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Business combinations (Tables) | 12 Months Ended
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Dec. 31, 2021
Business Combinations [Abstract] |
Schedule of Business Combinations | Financial position of the business acquired The net assets acquired, at fair value, on the date of the business combination, and the goodwill amount originated in the transaction are presented below.
Fair value |  | SimplesVet (as of April 01, 2021) (*) |  | VHSYS (as of April 01, 2021) (*) |  | Linx (as of July 01, 2021) (*) |  | Collact (as of July 31, 2021) (*) |  | Trampolin (as of July 31, 2021) (*) |  | Total
Cash and cash equivalents |  | 11,107 |  | 13,731 |  | 41,618 |  | 38 |  | 294 |  | 66,788
Short-term investments |  | — |  | — |  | 431,444 |  | — |  | — |  | 431,444
Accounts receivable from card issuers |  | — |  | — |  | 349,471 |  | — |  | — |  | 349,471
Trade accounts receivable (a) |  | 96 |  | 351 |  | 212,567 |  | 29 |  | 130 |  | 213,173
Recoverable taxes |  | — |  | — |  | 43,927 |  | — |  | — |  | 43,927
Prepaid expenses |  | — |  | — |  | 4,735 |  | — |  | — |  | 4,735
Deferred tax assets (b) |  | — |  | — |  | 47,362 |  | — |  | — |  | 47,362
Property and equipment (c) |  | 179 |  | 2,232 |  | 200,420 |  | 389 |  | 9 |  | 203,229
Intangible assets |  | — |  | 2,522 |  | 56,917 |  | — |  | — |  | 59,439
Intangible assets - Customer relationship (c) |  | 15,924 |  | 6,134 |  | 1,471,741 |  | — |  | — |  | 1,493,799
Intangible assets - Software (c) |  | 2,807 |  | 14,583 |  | 340,780 |  | 11,634 |  | 7,874 |  | 377,678
Intangible assets - Trademarks and patents (c) |  | — |  | — |  | 214,578 |  | 774 |  | — |  | 215,352
Other assets |  | 137 |  | 109 |  | 77,367 |  | 322 |  | 2 |  | 77,937
Total assets |  | 30,250 |  | 39,662 |  | 3,492,927 |  | 13,186 |  | 8,309 |  | 3,584,334
Accounts payable to clients |  | — |  | — |  | 332,902 |  | — |  | — |  | 332,902
Trade accounts payable |  | 106 |  | 3,515 |  | 107,205 |  | 261 |  | — |  | 111,087
Loans and financing |  | — |  | 1,525 |  | 346,151 |  | — |  | — |  | 347,676
Labor and social security liabilities |  | 566 |  | 2,019 |  | 85,829 |  | 852 |  | — |  | 89,266
Taxes payable |  | — |  | — |  | 34,635 |  | 10 |  | — |  | 34,645
Deferred tax liabilities (c) |  | 6,369 |  | 7,044 |  | 608,749 |  | 4,219 |  | 2,677 |  | 629,058
Provision for contingencies (b) |  | — |  | — |  | 164,259 |  | — |  | — |  | 164,259
Other liabilities |  | 843 |  | 177 |  | 111,233 |  | 902 |  | 125 |  | 113,280
Total liabilities |  | 7,884 |  | 14,280 |  | 1,790,963 |  | 6,244 |  | 2,802 |  | 1,822,173
Net assets and liabilities |  | 22,366 |  | 25,382 |  | 1,701,964 |  | 6,942 |  | 5,507 |  | 1,762,161
Consideration paid (Note 29.1.3) |  | 39,583 |  | 55,411 |  | 6,737,900 |  | 14,116 |  | 24,993 |  | 6,872,003
Goodwill |  | 17,217 |  | 30,029 |  | 5,035,936 |  | 7,174 |  | 19,486 |  | 5,109,842
(*) Identification and measurement of assets acquired, liabilities assumed, consideration transferred, and goodwill are preliminary.
(a) The gross contractual amounts for Linx is R$225,185. For the others acquirees the differences between gross and net amounts are not material.
