non- current Balance on December 31, 2022 Lease payments Interest paid Lease termination Remeasurements and new contracts Interest Balance on December 31, 2023 Current Non- Current Lease of properties and equipment 1,992 2,824 4,816 (1,995 ) (327 ) (63 ) - 377 2,808 2,056 752 Changes in cash Changes not affecting cash Current Non- current Balance on December 31, 2021 Lease payments Interest paid Lease termination Remeasurements and new contracts Interest Balance on December 31, 2022 Current Non- Current Lease of properties and equipment 2,220 2,038 4,258 (2,884 ) (260 ) (3,949 ) 7,139 512 4,816 1,992 2,824 The discount rate adopted by the Company was 10.12% p.a. for property and equipment rental contracts. |
Provisions for tax, labor and c
Provisions for tax, labor and civil risks | 12 Months Ended |
Dec. 31, 2023 | |
Provisions for tax, labor and civil risks | |
Provisions for tax, labor and civil risks | 19 Provisions for tax, labor and civil risks 19.1 Provisions for probable losses The Company, in the ordinary course of its business, is subject to tax, civil and labor lawsuits. Management, supported by its legal advisors' opinion, assesses the probability of the outcome of the lawsuits in progress and the need to record a provision for risks that are considered sufficient to cover the probable losses. The table below presents the position of provisions for disputes, probable losses and judicial deposits which refer to lawsuits in progress. 2023 2022 Provisions Service tax (ISSQN) Lawsuit – Company Zenvia (a) 39,855 37,525 Labor provisions and other provisions 2,352 2,225 Total provisions 42,207 39,750 Judicial deposits Service tax (ISSQN) judicial deposits – Lawsuit Company Zenvia (a) (39,895 ) (37,561 ) Labor appeals judicial and other deposits (591 ) (220 ) Total judicial deposits (40,486 ) (37,781 ) Total 1,721 1,969 (a) The amount of the liability related to the provision and judicial deposits for tax risk refers to the lawsuit filed by the City of Porto Alegre about the service tax (ISSQN) against Zenvia Brazil itself. 19.2 Contingencies with possible losses The Company is involved in contingencies for which losses are possible, in accordance with the assessment prepared by Management with support from legal advisors. On December 31, 2023, the total amount of contingencies classified as possible was R$75,655 (R$66,725 as of December 31, 2022). The most relevant cases are set below: Taxes: The Company is involved in disputes related to: (i) administrative claim imposed by the authority of the city of Porto Alegre related to differences in the tax classification and rates of SMS A 2 Labor: the labor contingencies assessed as possible losses totaled R$2,551 as of December 31, 2023 (R$68 as of December 31, 2022). Labor-related actions essentially consist of issues related to commission differences, variable compensation and salary parity. Civil: the civil contingencies assessed as possible losses totaled R$961 as of December 31, 2023 (R$633 as of December 31, 2022). Changes in provisions are as follows: Provision Balance at January 1, 2022 36,076 Additions 4,396 Reversals (248 ) Payments (474 ) Balance at December 31, 2022 39,750 Additions 5,731 Reversals (1,689 ) Payments (1,585 ) Balance at December 31, 2023 42,207 Changes in judicial deposits are as follows: Deposits Balance at January 1, 2022 34,707 Additions 3,255 Reversals (114 ) Payments (67 ) Balance at December 31, 2022 37,781 Additions 2,705 Reversals - Payments - Balance at December 31, 2023 40,486 |
Long-Term Incentive Programs an
Long-Term Incentive Programs and Management remuneration | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Incentive Programs and Management remuneration | |
Long-Term Incentive Programs and Management remuneration | 20 Long-Term Incentive Programs and Management remuneration The Company offers to its executives and employees long-term incentive plans (“ILPs”) based on the issuance of restricted Class A common shares (“RSUs”) and cash-based payments equivalent to RSU. The Company recognizes as expense the fair value of RSUs, measured at the grant date, on a straight-line basis during the vesting provided by the respective plan, with a corresponding entry: to shareholders’ equity for plans exercisable in shares; and to liabilities for plans exercisable in cash. The accumulated expense recognized reflects the vesting period and the Company’s best estimate of the number of shares to be delivered. The expense of the plans is recognized in the statement of profit or loss in accordance with the function performed by the beneficiary. Since its Initial Public Offering (IPO), the Company settled four Long-Term Incentive Programs, being two two three 2 3 2 3 On May 4, 2022, the Executive Board of Directors approved a new Long-Term Incentive Program (“ILP 4 4 2022 On February 24, 2023, the Executive Board of Directors approved a new Long-Term Incentive Program (“ILP 5 Company As of December 31, 2023, the Company had outstanding 2,450,849 “RSUs” that were authorized but not yet issued, related with future vesting conditions. The total compensation cost related to unvested RSUs was R$2,314 (R$2,164 as of December 31, 2022) recorded in the consolidated financial statements. An expense amounting to R$4,193 (R$3,955 for the year ended December 31, 2022) was recorded in the consolidated statements of profit or loss position as relative to the vesting period of the restricted share units. Date Quantity Grant Vesting Shares granted Weighted average grant date fair value (Per share) 08.09.2021 12.22.2022 45,522 59.11 08.23.2021 12.22.2022 11,436 84.50 08.24.2021 12.22.2022 3,833 86.68 05.05.2022 05.09.2024 240,000 75.72 03.13.2023 12.31.2025 2,300,000 8.34 2,600,791 As of December 31, 2023 the Company has shares issued (outstanding shares), reserved for the shared based payment plans. The roll forward of the outstanding shares for the year ended December 31, 2023, is presented as follows: Consolidated Outstanding RSU as of December 31, 2021 60,791 Shares granted 240,000 Shares delivered (5,457 ) Outstanding RSU on December 31, 2022 295,334 Shares granted 2,300,000 Shares delivered (144,485 ) Outstanding RSU on December 31, 2023 2,450,849 Key management personnel compensation Key management personnel compensation comprised the following: For the Year ended December 31 2023 2022 Short-term employee benefits 13,363 19,739 Other long-term benefits 1,120 530 Termination benefits 873 1,159 Share-based payments 1,466 2,218 Total 16,822 23,646 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity | |
Equity | 21. Equity Share Capital Shareholder’s Class December 31, 2023 % (i) December 31, 2022 % (i) December 31, 2021 % (i) Bobsin Corp B 9,578,220 22.92 9,578,220 22.95 9,578,220 22.95 Bobsin Corp A 897,635 2.15 897,635 2,15 897,635 2.15 Oria Zenvia Co-investment Holdings, LP B 7,119,930 17.04 3,178,880 7.62 3,178,880 7.62 Oria Zenvia Co-Investment Holdings II LP B - - 3,941,050 9.44 3,941,050 9.44 Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia B 4,329,105 10.36 4,329,105 10.37 4,329,105 10.37 Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia A - - 27,108 0.06 27,108 0.06 Oria Tech 1 B 2,637,670 6.31 2,637,670 6.32 2,637,670 6.32 Twilio Inc. A 3,846,153 9.20 3,846,153 9.21 3,846,153 9.21 D 1 A 1,942,750 4.65 1,942,750 4.65 1,942,750 4.65 Sirena former shareholders A - - 89,131 0.21 89,131 0.21 SenseData former shareholders A 94,200 0.23 94,200 0.23 94,200 0.23 Movidesk former shareholders A 315,820 0.76 315,820 0.76 315,820 0.76 Spectra I - Fundo de Investimento em Participações A 39,940 0.10 39,940 0.10 39,940 0.10 Spectra II - Fundo de Investimento em Participações A 159,770 0.38 159,770 0.38 159,770 0.38 Others A 10,834,150 25.90 10,662,551 25.55 10,662,551 25.55 41,795,343 100 41,739,983 100 41,739,983 100 On August 31, 2023, the Company issued 109,395 Class A common shares to certain key management as payment for providing services and 3,888 Class A common shares to certain key officers as part of the Company’s long-term incentive plans Nos. 2 3 On February 27, 2023, the Company issued Class A common shares to certain key officers and employees as part of the Company’s long-term incentive plans Nos. 2 3 |
Segment reporting
Segment reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment reporting | |
Segment reporting | 22. Segment reporting 22.1 Basis for segmentation a) Reportable segments The segment reporting is based on information used by the Executive Board of Directors (Board) represented by the Chief Executive Officer (CEO). Until the middle of 2022 2022 The two operating segments offer different products and services and are managed separately because they require different technology and marketing strategies. The following summary describes the operations of each reportable segment. Reportable segments Operations SaaS (Software-as-a-Service) Includes the following solutions: i. Zenvia Active multi-channel end-customer acquisition campaigns utilizing data intelligence and multi-channel automation. ii. Zenvia iii. Zenvia iv. Zenvia v. Consulting: A Business Intelligence team that provides CPaaS (Communications Platform as a Service) Includes services such as SMS, Voice, WhatsApp, Instagram and Webchat, all such applications being orchestrated and automated by chatbots, single customer view, journey designer, documents composer and authentication. b) In 2023, the Company revisited and reclassified the information used by the Board to reallocate amounts of amortization of intangible assets acquired in business combinations. Intangible expenses that were previously recorded in the parent entity of the acquiree aligned to the CPaaS segment were reclassified to the SaaS segment to align with the business operation of the acquiree entity. As a result of this reclassification, R$52,061 related to amortization of intangible assets were reclassified from the CPaaS segment to the SaaS segment and the previously presented financial statements have been reclassified for consistency of presentation. 22.2 Information about reportable segments The following table present revenue and cost of services information for the Company operations segments for the year ended December 31, 2023 and 2022 2023 2022 CPaaS SaaS Consolidated CPaaS SaaS Consolidated Revenue 512,565 295,012 807,577 496,161 260,554 756,715 Cost of services (318,303 ) (158,732 ) (477,035 ) (335,888 ) (131,915 ) (467,803 ) Gross profit 194,262 136,280 330,542 160,273 128,639 288,912 Operational expenses, finance income, finance expenses, taxes and fair values gains and losses on certain financial assets and liabilities are not allocated to individual segments as these are managed on an overall group basis. 22.3 Major customer In December 2023, the Company had one customer representing more than 10% of consolidated revenue. For the year ended December 31, 2023, 2022 and 2021 22.4 Revenue geographic information The Company’s revenue by geographic region is presented below: For the year ended December 31, 2023 2022 2021 Primary geographical markets Brazil 718,297 687,691 531,569 USA 35,013 14,336 31,701 Argentina 11,771 11,231 5,875 Mexico 12,743 14,402 11,037 Switzerland 182 631 8,118 Colombia 5,305 5,541 5,704 Peru 5,403 4,463 3,203 Chile 4,210 3,781 2,856 Others 14,653 14,639 12,261 Total 807,577 756,715 612,324 |
Costs and expenses by nature
Costs and expenses by nature | 12 Months Ended |
Dec. 31, 2023 | |
Costs and expenses by nature | |
Costs and expenses by nature | 23 Costs and expenses by nature For the year ended December 31, 2023 Cost of services Sales and marketing expenses General administrative expenses Research and development expenses Allowance for credit losses Other income and expenses, net Total Personnel expenses Salary (15,030 ) (37,769 ) (33,074 ) (4,330 ) - - (90,203 ) Benefits (4,335 ) (7,399 ) (6,777 ) (6,526 ) - - (25,037 ) Compulsory contributions to social security (4,457 ) (11,198 ) (12,760 ) (11,745 ) - - (40,160 ) Compensation (110 ) (735 ) (1,306 ) (447 ) - - (2,598 ) Provisions (vacation/ 13 (3,903 ) (8,233 ) (6,589 ) (8,485 ) - - (27,210 ) Provision for bonus and profit sharing (1,864 ) (6,702 ) (10,633 ) (7,304 ) - - (26,503 ) Other (11 ) (336 ) (2,371 ) (288 ) - - (3,006 ) Total (29,710 ) (72,372 ) (73,510 ) (39,125 ) - - (214,717 ) Costs with operators/Other costs (382,267 ) - - - - - (382,267 ) Depreciation and amortization (65,058 ) (1,695 ) (17,243 ) (3,811 ) - - (87,807 ) Outsourced services - (3,711 ) (20,620 ) (3,123 ) - - (27,454 ) Rentals/insurance/condominium/water/energy - (9 ) (816 ) (356 ) - - (1,181 ) Allowance for credit losses - - - - (49,247 ) - (49,247 ) Marketing expenses / events (*) - (17,330 ) (890 ) - - - (18,220 ) Software license - (5,378 ) (11,549 ) (4,618 ) - - (21,545 ) Commissions - (6,059 ) (26 ) (297 ) - - (6,382 ) Communication (*) - (130 ) (19 ) (732 ) - - (881 ) Travel expenses - (868 ) (848 ) (234 ) - - (1,950 ) Other expenses - (2,241 ) (3,302 ) (488 ) - - (6,031 ) Earn-out - - - - - 963 963 Result of disposal of assets - - - - - (816 ) (816 ) Other income and expenses, net - - - - - (753 ) (753 ) Total expenses by nature (477,035 ) (109,793 ) (128,823 ) (52,784 ) (49,247 ) (606 ) (818,288 ) (*) The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. For the year ended December 31, 2022 Cost of services Sales and marketing expenses General administrative expenses Research and development expenses Allowance for credit losses Goodwill impairment Other income and expenses, net Total Personnel expenses Salary (15,439 ) (45,186 ) (34,294 ) (24,923 ) - - - (119,842 ) Benefits (3,956 ) (5,910 ) (5,240 ) (2,999 ) - - - (18,105 ) Compulsory contributions to social security (2,176 ) (13,066 ) (10,230 ) (7,235 ) - - - (32,707 ) Compensation (150 ) (2,354 ) (1,445 ) (708 ) - - - (4,657 ) Provisions (vacation/ 13 (3,471 ) (8,979 ) (6,535 ) (4,983 ) - - - (23,968 ) Provision for bonus and profit sharing (760 ) (4,941 ) (12,033 ) (4,013 ) - - - (21,747 ) IPO Bonus and share-based payment (39 ) (743 ) (1,941 ) (1,232 ) - - - (3,955 ) Compensation to former shareholders - - (2,095 ) - - - - (2,095 ) Other (29 ) (2,429 ) (3,579 ) (1,161 ) - - - (7,198 ) Total (26,020 ) (83,608 ) (77,392 ) (47,254 ) - - - (234,274 ) Costs with operators/Other costs (388,832 ) - - - - - - (388,832 ) Depreciation and amortization (52,951 ) (1,222 ) (20,490 ) (331 ) - - - (74,994 ) Goodwill impairment - - - - - (136,723 ) - (136,723 ) Outsourced services - (5,202 ) (24,147 ) (6,332 ) - - - (35,681 ) Rentals/insurance/condominium/water/energy - (14 ) (2,133 ) (342 ) - - - (2,489 ) Allowance for credit losses - - - - (7,789 ) - - (7,789 ) Marketing expenses / events (*) - (11,255 ) (311 ) (15 ) - - - (11,581 ) Software license - (2,035 ) (6,514 ) (1,410 ) - - - (9,959 ) Commissions - (4,408 ) - - - - - (4,408 ) Communication (*) - (7,461 ) (1,794 ) (577 ) - - - (9,832 ) Travel expenses - (970 ) (2,057 ) (530 ) - - - (3,557 ) Other expenses - (3,261 ) (12,620 ) (7,281 ) - - - (23,162 ) Earn-out - - - - - - (98,650 ) (98,650 ) Result of disposal of assets - - - - - - (41 ) (41 ) Other income and expenses, net - - - - - - (3,733 ) (3,733 ) Total expenses by nature (467,803 ) (119,436 ) (147,458 ) (64,072 ) (7,789 ) (136,723 ) (102,424 ) (1,045,705 ) (*) The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. For the year ended December 31, 2021 Cost of services Sales and marketing expenses General administrative expenses Research and development expenses Allowance for credit losses Other income and expenses, net Total Personnel expenses Salary (6,662 ) (28,550 ) (20,450 ) (19,726 ) - - (75,388 ) Benefits (1,606 ) (3,378 ) (2,260 ) (1,162 ) - - (8,406 ) Compulsory contributions to social security (2,161 ) (9,809 ) (5,892 ) (6,338 ) - - (24,200 ) Compensation (172 ) (1,821 ) (87 ) (109 ) - - (2,189 ) Provisions (vacation/ 13 (1,623 ) (4,980 ) (2,849 ) (2,346 ) - - (11,798 ) Provision for bonus and profit sharing (573 ) (3,901 ) (3,409 ) (3,457 ) - - (11,340 ) IPO Bonus and share-based payment (13 ) (412 ) (45,409 ) (615 ) - - (46,449 ) Compensation to former shareholders (1,045 ) (147 ) (19,062 ) - - - (20,254 ) Other (213 ) (2,327 ) (2,736 ) (1,180 ) - - (6,456 ) Total (14,068 ) (55,325 ) (102,154 ) (34,933 ) - - (206,480 ) Costs with operators/Other costs (384,727 ) (173 ) - (269 ) - - (385,169 ) Depreciation and amortization (22,832 ) (170 ) (18,064 ) (64 ) - - (41,130 ) Outsourced services (2,143 ) (7,403 ) (21,943 ) (9,944 ) - - (41,433 ) Rentals/insurance/condominium/water/energy - (29 ) (1,156 ) - - - (1,185 ) Allowance for credit losses - - - - (6,303 ) - (6,303 ) Marketing expenses / events (*) (3 ) (8,131 ) (119 ) (5 ) - - (8,258 ) Software license - (622 ) (5,382 ) (350 ) - - (6,354 ) Commissions - (2,400 ) (64 ) - - - (2,464 ) Communication (*) (6,940 ) (4,663 ) (2,023 ) (363 ) - - (13,989 ) Travel expenses (14 ) (148 ) (436 ) (98 ) - - (696 ) Other expenses (692 ) (1,303 ) (3,658 ) (282 ) - - (5,935 ) Earn-out (i) - - - - - 60,970 60,970 Result of disposal of assets - - - - - (258 ) (258 ) Other income and expenses, net - - - - - (140 ) (140 ) Total expenses by nature (431,419 ) (80,367 ) (154,999 ) (46,308 ) (6,303 ) 60,572 (658,824 ) (*) The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. (i) As of December 2021, the Company recognized the fair value on the earn-out future payments of R$ 60,970 as other operating income. |
Financial Income (Expenses)
Financial Income (Expenses) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Income (Expenses) | |
Financial Income (Expenses) | 24 Financial Income (Expenses) For the year ended December 31, 2023 2022 2021 Finance expenses Interest on loans and financing (17,269 ) (22,342 ) (13,939 ) Interest on Debentures (4,166 ) (7,381 ) (3,151 ) Discount (15,073 ) (2,086 ) (88 ) Foreign exchange losses (9,707 ) (12,629 ) (21,128 ) Bank expenses and IOF (tax on financial transactions) (3,098 ) (3,990 ) (6,575 ) Other financial expenses (2,578 ) (3,321 ) (4,766 ) Interests on leasing contracts (377 ) (512 ) (356 ) Losses on derivative instrument - (895 ) (210 ) Inflation adjustment (2,993 ) (65 ) (1,554 ) Interest and adjustment to present value (APV) on liabilities from acquisition ( 17,380 ) (24,024 ) - Total financial expenses (72,641 ) (77,245 ) (51,767 ) Finance income Interest 135 1,505 3,917 Foreign exchange gain 11,827 14,513 18,822 Interests on financial instrument 4,956 14,036 8,322 Other financial income 2,013 765 1,663 Gain on financial instrument - 482 74 Interest and adjustment to present value (APV) on liabilities from acquisition 9,658 2,122 - Total finance income 28,589 33,423 32,798 Net finance costs (44,052 ) (43,822 ) (18,969 ) |
Income tax and social contribut
Income tax and social contribution | 12 Months Ended |
Dec. 31, 2023 | |
Income tax and social contribution | |
Income tax and social contribution | 25 Income tax and social contribution 2023 2022 2021 Deferred taxes on temporary differences and tax losses 202 91,249 23,313 Current tax expenses (6,210 ) (1,462 ) (2,490 ) Tax benefit (expense) (6,008 ) 89,787 20,823 25.1 Reconciliation between the nominal income tax and social contribution rate and effective rate 2023 2022 2021 Income before income tax and social contribution (54,763 ) (332,812 ) (65,469 ) Basic rate 34% 34% 34% Income tax and social contribution 18,619 113,156 22,259 Tax Incentives - “Lei do Bem 11.196 05 16,616 5,000 - Tax loss carryforward not recorded from subsidiaries ( 7,384 ) (1,823 ) (6,185 ) IPO Bonus - (1,345 ) (15,967 ) Earn-out adjustment - - 20,730 Goodwill impairment - (13,427 ) - Write-off of deferred tax assets (i) (19,048 ) - - Profits of subsidiaries abroad (8,328 ) (5,442 ) - Difference in tax rate in the subsidiary (2,145 ) (1,835 ) (951 ) Others (4,338 ) (4,497 ) 937 Tax benefit (expense) (6,008 ) 89,787 20,823 Effective rate -10.97% 26.98% 31.81% (i) Write off of deferred tax assets based on Company`s estimate of recoverability in the near future. 25.2 . Breakdown and Changes in deferred income tax and social contribution 2023 2022 2021 Deferred tax assets Provision for labor, tax and civil risk 13,551 12,583 10,428 Allowance for doubtful accounts 4,781 2,160 2,181 Tax losses and negative basis of social contribution tax 8,059 13,039 11,728 Provision for compensation or renegotiation from acquisitions 34,908 52,837 13,615 Goodwill impairment 33,059 33,059 - Customer portfolio and platform 16,154 901 (14,673 ) Other temporary differences 8,244 3,975 4,026 Total deferred tax assets 118,756 118,554 27,305 Deferred Tax liabilities Goodwill (26,785 ) (26,785 ) (26,785 ) Total deferred tax liabilities (26,785 ) (26,785 ) (26,785 ) Net deferred tax 91,971 91,769 520 Deferred taxes – assets 91,971 91,769 2,276 Deferred taxes – liabilities - - (1,756 ) Balance at December 31, 2021 520 Additions 91,321 Reversals (72 ) Balance at December 31, 2022 91,769 Additions 23,111 Reversals (22,909 ) Balance at December 31, 2023 91,971 25.3 Movement of deferred income tax and social contribution 2023 Deferred taxes 2023 2022 Deferred taxes 2022 2021 Provision for labor, tax and civil risk 13,551 968 12,583 2,155 10,428 Allowance for doubtful accounts 4,781 2,621 2,160 (21 ) 2,181 Tax losses and negative basis of social contribution tax 8,059 (4,980 ) 13,039 1,311 11,728 Goodwill (26,785 ) - (26,785 ) - (26,785 ) Deferred tax from customer portfolio and digital platform 16,154 15,253 901 15,574 (14,673 ) Provision for compensation or renegotiation from acquisitions 34,908 (17,929 ) 52,837 39,222 13,615 Impairment goodwill 33,059 - 33,059 33,059 - Other temporary differences 8,244 4,269 3,975 (51 ) 4,026 Total 91,971 202 91,769 91,249 520 |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings per share | |
Earnings per share | 26 Earnings per share The calculation of basic earnings per share is calculated by dividing loss of the period by the weighted average number of common shares existing during the period. Diluted earnings per share are calculated by dividing net income for the period by weighted average number of common shares existing during the period plus weighted average number of common shares that would be issued upon conversion of all potentially dilutive common shares into common shares. For the year ended December 31, 2023, 2022 and 2021 2023 2022 2021 Basic and diluted earnings per share Numerator Loss of the period assigned to Company’s shareholders (61,004 ) (243,029 ) (44,646 ) Denominator Weighted average for number of common shares 41,739,993 41,595,506 32,616,258 Basic and diluted loss per share (in reais) (1.456 ) (5.843 ) (1.369 ) |
Risk management and financial i
Risk management and financial instruments | 12 Months Ended |
Dec. 31, 2023 | |
Risk management and financial instruments | |