(b) A provision for contingent liabilities at fair value of R$164,259 was recognized on a preliminary basis at the acquisition date resulting from civil, labor and tax claims against Linx. The claims are subject to legal arbitration and to the Group’s re-assessment at the end of each reporting period, based on the expected probable outcome (see Note 19). The Group reviewed all the other liabilities at fair value and the effects of the measurement of these liabilities at fair value is not material. As result of the remeasurement of the provision for contingencies and other liabilities at fair value, the Group recognized the respective deferred tax asset.
(c) The Company carried out an assessment of fair value of the assets acquired in the business combination, having identified customer relationship, trademarks and patents, and software as intangible assets. Details on the methods and assumptions adopted for evaluate these assets are described on Note 29.1.2. Additionally, the Group reviewed the fair value of all other assets previously recognized by the acquirees, recognizing an increase of R$20,297 in the property and equipment by the Linx acquisition, originated from the difference between the fair value and the carrying amount of this asset. As result of the remeasurement of the intangible assets and the property and equipment at fair value, the Group recognized the respective deferred tax liability.
The net assets acquired, at fair value, on the date of the business combination, and the goodwill amount originated in the transaction considering the preliminary and the final assessments are presented below. 29.2.1.1. MLabs
Fair value |  | Preliminary amounts |  | Adjustments |  | Final amounts
Cash and cash equivalents |  | 9,406 |  | — |  | 9,406
Trade accounts receivable |  | 944 |  | — |  | 944
Property and equipment |  | 1,695 |  | — |  | 1,695
Intangible asset - Customer relationship (a) |  | 2,750 |  | 12,294 |  | 15,044
Deferred tax assets |  | — |  | 1,562 |  | 1,562
Other assets |  | 15,610 |  | — |  | 15,610
Total assets |  | 30,405 |  | 13,856 |  | 44,261
Trade accounts payable |  | 146 |  | — |  | 146
Labor and social security liabilities |  | 980 |  | 142 |  | 1,122
Taxes payable |  | — |  | 209 |  | 209
Deferred tax liabilities |  | 935 |  | 4,180 |  | 5,115
Other liabilities |  | 1,475 |  | 4,242 |  | 5,717
Total liabilities |  | 3,536 |  | 8,773 |  | 12,309
Net assets and liabilities (b) |  | 26,869 |  | 5,083 |  | 31,952
Consideration paid (Note 29.2.3.1) |  | 69,636 |  | (1,757) |  | 67,879
Goodwill |  | 42,767 |  | (6,840) |  | 35,927
(a) The Company carried out an assessment of fair value of the assets acquired in the business combination, having identified Customer relationship as intangible asset. Details on the methods and assumptions adopted for evaluate these assets are described on Note 29.2.2.
(b) The net assets recognized in the December 31, 2020 financial statements were based on a provisional assessment of their fair value while the Group sought an independent valuation for the intangible assets owned by MLabs. The valuation had not been completed by the date the 2020 financial statements were approved for issue by the Board of Directors. In the third quarter of 2021, the valuation was completed.
29.2.1.2. Questor
Fair value |  | Preliminary amounts |  | Adjustments |  | Final amounts
Cash and cash equivalents |  | 4,354 |  | (12) |  | 4,342
Trade accounts receivable |  | 1,664 |  | 732 |  | 2,396
Property and equipment |  | 1,575 |  | 393 |  | 1,968
Intangible asset |  | 1,119 |  | (1,119) |  | —
Intangible asset - Customer relationship (a) |  | 23,649 |  | (17,773) |  | 5,876
Intangible asset - Software (a) |  | 4,437 |  | 47,653 |  | 52,090
Intangible asset - Trademarks and patents (a) |  | — |  | 5,734 |  | 5,734
Other assets |  | 11,539 |  | (498) |  | 11,041
Total assets |  | 48,337 |  | 35,110 |  | 83,447
Trade accounts payable |  | 47 |  | 745 |  | 792
Labor and social security liabilities |  | 2,822 |  | — |  | 2,822
Taxes payable |  | — |  | 582 |  | 582
Deferred tax liabilities |  | 9,549 |  | 12,109 |  | 21,658
Provision for contingencies (b) |  | — |  | 7,040 |  | 7,040
Other liabilities |  | 3,482 |  | (1,831) |  | 1,651
Total liabilities |  | 15,900 |  | 18,645 |  | 34,545
Net assets and liabilities (c) |  | 32,437 |  | 16,465 |  | 48,902
Consideration paid (Note 29.2.3.2) |  | 58,324 |  | 7,303 |  | 65,627
Goodwill |  | 25,887 |  | (9,162) |  | 16,725
(a) The Company carried out an assessment of fair value of the assets acquired in the business combination, having identified Customer relationship, Software, and Trademarks and patents as intangible assets. Details on the methods and assumptions adopted for evaluate these assets are described on Note 29.2.2.
(b) A provision for contingent liabilities at fair value of R$7,040 was recognized at the acquisition date resulting from tax claims against Questor. The claims are subject to legal arbitration and to the Group's re-assessment at the end of each reporting period, based on the expected probable outcome. The subsequent changes will be recognized in profit or loss.
(c) The net assets recognized in the December 31, 2020 financial statements were based on a provisional assessment of their fair value while the Group sought an independent valuation for the intangible assets owned by Questor. The valuation had not been completed by the date the 2020 financial statements were approved for issue by the Board of Directors. In the third quarter of 2021, the valuation was completed.
29.2.1.3. Sponte
Fair value |  | Preliminary amounts |  | Adjustments |  | Final amounts
Cash and cash equivalents |  | 1,487 |  | (592) |  | 895
Trade accounts receivable |  | 824 |  | 2,665 |  | 3,489
Property and equipment |  | 811 |  | 9 |  | 820
Intangible asset |  | 9 |  | (9) |  | —
Intangible asset - Customer relationship (a) |  | 8,784 |  | 6,606 |  | 15,390
Intangible asset - Software (a) |  | — |  | 10,354 |  | 10,354
Intangible asset - Trademarks and patents (a) |  | — |  | 6,632 |  | 6,632
Other assets |  | 681 |  | — |  | 681
Total assets |  | 12,596 |  | 25,665 |  | 38,261
Trade accounts payable |  | 93 |  | 11 |  | 104
Labor and social security liabilities |  | 2,069 |  | — |  | 2,069
Taxes payable |  | — |  | 285 |  | 285
Deferred tax liabilities |  | 2,987 |  | 8,021 |  | 11,008
Other liabilities |  | 2,173 |  | (299) |  | 1,874
Total liabilities |  | 7,322 |  | 8,018 |  | 15,340
Net assets and liabilities (b) |  | 5,274 |  | 17,647 |  | 22,921
Consideration paid (Note 29.2.3.3) |  | 80,553 |  | 8,568 |  | 89,121
Goodwill |  | 75,279 |  | (9,079) |  | 66,200
(a) The Company carried out an assessment of fair value of the assets acquired in the business combination, having identified Customer relationship, Software, and Trademarks and patents as intangible assets. Details on the methods and assumptions adopted for evaluate these assets are described on Note 29.2.2.
(b) The net assets recognized in the December 31, 2020 financial statements were based on a provisional assessment of their fair value while the Group sought an independent valuation for the intangible assets owned by Sponte. The valuation had not been completed by the date the 2020 financial statements were approved for issue by the Board of Directors. In the third quarter of 2021, the valuation was completed.