Risk management and financial instruments | 27. Risk management and financial instruments 27.1. Classification of financial instruments The classification of financial instruments is presented in the table below: December 31, 2023 December 31, 2022 Amortized cost Fair value through profit or loss Level 1 Level 2 Level 3 Amortized cost Fair value through profit or loss Level 1 Level 2 Level 3 Assets Cash and cash equivalents 63,742 - - - - 43,796 56,447 56,447 - - Financial investment - - - - - - 8,160 8,160 - - Restricted cash 6,403 - - - - - - - - - Trade accounts receivable 148,784 - - - - 156,012 - - - - Total assets 218,929 - - - - 199,808 64,607 64,607 - - Liabilities Loans and financing 87,796 - - - - 166,834 - - - - Trade and other payable 353,998 - - - - 265,820 - - - - Liabilities from acquisition 292,152 - - - - 285,428 66,202 - - 66,202 Total liabilities 733,946 - - - - 718,082 66,202 - - 66,202 27.1.1 Level 3 The fair value of liabilities from acquisitions is determined using unobservable inputs, therefore it is classified in the level 3 Type Valuation technique Significant unobservable inputs Inter-relationship between significant unobservable and fair value measurement Liabilities from acquisition Market Comparison: The valuation model considers the acquisition price of companies of similar size, sector. - Acquisitions multiples ranges depending on the gross profit business plan achievement The estimated fair value would increase (decrease) if:- The gross profit was higher (lower) in the period of the earn-out calculation. From the amount to be paid related to liabilities from acquisitions, the Company has a liability arising from its acquisitions that will be settled as certain milestones established in the contract are reached. On October 31, 2023 the calculation period ended and in December, the amounts were approved by the executive sellers. As of December 31, 2023, the Company does not have amounts recorded under Liabilities from acquisition classified as level 3 27.2 Financial risk management The main financial risks to which the Company and its subsidiaries are exposed when conducting their activities are: (a) Credit risk It results from any difficulty in collecting the amounts of services provided to the customers. The Company and its subsidiaries are also subject to credit risk from their interest earning bank deposits. The credit risk related to the provision of services is minimized by a strict control of the customer base and active delinquency management by means of clear policies regarding the concession of services. There is no concentration of transactions with customers and the default level is historically very low. In connection with credit risk relating to financial institutions, the Company and its subsidiaries seek to diversify such exposure among financial institutions. Credit risk exposure The book value of financial assets represents the maximum credit exposure. The maximum credit risk exposure on financial information date was: 2023 2022 Cash and cash equivalents 63,742 100,243 Financial investment - 8,160 Restricted cash 6,403 - Trade accounts receivable 148,784 156,012 Total 218,929 264,415 Additionally, the Company considers that accounts receivable had a significant increase in credit risk and provides for: ● All notes receivable past due for more than 180 days; ● Notes subject to additional credit analysis presenting indicators of significant risks of default based on ongoing renegotiations, failure indicators or judicial recovery ongoing processes and customers with relevant evidence of cash deteriorating situation. (b) Market Risk Interest rate and inflation risk: Interest rate risk arises from the portion of debt and interest earning bank deposits remunerated at CDI (Interbank Deposit Certificate) rate, which may adversely affect the financial income or expenses in the event an unfavorable change in interest and inflation rates takes place. (c) Operations with derivatives The Company uses derivative financial instruments to hedge against the risk of change in the foreign exchange rates. Therefore, they are not speculative. The derivative financial instruments designated in hedge operations are initially recognized at fair value on the date on which the derivative contract is executed and are subsequently remeasured to their fair value. Changes in the fair value of any of these derivative instruments are immediately recognized in the statement of profit or loss under “net financial cost”. As of December 31, 2023, the Company no longer has derivative financial instruments. (d) Liquidity risk The liquidity risk consists of the risk of the Company not having sufficient funds to settle its financial liabilities. The Company’s and its subsidiaries’ cash flow and liquidity control are closely monitored by Company’s Management, so as to ensure that cash operating generation and previous fund raising, as necessary, are sufficient to maintain the payment schedule, thus not generating liquidity risk for the Company and its subsidiaries. We are committed to and have been taking all the necessary actions that we consider necessary to enable the Company to obtain the funding to ensure it will continue its regular operations in the next twelve We present below the contractual maturities of financial liabilities including payment of estimated interest. Non-derivative financial liabilities Book value Contractual cash flow Up to 12 1 2 2 3 > 3 Loans, borrowings and debentures 87,796 101,391 41,807 39,183 20,401 - Trade and other payables 353,998 353,998 353,998 - - - Liabilities from acquisitions 294,703 294,703 134,466 92,088 68,149 - Lease liabilities 2,808 3,319 2,051 1,268 - - Total 739,305 753,411 532,322 132,539 88,550 - (e) Capital management The Company's capital management aims to ensure that an adequate credit rating is maintained, as well as a capital relationship, so as to support Company's business and leverage shareholders' value. The Company controls its capital structure by adjusting it to the current economic conditions. In order to maintain an adjusted structure, the Company may pay dividends, return capital to the shareholders, obtain funding from new loans, issue promissory notes and contract derivative transactions. The Company considers its net debt structure as loans and financing less cash and cash equivalents. The financial leverage ratios are summarized as follows: 2023 2022 Loans and borrowings 87,796 166,834 Cash and cash equivalents (63,742 ) (100,243 ) Net debt 24,054 66,591 Total equity attributable to owners of the Company 888,810 953,336 Net debt/equity attributable to owners of the Company (%) 0.03 0.07 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties | |
Related Parties | 28. Related Parties Related parties transactions are carried out under conditions and prices established by the parties, the intercompany transactions are eliminated in consolidation. As of December 31, 2023, the Company has in trade and other payables R$89,594 (R$71,054 as of December 31, 2022) with shareholder Twilio Inc. related to agreement established between the Company and Twilio Inc. which regarding for the reimbursement of SMS costs. For the year ended December 31, 2023, the Company recognized in profit or loss the total of R$9,745 (In 2022 |
Events after the reporting peri
Events after the reporting period | 12 Months Ended |
Dec. 31, 2023 | |
Events after the reporting period | |
Events after the reporting period | 29 Events after the reporting period 29.1 New agreement with Banco ABC Brasil S.A. On April 12, 2024, Zenvia Brazil entered into an agreement with Banco ABC Brasil S.A. for a Commercial Notes, in the aggregate amount of R$15,000, establishing an amortization schedule comprised of 18 installments, six months 29.2 New agreement with Banco Santander Brasil S.A. On April 18, 2024, Zenvia Brazil entered into an agreement with Banco Santander S.A. for a CCB (Cédula de Crédito Bancário) in the aggregate amount of R$25,000, establishing an amortization schedule comprised of 12 installments, three 29.3 New agreement with Banco Itaú S.A. On January 4, 2024, Zenvia Brazil entered into an agreement with Banco Itau S.A. for a CCB (Cédula de Crédito Bancário), in the aggregate amount of R$12,000, establishing an amortization schedule comprised of 36 installments, six months 29.4 New agreement with Banco Bradesco S.A. On January 3, 2024, Zenvia Brazil signed an amendment with Banco Bradesco S.A. for a CCB (Cédula de Crédito Bancário) in the original aggregate amount of R$30,000, current balance R$11,073, establishing a new amortization schedule comprised of 36 installments, six months 29.5 New agreement with Movidesk former shareholders of Earnout payment On February 6, 2024, Zenvia Brazil renegotiated the earnout with Movidesk, with a total balance of R$206,699 as of December 31, 2023. Payment terms have been extended to a total of 60 months, with final due date in December 2028, with Zenvia option to convert approximately R$100,000 of total debt into equity, subject to certain conversion deadlines agreed between the parties. 29.6 New agreement with D 1 On February 6, 2024, Zenvia Brazil renegotiated the D 1 six 29.7 Capital increase On February 6, 2024, Zenvia issued 8,860,535 Class A common shares acquired by Cassio Bobsin, Zenvia’s founder & CEO via Bobsin Corp, for the price of US$1.14 per Class A common share (which corresponds to the Nasdaq closing price as of January 30, 2024), representing a total investment of approximately R$50,000 in the Company. Pursuant to the terms of the investment agreement in connection with such transaction, for a period of three years 29.8 New long-Term Incentive Program On March 6, 2024, the Executive Board of Directors approved a new Long-Term Incentive Program (“ILP 6 thirty six months 6 2,300,000 |
Material Accounting Policies (P
Material Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Material Accounting Policies | |
Basis of Consolidation | a. (i) Business Combination The Company accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company. When determining whether a particular set of activities and assets is a business, the Company assesses whether the acquired set of assets and activities includes, at a minimum, an input and a substantive process and whether the acquired set has the ability to produce outputs. The Company has the option of applying a "concentration test" that allows for a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred on acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are recognized as expenses when incurred unless they relate to the issuance of debt or equity securities. The consideration transferred does not include amounts referring to the settlement of pre-existing relationships. These amounts are generally recognized in profit or loss. Any contingent consideration is measured at fair value on the acquisition date. If a contingent consideration payable meets the definition of a financial instrument, it is classified as equity, is not revalued and the settlement is accounted for in equity. Otherwise, another contingent consideration is remeasured to fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss. The Company classified the principal amount and the monetary correction of the installment payments for the liabilities from acquisition as a financing activity in the statements of cash flows. (ii) Subsidiaries Subsidiaries are entities controlled by the Company. The Company ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control begins until the date on which control ceases. (iii) Principles of consolidation The consolidated financial statements include the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Foreign currency | b. Foreign currency (i) Transactions in foreign currency Transactions in foreign currency, that is, all those not carried out in the functional currency, are translated at the exchange rate on the dates of each transaction. Monetary assets and liabilities in foreign currency are translated into the functional currency at the exchange rate on the closing date. Gains and losses from changes in exchange rates on monetary assets and liabilities are recognized in the income statement. |
Revenue | Revenue Performance obligations and revenue recognition policies The following table provides information about the nature and timing of satisfaction of performance obligations in customer contracts, including significant payment terms, and related revenue recognition policies. Type of Services Nature and timing of satisfaction of performance obligations, including significant payment terms Revenue recognition policy CPaaS (Communications Platform as a Service) solutions The CPaaS revenue derives primarily from fees based on use of the services available on our communication platform. The use of these services is measured by volume usage and revenues are recognized over the period of use. The Company provides services to clients with fixed-term contracts for a fixed or indefinite period. Small customers and customers who pay by credit card are billed in advance, while large customers are billed monthly. Collections are made within thirty days of billing. Revenue is recognized when control of services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of any taxes levied on customers, which are subsequently remitted to government authorities. Invoiced amounts are recorded in accounts receivable and in revenue or advances from customers, depending on whether the revenue recognition criteria are met. The company’s agreements with customers do not provide rights of return. SaaS (Software-as-a-Service) The nature of the SaaS services refers to license subscriptions for the use of Zenvia platforms, where it is recognized proportionally to the time contracted. In general, licenses are billed monthly on the postpaid model. Revenue is recognized when control of services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services – over the time of license usage entitlement. Revenue is recognized net of any taxes levied on customers, which are subsequently remitted to government authorities. Invoiced amounts are recorded in accounts receivable and in revenue or advances from customers, depending on whether the revenue recognition criteria are met. The company’s agreements with customers do not provide rights of return, and do not provide customers with the right to take possession of the software that supports the applications. |
Financial instruments | Financial instruments (i) Initial recognition and measurement Trade accounts receivable and debt securities issued are initially recognized on the date they were originated. All other financial assets and liabilities are initially recognized when the Company becomes party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not measured at fair value through profit or loss (FVTPL), the transaction costs that are directly attributable to their acquisition or issuance. Accounts receivable from customers without a significant financing component are initially measured at the transaction price. (ii) Classification and subsequent measurement Upon initial recognition, a financial asset is classified as measured: at amortized cost or at fair value through profit or loss (FVTPL). Financial assets are not reclassified subsequent to initial recognition, unless the Company changes the business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the reporting period following the change in business model. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as measured at FVTPL: - is held within a business model whose objective is to hold financial assets in order to receive contractual cash flows; and - its contractual terms generate, on specific dates, cash flows that are related only to the payment of principal and interest on the outstanding principal amount. The Company carries out an assessment of the purpose of the business in which a financial asset is held in the portfolio, as this better reflects the way in which the business is managed and the information is provided to management. Financial assets held for trading or managed with performance evaluated based on fair value are measured at fair value through profit or loss. (iii) Financial assets – assessment of whether contractual cash flows are principal and interest payments only For purposes of this assessment, 'principal' is defined as the fair value of the financial asset at initial recognition. ‘Interest’ is defined as consideration for the time value of money and the credit risk associated with the principal amount outstanding over a given period of time and for other basic borrowing risks and costs, as well as a profit margin. The Company ● ● ● ● Prepayment is consistent with principal and interest payment criteria if the prepayment amount represents, for the most part, unpaid principal and interest amounts on the outstanding principal amount - which may include additional compensation reasonable for early termination of the contract. In addition, with respect to a financial asset acquired for an amount less than or greater than the face value of the contract, the permission or requirement of prepayment for an amount that represents the face value of the contract plus contractual interest (which also may include reasonable additional compensation for early termination of the contract) accrued (but not paid) are treated as consistent with these criteria if the fair value of the prepayment is negligible on initial recognition. Financial assets at FVTPL These assets are subsequently measured at fair value. Net income, including interest or dividend income, is recognized in profit or loss. Financial assets at amortized cost These assets are subsequently measured at amortized cost using the effective interest method. Amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss. |
Reduction to recoverable value (impairment) | Reduction to recoverable value (impairment) Non-derivative financial Assets (i) Financial instruments and contractual assets The Company recognizes provisions for expected credit losses on: ● The Company ● For trade receivables, the Company has established a provision matrix that is based on its historical credit loss experience. In determining whether the credit risk of a financial asset has increased significantly since the initial recognition and when estimating the credit loss, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company The Company The Company ● the debtor is unlikely to pay its credit obligations to the Company ● the financial asset is more than 180 days past due. Lifetime credit loss expectations are those that result from all possible standard events over the expected life of a Financial Instrument. The 12-month credit loss expectations are the portion that result from possible default events within 12 months after the reporting date (or a shorter period if the expected useful life of the instrument is less than 12 months). The maximum period considered when estimating expected credit loss is the maximum contractual period over which the Company (ii) Measurement of expected credit loss The Company Company Expected credit losses are discounted at the effective interest rate of the financial asset. (iii) Presentation of the provision for expected credit loss in the financial statements Provisions for losses on financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. (iv) Write offs The gross carrying amount of a financial asset is written off when the Company Company Company (v) Non-Financial Assets At each reporting date, the Company For impairment tests, assets are grouped into the smallest asset group that generates cash inflows from continuing use that are largely independent of cash inflows from other assets. Goodwill is allocated to cash-generating units (CGU) for impairment testing purposes. The allocation is made to the cash-generating units or groups of cash-generating units that are expected to benefit from the business combination from which the goodwill originated. Units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes, not considered as report segments. Goodwill is tested for impairment annually as of December 31 and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of the segment to which the goodwill relates. When the recoverable amount is less than the carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods. |
Property, plant and equipment | Property, plant and equipment (i) Recognition and measurement Property, plant, and equipment items are measured at historical acquisition or construction cost, less accumulated depreciation and accumulated impairment losses, if applicable. Cost includes expenses that are directly attributable to the acquisition of an asset. Gains and losses on the sale of an item of property, plant and equipment are determined by comparing the proceeds from the sale with the book value of the property, plant, and equipment, and are recognized net within other income in the statement of profit or loss. (ii) Subsequent costs The replacement cost of a component of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the economic benefits embodied within the component will flow to the Company and its cost can be measured reliably. The carrying amount of the component that has been replaced by another is written off. The day-to-day maintenance costs of property, plant and equipment are recognized as expenses in the statements of profit or loss as incurred. (iii) Depreciation Depreciation is recognized in profit or loss based on the straight-line method based on the estimated useful life of each component, since this method is the one Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate. |
Intangible asset | Intangible asset (i) Initial recognition Intangible assets that are acquired by the Company (ii) Subsequent expenses Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenses are recognized in profit or loss as incurred. (iii) Amortization Amortization is calculated to write-off the cost of intangible assets, less their estimated residual values, using the straight-line method over their estimated useful lives and is recognized in profit or loss. Goodwill is not amortized. (iv) Intangible assets - Research and development expenses Expenses with research activities are recognized as an expense in the period in which they are incurred. Internally generated intangible assets resulting from development expenditures (or a development phase of an internal project) are recognized if, and only if, all of the following conditions are demonstrated: ● ● ● ● ● ● The initially recognized amount of internally generated intangible assets corresponds to the sum of cost incurred since the intangible asset began meeting the recognition criteria. Appropriation is based on employee time records allocated to these developments at the cost of these employees. When no internally generated intangible asset can be recognized, development costs are recognized in profit or loss for the period when incurred. Subsequent to initial recognition, internally generated intangible assets are recorded at cost, less accumulated amortization, and impairment losses. (v) Goodwill Goodwill resulting from a business combination is stated at cost on the date of the business combination, net of accumulated impairment losses, if any. For purposes of impairment testing of goodwill and intangible assets, the Company has grouped the CGUs within CPaaS and SaaS operating segments and performs the test at the operating segment level. This is the lowest level at which management monitors goodwill for internal management purposes. |
Share based payment | Share based payment The Company offers to its executives restricted stock plans of its own issuance. The Company recognizes as expense the fair value of the shares, measured at the grant date, on a straight-line basis during the period of service required by the plan, with a corresponding entry: to the shareholders’ equity for plans exercisable in shares; and to liabilities for cash exercisable plans. When the conditions associated with the right to restricted stocks are no longer met, the expense recognized is reversed, so that the accumulated expense recognized reflects the vesting period and the Company’s best estimate of the number of shares to be delivered. The expense of the plans is recognized in the statement of profit or loss in accordance with the function performed by the beneficiary. |
Income tax and social contribution | Income tax and social contribution In Brazil, income tax (“IRPJ”) and social contribution on profit (“CSLL”), which are calculated monthly based on the taxable income, after offsetting tax losses and negative social contribution base, limited to 30% of the taxable income, applying the rate of 15% plus an additional 10% for the IRPJ and 9% for the CSLL. The income tax applicable to the subsidiary located in the United States is calculated at the rate of 21% of taxable income for the year. For subsidiaries in Mexico, current income tax is calculated at the rate of 30% of the taxable profit for the year and for the subsidiary in Argentina, the rate is based on a progressive table that varies from 25% to 35% according to profit taxable for the year. Current and deferred taxes are recognized in profit or loss unless they are related to the business combination, or items directly recognized in shareholders' equity. (i) Current tax Current tax is the estimated tax payable or receivable on taxable income or loss for the year and any adjustment to taxes payable with respect to prior years. It is measured based on the tax rates enacted or substantively enacted at the balance sheet date. Among the existing tax incentives in Brazil, the Company uses the benefit arising from the “Lei do Bem” (Law No. 11,196 05 (ii) Deferred tax Deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred income tax and social contribution asset is recognized in relation to unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they will be used. Deferred income tax and social contribution assets are reviewed at each balance sheet date and are reduced to the extent that their realization is no longer probable. Deferred tax assets and liabilities were measured at the rates that are expected to be applicable in the period in which the asset is realized, or the liability is settled, based on the tax rates and legislation in force on the date of the financial statements. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Company expects to recover or settle the carrying amount of its assets and liabilities. Deferred income tax and social contribution assets are reviewed at the reporting dates and will be reduced to the extent that their realization is no longer probable. |
Provisions | Provisions A provision is recognized when the Company The Company Contingent assets are not recognized until the actions are finalized with a definitive favorable position for the Company 19 Provisions are reassessed at the dates of the financial statements and adjusted to reflect the best current estimate. If it is no longer probable that an outflow of resources will be required to settle the obligation, the provision is reversed. |
Share capital | Share capital The incremental costs directly attributable to the issuance of new shares or options are shown in equity as a deduction from the amount raised, net of taxes. The capital is composed of 41,759,286 common shares. Capital increases are allowed by resolution of the Board of Directors independently of amendment to its bylaws up to the limit of 1,000,000,000 new nominative common shares with no nominal value. |
Financial income and financial expenses | Financial income and financial expenses Include interest income on amounts invested, exchange rate changes on assets and liabilities, changes in the fair value of financial assets measured at fair value through profit or loss, interest on loans and financing, commissions and bank charges, among others. Interest income and expenses are recognized in the financial statement using the actual interest method. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are accounted for in profit or loss using the effective interest method. |
Employee benefits | Employee benefits Profit sharing and bonuses – Employees' profit sharing and variable compensation for executives are linked to the achievement of operational and financial goals. The Company recognizes liabilities and related expenses, which are allocated to costs of services and administrative expenses, when the goals are probable to be met. |
Operations (Tables)
Operations (Tables) - Movidesk Ltda. – Movidesk | 12 Months Ended |
Dec. 31, 2023 | |
Business combinations | |
Schedule of consideration transferred and purchase price allocation | The goodwill arising from the acquisition has been recognized as follows: Movidesk May 2, 2022 Consideration transferred 485,115 Other net liabilities, including PPE and cash (3,367 ) Intangible assets –– Digital platform 229,705 Intangible assets –– Customer portfolio 12,594 Total net assets acquired at fair value 238,932 Net assets attributable to NCI (67 ) Goodwill 246,250 |
Schedule of valuation techniques | The fair value of Movidesk’s intangible assets (digital platform, customer portfolio and non-compete) has been measured by valuation techniques that are summarized below. Assets acquired Valuation technique Intangible assets – Allocation of the customer portfolio and digital platform The MPEEM methodology (Multi Period Excess Earnings Method) is mostly used to measure the value of primary assets or most important assets of a company. According to that method, in determining fair values, the cash flows attributable to all other assets are subtracted through a contributory asset charge (CAC). The MPEEM method assumes that the fair value of an intangible asset is the same as the present value of the cash flows attributable to that asset, less the contribution of other assets, both tangible and intangible ones. |
Company's subsidiaries (Tables)
Company's subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Company's subsidiaries | |
Schedule of information on the Company's direct and indirect subsidiaries | December 31, 2023 December 31, 2022 December 31, 2021 Country Direct Indirect Direct Indirect Direct Indirect Subsidiaries % % % % % % Zenvia Mobile Serviços Digitais S.A. Brazil 100 - 100 - 100 - MKMB Soluções Tecnológicas Ltda. Brazil - 100 - 100 - 100 Total Voice Comunicação S.A. Brazil - 100 - 100 - 100 Rodati Motors Corporation USA - 100 - 100 - 100 Zenvia México Mexico - 100 - 100 - 100 Zenvia Voice Ltda Brazil - 100 - 100 - 100 One One Brazil - 100 - 100 - 100 Sensedata Tecnologia Ltda. Brazil - 100 - 100 - 100 Rodati Services S.A. Argentina - 100 - 100 - 100 Movidesk S.A. Brazil - 98.04 - 98.04 - - Rodati Servicios, S.A. de CV Mexico - 100 - 100 - 100 Rodati Motors Central de Informações de Veículos Automotores Ltda. Brazil - 100 - 100 - 100 |
Material Accounting Policies (T
Material Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Material Accounting Policies | |
Schedule of reportable segments | The following summary describes the operations of each reportable segment. Reportable segments Operations SaaS (Software-as-a-Service) Includes the following solutions: i. Zenvia Active multi-channel end-customer acquisition campaigns utilizing data intelligence and multi-channel automation. ii. Zenvia iii. Zenvia iv. Zenvia v. Consulting: A Business Intelligence team that provides CPaaS (Communications Platform as a Service) Includes services such as SMS, Voice, WhatsApp, Instagram and Webchat, all such applications being orchestrated and automated by chatbots, single customer view, journey designer, documents composer and authentication. |
Schedule of performance obligations and revenue recognition policies | The following table provides information about the nature and timing of satisfaction of performance obligations in customer contracts, including significant payment terms, and related revenue recognition policies. Type of Services Nature and timing of satisfaction of performance obligations, including significant payment terms Revenue recognition policy CPaaS (Communications Platform as a Service) solutions The CPaaS revenue derives primarily from fees based on use of the services available on our communication platform. The use of these services is measured by volume usage and revenues are recognized over the period of use. The Company provides services to clients with fixed-term contracts for a fixed or indefinite period. Small customers and customers who pay by credit card are billed in advance, while large customers are billed monthly. Collections are made within thirty days of billing. Revenue is recognized when control of services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of any taxes levied on customers, which are subsequently remitted to government authorities. Invoiced amounts are recorded in accounts receivable and in revenue or advances from customers, depending on whether the revenue recognition criteria are met. The company’s agreements with customers do not provide rights of return. SaaS (Software-as-a-Service) The nature of the SaaS services refers to license subscriptions for the use of Zenvia platforms, where it is recognized proportionally to the time contracted. In general, licenses are billed monthly on the postpaid model. Revenue is recognized when control of services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services – over the time of license usage entitlement. Revenue is recognized net of any taxes levied on customers, which are subsequently remitted to government authorities. Invoiced amounts are recorded in accounts receivable and in revenue or advances from customers, depending on whether the revenue recognition criteria are met. The company’s agreements with customers do not provide rights of return, and do not provide customers with the right to take possession of the software that supports the applications. |
Schedule of fair value measurement | Financial assets at FVTPL These assets are subsequently measured at fair value. Net income, including interest or dividend income, is recognized in profit or loss. Financial assets at amortized cost These assets are subsequently measured at amortized cost using the effective interest method. Amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss. |
Cash and cash equivalents and_2
Cash and cash equivalents and financial investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and cash equivalents and financial investments. | |
Schedule of cash and cash equivalents and financial investments | 2023 2022 Cash and banks 30,053 43,796 Short-term investments maturing in up to 90 33,689 56,447 Financial investments (b) - 8,160 Total 63,742 108,403 Cash and cash equivalents 63,742 100,243 Financial investments - 8,160 (a) Highly liquid short-term interest earning bank deposits are readily convertible into a known amount of cash and subject to an insignificant risk of change of value. They are substantially represented by interest earning bank deposits at rates varying from 100.5% to 103.0% ( 2022 (b) In March 2023, the total fund was redeemed, pursuant to the third amendment, signed in September 2022. As of December 31, 2022, the return on such investments was equivalent to 161% of the CDI. The fund's assets were divided into several different asset class pools such as Agribusiness, Real Estate, Direct Lending. Those investments were held as guarantee of the debentures borrowing contract entered into in May 2021. |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other receivables | |
Schedule of trade and other receivables | 2023 2022 (*) Domestic 185,099 158,510 Abroad 21,013 7,929 206,112 166,439 Allowance for expected credit losses (57,328 ) (10,427 ) Total 148,784 156,012 (*) The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. |
Schedule of changes in allowance for expected credit losses | Changes in allowance for expected credit losses are as follows: 2023 2022 2021 Balance at the Beginning year (10,427 ) (8,298 ) (6,087 ) Additions (49,247 ) (23,320 ) (8,508 ) Reversal - 15,531 2,205 Write-offs 2,623 5,660 4,092 Exchange variation (277 ) - - Balance at the End of the year (57,328 ) (10,427 ) (8,298 ) |
Schedule of trade receivables by maturity date | The breakdown of accounts receivable from customers by maturity is as follows: 2023 2022 Current 154,846 138,848 Overdue (days): 1 30 16,636 6,779 31 60 6,282 3,508 61 90 2,915 3,274 91 120 2,257 1,914 121 150 2,069 1,181 > 150 21,107 10,935 Total 206,112 166,439 |
Schedule of expected credit loss rates of accounts receivable from customers by maturity | The expected credit loss rates of accounts receivable from customers by maturity is as follows: 31 December 2023 Weighted-average loss rate Gross carrying amount Loss allowance Current (not past due) 16.15 % 152,675 (24,651 ) 1 30 9.44 % 16,636 (1,570 ) More than 31 81.38 % 38,222 (31,106 ) 31 December 2022 Weighted-average loss rate Gross carrying amount Loss allowance Current (not past due) 1.73 % 44,573 (772 ) 1 30 16.20 % 6,779 (1,098 ) More than 31 41.11 % 20,812 (8,557 ) |
Tax Assets (Tables)
Tax Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Tax Assets | |
Schedule of tax assets | 2023 2022 Corporate income tax (IRPJ) (a) 2,141 5,203 Social contribution (CSLL) (a) 450 513 Federal VAT (PIS/COFINS) (b) 23,147 29,022 Others 2,320 948 Total tax assets 28,058 35,686 Current 28,058 35,579 Non-current - 107 (a) Income tax and social contribution - the balance is composed by amounts withheld and advances of corporate income tax and social contribution carried out in the previous years. (b) As a result of a taxes restructuring in 2021 |
Prepayments (Tables)
Prepayments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments [Abstract] | |
Schedule of prepayments | 2023 2022 Software license 2,750 3,912 Insurance 2,998 4,061 Other 932 603 Total 6,680 8,576 Current 5,571 6,369 Non-current 1,109 2,207 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, plant and equipment. | |
Schedule of property, plant and equipment | Average annual depreciation rates (%) Cost Accumulated depreciation Net balance December 31, 2023 Furniture and fixtures 10 800 (512 ) 288 Leasehold improvements 10 1,609 (1,262 ) 347 Data processing equipment 20 22,500 (11,341 ) 11,159 Right of use – leases 20 to 30 5,129 (2,595 ) 2,534 Machinery and equipment 10 93 (8 ) 85 Total 30,131 (15,718 ) 14,413 Average annual depreciation rates (%) Cost Accumulated depreciation Net balance December 31, 2022 Furniture and fixtures 10 724 (358 ) 366 Leasehold improvements 10 1,607 (1,100 ) 507 Data processing equipment 20 26,541 (12,548 ) 13,993 Right of use – leases 20 to 30 5,313 (709 ) 4,604 Machinery and equipment 10 374 (294 ) 80 Other fixed assets 10 to 20 158 (118 ) 40 Total 34,717 (15,127 ) 19,590 |
Schedule of changes in property, plant and equipment | Average annual depreciation rates % December 31, 2022 Additions Disposals Hyperinflation adjustment Transfers Exchange variations December 31, 2023 Furniture and fixtures 724 62 (79 ) - 93 - 800 Leasehold improvements 1,607 2 - - - - 1,609 Data processing equipment 26,541 2,940 (6,636 ) 18 (108 ) (255 ) 22,500 Right of use – leases 5,313 - (184 ) - - - 5,129 Machinery and equipment 374 - (272 ) - (9 ) - 93 Other fixed assets 158 - (306 ) - 148 - - Cost 34,717 3,004 (7,477 ) 18 124 (255 ) 30,131 Furniture and fixtures 10 (358 ) (98 ) 29 - (85 ) - (512 ) Leasehold improvements 10 (1,100 ) (163 ) 1 - - - (1,262 ) Data processing equipment 20 (12,548 ) (4,902 ) 5,945 (677 ) 11 830 (11,341 ) Right of use – leases 20 to 30 (709 ) (2,007 ) 121 - - - (2,595 ) Machinery and equipment 10 (294 ) (8 ) 237 - 57 - (8 ) Other fixed assets 10 to 20 (118 ) - 225 - (107 ) - - (-) Accumulated depreciation (15,127 ) (7,178 ) 6,558 (677 ) ( 124 ) 830 (15,718 ) Total 19,590 (4,174 ) (919 ) (659 ) - 575 14,413 Average annual depreciation rates % December 31, 2021 Additions Additions due to acquisitions Disposals Hyperinflation adjustment Exchange variations December 31, 2022 Furniture and fixtures 1,169 - 384 (783 ) (23 ) (23 ) 724 Leasehold improvements 2,177 - 759 (1,328 ) - (1 ) 1,607 Data processing equipment 19,091 7,175 1,161 (863 ) 197 (220 ) 26,541 Right of use – leases 6,943 7,139 - (8,769 ) - - 5,313 Machinery and equipment 408 23 - (57 ) - - 374 Other fixed assets 332 2 5 (113 ) (35 ) (33 ) 158 Cost 30,120 14,339 2,309 (11,913 ) 139 (277 ) 34,717 Furniture and fixtures 10 (597 ) (148 ) - 363 12 12 (358 ) Leasehold improvements 10 (1,086 ) (251 ) - 237 - - (1,100 ) Data processing equipment 20 (9,061 ) (4,590 ) - 1,067 (163 ) 199 (12,548 ) Right of use – leases 20 to 30 (3,097 ) (2,432 ) - 4,820 - - (709 ) Machinery and equipment 10 (330 ) (19 ) - 55 - - (294 ) Other fixed assets 10 to 20 (217 ) (28 ) - 95 17 15 (118 ) (-) Accumulated depreciation (14,388 ) (7,468 ) - 6,637 (134 ) 226 (15,127 ) Total 15,732 6,871 2,309 (5,276 ) 5 (51 ) 19,590 |
Intangible assets and goodwill
Intangible assets and goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets and goodwill. | |
Schedule of intangible assets and goodwill | Average annual amortization rates % Cost Amortization Net balance on December 31, 2023 Intangible assets under development - 47,124 - 47,124 Software license 20 to 50 32,217 (10,085 ) 22,132 Database 20 to 50 800 (627 ) 173 Goodwill - 923,439 - 923,439 Customer portfolio 10 135,848 (111,186 ) 24,662 Non-compete 20 2,697 (1,954 ) 743 Brands and patents 20 29 - 29 Platform 10 to 20 470,235 (141,210 ) 329,025 Total 1,612,389 (265,062 ) 1,347,327 Average annual amortization rates % Cost Amortization Impairment Net balance on December 31, 2022 Intangible assets under development - 41,707 - - 41,707 Brands and patents - 29 - - 29 Software license 20 to 50 10,112 (5,135 ) - 4,977 Database 10 800 (547 ) - 253 Goodwill - 1,060,162 - (136,723 ) 923,439 Customer portfolio 10 131,448 (94,967 ) - 36,481 Non-compete 20 2,697 (1,146 ) - 1,551 Platform 10 to 20 452,814 (84,019 ) - 368,795 Total 1,699,769 (185,814 ) (136,723 ) 1,377,232 |
Schedule of change in intangible assets and goodwill | Average annual amortization rates % December 31, 2022 Additions Transfers Disposals Hyperinflation adjustment Exchange variations December 31, 2023 Intangible asset in progress 41,707 47,253 (40,714 ) (5 ) 522 (1,639 ) 47,124 Software license 10,112 5,403 18,888 (2,186 ) - - 32,217 Database 800 - - - - - 800 Goodwill 923,439 - - - - - 923,439 Customer portfolio 131,448 - 4,400 - - - 135,848 Non-compete 2,697 - - - - - 2,697 Brands and patents 29 - - - - - 29 Platform 452,814 - 17,421 - - - 470,235 Cost 1,563,046 52,656 ( 5 ) (2,191 ) 522 (1,639 ) 1,612,389 Software license 20 – 50 (5,135 ) (6,465 ) 139 1,376 - - (10,085 ) Database 10 (547 ) ( 80 ) - - - - ( 627 ) Customer portfolio 10 (94,967 ) (13,652 ) (2,567 ) - - - (111,186 ) Non-compete 20 (1,146 ) (808 ) - - - - (1,954 ) Platform 10 - 20 (84,019 ) (59,624 ) 2,433 - - - (141,210 ) (-) Accumulated amortization (185,814 ) (80,629 ) 5 1,376 - - (265,062 ) Total 1,377,232 (27,973 ) - (815 ) 522 (1,639 ) 1,347,327 Average annual amortization rates % December 31, 2021 Additions Additions due to acquisitions Transfers Disposals Hyperinflation adjustment Impairment December 31, 2022 Intangible asset in progress 7,723 39,714 - (5,872 ) - 142 - 41,707 Software license 7,449 2,777 - - (77 ) (37 ) - 10,112 Database 800 - - - - - - 800 Goodwill 813,912 - 246,250 - - - (136,723 ) 923,439 Customer portfolio 118,854 - 12,594 - - - - 131,448 Non-compete 2,697 - - - - - - 2,697 Brands and patents 25 4 - - - - - 29 Platform 217,237 - 229,705 5,872 - - - 452,814 Cost 1,168,697 42,495 488,549 - (77 ) 105 (136,723 ) 1,563,046 Software license 20 – 50 (3,310 ) (1,877 ) - - 52 - - (5,135 ) Database 10 (467 ) (80 ) - - - - - (547 ) Customer portfolio 10 (80,103 ) (14,864 ) - - - - - (94,967 ) Non-compete 20 (337 ) (809 ) - - - - - (1,146 ) Platform 10 - 20 (34,123 ) (49,896 ) - - - - - (84,019 ) (-) Accumulated amortization (118,340 ) (67,526 ) - - 52 - - (185,814 ) Total 1,050,357 (25,031 ) 488,549 - (25 ) 105 ( 136,723 ) 1,377,232 |
Schedule of key assumptions used in the estimation of the recoverable amount | 2023 2022 2021 Consolidated - Single CGU Weighted average annual revenue growth - - 38.10 % Weighted average annual growth of variable cost - - 30.29 % Weighted average cost of capital (WACC) - - 14.73 % Growth in terminal value - - 5.00 % CPaaS CGU Weighted average annual revenue growth 19.37 % 3.55 % - Weighted average annual growth of variable cost 20.06 % (4.51) % - Weighted average cost of capital (WACC) 15.69 % 15.44 % - Growth in terminal value 3.5 % 3.25 % - SaaS CGU Weighted average annual revenue growth 25.87 % 36.86 % - Weighted average annual growth of variable cost 18.88 % 22.94 % - Weighted average cost of capital (WACC) 15.69 % 15.44 % - Growth in terminal value 5.00 % 3.25 % - |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other payables [Abstract] | |
Schedule of trade and other payables | 2023 2022 Domestic suppliers 243,186 176,447 Abroad suppliers (a) 3,897 3,356 Advance from customers 2,220 2,086 Related parties (b) 89,594 71,054 Other accounts payable 15,101 12,877 Total 353,998 265,820 Current 353,998 264,728 Non-current - 1,092 (a) The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totals of subgroups and without impact on the assessment of covenants. (b) The outstanding balances relate to transactions in the ordinary course of business with the Company’s shareholder . (note 28 |
Loans, borrowings and debentu_2
Loans, borrowings and debentures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loans, borrowings and debentures | |
Schedule of loans, borrowings and debentures | Changes in cash Changes not affecting cash Interest rate p.a. Current Non- current December 31, 2022 Proceeds Interest paid Payments Amortized cost Interest accrued December 31, 2023 Current Non- current Working capital 100% CDI 62,335 63,499 125,834 30,000 (17,533 ) (85,239 ) ( 662 ) 17,267 69,667 30,148 39,519 Debentures 18.16% 27,206 13,794 41,000 - (4,168 ) (22,471 ) ( 400 ) 4,168 18,129 6,043 12,086 89,541 77,293 166,834 30,000 (21,701 ) (107,710 ) ( 1,062 ) 21,435 87,796 36,191 51,605 Changes in cash Changes not affecting cash Interest rate p.a. Current Non- current December 31, 2021 Proceeds Interest paid Payments Interest accrued Adjustment to present value Exchange rate change December 31, 2022 Current Non- current Working capital 100% CDI 64,415 98,723 163,138 34,000 (22,868 ) (70,069 ) 22,342 (572 ) (137 ) 125,834 62,335 63,499 Debentures 18.16% - 45,000 45,000 - (7,381 ) (4,000 ) 7,381 - - 41,000 27,206 13,794 64,415 143,723 208,138 34,000 (30,249 ) (74,069 ) 29,723 (572 ) (137 ) 166,834 89,541 77,293 |
Schedule of maturities of non-current liabilities | The portion classified in non-current liabilities has the following payment schedule: 2023 2022 2024 849 68,602 2025 26,007 8,691 2026 24,749 - Total 51,605 77,293 |
Liabilities from acquisitions (
Liabilities from acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Liabilities from acquisitions | |
Schedule of liabilities from acquisitions | Liabilities from acquisitions 2023 2022 Acquisition of Sirena 3,496 9,802 Acquisition of D 1 20,769 45,931 Acquisition of SenseData 41,943 66,202 Acquisition of Movidesk (i) 228,495 229,695 Total liabilities from acquisitions 294,703 351,630 Current 134,466 60,778 Non-current 160,237 290,852 |
Schedule of future payments of the Liabilities from acquisition | Set out below are the future payments of the Liabilities from acquisition as at December 31, 2023, as follows: 2023 Sirena D 1 Sensedata Movidesk 2024 3,496 17,802 20,972 92,197 2025 - 2,967 20,971 68,149 2026 - - - 68,149 3,496 20,769 41,943 228,495 |
Employee benefits (Tables)
Employee benefits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Employee benefits | |
Schedule of employee benefits | 2023 2022 Salary 10,286 1,641 Labor provisions (vacation) 16,481 15,877 Provision for bonus 22,578 15,002 Other obligations 539 2,519 Long-term benefits (a) 816 62 Total 50,700 35,101 Current 50,085 35,039 Non-current 615 62 (a) Effect of the provision for taxes to be paid on the delivery of restricted Class A common shares (“RSU”) of the plan described in Note 20 |
Tax liabilities (Tables)
Tax liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Tax liabilities | |
Schedule of tax liabilities | 2023 2022 Social security 2,498 2,710 Severance indemnity fund (FGTS) 1,096 1,006 Federal VAT (PIS/COFINS) 1,672 4,276 Withholding income taxes (IRF/CSRF) 7,656 5,723 Service taxes (ISSQN) 1,254 1,337 Other 4,670 1,994 Total 18,846 17,046 |
Lease liabilities (Tables)
Lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lease liabilities | |
Schedule of change in the balances of lease liability | The change in the Company's lease liability balance to December 31, 2023 and 2022 Changes in cash Changes not affecting cash Current Non- current Balance on December 31, 2022 Lease payments Interest paid Lease termination Remeasurements and new contracts Interest Balance on December 31, 2023 Current Non- Current Lease of properties and equipment 1,992 2,824 4,816 (1,995 ) (327 ) (63 ) - 377 2,808 2,056 752 Changes in cash Changes not affecting cash Current Non- current Balance on December 31, 2021 Lease payments Interest paid Lease termination Remeasurements and new contracts Interest Balance on December 31, 2022 Current Non- Current Lease of properties and equipment 2,220 2,038 4,258 (2,884 ) (260 ) (3,949 ) 7,139 512 4,816 1,992 2,824 |
Provisions for tax, labor and_2
Provisions for tax, labor and civil risks (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Provisions for tax, labor and civil risks | |
Schedule of provisions for disputes, probable losses and judicial deposits | The table below presents the position of provisions for disputes, probable losses and judicial deposits which refer to lawsuits in progress. 2023 2022 Provisions Service tax (ISSQN) Lawsuit – Company Zenvia (a) 39,855 37,525 Labor provisions and other provisions 2,352 2,225 Total provisions 42,207 39,750 Judicial deposits Service tax (ISSQN) judicial deposits – Lawsuit Company Zenvia (a) (39,895 ) (37,561 ) Labor appeals judicial and other deposits (591 ) (220 ) Total judicial deposits (40,486 ) (37,781 ) Total 1,721 1,969 (a) The amount of the liability related to the provision and judicial deposits for tax risk refers to the lawsuit filed by the City of Porto Alegre about the service tax (ISSQN) against Zenvia Brazil itself. |
Schedule of changes in provisions | Changes in provisions are as follows: Provision Balance at January 1, 2022 36,076 Additions 4,396 Reversals (248 ) Payments (474 ) Balance at December 31, 2022 39,750 Additions 5,731 Reversals (1,689 ) Payments (1,585 ) Balance at December 31, 2023 42,207 |
Schedule of changes in judicial deposits | Changes in judicial deposits are as follows: Deposits Balance at January 1, 2022 34,707 Additions 3,255 Reversals (114 ) Payments (67 ) Balance at December 31, 2022 37,781 Additions 2,705 Reversals - Payments - Balance at December 31, 2023 40,486 |
Long-Term Incentive Programs _2
Long-Term Incentive Programs and Management remuneration (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Incentive Programs and Management remuneration | |
Schedule of restricted stock units (“RSUs”) | Date Quantity Grant Vesting Shares granted Weighted average grant date fair value (Per share) 08.09.2021 12.22.2022 45,522 59.11 08.23.2021 12.22.2022 11,436 84.50 08.24.2021 12.22.2022 3,833 86.68 05.05.2022 05.09.2024 240,000 75.72 03.13.2023 12.31.2025 2,300,000 8.34 2,600,791 |