29.2.1.4. Creditinfo Caribbean
Fair value |  | Preliminary amounts |  | Adjustments |  | Final amounts
Cash and cash equivalents |  | 9,494 |  | — |  | 9,494
Trade accounts receivable |  | 2,181 |  | 1,707 |  | 3,888
Property and equipment |  | 800 |  | — |  | 800
Intangible asset |  | 3,669 |  | — |  | 3,669
Intangible asset - Customer relationship (a) |  | 7,285 |  | (2,953) |  | 4,332
Intangible asset - Exclusivity right (a) |  | 38,827 |  | (38,827) |  | —
Intangible asset - Software (a) |  | — |  | 46,385 |  | 46,385
Intangible asset - Operating license (a) |  | — |  | 7,121 |  | 7,121
Deferred tax assets |  | 1,531 |  | 39 |  | 1,570
Other assets |  | 1,908 |  | (1,707) |  | 201
Total assets |  | 65,695 |  | 11,765 |  | 77,460
Trade accounts payable |  | 2,334 |  | (30) |  | 2,304
Labor and social security liabilities |  | 23 |  | — |  | 23
Taxes payable |  | — |  | 222 |  | 222
Other liabilities |  | 319 |  | (154) |  | 165
Total liabilities |  | 2,676 |  | 38 |  | 2,714
Net assets and liabilities (b) |  | 63,019 |  | 11,727 |  | 74,746
Consideration paid (Note 29.2.3.4) |  | 102,868 |  | (3,000) |  | 99,868
Goodwill |  | 39,849 |  | (14,727) |  | 25,122
(a) The Company carried out an assessment of fair value of the assets acquired in the business combination, having identified Customer relationship, Software and Operating license as intangible assets. Operating license refers to the right conceded by the local government authority for Creditinfo Caribbean operate in Jamaica and Guyana. Details on the methods and assumptions adopted for evaluate these assets are described on Note 29.2.2.
(b) The net assets recognized in the December 31, 2020 financial statements were based on a provisional assessment of their fair value while the Group sought an independent valuation for the intangible assets owned by Creditinfo Caribbean. The valuation had not been completed by the date the 2020 financial statements were approved for issue by the Board of Directors. In the fourth quarter of 2021, the valuation was completed.
Schedule of Intangible Assets | The assumptions adopted to measure the fair value of intangible assets identified in the business combination are described below, as well as whether the assessment is preliminary or final. Customer relationship
|  | SimplesVet |  | VHSYS |  | Linx
Amount |  | $ | 15,924 |  | $ | 6,134 |  | $ | 1,471,741
Method of evaluation |  | MEEM (*) |  | MEEM (*) |  | MEEM (*)
Estimated useful life (a) |  | 7 years |  | 4 years |  | 31 years and 6 months to 34 years and 6 months
Discount rate (b) |  | 16% |  | 16% |  | 10.3%
Source of information |  | Acquirer’s management internal projections |  | Acquirer’s management internal projections |  | Acquirer’s management internal projections
Assessment status |  | Preliminary |  | Preliminary |  | Preliminary
(*) Multi-Period Excess Earnings Method (“MEEM”)
(a) Useful lives were estimated based on internal benchmarks. In the case of Linx useful life considers the observed behaviour of Linx customers who historically present a very low level of churn. The asset was measured for each of the Linx subsidiaries and for this reason the useful life is variable.
(b) Discount rate used was equivalent to the weighted average cost of capital combined with the sector’s risk.
Software
|  | SimplesVet |  | VHSYS |  | Linx |  | Collact |  | Trampolin
Amount |  | 2,807 |  | 14,583 |  | 340,780 |  | 11,634 |  | 7,874
Method of evaluation |  | Replacement cost |  | Replacement cost |  | Relief from royalties |  | Replacement cost |  | Replacement cost
Estimated useful life (a) |  | 5 years |  | 5 years |  | 4 years to 10 years |  | 4 years |  | 5 years
Discount rate (b) |  | 15.6% |  | 15.6% |  | 10.3% |  | 18.0% |  | 18.0%
Source of information |  | Historical data |  | Historical data |  | Acquirer’s management internal projections |  | Historical data |  | Historical data
Assessment status |  | Preliminary |  | Preliminary |  | Preliminary |  | Preliminary |  | Preliminary
(a) Useful lives were estimated based on internal benchmarks. The asset was measured for each of the Linx subsidiaries and for this reason the useful life is variable.
(b) Discount rate used was equivalent to the weighted average cost of capital combined with the sector’s risk.