Schedule of roll forward of the outstanding RSU shares | The roll forward of the outstanding shares for the year ended December 31, 2023, is presented as follows: Consolidated Outstanding RSU as of December 31, 2021 60,791 Shares granted 240,000 Shares delivered (5,457 ) Outstanding RSU on December 31, 2022 295,334 Shares granted 2,300,000 Shares delivered (144,485 ) Outstanding RSU on December 31, 2023 2,450,849 |
Schedule of key management personnel compensation | Key management personnel compensation comprised the following: For the Year ended December 31 2023 2022 Short-term employee benefits 13,363 19,739 Other long-term benefits 1,120 530 Termination benefits 873 1,159 Share-based payments 1,466 2,218 Total 16,822 23,646 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity | |
Schedule of share capital | Shareholder’s Class December 31, 2023 % (i) December 31, 2022 % (i) December 31, 2021 % (i) Bobsin Corp B 9,578,220 22.92 9,578,220 22.95 9,578,220 22.95 Bobsin Corp A 897,635 2.15 897,635 2,15 897,635 2.15 Oria Zenvia Co-investment Holdings, LP B 7,119,930 17.04 3,178,880 7.62 3,178,880 7.62 Oria Zenvia Co-Investment Holdings II LP B - - 3,941,050 9.44 3,941,050 9.44 Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia B 4,329,105 10.36 4,329,105 10.37 4,329,105 10.37 Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia A - - 27,108 0.06 27,108 0.06 Oria Tech 1 B 2,637,670 6.31 2,637,670 6.32 2,637,670 6.32 Twilio Inc. A 3,846,153 9.20 3,846,153 9.21 3,846,153 9.21 D 1 A 1,942,750 4.65 1,942,750 4.65 1,942,750 4.65 Sirena former shareholders A - - 89,131 0.21 89,131 0.21 SenseData former shareholders A 94,200 0.23 94,200 0.23 94,200 0.23 Movidesk former shareholders A 315,820 0.76 315,820 0.76 315,820 0.76 Spectra I - Fundo de Investimento em Participações A 39,940 0.10 39,940 0.10 39,940 0.10 Spectra II - Fundo de Investimento em Participações A 159,770 0.38 159,770 0.38 159,770 0.38 Others A 10,834,150 25.90 10,662,551 25.55 10,662,551 25.55 41,795,343 100 41,739,983 100 41,739,983 100 |
Segment reporting (Tables)
Segment reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment reporting | |
Schedule of reportable segments | The following summary describes the operations of each reportable segment. Reportable segments Operations SaaS (Software-as-a-Service) Includes the following solutions: i. Zenvia Active multi-channel end-customer acquisition campaigns utilizing data intelligence and multi-channel automation. ii. Zenvia iii. Zenvia iv. Zenvia v. Consulting: A Business Intelligence team that provides CPaaS (Communications Platform as a Service) Includes services such as SMS, Voice, WhatsApp, Instagram and Webchat, all such applications being orchestrated and automated by chatbots, single customer view, journey designer, documents composer and authentication. |
Schedule of information about reportable segments | The following table present revenue and cost of services information for the Company operations segments for the year ended December 31, 2023 and 2022 2023 2022 CPaaS SaaS Consolidated CPaaS SaaS Consolidated Revenue 512,565 295,012 807,577 496,161 260,554 756,715 Cost of services (318,303 ) (158,732 ) (477,035 ) (335,888 ) (131,915 ) (467,803 ) Gross profit 194,262 136,280 330,542 160,273 128,639 288,912 |
Schedule of revenue by geographic region | The Company’s revenue by geographic region is presented below: For the year ended December 31, 2023 2022 2021 Primary geographical markets Brazil 718,297 687,691 531,569 USA 35,013 14,336 31,701 Argentina 11,771 11,231 5,875 Mexico 12,743 14,402 11,037 Switzerland 182 631 8,118 Colombia 5,305 5,541 5,704 Peru 5,403 4,463 3,203 Chile 4,210 3,781 2,856 Others 14,653 14,639 12,261 Total 807,577 756,715 612,324 |
Costs and expenses by nature (T
Costs and expenses by nature (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Costs and expenses by nature | |
Schedule of detailed information on the costs and expenses by nature | For the year ended December 31, 2023 Cost of services Sales and marketing expenses General administrative expenses Research and development expenses Allowance for credit losses Other income and expenses, net Total Personnel expenses Salary (15,030 ) (37,769 ) (33,074 ) (4,330 ) - - (90,203 ) Benefits (4,335 ) (7,399 ) (6,777 ) (6,526 ) - - (25,037 ) Compulsory contributions to social security (4,457 ) (11,198 ) (12,760 ) (11,745 ) - - (40,160 ) Compensation (110 ) (735 ) (1,306 ) (447 ) - - (2,598 ) Provisions (vacation/ 13 (3,903 ) (8,233 ) (6,589 ) (8,485 ) - - (27,210 ) Provision for bonus and profit sharing (1,864 ) (6,702 ) (10,633 ) (7,304 ) - - (26,503 ) Other (11 ) (336 ) (2,371 ) (288 ) - - (3,006 ) Total (29,710 ) (72,372 ) (73,510 ) (39,125 ) - - (214,717 ) Costs with operators/Other costs (382,267 ) - - - - - (382,267 ) Depreciation and amortization (65,058 ) (1,695 ) (17,243 ) (3,811 ) - - (87,807 ) Outsourced services - (3,711 ) (20,620 ) (3,123 ) - - (27,454 ) Rentals/insurance/condominium/water/energy - (9 ) (816 ) (356 ) - - (1,181 ) Allowance for credit losses - - - - (49,247 ) - (49,247 ) Marketing expenses / events (*) - (17,330 ) (890 ) - - - (18,220 ) Software license - (5,378 ) (11,549 ) (4,618 ) - - (21,545 ) Commissions - (6,059 ) (26 ) (297 ) - - (6,382 ) Communication (*) - (130 ) (19 ) (732 ) - - (881 ) Travel expenses - (868 ) (848 ) (234 ) - - (1,950 ) Other expenses - (2,241 ) (3,302 ) (488 ) - - (6,031 ) Earn-out - - - - - 963 963 Result of disposal of assets - - - - - (816 ) (816 ) Other income and expenses, net - - - - - (753 ) (753 ) Total expenses by nature (477,035 ) (109,793 ) (128,823 ) (52,784 ) (49,247 ) (606 ) (818,288 ) (*) The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. For the year ended December 31, 2022 Cost of services Sales and marketing expenses General administrative expenses Research and development expenses Allowance for credit losses Goodwill impairment Other income and expenses, net Total Personnel expenses Salary (15,439 ) (45,186 ) (34,294 ) (24,923 ) - - - (119,842 ) Benefits (3,956 ) (5,910 ) (5,240 ) (2,999 ) - - - (18,105 ) Compulsory contributions to social security (2,176 ) (13,066 ) (10,230 ) (7,235 ) - - - (32,707 ) Compensation (150 ) (2,354 ) (1,445 ) (708 ) - - - (4,657 ) Provisions (vacation/ 13 (3,471 ) (8,979 ) (6,535 ) (4,983 ) - - - (23,968 ) Provision for bonus and profit sharing (760 ) (4,941 ) (12,033 ) (4,013 ) - - - (21,747 ) IPO Bonus and share-based payment (39 ) (743 ) (1,941 ) (1,232 ) - - - (3,955 ) Compensation to former shareholders - - (2,095 ) - - - - (2,095 ) Other (29 ) (2,429 ) (3,579 ) (1,161 ) - - - (7,198 ) Total (26,020 ) (83,608 ) (77,392 ) (47,254 ) - - - (234,274 ) Costs with operators/Other costs (388,832 ) - - - - - - (388,832 ) Depreciation and amortization (52,951 ) (1,222 ) (20,490 ) (331 ) - - - (74,994 ) Goodwill impairment - - - - - (136,723 ) - (136,723 ) Outsourced services - (5,202 ) (24,147 ) (6,332 ) - - - (35,681 ) Rentals/insurance/condominium/water/energy - (14 ) (2,133 ) (342 ) - - - (2,489 ) Allowance for credit losses - - - - (7,789 ) - - (7,789 ) Marketing expenses / events (*) - (11,255 ) (311 ) (15 ) - - - (11,581 ) Software license - (2,035 ) (6,514 ) (1,410 ) - - - (9,959 ) Commissions - (4,408 ) - - - - - (4,408 ) Communication (*) - (7,461 ) (1,794 ) (577 ) - - - (9,832 ) Travel expenses - (970 ) (2,057 ) (530 ) - - - (3,557 ) Other expenses - (3,261 ) (12,620 ) (7,281 ) - - - (23,162 ) Earn-out - - - - - - (98,650 ) (98,650 ) Result of disposal of assets - - - - - - (41 ) (41 ) Other income and expenses, net - - - - - - (3,733 ) (3,733 ) Total expenses by nature (467,803 ) (119,436 ) (147,458 ) (64,072 ) (7,789 ) (136,723 ) (102,424 ) (1,045,705 ) (*) The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. For the year ended December 31, 2021 Cost of services Sales and marketing expenses General administrative expenses Research and development expenses Allowance for credit losses Other income and expenses, net Total Personnel expenses Salary (6,662 ) (28,550 ) (20,450 ) (19,726 ) - - (75,388 ) Benefits (1,606 ) (3,378 ) (2,260 ) (1,162 ) - - (8,406 ) Compulsory contributions to social security (2,161 ) (9,809 ) (5,892 ) (6,338 ) - - (24,200 ) Compensation (172 ) (1,821 ) (87 ) (109 ) - - (2,189 ) Provisions (vacation/ 13 (1,623 ) (4,980 ) (2,849 ) (2,346 ) - - (11,798 ) Provision for bonus and profit sharing (573 ) (3,901 ) (3,409 ) (3,457 ) - - (11,340 ) IPO Bonus and share-based payment (13 ) (412 ) (45,409 ) (615 ) - - (46,449 ) Compensation to former shareholders (1,045 ) (147 ) (19,062 ) - - - (20,254 ) Other (213 ) (2,327 ) (2,736 ) (1,180 ) - - (6,456 ) Total (14,068 ) (55,325 ) (102,154 ) (34,933 ) - - (206,480 ) Costs with operators/Other costs (384,727 ) (173 ) - (269 ) - - (385,169 ) Depreciation and amortization (22,832 ) (170 ) (18,064 ) (64 ) - - (41,130 ) Outsourced services (2,143 ) (7,403 ) (21,943 ) (9,944 ) - - (41,433 ) Rentals/insurance/condominium/water/energy - (29 ) (1,156 ) - - - (1,185 ) Allowance for credit losses - - - - (6,303 ) - (6,303 ) Marketing expenses / events (*) (3 ) (8,131 ) (119 ) (5 ) - - (8,258 ) Software license - (622 ) (5,382 ) (350 ) - - (6,354 ) Commissions - (2,400 ) (64 ) - - - (2,464 ) Communication (*) (6,940 ) (4,663 ) (2,023 ) (363 ) - - (13,989 ) Travel expenses (14 ) (148 ) (436 ) (98 ) - - (696 ) Other expenses (692 ) (1,303 ) (3,658 ) (282 ) - - (5,935 ) Earn-out (i) - - - - - 60,970 60,970 Result of disposal of assets - - - - - (258 ) (258 ) Other income and expenses, net - - - - - (140 ) (140 ) Total expenses by nature (431,419 ) (80,367 ) (154,999 ) (46,308 ) (6,303 ) 60,572 (658,824 ) (*) The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. (i) As of December 2021, the Company recognized the fair value on the earn-out future payments of R$ 60,970 as other operating income. |
Financial Income (Expenses) (Ta
Financial Income (Expenses) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Income (Expenses) | |
Schedule of net financial income (expenses) | For the year ended December 31, 2023 2022 2021 Finance expenses Interest on loans and financing (17,269 ) (22,342 ) (13,939 ) Interest on Debentures (4,166 ) (7,381 ) (3,151 ) Discount (15,073 ) (2,086 ) (88 ) Foreign exchange losses (9,707 ) (12,629 ) (21,128 ) Bank expenses and IOF (tax on financial transactions) (3,098 ) (3,990 ) (6,575 ) Other financial expenses (2,578 ) (3,321 ) (4,766 ) Interests on leasing contracts (377 ) (512 ) (356 ) Losses on derivative instrument - (895 ) (210 ) Inflation adjustment (2,993 ) (65 ) (1,554 ) Interest and adjustment to present value (APV) on liabilities from acquisition ( 17,380 ) (24,024 ) - Total financial expenses (72,641 ) (77,245 ) (51,767 ) Finance income Interest 135 1,505 3,917 Foreign exchange gain 11,827 14,513 18,822 Interests on financial instrument 4,956 14,036 8,322 Other financial income 2,013 765 1,663 Gain on financial instrument - 482 74 Interest and adjustment to present value (APV) on liabilities from acquisition 9,658 2,122 - Total finance income 28,589 33,423 32,798 Net finance costs (44,052 ) (43,822 ) (18,969 ) |
Income tax and social contrib_2
Income tax and social contribution (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income tax and social contribution | |
Schedule of income tax and social security contribution recognized in earnings | 2023 2022 2021 Deferred taxes on temporary differences and tax losses 202 91,249 23,313 Current tax expenses (6,210 ) (1,462 ) (2,490 ) Tax benefit (expense) (6,008 ) 89,787 20,823 |
Schedule of reconciliation between the nominal income tax and social contribution rate and effective rate | 2023 2022 2021 Income before income tax and social contribution (54,763 ) (332,812 ) (65,469 ) Basic rate 34% 34% 34% Income tax and social contribution 18,619 113,156 22,259 Tax Incentives - “Lei do Bem 11.196 05 16,616 5,000 - Tax loss carryforward not recorded from subsidiaries ( 7,384 ) (1,823 ) (6,185 ) IPO Bonus - (1,345 ) (15,967 ) Earn-out adjustment - - 20,730 Goodwill impairment - (13,427 ) - Write-off of deferred tax assets (i) (19,048 ) - - Profits of subsidiaries abroad (8,328 ) (5,442 ) - Difference in tax rate in the subsidiary (2,145 ) (1,835 ) (951 ) Others (4,338 ) (4,497 ) 937 Tax benefit (expense) (6,008 ) 89,787 20,823 Effective rate -10.97% 26.98% 31.81% (i) Write off of deferred tax assets based on Company`s estimate of recoverability in the near future. |
Schedule of breakdown and changes in deferred tax assets and deferred tax liabilities | 2023 2022 2021 Deferred tax assets Provision for labor, tax and civil risk 13,551 12,583 10,428 Allowance for doubtful accounts 4,781 2,160 2,181 Tax losses and negative basis of social contribution tax 8,059 13,039 11,728 Provision for compensation or renegotiation from acquisitions 34,908 52,837 13,615 Goodwill impairment 33,059 33,059 - Customer portfolio and platform 16,154 901 (14,673 ) Other temporary differences 8,244 3,975 4,026 Total deferred tax assets 118,756 118,554 27,305 Deferred Tax liabilities Goodwill (26,785 ) (26,785 ) (26,785 ) Total deferred tax liabilities (26,785 ) (26,785 ) (26,785 ) Net deferred tax 91,971 91,769 520 Deferred taxes – assets 91,971 91,769 2,276 Deferred taxes – liabilities - - (1,756 ) |
Schedule of movement of net deferred income tax | Balance at December 31, 2021 520 Additions 91,321 Reversals (72 ) Balance at December 31, 2022 91,769 Additions 23,111 Reversals (22,909 ) Balance at December 31, 2023 91,971 |
Schedule of movement of deferred income tax and social contribution | 2023 Deferred taxes 2023 2022 Deferred taxes 2022 2021 Provision for labor, tax and civil risk 13,551 968 12,583 2,155 10,428 Allowance for doubtful accounts 4,781 2,621 2,160 (21 ) 2,181 Tax losses and negative basis of social contribution tax 8,059 (4,980 ) 13,039 1,311 11,728 Goodwill (26,785 ) - (26,785 ) - (26,785 ) Deferred tax from customer portfolio and digital platform 16,154 15,253 901 15,574 (14,673 ) Provision for compensation or renegotiation from acquisitions 34,908 (17,929 ) 52,837 39,222 13,615 Impairment goodwill 33,059 - 33,059 33,059 - Other temporary differences 8,244 4,269 3,975 (51 ) 4,026 Total 91,971 202 91,769 91,249 520 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings per share | |
Schedule of earnings per share | 2023 2022 2021 Basic and diluted earnings per share Numerator Loss of the period assigned to Company’s shareholders (61,004 ) (243,029 ) (44,646 ) Denominator Weighted average for number of common shares 41,739,993 41,595,506 32,616,258 Basic and diluted loss per share (in reais) (1.456 ) (5.843 ) (1.369 ) |
Risk management and financial_2
Risk management and financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risk management and financial instruments | |
Schedule of classification of financial instruments | The classification of financial instruments is presented in the table below: December 31, 2023 December 31, 2022 Amortized cost Fair value through profit or loss Level 1 Level 2 Level 3 Amortized cost Fair value through profit or loss Level 1 Level 2 Level 3 Assets Cash and cash equivalents 63,742 - - - - 43,796 56,447 56,447 - - Financial investment - - - - - - 8,160 8,160 - - Restricted cash 6,403 - - - - - - - - - Trade accounts receivable 148,784 - - - - 156,012 - - - - Total assets 218,929 - - - - 199,808 64,607 64,607 - - Liabilities Loans and financing 87,796 - - - - 166,834 - - - - Trade and other payable 353,998 - - - - 265,820 - - - - Liabilities from acquisition 292,152 - - - - 285,428 66,202 - - 66,202 Total liabilities 733,946 - - - - 718,082 66,202 - - 66,202 |
Schedule of main assumptions used in the measurement of the fair value of acquisitions | Type Valuation technique Significant unobservable inputs Inter-relationship between significant unobservable and fair value measurement Liabilities from acquisition Market Comparison: The valuation model considers the acquisition price of companies of similar size, sector. - Acquisitions multiples ranges depending on the gross profit business plan achievement The estimated fair value would increase (decrease) if:- The gross profit was higher (lower) in the period of the earn-out calculation. |
Schedule of maximum credit risk exposure | The book value of financial assets represents the maximum credit exposure. The maximum credit risk exposure on financial information date was: 2023 2022 Cash and cash equivalents 63,742 100,243 Financial investment - 8,160 Restricted cash 6,403 - Trade accounts receivable 148,784 156,012 Total 218,929 264,415 |
Schedule of contractual maturities of financial liabilities | We present below the contractual maturities of financial liabilities including payment of estimated interest. Non-derivative financial liabilities Book value Contractual cash flow Up to 12 1 2 2 3 > 3 Loans, borrowings and debentures 87,796 101,391 41,807 39,183 20,401 - Trade and other payables 353,998 353,998 353,998 - - - Liabilities from acquisitions 294,703 294,703 134,466 92,088 68,149 - Lease liabilities 2,808 3,319 2,051 1,268 - - Total 739,305 753,411 532,322 132,539 88,550 - |
Schedule of net debt structure | The Company considers its net debt structure as loans and financing less cash and cash equivalents. The financial leverage ratios are summarized as follows: 2023 2022 Loans and borrowings 87,796 166,834 Cash and cash equivalents (63,742 ) (100,243 ) Net debt 24,054 66,591 Total equity attributable to owners of the Company 888,810 953,336 Net debt/equity attributable to owners of the Company (%) 0.03 0.07 |
Operation (Details)
Operation (Details) - Zenvia Brazil - Movidesk Ltda. – Movidesk - BRL (R$) R$ in Thousands | Dec. 31, 2023 | May 02, 2022 |
Operational context | ||
Consideration transferred | R$ 485115 | |
Other net liabilities | (3,367) | |
Intangible assets - Digital platform | 229,705 | |
Intangible assets - Customer portfolio | 12,594 | |
Total net assets acquired at fair value | 238,932 | |
Net assets attributable to NCI | (67) | |
Goodwill | R$ 246250 | R$ 246250 |
Operation (Details 1)
Operation (Details 1) - Movidesk Ltda. – Movidesk | 12 Months Ended |
Dec. 31, 2023 | |
Valuation techniques used in business combination [abstract] | |
Description of assets acquired in business combination | Intangible assets – Allocation of the customer portfolio and digital platform |
Description of valuation techniques used in business combination | The MPEEM methodology (Multi Period Excess Earnings Method) is mostly used to measure the value of primary assets or most important assets of a company. According to that method, in determining fair values, the cash flows attributable to all other assets are subtracted through a contributory asset charge (CAC). The MPEEM method assumes that the fair value of an intangible asset is the same as the present value of the cash flows attributable to that asset, less the contribution of other assets, both tangible and intangible ones. |
Operations (Details 6 - Textual
Operations (Details 6 - Textuals 1) R$ in Thousands | 12 Months Ended | |||||||
Feb. 06, 2024 BRL (R$) | Oct. 26, 2022 BRL (R$) NUMBER | Dec. 31, 2023 BRL (R$) shares | Apr. 30, 2024 BRL (R$) | Dec. 31, 2022 BRL (R$) shares | May 31, 2022 BRL (R$) | May 02, 2022 BRL (R$) | Dec. 31, 2021 shares | |
Operational context | ||||||||
Consolidated working capital | R$ 357043 | |||||||
Current assets | 250,331 | R$ 313184 | ||||||
Current liabilities | R$ 607374 | R$ 476337 | ||||||
Number of shares issued | shares | 41,795,343 | 41,739,983 | 41,739,983 | |||||
Expected cash outlay during next fiscal year | R$ 20729 | |||||||
Expected cash outflow during next fiscal year | 147,722 | |||||||
Expected cash inflow during next fiscal year | R$ 126993 | |||||||
Period of extension of liabilities related to past Liabilities from Acquisitions | 36 months | |||||||
Zenvia Brazil | Movidesk Ltda. – Movidesk | ||||||||
Operational context | ||||||||
Percentage of voting equity interests acquired | 98.04% | |||||||
Percentage of equity shares in option acquired | 1.96% | |||||||
Contributed in cash | R$ 301258 | |||||||
Exercise price of purchase options | R$ 8411 | |||||||
Percentage of reasonably possible decrease in consideration based on achievement | 50% | |||||||
Percentage of reasonably possible increase in consideration based on achievement | 50% | |||||||
Amount of reasonably possible decrease in consideration based on achievement | R$ 94441 | |||||||
Amount of reasonably possible increase in consideration based on achievement | 360,376 | |||||||
Goodwill | 246,250 | R$ 246250 | ||||||
Earn-out cash structure as part of consideration transferred | R$ 205647 | |||||||
Estimated earn-out structure based consideration payable to certain former shareholders | R$ 327635 | |||||||
Zenvia Brazil | Movidesk Ltda. – Movidesk | Bottom of range [member] | ||||||||
Operational context | ||||||||
Loans and borrowings, interest rate basis | range of 130% | |||||||
Zenvia Brazil | Movidesk Ltda. – Movidesk | Top of range [member] | ||||||||
Operational context | ||||||||
Loans and borrowings, interest rate basis | 140% of CDI | |||||||
Zenvia Brazil | Movidesk Ltda. – Movidesk | December 2023 | ||||||||
Operational context | ||||||||
Estimated earn-out structure based payment on the fulfillment of gross margin targets | R$ 159706 | |||||||
Zenvia Brazil | Movidesk Ltda. – Movidesk | January 2023 to December 2023 | ||||||||
Operational context | ||||||||
Number of monthly installments | NUMBER | 12 | |||||||
Fixed monthly installments amount | R$ 100 | |||||||
Zenvia Brazil | Movidesk Ltda. – Movidesk | January 2024 to December 2026 | ||||||||
Operational context | ||||||||
Earn-out cash structure as part of consideration transferred | R$ 204447 | |||||||
Number of monthly installments | NUMBER | 36 | |||||||
Zenvia Brazil | Movidesk Ltda. – Movidesk | January 2024 to June 2024 | ||||||||
Operational context | ||||||||
Estimated earn-out structure based payment on the fulfillment of gross margin targets | R$ 24047 | |||||||
Number of monthly installments | NUMBER | 6 | |||||||
Class A common shares | Zenvia Brazil | Movidesk Ltda. – Movidesk | ||||||||
Operational context | ||||||||
Shares issued as consideration | shares | 315,820 | |||||||
Consideration transferred as shares | R$ 15740 | |||||||
Establishment of new rules regarding the payment of Earn out | ||||||||
Operational context | ||||||||
Possibility of converting certain liabilities from acquisitions into Zenvia's equity | 100,000 | |||||||
Period of extension of liabilities related to past Liabilities from Acquisitions | 60 months | |||||||
Liabilities related to past Liabilities from Acquisitions, maturity | December 2028 | |||||||
Establishment of new rules regarding the payment of Earn out | Zenvia Brazil | Movidesk Ltda. – Movidesk | ||||||||
Operational context | ||||||||
Estimated earn-out structure based consideration payable to certain former shareholders | R$ 206699 | |||||||
Period of extension of liabilities related to past Liabilities from Acquisitions | 60 months | |||||||
Liabilities related to past Liabilities from Acquisitions, maturity | December 2028 | |||||||
Founder and CEO | Establishment of new rules regarding the payment of Earn out | ||||||||
Operational context | ||||||||
Contribution received from management as new equity | R$ 50000 | |||||||
Long-term borrowings | ||||||||
Operational context | ||||||||
Period of extension of payment terms on bank loans and debentures | 18 months | |||||||
Long-term borrowings | Establishment of new rules regarding the payment of Earn out | ||||||||
Operational context | ||||||||
Aggregate principal amount | R$ 40000 | |||||||
Period of extension of payment terms on bank loans and debentures | 36 months | |||||||
Borrowings, maturity | December 2026 |
Operationas (Details 7 - Textua
Operationas (Details 7 - Textuals 2) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operational context | ||
Agreed to pay amounts to certain shareholders of acquiree | R$ 294703 | R$ 351630 |
Company's subsidiaries (Details
Company's subsidiaries (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Zenvia Mobile Serviços Digitais S.A. | |||
Company's subsidiaries | |||
Country of Origin | Brazil | ||
Zenvia Mobile Serviços Digitais S.A. | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
Zenvia Mobile Serviços Digitais S.A. | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
MKMB Soluções Tecnológicas Ltda. | |||
Company's subsidiaries | |||
Country of Origin | Brazil | ||
MKMB Soluções Tecnológicas Ltda. | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
MKMB Soluções Tecnológicas Ltda. | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
Total Voice Comunicação S.A. | |||
Company's subsidiaries | |||
Country of Origin | Brazil | ||
Total Voice Comunicação S.A. | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
Total Voice Comunicação S.A. | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
Rodati Motors Corporation | |||
Company's subsidiaries | |||
Country of Origin | USA | ||
Rodati Motors Corporation | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
Rodati Motors Corporation | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
Zenvia México | |||
Company's subsidiaries | |||
Country of Origin | Mexico | ||
Zenvia México | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
Zenvia México | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
Zenvia Voice Ltda | |||
Company's subsidiaries | |||
Country of Origin | Brazil | ||
Zenvia Voice Ltda | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
Zenvia Voice Ltda | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática S.A. | |||
Company's subsidiaries | |||
Country of Origin | Brazil | ||
One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática S.A. | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática S.A. | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
Sensedata Tecnologia Ltda. | |||
Company's subsidiaries | |||
Country of Origin | Brazil | ||
Sensedata Tecnologia Ltda. | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
Sensedata Tecnologia Ltda. | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
Rodati Services S.A. | |||
Company's subsidiaries | |||
Country of Origin | Argentina | ||
Rodati Services S.A. | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
Rodati Services S.A. | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
Movidesk S.A. | |||
Company's subsidiaries | |||
Country of Origin | Brazil | ||
Movidesk S.A. | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
Movidesk S.A. | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 98.04% | 98.04% | 0% |
Rodati Servicios, S.A. de CV | |||
Company's subsidiaries | |||
Country of Origin | Mexico | ||
Rodati Servicios, S.A. de CV | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
Rodati Servicios, S.A. de CV | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
Rodati Motors Central de Informações de Veículos Automotores Ltda. | |||
Company's subsidiaries | |||
Country of Origin | Brazil | ||
Rodati Motors Central de Informações de Veículos Automotores Ltda. | Direct | |||
Company's subsidiaries | |||
% holding of subsidiary | 0% | 0% | 0% |
Rodati Motors Central de Informações de Veículos Automotores Ltda. | Indirect | |||
Company's subsidiaries | |||
% holding of subsidiary | 100% | 100% | 100% |
Preparation basis (Details Text
Preparation basis (Details Textuals) - Rodati Services S.A. - Argentina | 12 Months Ended |
Dec. 31, 2023 | |
Company's subsidiaries | |
Period of cumulative inflation in hyperinflationary economy | 5 years |
Minimum | |
Company's subsidiaries | |
Percentage of cumulative inflation in hyperinflationary economy | 1 |
Material Accounting Policies (D
Material Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Communication Platform | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |
Nature and timing of satisfaction of performance obligations, including significant payment terms | The CPaaS revenue derives primarily from fees based on use of the services available on our communication platform. The use of these services is measured by volume usage and revenues are recognized over the period of use. The Company provides services to clients with fixed-term contracts for a fixed or indefinite period. Small customers and customers who pay by credit card are billed in advance, while large customers are billed monthly. Collections are made within thirty days of billing. |
Revenue recognition policy | Revenue is recognized when control of services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of any taxes levied on customers, which are subsequently remitted to government authorities. Invoiced amounts are recorded in accounts receivable and in revenue or advances from customers, depending on whether the revenue recognition criteria are met. The company’s agreements with customers do not provide rights of return. |
SaaS [member] | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |
Nature and timing of satisfaction of performance obligations, including significant payment terms | The nature of the SaaS services refers to license subscriptions for the use of Zenvia platforms, where it is recognized proportionally to the time contracted. In general, licenses are billed monthly on the postpaid model. |
Revenue recognition policy | Revenue is recognized when control of services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services – over the time of license usage entitlement. Revenue is recognized net of any taxes levied on customers, which are subsequently remitted to government authorities. Invoiced amounts are recorded in accounts receivable and in revenue or advances from customers, depending on whether the revenue recognition criteria are met. The company’s agreements with customers do not provide rights of return, and do not provide customers with the right to take possession of the software that supports the applications. |
Material Accounting Policies _2
Material Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2023 | |
Financial assets at FVTPL | |
Disclosure of fair value measurement of assets [line items] | |
Financial assets at FVTPL | These assets are subsequently measured at fair value. Net income, including interest or dividend income, is recognized in profit or loss. |
Financial assets at amortized cost | |
Disclosure of fair value measurement of assets [line items] | |
Financial assets at amortized cost | These assets are subsequently measured at amortized cost using the effective interest method. Amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss |
Material Accounting Policies _3
Material Accounting Policies (Details 2 - Textuals) | 12 Months Ended | ||
Dec. 31, 2023 NUMBER shares | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of significant accounting policies [line items] | |||
Measurement period of expected credit loss | 12 months | ||
Minimum period of past due for considering significant increase of credit risk of a financial asset | 30 days | ||
Minimum period of past due for considering financial assets to be in default | 180 days | ||
Period after reporting date for expected credit loss portion that result from possible default event | 12 months | ||
Maximum expected useful life of financial instrument | 12 months | ||
Percentage of current and deferred income tax | 34% | 34% | 34% |
Number of operating and reportable segment | NUMBER | 2 | ||
Capital | |||
Disclosure of significant accounting policies [line items] | |||
Number of shares outstanding | 41,759,286 | ||
Maximum | Capital | |||
Disclosure of significant accounting policies [line items] | |||
Number of shares outstanding | 1,000,000,000 | ||
USA | |||
Disclosure of significant accounting policies [line items] | |||
Percentage of current and deferred income tax | 21% | ||
Brazil | |||
Disclosure of significant accounting policies [line items] | |||
Base rate for calculation of income and social contribution taxes (as a percent) | 15% | ||
Additional rate for calculation of income taxes over taxable income threshold amount (as a percent) | 10% | ||
Additional rate for calculation of social contribution taxes on taxable income threshold amount (as a percent) | 9% | ||
Maximum limit for offsetting of tax losses and negative basis of social security contribution as percentage of taxable income | 30% | ||
Percentage of income tax and social contribution tax base reduced from tax incentives for research and development (R&D) of technological innovation | 80% | ||
Mexico | |||
Disclosure of significant accounting policies [line items] | |||
Percentage of current and deferred income tax | 30% | ||
Argentina | Minimum | |||
Disclosure of significant accounting policies [line items] | |||
Percentage of current and deferred income tax | 25% | ||
Argentina | Maximum | |||
Disclosure of significant accounting policies [line items] | |||
Percentage of current and deferred income tax | 35% |
Cash and cash equivalents and_3
Cash and cash equivalents and financial investments (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents and financial investments. | |||||
Cash and banks | R$ 30053 | R$ 43796 | |||
Short-term investments Maturing in 90 days at the time of acquisition | [1] | 33,689 | 56,447 | ||
Financial investments | [2] | 0 | 8,160 | ||
Total | 63,742 | 108,403 | |||
Cash and cash equivalents | 63,742 | 100,243 | R$ 582231 | R$ 59979 | |
Financial investments | [2] | R$ 0 | R$ 8160 | ||
[1] Highly liquid short-term interest earning bank deposits are readily convertible into a known amount of cash and subject to an insignificant risk of change of value. They are substantially represented by interest earning bank deposits at rates varying from 100.5% to 103.0% ( 2022 In March 2023, the total fund was redeemed, pursuant to the third amendment, signed in September 2022. As of December 31, 2022, the return on such investments was equivalent to 161% of the CDI. The fund's assets were divided into several different asset class pools such as Agribusiness, Real Estate, Direct Lending. Those investments were held as guarantee of the debentures borrowing contract entered into in May 2021. |
Cash and cash equivalents and_4
Cash and cash equivalents and financial investments (Details 1 - Textuals) - Interbank Deposit Certificate (CDI) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash and cash equivalents and financial investments | ||
Percentage of long-term interest earning bank deposits not classified as cash equivalents | 161% | |
Minimum | ||
Cash and cash equivalents and financial investments | ||
Percentage of short-term interest earning bank deposits classified as cash equivalents | 100.50% | 60% |
Maximum | ||
Cash and cash equivalents and financial investments | ||
Percentage of short-term interest earning bank deposits classified as cash equivalents | 103% | 103% |
Restricted cash (Details)
Restricted cash (Details) R$ in Thousands | Dec. 31, 2023 BRL (R$) |
Restricted cash | |
Restricted cash invested in Bank Deposit Certificate for contractual guarantee of loan | R$ 6403 |
Minimum Guarantee Percentage | 33% |
Trade and other receivables (De
Trade and other receivables (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | [1] | Dec. 31, 2021 | Dec. 31, 2020 |
Trade receivables | |||||
Trade and other receivables, net | R$ 148784 | R$ 156012 | |||
Gross amount | |||||
Trade receivables | |||||
Trade and other receivables, net | 206,112 | 166,439 | |||
Trade accounts receivable | |||||
Trade receivables | |||||
Allowance for expected credit losses | (57,328) | (10,427) | R$ 8298 | R$ 6087 | |
Domestic | Gross amount | |||||
Trade receivables | |||||
Trade and other receivables, net | 185,099 | 158,510 | |||
Abroad | Gross amount | |||||
Trade receivables | |||||
Trade and other receivables, net | R$ 21013 | R$ 7929 | |||
[1]The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. |
Trade and other receivables (_2
Trade and other receivables (Details 1) - Trade accounts receivable - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Changes in allowance for expected credit losses are as follows: | |||||
Balance at beginning year | R$ 10427 | [1] | R$ 8298 | R$ 6087 | |
Additions | (49,247) | (23,320) | (8,508) | ||
Reversal | 0 | 15,531 | 2,205 | ||
Write-offs | 2,623 | 5,660 | 4,092 | ||
Exchange variation | (277) | 0 | 0 | ||
Balance at end of the year | R$ 57328 | R$ 10427 | [1] | R$ 8298 | |
[1]The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. |
Trade and other receivables (_3
Trade and other receivables (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of trade receivables by maturity date | |||
Total | R$ 148784 | R$ 156012 | [1] |
Gross amount | |||
Disclosure of trade receivables by maturity date | |||
Total | 206,112 | 166,439 | [1] |
Current | Gross amount | |||
Disclosure of trade receivables by maturity date | |||
Total | 154,846 | 138,848 | |
1–30 | Gross amount | |||
Disclosure of trade receivables by maturity date | |||
Total | 16,636 | 6,779 | |
31–60 | Gross amount | |||
Disclosure of trade receivables by maturity date | |||
Total | 6,282 | 3,508 | |
61–90 | Gross amount | |||
Disclosure of trade receivables by maturity date | |||
Total | 2,915 | 3,274 | |
91–120 | Gross amount | |||
Disclosure of trade receivables by maturity date | |||
Total | 2,257 | 1,914 | |
121–150 | Gross amount | |||
Disclosure of trade receivables by maturity date | |||
Total | 2,069 | 1,181 | |
>150 | Gross amount | |||
Disclosure of trade receivables by maturity date | |||
Total | R$ 21107 | R$ 10935 | |
[1]The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants. |
Trade and other receivables (_4
Trade and other receivables (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Trade and other receivables | ||
Minimum period of past due for considering financial assets to be in default | 180 days | |
Trade accounts receivable | ||
Trade and other receivables | ||
Minimum period of past due for considering provision for expected credit losses of financial assets | 30 days | |
Minimum period of past due for considering financial assets to be in default | 180 days | |
Percentage of provision for expected credit losses on accounts receivable from customers on its invoices | 100% | |
Trade accounts receivable | Current | ||
Trade and other receivables | ||
Weighted-average loss rate | 16.15% | 1.73% |
Trade accounts receivable | Current | Gross amount | ||
Trade and other receivables | ||
Carrying amount | R$ 152675 | R$ 44573 |
Loss allowance | R$ 24651 | R$ 772 |
Trade accounts receivable | 1–30 | ||
Trade and other receivables | ||
Weighted-average loss rate | 9.44% | 16.20% |
Trade accounts receivable | 1–30 | Gross amount | ||
Trade and other receivables | ||
Carrying amount | R$ 16636 | R$ 6779 |
Loss allowance | R$ 1570 | R$ 1098 |
Trade accounts receivable | More than 31 days past due | ||
Trade and other receivables | ||
Weighted-average loss rate | 81.38% | 41.11% |
Trade accounts receivable | More than 31 days past due | Gross amount | ||
Trade and other receivables | ||
Carrying amount | R$ 38222 | R$ 20812 |
Loss allowance | R$ 31106 | R$ 8557 |
Tax Assets (Details)
Tax Assets (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Tax Assets | |||
Corporate income tax (IRPJ) | [1] | R$ 2141 | R$ 5203 |
Social contribution (CSLL) | [1] | 450 | 513 |
Federal VAT (PIS/COFINS) | [2] | 23,147 | 29,022 |
Others | 2,320 | 948 | |
Total tax assets | 28,058 | 35,686 | |
Current | 28,058 | 35,579 | |
Non-current | R$ 0 | R$ 107 | |
[1] Income tax and social contribution - the balance is composed by amounts withheld and advances of corporate income tax and social contribution carried out in the previous years. As a result of a taxes restructuring in 2021 |
Tax Assets (Details - Textuals)
Tax Assets (Details - Textuals) | 12 Months Ended |
Dec. 31, 2023 | |
Tax Assets | |
PIS, applicable federal tax rate under non-cumulative basis | 1.65% |
COFINS, applicable federal tax rate under non-cumulative basis | 7.60% |
Prepayments (Details)
Prepayments (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepayments [Abstract] | ||
Software license | R$ 2750 | R$ 3912 |
Insurance | 2,998 | 4,061 |
Other | 932 | 603 |
Total | 6,680 | 8,576 |
Current | 5,571 | 6,369 |
Non-current | R$ 1109 | R$ 2207 |
Property, plant and equipment_2
Property, plant and equipment (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment | |||
Net balance | R$ 14413 | R$ 19590 | R$ 15732 |
Cost | |||
Property, plant and equipment | |||
Net balance | 30,131 | 34,717 | 30,120 |
Accumulated depreciation | |||
Property, plant and equipment | |||
Net balance | R$ 15718 | R$ 15127 | (14,388) |
Furniture and fixtures | |||
Property, plant and equipment | |||
Average annual depreciation rates (%) | 10% | 10% | |
Net balance | R$ 288 | R$ 366 | |
Furniture and fixtures | Cost | |||
Property, plant and equipment | |||
Net balance | 800 | 724 | 1,169 |
Furniture and fixtures | Accumulated depreciation | |||
Property, plant and equipment | |||
Net balance | R$ 512 | R$ 358 | (597) |
Leasehold improvements | |||
Property, plant and equipment | |||
Average annual depreciation rates (%) | 10% | 10% | |
Net balance | R$ 347 | R$ 507 | |
Leasehold improvements | Cost | |||
Property, plant and equipment | |||
Net balance | 1,609 | 1,607 | 2,177 |
Leasehold improvements | Accumulated depreciation | |||
Property, plant and equipment | |||
Net balance | R$ 1262 | R$ 1100 | (1,086) |
Data processing equipment | |||
Property, plant and equipment | |||
Average annual depreciation rates (%) | 20% | 20% | |
Net balance | R$ 11159 | R$ 13993 | |
Data processing equipment | Cost | |||
Property, plant and equipment | |||
Net balance | 22,500 | 26,541 | 19,091 |
Data processing equipment | Accumulated depreciation | |||
Property, plant and equipment | |||
Net balance | (11,341) | (12,548) | (9,061) |
Right of use – leases | |||
Property, plant and equipment | |||
Net balance | 2,534 | 4,604 | |
Right of use – leases | Cost | |||
Property, plant and equipment | |||
Net balance | 5,129 | 5,313 | 6,943 |
Right of use – leases | Accumulated depreciation | |||
Property, plant and equipment | |||
Net balance | R$ 2595 | R$ 709 | (3,097) |
Right of use – leases | Minimum | |||
Property, plant and equipment | |||
Average annual depreciation rates (%) | 20% | 20% | |
Right of use – leases | Maximum | |||
Property, plant and equipment | |||
Average annual depreciation rates (%) | 30% | 30% | |
Machinery and equipment | |||
Property, plant and equipment | |||
Average annual depreciation rates (%) | 10% | 10% | |
Net balance | R$ 85 | R$ 80 | |
Machinery and equipment | Cost | |||
Property, plant and equipment | |||
Net balance | 93 | 374 | 408 |
Machinery and equipment | Accumulated depreciation | |||
Property, plant and equipment | |||
Net balance | (8) | (294) | (330) |
Other fixed assets | |||
Property, plant and equipment | |||
Net balance | 40 | ||
Other fixed assets | Cost | |||
Property, plant and equipment | |||
Net balance | 0 | 158 | 332 |
Other fixed assets | Accumulated depreciation | |||
Property, plant and equipment | |||
Net balance | R$ 0 | R$ 118 | R$ 217 |
Other fixed assets | Minimum | |||
Property, plant and equipment | |||
Average annual depreciation rates (%) | 10% | 10% | |
Other fixed assets | Maximum | |||
Property, plant and equipment | |||
Average annual depreciation rates (%) | 20% | 20% |
Property, plant and equipment_3
Property, plant and equipment (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | R$ 19590 | R$ 15732 |
Changes in property, plant and equipment [abstract] | ||
Depreciation additions | (4,174) | (6,871) |
Additions due to acquisitions | 2,309 | |
Disposals | (919) | (5,276) |
Hyperinflation adjustment | (659) | 5 |
Transfers | 0 | |
Exchange variations | 575 | (51) |
Balance at end of period | 14,413 | 19,590 |
Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | 34,717 | 30,120 |
Changes in property, plant and equipment [abstract] | ||
Additions | 3,004 | 14,339 |
Additions due to acquisitions | 2,309 | |
Disposals | (7,477) | (11,913) |
Hyperinflation adjustment | 18 | 139 |
Transfers | 124 | |
Exchange variations | (255) | (277) |
Balance at end of period | 30,131 | 34,717 |
Accumulated depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | (15,127) | (14,388) |
Changes in property, plant and equipment [abstract] | ||
Depreciation additions | (7,178) | (7,468) |
Additions due to acquisitions | 0 | |
Disposals | 6,558 | 6,637 |
Hyperinflation adjustment | (677) | (134) |
Transfers | (124) | |
Exchange variations | 830 | 226 |
Balance at end of period | R$ 15718 | R$ 15127 |
Furniture and fixtures | ||
Property, plant and equipment | ||
Average annual depreciation rates (%) | 10% | 10% |
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | R$ 366 | |
Changes in property, plant and equipment [abstract] | ||
Balance at end of period | 288 | R$ 366 |
Furniture and fixtures | Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | 724 | 1,169 |
Changes in property, plant and equipment [abstract] | ||
Additions | 62 | 0 |
Additions due to acquisitions | 384 | |
Disposals | (79) | (783) |
Hyperinflation adjustment | 0 | (23) |
Transfers | 93 | |
Exchange variations | 0 | (23) |
Balance at end of period | 800 | 724 |
Furniture and fixtures | Accumulated depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | (358) | (597) |
Changes in property, plant and equipment [abstract] | ||
Depreciation additions | (98) | (148) |
Additions due to acquisitions | 0 | |
Disposals | 29 | 363 |
Hyperinflation adjustment | 0 | 12 |
Transfers | (85) | |
Exchange variations | 0 | 12 |
Balance at end of period | R$ 512 | R$ 358 |
Leasehold improvements | ||
Property, plant and equipment | ||
Average annual depreciation rates (%) | 10% | 10% |
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | R$ 507 | |
Changes in property, plant and equipment [abstract] | ||
Balance at end of period | 347 | R$ 507 |
Leasehold improvements | Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | 1,607 | 2,177 |
Changes in property, plant and equipment [abstract] | ||
Additions | 2 | 0 |
Additions due to acquisitions | 759 | |
Disposals | 0 | (1,328) |
Hyperinflation adjustment | 0 | 0 |
Transfers | 0 | |
Exchange variations | 0 | (1) |
Balance at end of period | 1,609 | 1,607 |
Leasehold improvements | Accumulated depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | (1,100) | (1,086) |
Changes in property, plant and equipment [abstract] | ||
Depreciation additions | (163) | (251) |
Additions due to acquisitions | 0 | |
Disposals | 1 | 237 |
Hyperinflation adjustment | 0 | 0 |
Transfers | 0 | |
Exchange variations | 0 | 0 |
Balance at end of period | R$ 1262 | R$ 1100 |
Data processing equipment | ||
Property, plant and equipment | ||
Average annual depreciation rates (%) | 20% | 20% |
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | R$ 13993 | |
Changes in property, plant and equipment [abstract] | ||
Balance at end of period | 11,159 | R$ 13993 |
Data processing equipment | Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | 26,541 | 19,091 |
Changes in property, plant and equipment [abstract] | ||
Additions | 2,940 | 7,175 |
Additions due to acquisitions | 1,161 | |
Disposals | (6,636) | (863) |
Hyperinflation adjustment | 18 | 197 |
Transfers | (108) | |
Exchange variations | (255) | (220) |
Balance at end of period | 22,500 | 26,541 |
Data processing equipment | Accumulated depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | (12,548) | (9,061) |
Changes in property, plant and equipment [abstract] | ||
Depreciation additions | (4,902) | (4,590) |
Additions due to acquisitions | 0 | |
Disposals | 5,945 | 1,067 |
Hyperinflation adjustment | (677) | (163) |
Transfers | 11 | |
Exchange variations | 830 | 199 |
Balance at end of period | (11,341) | (12,548) |
Right of use – leases | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | 4,604 | |
Changes in property, plant and equipment [abstract] | ||
Balance at end of period | 2,534 | 4,604 |
Right of use – leases | Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | 5,313 | 6,943 |
Changes in property, plant and equipment [abstract] | ||
Additions | 0 | 7,139 |
Additions due to acquisitions | 0 | |
Disposals | (184) | (8,769) |
Hyperinflation adjustment | 0 | 0 |
Transfers | 0 | |
Exchange variations | 0 | 0 |
Balance at end of period | 5,129 | 5,313 |
Right of use – leases | Accumulated depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | (709) | (3,097) |
Changes in property, plant and equipment [abstract] | ||
Depreciation additions | (2,007) | (2,432) |
Additions due to acquisitions | 0 | |
Disposals | 121 | 4,820 |
Hyperinflation adjustment | 0 | 0 |
Transfers | 0 | |
Exchange variations | 0 | 0 |
Balance at end of period | R$ 2595 | R$ 709 |
Right of use – leases | Minimum | ||
Property, plant and equipment | ||
Average annual depreciation rates (%) | 20% | 20% |
Right of use – leases | Maximum | ||
Property, plant and equipment | ||
Average annual depreciation rates (%) | 30% | 30% |
Machinery and equipment | ||
Property, plant and equipment | ||
Average annual depreciation rates (%) | 10% | 10% |
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | R$ 80 | |
Changes in property, plant and equipment [abstract] | ||
Balance at end of period | 85 | R$ 80 |
Machinery and equipment | Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | 374 | 408 |
Changes in property, plant and equipment [abstract] | ||
Additions | 0 | 23 |
Additions due to acquisitions | 0 | |
Disposals | (272) | (57) |
Hyperinflation adjustment | 0 | 0 |
Transfers | (9) | |
Exchange variations | 0 | 0 |