Trademark and patents
|  | Linx |  | Collact
Amount |  | 214,578,000 |  | 774
Method of evaluation |  | Relief from royalties |  | Relief from royalties
Estimated useful life (a) |  | Indefinite |  | 25 years
Discount rate (b) |  | 10.3% |  | 18.0%
Source of information |  | Acquirer’s management internal projections |  | Acquirer’s management internal projections
Assessment status |  | Preliminary |  | Preliminary
(a) Useful lives were estimated based on internal benchmarks.
(b) Discount rate used was equivalent to the weighted average cost of capital combined with the sector’s risk.
The assumptions adopted to measure the fair value of intangible assets identified in the business combination are described below. Customer relationship
|  | MLabs |  | Questor |  | Sponte |  | Creditinfo Caribbean
Amount |  | 15,044 |  | 5,876 |  | 15,390 |  | 4,332
Method of evaluation |  | Replacement cost |  | MEEM (*) |  | MEEM (*) |  | Replacement cost
Estimated useful life (a) |  | 1 year and 7 months |  | 13 years and 3 months |  | 14 years and 2 months |  | 6 months to 2 years and 10 months
Discount rate (b) |  | 16.6% |  | 17.2% |  | 14.5% |  | 14.3%
Source of information |  | Acquirer’s management internal projections |  | Acquirer’s management internal projections |  | Acquirer’s management internal projections |  | Acquirer’s management internal projections
(*) Multi-Period Excess Earnings Method (“MEEM”)
(a) Useful lives were estimated based on internal benchmarks. The asset was measured for each of the Creditinfo Caribbean companies and for this reason the useful life is variable.
(b) Discount rate used was equivalent to the weighted average cost of capital combined with the sector’s risk.
Software
|  | Questor |  | Sponte |  | Creditinfo Caribbean
Amount |  | 52,090 |  | 10,354 |  | 46,385
Method of evaluation |  | Replacement cost |  | Replacement cost |  | MEEM (*)
Estimated useful life (a) |  | 10 years |  | 10 years |  | 7 years
Discount rate (b) |  | 18.2% |  | 15.5% |  | 15.3%
Source of information |  | Historical data |  | Estimated costs |  | Estimated costs
(*) | Multi-Period Excess Earnings Method (“MEEM”)
(a) | Useful lives were estimated based on internal benchmarks.
(b) | Discount rate used was equivalent to the weighted average cost of capital combined with the sector’s risk.
Trademark and patents
|  | Questor |  | Sponte
Amount |  | 5,734 |  | 6,632
Method of evaluation |  | Relief from royalties |  | Relief from royalties
Estimated useful life (a) |  | Indefinite |  | Indefinite
Discount rate (b) |  | 18.2% |  | 15.5%
Source of information |  | Acquirer’s management internal projections |  | Acquirer’s management internal projections
(a) | Useful lives were estimated based on internal benchmarks.
(b) | Discount rate used was equivalent to the weighted average cost of capital combined with the sector’s risk.
Operating license
|  | Creditinfo Caribbean
Amount |  | 7,121
Method of evaluation |  | Replacement cost
Estimated useful life (a) |  | 4 months to 1 year and 6 months
Discount rate (b) |  | 14.3%
Source of information |  | Historical data
(a) | Useful lives were estimated based on internal benchmarks. The asset was measured for each of the Creditinfo Caribbean companies and for this reason the useful life is variable.
(b) | Discount rate used was equivalent to the weighted average cost of capital combined with the sector’s risk.
Schedule of Fair Value of Consideration Paid | The fair value of the consideration paid on the business combination were as follows:
|  | SimplesVet |  | VHSYS |  | Linx |  | Collact |  | Trampolin |  | Total
Cash consideration paid to the selling shareholders |  | 15,650 |  | 18,656 |  | 4,752,811 |  | 3,173 |  | 13,402 |  | 4,803,692
Cash consideration to be paid to the selling shareholders |  | 5,750 |  | — |  | — |  | 167 |  | — |  | 5,917
Previously held equity interest in the acquiree, at fair value (a) |  | — |  | 24,064 |  | 1,335,603 |  | 3,529 |  | — |  | 1,363,196
Shares of the Company issued to selling shareholders |  | — |  | — |  | 618,514 |  | — |  | — |  | 618,514
Shares of the Company to be issued to the selling shareholders |  | — |  | — |  | — |  | — |  | 9,897 |  | 9,897
Loans converted into shares |  | — |  | — |  | — |  | 5,247 |  | — |  | 5,247
Non-controlling interest in the acquiree (b) |  | 11,183 |  | 12,691 |  | — |  | — |  | — |  | 23,874
Contingent consideration (c) |  | 7,000 |  | — |  | 30,972 |  | 2,000 |  | 1,694 |  | 41,666
Total |  | 39,583 |  | 55,411 |  | 6,737,900 |  | 14,116 |  | 24,993 |  | 6,872,003
(a) Refers to the acquiree’s shares previously acquired in stock market or from the selling shareholders. As a result of the step acquisition of VHSYS, the Group recognized a gain of R$12,010 by the difference between the previously held 33.33% interest in VHSYS, at fair value, in the amount of R$24,064, and its carrying amount, of R$12,054. As a result of the step acquisition of Collact, the Group recognized a gain of R$3,838 by the difference between the previously held 25% interest in Collact, at fair value, in the amount of R$3,529, and its carrying amount, of R$(309).
(b) The Group has elected to measure the non-controlling interests in the acquiree using the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets.
(c) SimplesVet’s contingent consideration will be transferred to the selling shareholders after the closing of the 2022 fiscal year and is determined based on predetermined formulas mainly based in the amount of revenue and profitability that the acquired company will have at the end of 2022. Collact’s contingent consideration is related to revenue performance in 2021 fiscal year and will be paid to selling shareholders in 2022. Trampolin’s contingent consideration will be paid to selling shareholders if the performance obligations related to revenue and number of active customers specified in the investment agreement are met within the next 36 months from the date of acquisition of the business. Regarding Linx acquisition, the amount of R$30,972 refers to share-based payments that may be paid in the next months.
The fair value of the consideration paid on the business combination were as follows. 29.2.3.1. MLabs
| Preliminary amounts |  | Adjustments |  | Final amounts
Cash consideration paid to the selling shareholders in 2020 | 37,371 |  | (98) |  | 37,273
Cash consideration to be paid to the selling shareholders after 2020 | 15,110 |  | — |  | 15,110
Non-controlling interest in the acquiree (a) | 13,031 |  | 2,465 |  | 15,496
Contingent consideration (b) | 4,124 |  | (4,124) |  | —
Total | 69,636 |  | (1,757) |  | 67,879
(a) | The Group has elected to measure the non-controlling interests in the acquiree using the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. The adjustment refers to the effect of non-controlling shareholders interest on the change in the value of net assets acquired as result of final assessment.
(b) | MLab’s contingent consideration will be paid to the selling shareholders after the closing of the 2022 fiscal year and is determined based on predetermined formulas mainly based in the amount of revenue that the acquired company will have at the end of 2022. The contingent consideration is limited to R$11,741. The adjustment refers to changes in the Group’s projections regarding MLab’s revenue for 2022 fiscal year.
29.2.3.2. Questor
| Preliminary amounts |  | Adjustments |  | Final amounts
Cash consideration paid to the selling shareholders in 2020 | 46,296 |  | — |  | 46,296
Cash consideration to be paid to the selling shareholders after 2020 | 3,031 |  | — |  | 3,031
Non-controlling interest in the acquiree (a) | 16,218 |  | 8,233 |  | 24,451
Call option in the acquiree (b) | (10,891) |  | (10) |  | (10,901)
Contingent consideration (c) | 3,670 |  | (920) |  | 2,750
Total | 58,324 |  | 7,303 |  | 65,627
(a) | The Group has elected to measure the non-controlling interests in the acquiree using the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. The adjustment refers to the effect of non-controlling shareholders interest on the change in the value of net assets acquired as result of final assessment.