Balance at end of period | 93 | 374 |
Machinery and equipment | Accumulated depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | (294) | (330) |
Changes in property, plant and equipment [abstract] | ||
Depreciation additions | (8) | (19) |
Additions due to acquisitions | 0 | |
Disposals | 237 | 55 |
Hyperinflation adjustment | 0 | 0 |
Transfers | 57 | |
Exchange variations | 0 | 0 |
Balance at end of period | (8) | (294) |
Other fixed assets | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | 40 | |
Changes in property, plant and equipment [abstract] | ||
Balance at end of period | 40 | |
Other fixed assets | Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | 158 | 332 |
Changes in property, plant and equipment [abstract] | ||
Additions | 0 | 2 |
Additions due to acquisitions | 5 | |
Disposals | (306) | (113) |
Hyperinflation adjustment | 0 | (35) |
Transfers | 148 | |
Exchange variations | 0 | (33) |
Balance at end of period | 0 | 158 |
Other fixed assets | Accumulated depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Balance at beginning of period | (118) | (217) |
Changes in property, plant and equipment [abstract] | ||
Depreciation additions | 0 | (28) |
Additions due to acquisitions | 0 | |
Disposals | 225 | 95 |
Hyperinflation adjustment | 0 | 17 |
Transfers | (107) | |
Exchange variations | 0 | 15 |
Balance at end of period | R$ 0 | R$ 118 |
Other fixed assets | Minimum | ||
Property, plant and equipment | ||
Average annual depreciation rates (%) | 10% | 10% |
Other fixed assets | Maximum | ||
Property, plant and equipment | ||
Average annual depreciation rates (%) | 20% | 20% |
Intangible assets and goodwil_2
Intangible assets and goodwill (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets and goodwill | |||
Net balance | R$ 1347327 | R$ 1377232 | R$ 1050357 |
Minimum | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 10% | ||
Cost | |||
Intangible assets and goodwill | |||
Net balance | R$ 1612389 | 1,699,769 | |
Amortization | |||
Intangible assets and goodwill | |||
Net balance | R$ 265062 | (185,814) | (118,340) |
Impairment | |||
Intangible assets and goodwill | |||
Net balance | R$ 136723 | ||
Intangible assets under development | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 0% | 0% | |
Net balance | R$ 47124 | R$ 41707 | |
Intangible assets under development | Cost | |||
Intangible assets and goodwill | |||
Net balance | 47,124 | 41,707 | |
Intangible assets under development | Amortization | |||
Intangible assets and goodwill | |||
Net balance | R$ 0 | 0 | |
Intangible assets under development | Impairment | |||
Intangible assets and goodwill | |||
Net balance | R$ 0 | ||
Brands and patents | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 20% | 0% | |
Net balance | R$ 29 | R$ 29 | |
Brands and patents | Cost | |||
Intangible assets and goodwill | |||
Net balance | 29 | 29 | |
Brands and patents | Amortization | |||
Intangible assets and goodwill | |||
Net balance | 0 | 0 | |
Brands and patents | Impairment | |||
Intangible assets and goodwill | |||
Net balance | 0 | ||
Software license | |||
Intangible assets and goodwill | |||
Net balance | R$ 22132 | R$ 4977 | |
Software license | Minimum | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 20% | 20% | |
Software license | Maximum | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 50% | 50% | |
Software license | Cost | |||
Intangible assets and goodwill | |||
Net balance | R$ 32217 | R$ 10112 | |
Software license | Amortization | |||
Intangible assets and goodwill | |||
Net balance | R$ 10085 | (5,135) | (3,310) |
Software license | Impairment | |||
Intangible assets and goodwill | |||
Net balance | R$ 0 | ||
Database | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 10% | 10% | |
Net balance | R$ 173 | R$ 253 | |
Database | Minimum | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 20% | ||
Database | Maximum | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 50% | ||
Database | Cost | |||
Intangible assets and goodwill | |||
Net balance | R$ 800 | 800 | |
Database | Amortization | |||
Intangible assets and goodwill | |||
Net balance | R$ 627 | (547) | (467) |
Database | Impairment | |||
Intangible assets and goodwill | |||
Net balance | R$ 0 | ||
Goodwill | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 0% | 0% | |
Net balance | R$ 923439 | R$ 923439 | |
Goodwill | Cost | |||
Intangible assets and goodwill | |||
Net balance | 923,439 | 1,060,162 | |
Goodwill | Amortization | |||
Intangible assets and goodwill | |||
Net balance | R$ 0 | 0 | |
Goodwill | Impairment | |||
Intangible assets and goodwill | |||
Net balance | R$ 136723 | ||
Customer portfolio | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 10% | 10% | |
Net balance | R$ 24662 | R$ 36481 | |
Customer portfolio | Cost | |||
Intangible assets and goodwill | |||
Net balance | 135,848 | 131,448 | |
Customer portfolio | Amortization | |||
Intangible assets and goodwill | |||
Net balance | R$ 111186 | (94,967) | (80,103) |
Customer portfolio | Impairment | |||
Intangible assets and goodwill | |||
Net balance | R$ 0 | ||
Non-compete | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 20% | 20% | |
Net balance | R$ 743 | R$ 1551 | |
Non-compete | Cost | |||
Intangible assets and goodwill | |||
Net balance | 2,697 | 2,697 | |
Non-compete | Amortization | |||
Intangible assets and goodwill | |||
Net balance | (1,954) | (1,146) | (337) |
Non-compete | Impairment | |||
Intangible assets and goodwill | |||
Net balance | 0 | ||
Platform | |||
Intangible assets and goodwill | |||
Net balance | R$ 329025 | R$ 368795 | |
Platform | Minimum | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 10% | 10% | |
Platform | Maximum | |||
Intangible assets and goodwill | |||
Average annual amortization rates % | 20% | 20% | |
Platform | Cost | |||
Intangible assets and goodwill | |||
Net balance | R$ 470235 | R$ 452814 | |
Platform | Amortization | |||
Intangible assets and goodwill | |||
Net balance | R$ 141210 | (84,019) | R$ 34123 |
Platform | Impairment | |||
Intangible assets and goodwill | |||
Net balance | R$ 0 |
Intangible assets and goodwil_3
Intangible assets and goodwill (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 1377232 | R$ 1050357 |
Changes in intangible assets other than goodwill [abstract] | ||
Amortization additions | (27,973) | (25,031) |
Additions due to acquisitions | 488,549 | |
Transfers | 0 | 0 |
Disposals | (815) | (25) |
Hyperinflation adjustment | 522 | 105 |
Exchange variations | (1,639) | |
Impairment | (136,723) | |
Closing balance | R$ 1347327 | 1,377,232 |
Minimum | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 10% | |
Cost | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 1563046 | 1,168,697 |
Changes in intangible assets other than goodwill [abstract] | ||
Additions | 52,656 | 42,495 |
Additions due to acquisitions | 488,549 | |
Transfers | (5) | 0 |
Disposals | (2,191) | (77) |
Hyperinflation adjustment | 522 | 105 |
Exchange variations | (1,639) | |
Impairment | (136,723) | |
Closing balance | 1,612,389 | 1,563,046 |
Amortization | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | (185,814) | (118,340) |
Changes in intangible assets other than goodwill [abstract] | ||
Amortization additions | (80,629) | (67,526) |
Additions due to acquisitions | 0 | |
Transfers | 5 | 0 |
Disposals | 1,376 | 52 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | R$ 265062 | R$ 185814 |
Intangible assets under development | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 0% | 0% |
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 41707 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | 47,124 | R$ 41707 |
Intangible assets under development | Cost | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | 41,707 | 7,723 |
Changes in intangible assets other than goodwill [abstract] | ||
Additions | 47,253 | 39,714 |
Additions due to acquisitions | 0 | |
Transfers | (40,714) | (5,872) |
Disposals | (5) | 0 |
Hyperinflation adjustment | 522 | 142 |
Exchange variations | (1,639) | |
Impairment | 0 | |
Closing balance | 47,124 | 41,707 |
Intangible assets under development | Amortization | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | 0 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | 0 | 0 |
Software license | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | 4,977 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | R$ 22132 | R$ 4977 |
Software license | Minimum | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 20% | 20% |
Software license | Maximum | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 50% | 50% |
Software license | Cost | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 10112 | R$ 7449 |
Changes in intangible assets other than goodwill [abstract] | ||
Additions | 5,403 | 2,777 |
Additions due to acquisitions | 0 | |
Transfers | 18,888 | 0 |
Disposals | (2,186) | (77) |
Hyperinflation adjustment | 0 | (37) |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | 32,217 | 10,112 |
Software license | Amortization | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | (5,135) | (3,310) |
Changes in intangible assets other than goodwill [abstract] | ||
Amortization additions | (6,465) | (1,877) |
Additions due to acquisitions | 0 | |
Transfers | 139 | 0 |
Disposals | 1,376 | 52 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | R$ 10085 | R$ 5135 |
Database | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 10% | 10% |
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 253 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | R$ 173 | R$ 253 |
Database | Minimum | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 20% | |
Database | Maximum | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 50% | |
Database | Cost | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 800 | 800 |
Changes in intangible assets other than goodwill [abstract] | ||
Additions | 0 | 0 |
Additions due to acquisitions | 0 | |
Transfers | 0 | 0 |
Disposals | 0 | 0 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | 800 | 800 |
Database | Amortization | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | (547) | (467) |
Changes in intangible assets other than goodwill [abstract] | ||
Amortization additions | (80) | (80) |
Additions due to acquisitions | 0 | |
Transfers | 0 | 0 |
Disposals | 0 | 0 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | R$ 627 | R$ 547 |
Goodwill | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 0% | 0% |
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 923439 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | 923,439 | R$ 923439 |
Goodwill | Cost | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | 923,439 | 813,912 |
Changes in intangible assets other than goodwill [abstract] | ||
Additions | 0 | 0 |
Additions due to acquisitions | 246,250 | |
Transfers | 0 | 0 |
Disposals | 0 | 0 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | (136,723) | |
Closing balance | 923,439 | 923,439 |
Goodwill | Amortization | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | 0 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | R$ 0 | R$ 0 |
Customer portfolio | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 10% | 10% |
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 36481 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | 24,662 | R$ 36481 |
Customer portfolio | Cost | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | 131,448 | 118,854 |
Changes in intangible assets other than goodwill [abstract] | ||
Additions | 0 | 0 |
Additions due to acquisitions | 12,594 | |
Transfers | 4,400 | 0 |
Disposals | 0 | 0 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | 135,848 | 131,448 |
Customer portfolio | Amortization | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | (94,967) | (80,103) |
Changes in intangible assets other than goodwill [abstract] | ||
Amortization additions | (13,652) | (14,864) |
Additions due to acquisitions | 0 | |
Transfers | (2,567) | 0 |
Disposals | 0 | 0 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | R$ 111186 | R$ 94967 |
Non-compete | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 20% | 20% |
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 1551 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | 743 | R$ 1551 |
Non-compete | Cost | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | 2,697 | 2,697 |
Changes in intangible assets other than goodwill [abstract] | ||
Additions | 0 | 0 |
Additions due to acquisitions | 0 | |
Transfers | 0 | 0 |
Disposals | 0 | 0 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | 2,697 | 2,697 |
Non-compete | Amortization | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | (1,146) | (337) |
Changes in intangible assets other than goodwill [abstract] | ||
Amortization additions | (808) | (809) |
Additions due to acquisitions | 0 | |
Transfers | 0 | 0 |
Disposals | 0 | 0 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | R$ 1954 | R$ 1146 |
Brands and patents | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 20% | 0% |
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 29 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | 29 | R$ 29 |
Brands and patents | Cost | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | 29 | 25 |
Changes in intangible assets other than goodwill [abstract] | ||
Additions | 0 | 4 |
Additions due to acquisitions | 0 | |
Transfers | 0 | 0 |
Disposals | 0 | 0 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | 29 | 29 |
Brands and patents | Amortization | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | 0 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | 0 | 0 |
Platform | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | 368,795 | |
Changes in intangible assets other than goodwill [abstract] | ||
Closing balance | R$ 329025 | R$ 368795 |
Platform | Minimum | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 10% | 10% |
Platform | Maximum | ||
Intangible assets and goodwill | ||
Average annual amortization rates % | 20% | 20% |
Platform | Cost | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | R$ 452814 | R$ 217237 |
Changes in intangible assets other than goodwill [abstract] | ||
Additions | 0 | 0 |
Additions due to acquisitions | 229,705 | |
Transfers | 17,421 | 5,872 |
Disposals | 0 | 0 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | 470,235 | 452,814 |
Platform | Amortization | ||
Reconciliation of changes in intangible assets other than goodwill [abstract] | ||
Opening balance | (84,019) | (34,123) |
Changes in intangible assets other than goodwill [abstract] | ||
Amortization additions | (59,624) | (49,896) |
Additions due to acquisitions | 0 | |
Transfers | 2,433 | 0 |
Disposals | 0 | 0 |
Hyperinflation adjustment | 0 | 0 |
Exchange variations | 0 | |
Impairment | 0 | |
Closing balance | R$ 141210 | R$ 84019 |
Intangible assets and goodwil_4
Intangible assets and goodwill (Details 2) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CPaaS CGU | |||
Disclosure of information for cash-generating units | |||
Weighted average annual revenue growth | 19.37% | 3.55% | 0% |
Weighted average annual growth of variable cost | 20.06% | (4.51%) | 0% |
Weighted average cost of capital (WACC) | 15.69% | 15.44% | 0% |
Growth in terminal value | 3.50% | 3.25% | 0% |
SaaS CGU | |||
Disclosure of information for cash-generating units | |||
Weighted average annual revenue growth | 25.87% | 36.86% | 0% |
Weighted average annual growth of variable cost | 18.88% | 22.94% | 0% |
Weighted average cost of capital (WACC) | 15.69% | 15.44% | 0% |
Growth in terminal value | 5% | 3.25% | 0% |
Cash-generating units [member] | |||
Disclosure of information for cash-generating units | |||
Weighted average annual revenue growth | 0% | 0% | 38.10% |
Weighted average annual growth of variable cost | 0% | 0% | 30.29% |
Weighted average cost of capital (WACC) | 0% | 0% | 14.73% |
Growth in terminal value | 0% | 0% | 5% |
Intangible assets and goodwil_5
Intangible assets and goodwill (Details 3 - Textual) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 BRL (R$) NUMBER | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | |
Intangible assets and goodwill | |||
Forecast period of financial projections | 5 years | ||
Impairment charges recognized of goodwill | R$ 0 | R$ 136723 | R$ 0 |
Amortization of intangible assets acquired in business combinations | 64,381 | 59,532 | 29,571 |
Amortization of intangible assets acquired in business combinations recorded in costs of services | 52,061 | 44,043 | 16,985 |
Amortization of intangible assets acquired in business combinations recorded in administrative expenses | R$ 12319 | 15,489 | R$ 12586 |
Number of operating and reportable segment | NUMBER | 2 | ||
SaaS [member] | |||
Intangible assets and goodwill | |||
Impairment charges recognized of goodwill | 136,723 | ||
Cash-generating units [member] | |||
Intangible assets and goodwill | |||
Impairment loss recognized for intangible asset and goodwill | R$ 0 | ||
Cash-generating units [member] | CPaaS [member] | |||
Intangible assets and goodwill | |||
Impairment charges recognized of goodwill | R$ 0 |
Trade and other payables (Detai
Trade and other payables (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Trade and other payables [Abstract] | |||
Domestic suppliers | R$ 243186 | R$ 176447 | |
Abroad suppliers | [1] | 3,897 | 3,356 |
Advances from customers | 2,220 | 2,086 | |
Related parties | [2] | 89,594 | 71,054 |
Other accounts payable | 15,101 | 12,877 | |
Total | 353,998 | 265,820 | |
Current | 353,998 | 264,728 | |
Non-current | R$ 0 | R$ 1092 | |
[1] The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totals of subgroups and without impact on the assessment of covenants. The outstanding balances relate to transactions in the ordinary course of business with the Company’s shareholder . (note 28 |
Loans, borrowings and debentu_3
Loans, borrowings and debentures (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loans and borrowings | |||
Balance at beginning of period | R$ 166834 | R$ 208138 | |
Changes in cash | |||
Proceeds | 30,000 | 34,000 | R$ 88000 |
Interest paid | (21,701) | (30,249) | |
Payments | (107,710) | (74,069) | (41,652) |
Changes not affecting cash | |||
Interest accrued | 21,435 | 29,723 | |
Amortized cost | (1,062) | ||
Adjustment to present value | (572) | ||
Exchange rate change | (137) | ||
Balance at end of period | 87,796 | 166,834 | 208,138 |
Current | 36,191 | 89,541 | 64,415 |
Non-current | 51,605 | 77,293 | 143,723 |
Working capital | |||
Loans and borrowings | |||
Balance at beginning of period | 125,834 | 163,138 | |
Changes in cash | |||
Proceeds | 30,000 | 34,000 | |
Interest paid | (17,533) | (22,868) | |
Payments | (85,239) | (70,069) | |
Changes not affecting cash | |||
Interest accrued | 17,267 | 22,342 | |
Amortized cost | (662) | ||
Adjustment to present value | (572) | ||
Exchange rate change | (137) | ||
Balance at end of period | R$ 69667 | 125,834 | 163,138 |
Loans and borrowings, adjustment to interest rate basis | 8.60% | ||
Current | R$ 30148 | 62,335 | 64,415 |
Non-current | R$ 39519 | R$ 63499 | 98,723 |
Working capital | Minimum | |||
Changes not affecting cash | |||
Loans and borrowings, adjustment to interest rate basis | 8.60% | ||
Working capital | Maximum | |||
Changes not affecting cash | |||
Loans and borrowings, adjustment to interest rate basis | 12.95% | ||
Working capital | Interbank Deposit Certificate (CDI) | |||
Changes not affecting cash | |||
Loans and borrowings, interest rate basis | 100% CDI | 100% CDI | |
Working capital | Interbank Deposit Certificate (CDI) | Minimum | |||
Changes not affecting cash | |||
Loans and borrowings, adjustment to interest rate basis | 2.51% | 2.40% | |
Working capital | Interbank Deposit Certificate (CDI) | Maximum | |||
Changes not affecting cash | |||
Loans and borrowings, adjustment to interest rate basis | 6.55% | 6.55% | |
Debentures | |||
Loans and borrowings | |||
Balance at beginning of period | R$ 41000 | R$ 45000 | |
Changes in cash | |||
Proceeds | 0 | 0 | |
Interest paid | (4,168) | (7,381) | |
Payments | (22,471) | (4,000) | |
Changes not affecting cash | |||
Interest accrued | 4,168 | 7,381 | |
Amortized cost | (400) | ||
Adjustment to present value | 0 | ||
Exchange rate change | 0 | ||
Balance at end of period | R$ 18129 | R$ 41000 | 45,000 |
Interest rate per year (%) | 18.16% | 18.16% | |
Current | R$ 6043 | R$ 27206 | 0 |
Non-current | R$ 12086 | R$ 13794 | R$ 45000 |
Loans, borrowings and debentu_4
Loans, borrowings and debentures (Details 1) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Loans and borrowings | |||
Non-current | R$ 51605 | R$ 77293 | R$ 143723 |
2024 | |||
Loans and borrowings | |||
Non-current | 849 | 68,602 | |
2025 | |||
Loans and borrowings | |||
Non-current | 26,007 | 8,691 | |
2026 | |||
Loans and borrowings | |||
Non-current | R$ 24749 | R$ 0 |
Loans, borrowings and debentu_5
Loans, borrowings and debentures (Details 2 - Textuals) - Working capital R$ in Thousands | 12 Months Ended | ||||
Dec. 28, 2023 BRL (R$) Installments | Dec. 29, 2022 BRL (R$) Installments | May 24, 2022 BRL (R$) Installments | Dec. 31, 2023 | Dec. 31, 2022 | |
Loans and borrowings | |||||
Loans and borrowings, adjustment to interest rate basis | 8.60% | ||||
Minimum | |||||
Loans and borrowings | |||||
Loans and borrowings, adjustment to interest rate basis | 8.60% | ||||
Maximum | |||||
Loans and borrowings | |||||
Loans and borrowings, adjustment to interest rate basis | 12.95% | ||||
Banco Votorantim S.A. | Zenvia Brazil | |||||
Loans and borrowings | |||||
Aggregate principal amount | R$ | R$ 20000 | ||||
Borrowings, grace period | 18 months | ||||
Number of monthly installments | 30 | ||||
Itaú Unibanco S.A. | Zenvia Brazil | |||||
Loans and borrowings | |||||
Borrowings, maturity | November 24, 2023 | ||||
Aggregate principal amount | R$ | R$ 14000 | ||||
Borrowings, grace period | 8 months | ||||
Number of monthly installments | 2 | ||||
Itaú Unibanco S.A. | Zenvia Brazil | Minimum | |||||
Loans and borrowings | |||||
Borrowings, maturity | September 25, 2023 | ||||
Interbank Deposit Certificate (CDI) | |||||
Loans and borrowings | |||||
Loans and borrowings, interest rate basis | 100% CDI | 100% CDI | |||
Interbank Deposit Certificate (CDI) | Minimum | |||||
Loans and borrowings | |||||
Loans and borrowings, adjustment to interest rate basis | 2.51% | 2.40% | |||
Interbank Deposit Certificate (CDI) | Maximum | |||||
Loans and borrowings | |||||
Loans and borrowings, adjustment to interest rate basis | 6.55% | 6.55% | |||
Interbank Deposit Certificate (CDI) | Banco Votorantim S.A. | Zenvia Brazil | |||||
Loans and borrowings | |||||
Aggregate principal amount | R$ | R$ 18889 | ||||
Borrowings, grace period | 6 months | ||||
Number of monthly installments | 30 | ||||
Interbank Deposit Certificate (CDI) | Banco do Brasil S.A. | Zenvia Brazil | |||||
Loans and borrowings | |||||
Aggregate principal amount | R$ | R$ 30000 | ||||
Borrowings, grace period | 6 months | ||||
Number of monthly installments | 36 | ||||
Number of monthly installments of principal | 30 |
Loans, borrowings and debentu_6
Loans, borrowings and debentures (Details 3 - Textuals) R$ in Thousands | Dec. 18, 2023 Installments | Apr. 17, 2023 BRL (R$) Installments | Sep. 12, 2022 Installments | May 10, 2022 BRL (R$) NUMBER | May 10, 2021 BRL (R$) Installments Series | Dec. 31, 2023 BRL (R$) | Dec. 31, 2022 |
Banco Bradesco S.A. | Financing agreements | |||||||
Loans and borrowings | |||||||
Aggregate principal amount | R$ 11073 | ||||||
Debentures | |||||||
Loans and borrowings | |||||||
Interest rate per year (%) | 18.16% | 18.16% | |||||
Debentures | One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | |||||||
Loans and borrowings | |||||||
Number of series of borrowings | Series | 3 | ||||||
Aggregate principal amount | R$ 45000 | ||||||
Number of monthly installments | Installments | 54 | ||||||
Debentures | Long-term interest rate (TJLP) | Financing agreements | One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | |||||||
Loans and borrowings | |||||||
Percentage of Company's corporate stock guaranteed in borrowing financial covenants | 10% | ||||||
Debentures | Long-term interest rate (TJLP) | Financing agreements | One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | November 30, 2023 and December 31, 2024 | |||||||
Loans and borrowings | |||||||
Aggregate principal amount | R$ 4000 | ||||||
Debentures | Long-term interest rate (TJLP) | Financing agreements | One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | January 1, 2025 and December 31, 2025 | |||||||
Loans and borrowings | |||||||
Aggregate principal amount | 3,000 | ||||||
Debentures | Long-term interest rate (TJLP) | Financing agreements | One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | January 1, 2026 and December 31, 2026 | |||||||
Loans and borrowings | |||||||
Aggregate principal amount | R$ 2000 | ||||||
Debentures | Long-term interest rate (TJLP) | Amendment in financing agreement | One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | |||||||
Loans and borrowings | |||||||
Aggregate principal amount | R$ 13000 | ||||||
Number of monthly installments | Installments | 36 | 8 | 19 | ||||
Borrowings, maturity | January 2024 | July 2024 | |||||
Interest rate per year (%) | 18.16% | 18.16% | 18.16% | ||||
Loans and borrowings, interest rate basis | 252 | 252 | 252 | ||||
Debentures | Long-term interest rate (TJLP) | Amendment in financing agreement | One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | Minimum | |||||||
Loans and borrowings | |||||||
Borrowings, maturity | April 2023 | ||||||
Debentures | Long-term interest rate (TJLP) | Amendment in financing agreement | One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | Maximum | |||||||
Loans and borrowings | |||||||
Borrowings, maturity | January to July 2024 | ||||||
Working capital | Financing agreements | |||||||
Loans and borrowings | |||||||
Aggregate principal amount | R$ 51429 | ||||||
Percentage of accounts receivable guaranteed in borrowings | 20% | ||||||
Number of times of first payment of principal plus interest in borrowings | NUMBER | 3 |
Liabilities from acquisitions_2
Liabilities from acquisitions (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Transactions between related parties | |||
Total | R$ 294703 | R$ 351630 | |
Current | 134,466 | 60,778 | |
Non-current | 160,237 | 290,852 | |
Rodati Motors Corporation (Sirena) | |||
Transactions between related parties | |||
Compensation payable related to acquisition | 3,496 | 9,802 | |
Total | 3,496 | ||
One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | |||
Transactions between related parties | |||
Compensation payable related to acquisition | [1] | 20,769 | 45,931 |
Total | 20,769 | ||
Sensedata Tecnologia Ltda. | |||
Transactions between related parties | |||
Compensation payable related to acquisition | 41,943 | 66,202 | |
Total | 41,943 | ||
Movidesk Ltda. – Movidesk | |||
Transactions between related parties | |||
Compensation payable related to acquisition | [1] | 228,495 | R$ 229695 |
Total | R$ 228495 | ||
[1] On February 6, 2024, entered into agreements with its subsidiaries and D 1 30.3 30.4 |
Liabilities from acquisitions -
Liabilities from acquisitions - Schedule of future payments of Liabilities from acquisition (Details 1) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Transactions between related parties | ||
Total liabilities from acquisitions | R$ 294703 | R$ 351630 |
Rodati Motors Corporation (Sirena) | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 3,496 | |
Rodati Motors Corporation (Sirena) | 2024 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 3,496 | |
Rodati Motors Corporation (Sirena) | 2025 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 0 | |
Rodati Motors Corporation (Sirena) | 2026 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 0 | |
One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 20,769 | |
One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | 2024 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 17,802 | |
One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | 2025 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 2,967 | |
One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática AS – Direct One | 2026 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 0 | |
Sensedata Tecnologia Ltda. | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 41,943 | |
Sensedata Tecnologia Ltda. | 2024 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 20,972 | |
Sensedata Tecnologia Ltda. | 2025 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 20,971 | |
Sensedata Tecnologia Ltda. | 2026 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 0 | |
Movidesk Ltda. – Movidesk | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 228,495 | |
Movidesk Ltda. – Movidesk | 2024 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 92,197 | |
Movidesk Ltda. – Movidesk | 2025 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | 68,149 | |
Movidesk Ltda. – Movidesk | 2026 | ||
Transactions between related parties | ||
Total liabilities from acquisitions | R$ 68149 |
Employee benefits (Details)
Employee benefits (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Employee benefits | |||
Salary | R$ 10286 | R$ 1641 | |
Labor provisions (vacation) | 16,481 | 15,877 | |
Provision for bonus | 22,578 | 15,002 | |
Other obligations | 539 | 2,519 | |
Long-term benefits (a) | [1] | 816 | 62 |
Total | 50,700 | 35,101 | |
Current | 50,085 | 35,039 | |
Non-current | R$ 615 | R$ 62 | |
[1] Effect of the provision for taxes to be paid on the delivery of restricted Class A common shares (“RSU”) of the plan described in Note 20 |
Tax liabilities (Details)
Tax liabilities (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Tax liabilities | ||
Social security | R$ 2498 | R$ 2710 |
Severance indemnity fund (FGTS) | 1,096 | 1,006 |
Federal VAT (PIS/COFINS) | 1,672 | 4,276 |
Withholding income taxes (IRF/CSRF) | 7,656 | 5,723 |
Service taxes (ISSQN) | 1,254 | 1,337 |
Other | 4,670 | 1,994 |
Total | R$ 18846 | R$ 17046 |
Lease liabilities (Details)
Lease liabilities (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease liabilities | |||
Beginning balance | R$ 4816 | R$ 4258 | |
Lease payments | (1,995) | (2,884) | R$ 569 |
Interest paid | (327) | (260) | |
Lease termination | (63) | (3,949) | |
Remeasurements and new contracts | 0 | 7,139 | |
Interest | 377 | 512 | 356 |
Ending balance | 2,808 | 4,816 | 4,258 |
Current | 2,056 | 1,992 | 2,220 |
Non-current | R$ 752 | R$ 2824 | R$ 2038 |
Lease liabilities (Details 1 -
Lease liabilities (Details 1 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease liabilities | |||
Lease liability obligation | R$ 2808 | R$ 4816 | R$ 4258 |
Discount rate (p.a.) | 10.12% | ||
Minimum | |||
Lease liabilities | |||
Period of lease term of leases liabilities | 2 years | ||
Maximum | |||
Lease liabilities | |||
Period of lease term of leases liabilities | 5 years |
Provisions for tax, labor and_3
Provisions for tax, labor and civil risks (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Provisions for tax, labor and civil risks | ||||
Total provisions | R$ 42207 | R$ 39750 | R$ 36076 | |
Total judicial deposits | (40,486) | (37,781) | R$ 34707 | |
Provisions for labor, tax and civil risks | 1,721 | 1,969 | ||
Service tax (ISSQN) | Zenvia Brazil | ||||
Provisions for tax, labor and civil risks | ||||
Total provisions | [1] | 39,855 | 37,525 | |
Labor provisions | ||||
Provisions for tax, labor and civil risks | ||||
Total provisions | 2,352 | 2,225 | ||
Labor appeals judicial deposits | ||||
Provisions for tax, labor and civil risks | ||||
Total judicial deposits | (591) | (220) | ||
Labor appeals judicial deposits | Zenvia Brazil | ||||
Provisions for tax, labor and civil risks | ||||
Total judicial deposits | [1] | R$ 39895 | R$ 37561 | |
[1]The amount of the liability related to the provision and judicial deposits for tax risk refers to the lawsuit filed by the City of Porto Alegre about the service tax (ISSQN) against Zenvia Brazil itself. |
Provisions for tax, labor and_4
Provisions for tax, labor and civil risks (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of changes in other provisions [abstract] | ||
Opening balance | R$ 39750 | R$ 36076 |
Changes in other provisions [abstract] | ||
Additions | 5,731 | 4,396 |
Reversals | (1,689) | (248) |
Payments | (1,585) | (474) |
Closing balance | R$ 42207 | R$ 39750 |
Provisions for tax, labor and_5
Provisions for tax, labor and civil risks (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Provisions for tax, labor and civil risks | ||
Opening balance | R$ 37781 | R$ 34707 |
Additions | 2,705 | 3,255 |
Reversals | 0 | (114) |
Payments | 0 | (67) |
Closing balance | R$ 40486 | R$ 37781 |
Provisions for tax, labor and_6
Provisions for tax, labor and civil risks (Details 3 - Textuals) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Provisions for tax, labor and civil risks | ||
Estimated financial effect of contingent liabilities | R$ 75655 | R$ 66725 |
Differences in the tax classification and rates of SMS A2P services | ||
Provisions for tax, labor and civil risks | ||
Estimated financial effect of contingent liabilities | 23,161 | 21,867 |
Debit of municipal tax (ISSQN) | ||
Provisions for tax, labor and civil risks | ||
Estimated financial effect of contingent liabilities | 7,510 | 6,736 |
Fine imposed by the Brazilian federal tax authority | ||
Provisions for tax, labor and civil risks | ||
Estimated financial effect of contingent liabilities | 40,640 | 37,396 |
Labor | ||
Provisions for tax, labor and civil risks | ||
Estimated financial effect of contingent liabilities | 2,551 | 68 |
Civil | ||
Provisions for tax, labor and civil risks | ||
Estimated financial effect of contingent liabilities | R$ 961 | R$ 633 |
Long-Term Incentive Programs _3
Long-Term Incentive Programs and Management remuneration (Details) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 shares BRL (R$) R$ / shares | Dec. 31, 2022 BRL (R$) | |
Long-Term Incentive Programs and Management remuneration | ||
Granted Shares | R$ | 2,300,000 | 240,000 |
Restricted share units | ||
Long-Term Incentive Programs and Management remuneration | ||
Granted Shares | 2,600,791 | |
Restricted share units | 08. 09. 2021 | ||
Long-Term Incentive Programs and Management remuneration | ||
Grant Date | 08.09.2021 | |
Vesting Date | 12.22.2022 | |
Granted Shares | 45,522 | |
Weighted average grant date fair value (Per share) | R$ / shares | R$ 59.11 | |
Restricted share units | 08. 23. 2021 | ||
Long-Term Incentive Programs and Management remuneration | ||
Grant Date | 08.23.2021 | |
Vesting Date | 12.22.2022 | |
Granted Shares | 11,436 | |
Weighted average grant date fair value (Per share) | R$ / shares | R$ 84.5 | |
Restricted share units | 08. 24. 2021 | ||
Long-Term Incentive Programs and Management remuneration | ||
Grant Date | 08.24.2021 | |
Vesting Date | 12.22.2022 | |
Granted Shares | 3,833 | |
Weighted average grant date fair value (Per share) | R$ / shares | R$ 86.68 | |
Restricted share units | 05. 05. 2022 | ||
Long-Term Incentive Programs and Management remuneration | ||
Grant Date | 05.05.2022 | |
Vesting Date | 05.09.2024 | |
Granted Shares | 240,000 | |
Weighted average grant date fair value (Per share) | R$ / shares | R$ 75.72 | |
Restricted share units | 03. 13. 2023 | ||
Long-Term Incentive Programs and Management remuneration | ||
Grant Date | 03.13.2023 | |
Vesting Date | 12.31.2025 | |
Granted Shares | 2,300,000 | |
Weighted average grant date fair value (Per share) | R$ / shares | R$ 8.34 |
Long term incentive Programs an
Long term incentive Programs and mangement remuneration (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Long-Term Incentive Programs and Management remuneration | ||
Beginning balance | 295,334 | 60,791 |
Shares granted | 2,300,000 | 240,000 |
Shares delivered | (144,485) | (5,457) |
Ending Balance | 2,450,849 | 295,334 |
Long term incentive Programs _2
Long term incentive Programs and mangement remuneration (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Long-Term Incentive Programs and Management remuneration | ||
Short-term employee benefits | R$ 13363 | R$ 19739 |
Other long-term benefits | 1,120 | 530 |
Termination benefits | 873 | 1,159 |
Share-based payments | 1,466 | 2,218 |
Total | R$ 16822 | R$ 23646 |
Long-Term Incentive Programs _4
Long-Term Incentive Programs and Management remuneration (Details 1 Textuals) R$ in Thousands | 12 Months Ended | ||||
Feb. 24, 2023 shares | May 04, 2022 shares | Dec. 31, 2023 BRL (R$) shares | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | |
Long-Term Incentive Programs and Management remuneration | |||||
Number of other equity instruments outstanding in share-based payment arrangement | R$ | 2,450,849 | 295,334 | 60,791 | ||
Expense related to the cash-based programs for certain officers and employees | R$ | R$ 4193 | R$ 3955 | |||
“ILP 2” and “ILP3” | |||||
Long-Term Incentive Programs and Management remuneration | |||||
Vesting period of share-based compensation plan | 24 months | ||||
Percentage of total granted RSU received in cash | 50% | ||||
Restricted share units | |||||
Long-Term Incentive Programs and Management remuneration | |||||
Number of other equity instruments outstanding in share-based payment arrangement | shares | 2,450,849 | ||||
Share-based compensation | R$ | R$ 2314 | R$ 2164 | |||
Number of long-term incentive programs | 4 | ||||
Restricted share units | “ILP 4” | |||||
Long-Term Incentive Programs and Management remuneration | |||||
Vesting period of share-based compensation plan | 28 months | ||||
Number of instruments granted in share-based payment arrangement | shares | 240,000 | ||||
Restricted share units | “ILP 5” | |||||
Long-Term Incentive Programs and Management remuneration | |||||
Vesting period of share-based compensation plan | 36 months | ||||
Number of instruments granted in share-based payment arrangement | shares | 2,300,000 |
Equity (Details)
Equity (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity | |||
Number of shares issued through initial public offering | 41,795,343 | 41,739,983 | 41,739,983 |
Percentage (%) | 100% | 100% | 100% |
Class A common shares | Bobsin Corp | |||
Equity | |||
Number of shares issued through initial public offering | 897,635 | 897,635 | 897,635 |
Percentage (%) | 2.15% | 215% | 2.15% |
Class A common shares | Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia | |||
Equity | |||
Number of shares issued through initial public offering | 0 | 27,108 | 27,108 |
Percentage (%) | 0% | 0.06% | 0.06% |
Class A common shares | Twilio Inc. | |||
Equity | |||
Number of shares issued through initial public offering | 3,846,153 | 3,846,153 | 3,846,153 |
Percentage (%) | 9.20% | 9.21% | 9.21% |
Class A common shares | D1 former shareholders | |||
Equity | |||
Number of shares issued through initial public offering | 1,942,750 | 1,942,750 | 1,942,750 |
Percentage (%) | 4.65% | 4.65% | 4.65% |
Class A common shares | Sirena former shareholders | |||
Equity | |||
Number of shares issued through initial public offering | 0 | 89,131 | 89,131 |
Percentage (%) | 0% | 0.21% | 0.21% |
Class A common shares | SenseData former shareholders | |||
Equity | |||
Number of shares issued through initial public offering | 94,200 | 94,200 | 94,200 |
Percentage (%) | 0.23% | 0.23% | 0.23% |
Class A common shares | Movidesk former shareholders | |||
Equity | |||
Number of shares issued through initial public offering | 315,820 | 315,820 | 315,820 |
Percentage (%) | 0.76% | 0.76% | 0.76% |
Class A common shares | Spectra I - Fundo de Investimento em Participações | |||
Equity | |||
Number of shares issued through initial public offering | 39,940 | 39,940 | 39,940 |
Percentage (%) | 0.10% | 0.10% | 0.10% |
Class A common shares | Spectra II - Fundo de Investimento em Participações | |||
Equity | |||
Number of shares issued through initial public offering | 159,770 | 159,770 | 159,770 |
Percentage (%) | 0.38% | 0.38% | 0.38% |
Class A common shares | Others | |||
Equity | |||
Number of shares issued through initial public offering | 10,834,150 | 10,662,551 | 10,662,551 |
Percentage (%) | 25.90% | 25.55% | 25.55% |
Class B common shares | Bobsin Corp | |||
Equity | |||
Number of shares issued through initial public offering | 9,578,220 | 9,578,220 | 9,578,220 |
Percentage (%) | 22.92% | 22.95% | 22.95% |
Class B common shares | Oria Zenvia Co-investment Holdings, LP | |||
Equity | |||
Number of shares issued through initial public offering | 7,119,930 | 3,178,880 | 3,178,880 |
Percentage (%) | 17.04% | 7.62% | 7.62% |
Class B common shares | Oria Zenvia Co-investment Holdings II, LP | |||
Equity | |||
Number of shares issued through initial public offering | 0 | 3,941,050 | 3,941,050 |
Percentage (%) | 0% | 9.44% | 9.44% |
Class B common shares | Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia | |||
Equity | |||
Number of shares issued through initial public offering | 4,329,105 | 4,329,105 | 4,329,105 |
Percentage (%) | 10.36% | 10.37% | 10.37% |
Class B common shares | Oria Tech 1 Inovação Fundo de Investimento em Participações | |||
Equity | |||
Number of shares issued through initial public offering | 2,637,670 | 2,637,670 | 2,637,670 |
Percentage (%) | 6.31% | 6.32% | 6.32% |
Equity (Details 1 - Textuals)
Equity (Details 1 - Textuals) R$ in Thousands | 12 Months Ended | ||||
Aug. 31, 2023 BRL (R$) shares | Feb. 27, 2023 BRL (R$) | Dec. 31, 2023 BRL (R$) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | |
Equity | |||||
Shares delivered as payment for providing services | 144,485 | 5,457 | |||
Issuance of shares as payment for providing services | R$ 3281 | R$ 412 | R$ 1031355 | ||
Capital reserve | |||||
Equity | |||||
Issuance of shares as payment for providing services | R$ 3281 | R$ 411 | R$ 0 | ||
Restricted share units | Class A common shares | “ILP 2” and “ILP3” | Capital reserve | Certain key management and key officers | |||||
Equity | |||||
Issuance of shares as payment for providing services | R$ 419 | ||||
Restricted share units | Class A common shares | “ILP 2” and “ILP3” | Capital reserve | Certain key management | |||||
Equity | |||||
Shares delivered as payment for providing services | shares | 109,395 | ||||
Restricted share units | Class A common shares | “ILP 2” and “ILP3” | Capital reserve | Certain key officers | |||||
Equity | |||||
Shares delivered as payment for providing services | shares | 3,888 | ||||
Restricted share units | Class A common shares | “ILP 2” and “ILP3” | Capital reserve | Certain key officers and employees | |||||
Equity | |||||
Issuance of shares as payment for providing services | R$ 3922 |
Segment reporting - Schedule of
Segment reporting - Schedule of operations and other information about reportable segments (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment reporting | |||
Revenue | R$ 807577 | R$ 756715 | R$ 612324 |
Cost of services | (477,035) | (467,803) | (431,419) |
Gross profit | 330,542 | 288,912 | R$ 180905 |
CPaaS [member] | |||
Segment reporting | |||
Revenue | 512,565 | 496,161 | |
Cost of services | (318,303) | (335,888) | |
Gross profit | 194,262 | 160,273 | |
SaaS [member] | |||
Segment reporting | |||
Revenue | 295,012 | 260,554 | |
Cost of services | (158,732) | (131,915) | |
Gross profit | R$ 136280 | R$ 128639 |
Segment reporting - Schedule _2
Segment reporting - Schedule of revenue by geographic region (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment reporting | |||
Revenue | R$ 807577 | R$ 756715 | R$ 612324 |
Brazil | |||
Segment reporting | |||
Revenue | 718,297 | 687,691 | 531,569 |
USA | |||
Segment reporting | |||
Revenue | 35,013 | 14,336 | 31,701 |
Argentina | |||
Segment reporting | |||
Revenue | 11,771 | 11,231 | 5,875 |
Mexico | |||
Segment reporting | |||
Revenue | 12,743 | 14,402 | 11,037 |
Switzerland | |||
Segment reporting | |||
Revenue | 182 | 631 | 8,118 |
Colombia | |||
Segment reporting | |||
Revenue | 5,305 | 5,541 | 5,704 |
Peru | |||
Segment reporting | |||
Revenue | 5,403 | 4,463 | 3,203 |
Chile | |||
Segment reporting | |||
Revenue | 4,210 | 3,781 | 2,856 |
Others | |||
Segment reporting | |||
Revenue | R$ 14653 | R$ 14639 | R$ 12261 |
Segment reporting (Details 1 -
Segment reporting (Details 1 - Textuals) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 BRL (R$) NUMBER | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | |
Segment reporting | |||
Number of customers | 2 | ||
Number of operating and reportable segment | 2 | ||
Amortization of intangible assets acquired in business combinations recorded in costs of services | R$ | R$ 52061 | R$ 44043 | R$ 16985 |
Customer concentrations risk | Customer one | |||
Segment reporting | |||
Number of customers | 1 | ||
Percentage of entity's consolidated revenue | 10% | 12.50% | 13% |
Customer concentrations risk | Customer one | Minimum | |||
Segment reporting | |||
Percentage of entity's consolidated revenue | 10% |
Costs and expenses by nature (D
Costs and expenses by nature (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Personnel expenses | ||||||
Salary | R$ 90203 | R$ 119842 | R$ 75388 | |||
Benefits | (25,037) | (18,105) | (8,406) | |||
Compulsory contributions to social security | (40,160) | (32,707) | (24,200) | |||
Compensation | (2,598) | (4,657) | (2,189) | |||
Provisions (vacation/13th salary) | (27,210) | (23,968) | (11,798) | |||
Provision for bonus and profit sharing | (26,503) | (21,747) | (11,340) | |||
IPO Bonus and share-based payment | (3,955) | (46,449) | ||||
Compensation to former shareholders | (2,095) | (20,254) | ||||
Other | (3,006) | (7,198) | (6,456) | |||
Total personnel expenses | (214,717) | (234,274) | (206,480) | |||
Costs with operators/Other costs | (382,267) | (388,832) | (385,169) | |||
Depreciation and amortization | (87,807) | (74,994) | (41,130) | |||
Goodwill impairment | 0 | (136,723) | 0 | |||
Outsourced services | (27,454) | (35,681) | (41,433) | |||
Rentals/insurance/condominium/water/energy | (1,181) | (2,489) | (1,185) | |||
Allowance for credit losses | (49,247) | (7,789) | (6,303) | |||
Marketing expenses / events | (18,220) | [1] | (11,581) | [2] | (8,258) | [3] |
Software license | (21,545) | (9,959) | (6,354) | |||
Commissions | (6,382) | (4,408) | (2,464) | |||
Communication (*) | (881) | [1] | (9,832) | [2] | (13,989) | [3] |
Travel expenses | (1,950) | (3,557) | (696) | |||
Other expenses | (6,031) | (23,162) | (5,935) | |||
Other income and expenses, net | ||||||
Earn-out | 963 | (98,650) | 60,970 | [4] | ||
Result of disposal of assets | (816) | (41) | (258) | |||
Other income and expenses, net | (753) | (3,733) | (140) | |||
Total other income and expenses, net | (606) | (102,424) | 60,572 | |||
Total expenses by nature | (818,288) | (1,045,705) | (658,824) | |||
Cost of services | ||||||
Personnel expenses | ||||||
Salary | (15,030) | (15,439) | (6,662) | |||
Benefits | (4,335) | (3,956) | (1,606) | |||
Compulsory contributions to social security | (4,457) | (2,176) | (2,161) | |||
Compensation | (110) | (150) | (172) | |||
Provisions (vacation/13th salary) | (3,903) | (3,471) | (1,623) | |||
Provision for bonus and profit sharing | (1,864) | (760) | (573) | |||
IPO Bonus and share-based payment | (39) | (13) | ||||
Compensation to former shareholders | 0 | (1,045) | ||||
Other | (11) | (29) | (213) | |||
Total personnel expenses | (29,710) | (26,020) | (14,068) | |||
Costs with operators/Other costs | (382,267) | (388,832) | (384,727) | |||
Depreciation and amortization | (65,058) | (52,951) | (22,832) | |||
Outsourced services | 0 | 0 | (2,143) | |||
Rentals/insurance/condominium/water/energy | 0 | 0 | 0 | |||
Marketing expenses / events | 0 | [1] | 0 | [2] | (3) | [3] |
Software license | 0 | 0 | 0 | |||
Commissions | 0 | 0 | 0 | |||
Communication (*) | 0 | [1] | 0 | [2] | (6,940) | [3] |
Travel expenses | 0 | 0 | (14) | |||
Other expenses | 0 | 0 | (692) | |||
Other income and expenses, net | ||||||
Total expenses by nature | (477,035) | (467,803) | (431,419) | |||
Sales and marketing expenses | ||||||
Personnel expenses | ||||||
Salary | (37,769) | (45,186) | (28,550) | |||
Benefits | (7,399) | (5,910) | (3,378) | |||
Compulsory contributions to social security | (11,198) | (13,066) | (9,809) | |||
Compensation | (735) | (2,354) | (1,821) | |||
Provisions (vacation/13th salary) | (8,233) | (8,979) | (4,980) | |||
Provision for bonus and profit sharing | (6,702) | (4,941) | (3,901) | |||
IPO Bonus and share-based payment | (743) | (412) | ||||
Compensation to former shareholders | 0 | (147) | ||||
Other | (336) | (2,429) | (2,327) | |||
Total personnel expenses | (72,372) | (83,608) | (55,325) | |||
Costs with operators/Other costs | 0 | 0 | (173) | |||
Depreciation and amortization | (1,695) | (1,222) | (170) | |||
Outsourced services | (3,711) | (5,202) | (7,403) | |||
Rentals/insurance/condominium/water/energy | (9) | (14) | (29) | |||
Marketing expenses / events | (17,330) | [1] | (11,255) | [2] | (8,131) | [3] |
Software license | (5,378) | (2,035) | (622) | |||
Commissions | (6,059) | (4,408) | (2,400) | |||
Communication (*) | (130) | [1] | (7,461) | [2] | (4,663) | [3] |
Travel expenses | (868) | (970) | (148) | |||
Other expenses | (2,241) | (3,261) | (1,303) | |||
Other income and expenses, net | ||||||
Total expenses by nature | (109,793) | (119,436) | (80,367) | |||
General administrative expenses | ||||||
Personnel expenses | ||||||
Salary | (33,074) | (34,294) | (20,450) | |||
Benefits | (6,777) | (5,240) | (2,260) | |||