(b) | The option has been evaluated in accordance with pre-determined formulas and was recorded in the consolidated statement of financial position as Derivative financial instruments. R$10,901 represents the final evaluate on acquisition date. This value is periodically recalculated, being subject to increase or decrease, and as of December 31, 2021 is included in the amount of R$9,044 mentioned in Note 2.1.
(c) | Questor’s contingent consideration will be paid to the selling shareholders after the closing of the 2021 fiscal year and is determined based on predetermined formulas mainly based in the amount of revenue, number of new clients and profit margin that Questor will have at the end of 2021.
29.2.3.3. Sponte
| Preliminary amounts |  | Adjustments |  | Final amounts
Cash consideration paid to the selling shareholders in 2020 | 56,500 |  | — |  | 56,500
Cash consideration to be paid to the selling shareholders after 2020 | 6,500 |  | — |  | 6,500
Non-controlling interest in the acquiree (a) | 527 |  | 1,765 |  | 2,292
Contingent consideration (b) | 17,026 |  | 6,803 |  | 23,829
Total | 80,553 |  | 8,568 |  | 89,121
(a) | The Group has elected to measure the non-controlling interests in the acquiree using the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. The adjustment refers to the effect of non-controlling shareholders interest on the change in the value of net assets acquired as result of final assessment.
(b) | Sponte’s contingent consideration will be paid to the selling shareholders after the closing of the 2023 fiscal year and is determined based on predetermined formulas mainly based in the amount of revenue that Sponte will have at the end of 2023. The contingent consideration is limited to R$31,500.
29.2.3.4. Creditinfo Caribbean
| Preliminary amounts |  | Adjustments |  | Final amounts
Cash consideration paid to the selling shareholders in 2020 | 73,281 |  | — |  | 73,281
Obligation related to the source code acquisition (a) | — |  | 5,015 |  | 5,015
Non-controlling interest in the acquiree (b) | 29,587 |  | 5,506 |  | 35,093
Call option in the acquiree (c) | — |  | (13,521) |  | (13,521)
Total | 102,868 |  | (3,000) |  | 99,868
(a) The obligation refers to an option of the Company to acquire the source code for the Credit Bureau System of the Creditinfo Caribbean for permanently use in Guyana, Caribbean or Brazil, becoming independent from Creditinfo Group HF. (seller shareholder). The Group has until 7 years starting from the acquisition date to exercise this option to obtain the definitive right over the software.
(b) The Group has elected to measure the non-controlling interests in the acquiree using the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. The adjustment refers to the effect of non-controlling shareholders interest on the change in the value of net assets acquired as result of final assessment.
(c) The option has been evaluated in accordance with pre-determined formulas and was recorded in the consolidated statement of financial position as Derivative financial instruments. R$13,521 represents the final evaluate on acquisition date. This value is periodically recalculated, being subject to increase or decrease, and as of December 31, 2021 is included in the amount of R$9,044 mentioned in the Note 2.1.
Total Revenue and Net Income on a Pro-Forma Basis | The combined statement of profit or loss from the acquisition date through December 31, 2021 for all companies acquired in 2021, is presented below:
| 2021
Net revenue from transaction activities and other services | 61,007
Net revenue from subscription services and equipment rental | 486,846
Financial income | 14,273
Other financial income | 748
Total revenue and income | 562,874
Cost of services | (315,089)
Administrative expenses | (139,182)
Selling expenses | (107,308)
Financial expenses, net | (33,242)
Other income (expenses), net | (26,655)
| (621,476)
Loss before income taxes | (58,602)
Current income tax and social contribution | (7,922)
Deferred income tax and social contribution | 5,833
Loss for the period | (60,691)
Total revenue and net income for the Group is presented below on a pro-forma basis assuming the acquisitions occurred at the beginning of the year of each acquisition:
| 2021
Pro-forma total revenue and income | 5,313,515
Pro-forma net income | (1,517,682)

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