Compulsory contributions to social security | (12,760) | (10,230) | (5,892) | |||
Compensation | (1,306) | (1,445) | (87) | |||
Provisions (vacation/13th salary) | (6,589) | (6,535) | (2,849) | |||
Provision for bonus and profit sharing | (10,633) | (12,033) | (3,409) | |||
IPO Bonus and share-based payment | (1,941) | (45,409) | ||||
Compensation to former shareholders | (2,095) | (19,062) | ||||
Other | (2,371) | (3,579) | (2,736) | |||
Total personnel expenses | (73,510) | (77,392) | (102,154) | |||
Costs with operators/Other costs | 0 | 0 | 0 | |||
Depreciation and amortization | (17,243) | (20,490) | (18,064) | |||
Outsourced services | (20,620) | (24,147) | (21,943) | |||
Rentals/insurance/condominium/water/energy | (816) | (2,133) | (1,156) | |||
Marketing expenses / events | (890) | [1] | (311) | [2] | (119) | [3] |
Software license | (11,549) | (6,514) | (5,382) | |||
Commissions | (26) | 0 | (64) | |||
Communication (*) | (19) | [1] | (1,794) | [2] | (2,023) | [3] |
Travel expenses | (848) | (2,057) | (436) | |||
Other expenses | (3,302) | (12,620) | (3,658) | |||
Other income and expenses, net | ||||||
Total expenses by nature | (128,823) | (147,458) | (154,999) | |||
Research and development expenses | ||||||
Personnel expenses | ||||||
Salary | (4,330) | (24,923) | (19,726) | |||
Benefits | (6,526) | (2,999) | (1,162) | |||
Compulsory contributions to social security | (11,745) | (7,235) | (6,338) | |||
Compensation | (447) | (708) | (109) | |||
Provisions (vacation/13th salary) | (8,485) | (4,983) | (2,346) | |||
Provision for bonus and profit sharing | (7,304) | (4,013) | (3,457) | |||
IPO Bonus and share-based payment | (1,232) | (615) | ||||
Compensation to former shareholders | 0 | 0 | ||||
Other | (288) | (1,161) | (1,180) | |||
Total personnel expenses | (39,125) | (47,254) | (34,933) | |||
Costs with operators/Other costs | 0 | 0 | (269) | |||
Depreciation and amortization | (3,811) | (331) | (64) | |||
Outsourced services | (3,123) | (6,332) | (9,944) | |||
Rentals/insurance/condominium/water/energy | (356) | (342) | 0 | |||
Marketing expenses / events | 0 | [1] | (15) | [2] | (5) | [3] |
Software license | (4,618) | (1,410) | (350) | |||
Commissions | (297) | 0 | 0 | |||
Communication (*) | (732) | [1] | (577) | [2] | (363) | [3] |
Travel expenses | (234) | (530) | (98) | |||
Other expenses | (488) | (7,281) | (282) | |||
Other income and expenses, net | ||||||
Total expenses by nature | R$ 52784 | R$ 64072 | R$ 46308 | |||
[1]The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants.[2]The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants.[3]The Company reclassified some comparative balances for consistent presentation and comparability with the current period, without any impact on its result, without changes in the totalizing subgroups and without impact on the assessment of covenants.[4]As of December 2021, the Company recognized the fair value on the earn-out future payments of R$ 60,970 as other operating income. |
Costs and expenses by nature _2
Costs and expenses by nature (Details 3 - Textuals) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 BRL (R$) NUMBER | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | [1] | |
Disclosure of detailed information about business combination [line items] | ||||
Fair value on earn-out future payments | R$ | R$ 963 | R$ 98650 | R$ 60970 | |
Number of operating and reportable segment | NUMBER | 2 | |||
[1]As of December 2021, the Company recognized the fair value on the earn-out future payments of R$ 60,970 as other operating income. |
Financial Income (Expenses) (De
Financial Income (Expenses) (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance expenses | |||
Interest on loans and financing | R$ 17269 | R$ 22342 | R$ 13939 |
Interest on Debentures | (4,166) | (7,381) | (3,151) |
Discount | (15,073) | (2,086) | (88) |
Foreign exchange losses | (9,707) | (12,629) | (21,128) |
Bank expenses and IOF (tax on financial transactions) | (3,098) | (3,990) | (6,575) |
Other financial expenses | (2,578) | (3,321) | (4,766) |
Interests on leasing contracts | (377) | (512) | (356) |
Losses on derivative instrument | 0 | (895) | (210) |
Inflation adjustment | (2,993) | (65) | (1,554) |
Interest and adjustment to present value (APV) on liabilities from acquisition | (17,380) | (24,024) | 0 |
Total financial expenses | (72,641) | (77,245) | (51,767) |
Finance income | |||
Interest | 135 | 1,505 | 3,917 |
Foreign exchange gain | 11,827 | 14,513 | 18,822 |
Interests on financial instrument | 4,956 | 14,036 | 8,322 |
Other financial income | 2,013 | 765 | 1,663 |
Gain on financial instrument | 0 | 482 | 74 |
Interest and adjustment to present value (APV) on liabilities from acquisition | 9,658 | 2,122 | 0 |
Total finance income | 28,589 | 33,423 | 32,798 |
Financial expenses, Net | R$ 44052 | R$ 43822 | R$ 18969 |
Income tax and social contrib_3
Income tax and social contribution (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income tax and social contribution | |||
Deferred taxes on temporary differences and tax losses | R$ 202 | R$ 91249 | R$ 23313 |
Current tax expenses | (6,210) | (1,462) | (2,490) |
Total Income Tax and Social Contribution | R$ 6008 | R$ 89787 | R$ 20823 |
Income tax and social contrib_4
Income tax and social contribution (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income tax and social contribution | ||||
Income before income tax and social contribution | R$ 54763 | R$ 332812 | R$ 65469 | |
Basic rate | 34% | 34% | 34% | |
Income tax and social contribution | R$ 18619 | R$ 113156 | R$ 22259 | |
Tax Incentives - “Lei do Bem 11.196/05” | 16,616 | 5,000 | 0 | |
Tax loss carryforward not recorded from subsidiaries | (7,384) | (1,823) | (6,185) | |
IPO Bonus | 0 | (1,345) | (15,967) | |
Earn-out adjustment | 0 | 0 | 20,730 | |
Goodwill impairment | 0 | (13,427) | 0 | |
Write-off of deferred tax assets | [1] | (19,048) | 0 | 0 |
Profits of subsidiaries abroad | (8,328) | (5,442) | 0 | |
Difference in tax rate in the subsidiary | (2,145) | (1,835) | (951) | |
Others | (4,338) | (4,497) | 937 | |
Total Income Tax and Social Contribution | R$ 6008 | R$ 89787 | R$ 20823 | |
Effective rate | (10.97%) | 26.98% | 31.81% | |
[1] Write off of deferred tax assets based on Company`s estimate of recoverability in the near future. |
Income tax and social contrib_5
Income tax and social contribution (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | |||
Provision for labor, tax and civil risk | R$ 13551 | R$ 12583 | R$ 10428 |
Allowance for doubtful accounts | 4,781 | 2,160 | 2,181 |
Tax losses and negative basis of social contribution tax | 8,059 | 13,039 | 11,728 |
Provision for compensation or renegotiation from acquisitions | 34,908 | 52,837 | 13,615 |
Goodwill impairment | 33,059 | 33,059 | 0 |
Customer portfolio and platform | 16,154 | 901 | (14,673) |
Other temporary differences | 8,244 | 3,975 | 4,026 |
Total deferred tax assets | 118,756 | 118,554 | 27,305 |
Deferred Tax liabilities | |||
Goodwill | (26,785) | (26,785) | (26,785) |
Total deferred tax liabilities | (26,785) | (26,785) | (26,785) |
Net deferred tax | 91,971 | 91,769 | 520 |
Deferred taxes – assets | 91,971 | 91,769 | 2,276 |
Deferred taxes – liabilities | R$ 0 | R$ 0 | R$ 1756 |
Income tax and social contrib_6
Income tax and social contribution (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income tax and social contribution | ||
Balance at beginning of period | R$ 91769 | R$ 520 |
Additions | 23,111 | 91,321 |
Reversals | (22,909) | (72) |
Balance at end of period | R$ 91971 | R$ 91769 |
Income tax and social contrib_7
Income tax and social contribution (Details 4) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Movement of deferred income tax and social contribution | ||
Balance at beginning of period | R$ 91769 | R$ 520 |
Deferred taxes variation | 202 | 91,249 |
Balance at end of period | 91,971 | 91,769 |
Provision for labor, tax and civil risk | ||
Movement of deferred income tax and social contribution | ||
Balance at beginning of period | 12,583 | 10,428 |
Deferred taxes variation | 968 | 2,155 |
Balance at end of period | 13,551 | 12,583 |
Allowance for doubtful accounts | ||
Movement of deferred income tax and social contribution | ||
Balance at beginning of period | 2,160 | 2,181 |
Deferred taxes variation | 2,621 | (21) |
Balance at end of period | 4,781 | 2,160 |
Tax losses and negative basis of social contribution tax | ||
Movement of deferred income tax and social contribution | ||
Balance at beginning of period | 13,039 | 11,728 |
Deferred taxes variation | (4,980) | 1,311 |
Balance at end of period | 8,059 | 13,039 |
Goodwill | ||
Movement of deferred income tax and social contribution | ||
Balance at beginning of period | (26,785) | (26,785) |
Deferred taxes variation | 0 | 0 |
Balance at end of period | (26,785) | (26,785) |
Deferred tax from customer portfolio and digital platform | ||
Movement of deferred income tax and social contribution | ||
Balance at beginning of period | 901 | (14,673) |
Deferred taxes variation | 15,253 | 15,574 |
Balance at end of period | 16,154 | 901 |
Provision for compensation or renegotiation from acquisitions | ||
Movement of deferred income tax and social contribution | ||
Balance at beginning of period | 52,837 | 13,615 |
Deferred taxes variation | (17,929) | 39,222 |
Balance at end of period | 34,908 | 52,837 |
Impairment of goodwill | ||
Movement of deferred income tax and social contribution | ||
Balance at beginning of period | 33,059 | 0 |
Deferred taxes variation | 0 | 33,059 |
Balance at end of period | 33,059 | 33,059 |
Other temporary differences | ||
Movement of deferred income tax and social contribution | ||
Balance at beginning of period | 3,975 | 4,026 |
Deferred taxes variation | 4,269 | (51) |
Balance at end of period | R$ 8244 | R$ 3975 |
Earnings per share (Details)
Earnings per share (Details) - BRL (R$) R$ / shares in Units, R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | |||
Loss of the period assigned to Company’s shareholders | R$ 61004 | R$ 243029 | R$ 44646 |
Denominator | |||
Weighted average for number of common shares | 41,739,993 | 41,595,506 | 32,616,258 |
Basic loss per share (in reais) | R$ 1.456 | R$ 5.843 | R$ 1.369 |
Diluted loss per share (in reais) | R$ 1.456 | R$ 5.843 | R$ 1.369 |
Risk management and financial_3
Risk management and financial instruments (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Amortized cost | R$ 218929 | R$ 199808 |
Fair value through profit or loss | 0 | 64,607 |
Liabilities | ||
Amortized cost | 733,946 | 718,082 |
Fair value through profit or loss | 0 | 66,202 |
Level 1 | ||
Assets | ||
Total financial assets | 0 | 64,607 |
Liabilities | ||
Total financial liabilities | 0 | 0 |
Level 2 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Total financial liabilities | 0 | 0 |
Level 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Total financial liabilities | 0 | 66,202 |
Loans and financing | ||
Liabilities | ||
Amortized cost | 87,796 | 166,834 |
Fair value through profit or loss | 0 | 0 |
Loans and financing | Level 1 | ||
Liabilities | ||
Total financial liabilities | 0 | 0 |
Loans and financing | Level 2 | ||
Liabilities | ||
Total financial liabilities | 0 | 0 |
Loans and financing | Level 3 | ||
Liabilities | ||
Total financial liabilities | 0 | 0 |
Trade and other payable | ||
Liabilities | ||
Amortized cost | 353,998 | 265,820 |
Fair value through profit or loss | 0 | 0 |
Trade and other payable | Level 1 | ||
Liabilities | ||
Total financial liabilities | 0 | 0 |
Trade and other payable | Level 2 | ||
Liabilities | ||
Total financial liabilities | 0 | 0 |
Trade and other payable | Level 3 | ||
Liabilities | ||
Total financial liabilities | 0 | 0 |
Liabilities from acquisition | ||
Liabilities | ||
Amortized cost | 292,152 | 285,428 |
Fair value through profit or loss | 0 | 66,202 |
Liabilities from acquisition | Level 1 | ||
Liabilities | ||
Total financial liabilities | 0 | 0 |
Liabilities from acquisition | Level 2 | ||
Liabilities | ||
Total financial liabilities | 0 | 0 |
Liabilities from acquisition | Level 3 | ||
Liabilities | ||
Total financial liabilities | 0 | 66,202 |
Cash and cash equivalents | ||
Assets | ||
Amortized cost | 63,742 | 43,796 |
Fair value through profit or loss | 0 | 56,447 |
Cash and cash equivalents | Level 1 | ||
Assets | ||
Total financial assets | 0 | 56,447 |
Cash and cash equivalents | Level 2 | ||
Assets | ||
Total financial assets | 0 | 0 |
Cash and cash equivalents | Level 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
Financial investments | ||
Assets | ||
Amortized cost | 0 | 0 |
Fair value through profit or loss | 0 | 8,160 |
Financial investments | Level 1 | ||
Assets | ||
Total financial assets | 0 | 8,160 |
Financial investments | Level 2 | ||
Assets | ||
Total financial assets | 0 | 0 |
Financial investments | Level 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
Restricted cash | ||
Assets | ||
Amortized cost | 6,403 | 0 |
Fair value through profit or loss | 0 | 0 |
Restricted cash | Level 1 | ||
Assets | ||
Total financial assets | 0 | 0 |
Restricted cash | Level 2 | ||
Assets | ||
Total financial assets | 0 | 0 |
Restricted cash | Level 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
Trade accounts receivable | ||
Assets | ||
Amortized cost | 148,784 | 156,012 |
Fair value through profit or loss | 0 | 0 |
Trade accounts receivable | Level 1 | ||
Assets | ||
Total financial assets | 0 | 0 |
Trade accounts receivable | Level 2 | ||
Assets | ||
Total financial assets | 0 | 0 |
Trade accounts receivable | Level 3 | ||
Assets | ||
Total financial assets | R$ 0 | R$ 0 |
Risk management and financial_4
Risk management and financial instruments - Schedule of main assumptions used in the measurement of the fair value of acquisitions (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Risk management and financial instruments | ||
Valuation technique | Market Comparison: The valuation model considers the acquisition price of companies of similar size, sector. | |
Significant unobservable inputs | - Acquisitions multiples ranges depending on the gross profit business plan achievement | |
Inter-relationship between signigicant unobservable and fair value measurement | The estimated fair value would increase (decrease) if:- The gross profit was higher (lower) in the period of the earn-out calculation. | |
Level 3 | ||
Risk management and financial instruments | ||
Total financial liabilities | R$ 0 | R$ 66202 |
Liabilities from acquisition | Level 3 | ||
Risk management and financial instruments | ||
Total financial liabilities | R$ 66202 |
Risk management and financial_5
Risk management and financial instruments (Details 1) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Risk management and financial instruments | ||
Maximum credit risk exposure | R$ 218929 | R$ 264415 |
Cash and cash equivalents | ||
Risk management and financial instruments | ||
Maximum credit risk exposure | 63,742 | 100,243 |
Financial investment | ||
Risk management and financial instruments | ||
Maximum credit risk exposure | 0 | 8,160 |
Restricted cash | ||
Risk management and financial instruments | ||
Maximum credit risk exposure | 6,403 | 0 |
Trade accounts receivable | ||
Risk management and financial instruments | ||
Maximum credit risk exposure | R$ 148784 | R$ 156012 |
Risk management and financial_6
Risk management and financial instruments (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Risk management and financial instruments | |||
Loans borrowings and debentures, Book value | R$ 87796 | R$ 166834 | R$ 208138 |
Trade and other payables, Book value | 353,998 | 265,820 | |
Lease liabilities, Book value | 2,808 | R$ 4816 | R$ 4258 |
Liquidity risk [member] | |||
Risk management and financial instruments | |||
Loans borrowings and debentures, Book value | 87,796 | ||
Trade and other payables, Book value | 353,998 | ||
Liabilities from acquisitions, Book value | 294,703 | ||
Lease liabilities, Book value | 2,808 | ||
Non-derivative financial liabilities, Book value | 739,305 | ||
Loans, borrowings and debentures, Contractual cash flow | 101,391 | ||
Trade and other payables, Contractual cash flow | 353,998 | ||
Liabilities from acquisitions, Contractual cash flow | 294,703 | ||
Lease liabilities, Contractual cash flow | 3,319 | ||
Non-derivative financial liabilities, Contractual cash flow | 753,411 | ||
Liquidity risk [member] | Up to 12 Months | |||
Risk management and financial instruments | |||
Loans, borrowings and debentures, Contractual cash flow | 41,807 | ||
Trade and other payables, Contractual cash flow | 353,998 | ||
Liabilities from acquisitions, Contractual cash flow | 134,466 | ||
Lease liabilities, Contractual cash flow | 2,051 | ||
Non-derivative financial liabilities, Contractual cash flow | 532,322 | ||
Liquidity risk [member] | 1-2 years | |||
Risk management and financial instruments | |||
Loans, borrowings and debentures, Contractual cash flow | 39,183 | ||
Trade and other payables, Contractual cash flow | 0 | ||
Liabilities from acquisitions, Contractual cash flow | 92,088 | ||
Lease liabilities, Contractual cash flow | 1,268 | ||
Non-derivative financial liabilities, Contractual cash flow | 132,539 | ||
Liquidity risk [member] | 2-3 Years | |||
Risk management and financial instruments | |||
Loans, borrowings and debentures, Contractual cash flow | 20,401 | ||
Trade and other payables, Contractual cash flow | 0 | ||
Liabilities from acquisitions, Contractual cash flow | 68,149 | ||
Lease liabilities, Contractual cash flow | 0 | ||
Non-derivative financial liabilities, Contractual cash flow | 88,550 | ||
Liquidity risk [member] | >3 years | |||
Risk management and financial instruments | |||
Loans, borrowings and debentures, Contractual cash flow | 0 | ||
Trade and other payables, Contractual cash flow | 0 | ||
Liabilities from acquisitions, Contractual cash flow | 0 | ||
Lease liabilities, Contractual cash flow | 0 | ||
Non-derivative financial liabilities, Contractual cash flow | R$ 0 |
Risk management and financial_7
Risk management and financial instruments (Details 4) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Risk management and financial instruments | ||||
Loans and borrowings | R$ 87796 | R$ 166834 | R$ 208138 | |
Cash and cash equivalents | (63,742) | (100,243) | R$ 582231 | R$ 59979 |
Net debt | 24,054 | 66,591 | ||
Total equity attributable to owners of the Company | R$ 888810 | R$ 953336 | ||
Net debt/equity attributable to owners of the Company (%) | 0.03% | 0.07% |
Risk management and financial_8
Risk management and financial instruments (Details 5 - Textuals) | 12 Months Ended |
Dec. 31, 2023 | |
Risk management and financial instruments | |
Minimum period of past due for considering significant increase of credit risk of trade accounts receivable | 30 days |
Credit risk | |
Risk management and financial instruments | |
Description of concentrations of risk | There is no concentration of transactions with customers and the default level is historically very low. |
Minimum period of past due for considering significant increase of credit risk of trade accounts receivable | 180 days |
Related Parties (Details - Text
Related Parties (Details - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Parties | ||
Trade and other payables to related Parties | R$ 89594 | R$ 71054 |
Gain (loss) through financial discounts about prepayment reimbursement of SMS costs | R$ 9745 | R$ 2016 |
Events after the reporting pe_2
Events after the reporting period (Details - Textuals) R$ / shares in Units, R$ in Thousands | 12 Months Ended | |||||||||
Apr. 18, 2024 BRL (R$) Installments | Apr. 12, 2024 BRL (R$) Installments | Mar. 06, 2024 shares | Feb. 06, 2024 BRL (R$) Installments R$ / shares shares | Jan. 04, 2024 BRL (R$) Installments | Jan. 03, 2024 BRL (R$) Installments | Dec. 31, 2023 BRL (R$) shares | Dec. 31, 2022 shares | Oct. 26, 2022 BRL (R$) | Dec. 31, 2021 shares | |
Events after the reporting period | ||||||||||
Period of extension of liabilities related to past Liabilities from Acquisitions | 36 months | |||||||||
Number of shares issued | shares | 41,795,343 | 41,739,983 | 41,739,983 | |||||||
Zenvia Brazil | Movidesk Ltda. – Movidesk | ||||||||||
Events after the reporting period | ||||||||||
Estimated earn-out structure based consideration payable to certain former shareholders | R$ 327635 | |||||||||
Working capital | ||||||||||
Events after the reporting period | ||||||||||
Loans and borrowings, adjustment to interest rate basis | 8.60% | |||||||||
Working capital | Interbank Deposit Certificate (CDI) | ||||||||||
Events after the reporting period | ||||||||||
Loans and borrowings, interest rate basis | 100% CDI | 100% CDI | ||||||||
Major borrowings | Working capital | Interbank Deposit Certificate (CDI) | Banco ABC Brasil S.A. | ||||||||||
Events after the reporting period | ||||||||||
Aggregate principal amount | R$ 15000 | |||||||||
Number of monthly installments | Installments | 18 | |||||||||
Borrowings, grace period | 6 months | |||||||||
Number of monthly installments of principal | Installments | 12 | |||||||||
Major borrowings | Working capital | Interbank Deposit Certificate (CDI) | Banco Santander Brasil S.A. | ||||||||||
Events after the reporting period | ||||||||||
Aggregate principal amount | R$ 25000 | |||||||||
Number of monthly installments | Installments | 12 | |||||||||
Borrowings, grace period | 3 months | |||||||||
Number of monthly installments of principal | Installments | 9 | |||||||||
Major borrowings | Working capital | Interbank Deposit Certificate (CDI) | Banco Itau S.A. | ||||||||||
Events after the reporting period | ||||||||||
Aggregate principal amount | R$ 12000 | |||||||||
Number of monthly installments | Installments | 36 | |||||||||
Borrowings, grace period | 6 months | |||||||||
Number of monthly installments of principal | Installments | 30 | |||||||||
Major borrowings | Working capital | Interbank Deposit Certificate (CDI) | Banco Bradesco S.A. | ||||||||||
Events after the reporting period | ||||||||||
Aggregate principal amount | R$ 30000 | |||||||||
Number of monthly installments | Installments | 36 | |||||||||
Borrowings, grace period | 6 months | |||||||||
Number of monthly installments of principal | Installments | 30 | |||||||||
Current borrowings | R$ 11073 | |||||||||
Establishment of new rules regarding the payment of Earn out | ||||||||||
Events after the reporting period | ||||||||||
Period of extension of liabilities related to past Liabilities from Acquisitions | 60 months | |||||||||
Liabilities related to past Liabilities from Acquisitions, maturity | December 2028 | |||||||||
Establishment of new rules regarding the payment of Earn out | Zenvia Brazil | Movidesk Ltda. – Movidesk | ||||||||||
Events after the reporting period | ||||||||||
Estimated earn-out structure based consideration payable to certain former shareholders | R$ 206699 | |||||||||
Period of extension of liabilities related to past Liabilities from Acquisitions | 60 months | |||||||||
Liabilities related to past Liabilities from Acquisitions, maturity | December 2028 | |||||||||
Convertible debt | R$ 100000 | |||||||||
Establishment of new rules regarding the payment of Earn out | Zenvia Brazil | One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática S.A. | ||||||||||
Events after the reporting period | ||||||||||
Borrowings, grace period | 6 months | |||||||||
Estimated earn-out structure based consideration payable to certain former shareholders | R$ 21521 | |||||||||
Period of extension of liabilities related to past Liabilities from Acquisitions | 36 months | |||||||||
Liabilities related to past Liabilities from Acquisitions, maturity | December 2026 | |||||||||
Number of fixed installments due on March 31, 2023 | Installments | 30 | |||||||||
Establishment of new rules regarding the payment of Earn out | Founder and CEO | ||||||||||
Events after the reporting period | ||||||||||
Contribution received from management as new equity | R$ 50000 | |||||||||
Potential ordinary share transactions | Restricted share units | Class A common shares | “ILP 6” | ||||||||||
Events after the reporting period | ||||||||||
Vesting period of share-based compensation plan | 36 months | |||||||||
Number of shares authorised | shares | 2,300,000 | |||||||||
Potential ordinary share transactions | Founder and CEO | Class A common shares | ||||||||||
Events after the reporting period | ||||||||||
Number of shares issued | shares | 8,860,535 | |||||||||
Issue price per share | R$ / shares | R$ 1.14 | |||||||||
Contribution received from management as new equity | R$ 50000 | |||||||||
Period from the closing date of the investment | 3 years | |||||||||
Percentage of maximum dilution in shareholder base at the time of the liquidity or corporate event | 11% |