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Business Combinations (Tables) | 12 Months Ended
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Dec. 31, 2022
Business Combinations |
Schedule of assets and liabilities acquired for business combination |
|  | Phidelis |  |  | MVP |  |  | Total |
Current assets |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | 162 |  |  | 217 |  |  | 379 |
Trade receivables |  | 65 |  |  | 131 |  |  | 196 |
Taxes recoverable |  | 1 |  |  | 4 |  |  | 5 |
Total current assets |  | 228 |  |  | 352 |  |  | 580 |
Non-current assets |  |  |  |  |  |  |  |  |
Property, plant and equipment |  | - |  |  | 72 |  |  | 72 |
Intangible assets - Customer Portfolio |  | 1,521 |  |  | 2,313 |  |  | 3,834 |
Intangible assets - Software |  | 523 |  |  | 2,702 |  |  | 3,225 |
Total non-current assets |  | 2,044 |  |  | 5,087 |  |  | 7,131 |
Total Assets |  | 2,272 |  |  | 5,439 |  |  | 7,711 |
Current liabilities |  |  |  |  |  |  |  |  |
Salaries and social contributions |  | 58 |  |  | 4 |  |  | 62 |
Taxes payable |  | - |  |  | 10 |  |  | 10 |
Income tax and social contribution payable |  | - |  |  | 80 |  |  | 80 |
Other liabilities |  | - |  |  | 12 |  |  | 12 |
Total current liabilities |  | 58 |  |  | 106 |  |  | 164 |
Non-current liabilities |  |  |  |  |  |  |  |  |
Provision for tax, civil and labor losses |  | - |  |  | 2,504 |  |  | 2,504 |
Total non-current liabilities |  | - |  |  | 2,504 |  |  | 2,504 |
Total liabilities |  | 58 |  |  | 2,610 |  |  | 2,668 |
Net identifiable assets at fair value (A) |  | 2,214 |  |  | 2,829 |  |  | 5,043 |
Total Consideration transferred (B) |  | 3,600 |  |  | 18,366 |  |  | 21,966 |
Goodwill (B – A) (i) |  | 1,386 |  |  | 15,537 |  |  | 16,923 |
Business combinations |
Business Combinations |
Schedule of assets and liabilities acquired for business combination |
| SEL |  |  | Redação Nota 1000 |  |  | EMME |  |  | De Gouges |  |  | Total |
Current assets |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | 1,461 |  |  | 525 |  |  | 637 |  |  | 16,439 |  |  | 19,062 |
Trade receivables (vi) | - |  |  | 1,327 |  |  | 1,082 |  |  | 18,190 |  |  | 20,599 |
Inventories (iv) | - |  |  | - |  |  | - |  |  | 4,534 |  |  | 4,534 |
Prepayments | - |  |  | - |  |  | 14 |  |  | 83 |  |  | 97 |
Taxes recoverable | - |  |  | - |  |  | 9 |  |  | 1,947 |  |  | 1,956 |
Other receivables | 180 |  |  | - |  |  | - |  |  | 12 |  |  | 192 |
Total current assets | 1,641 |  |  | 1,852 |  |  | 1,742 |  |  | 41,205 |  |  | 46,440 |
Non-current assets |  |  |  |  |  |  |  |  |  |  |  |  |  |
Property, plant and equipment | 611 |  |  | - |  |  | 128 |  |  | 1,272 |  |  | 2,011 |
Other intangible assets | - |  |  | 1,099 |  |  | 1 |  |  | 38 |  |  | 1,138 |
Intangible assets - Customer Portfolio (ii) | 18,783 |  |  | - |  |  | - |  |  | 64,806 |  |  | 83,589 |
Intangible assets - Trade agreement (iii) | - |  |  | - |  |  | - |  |  | 247,622 |  |  | 247,622 |
Intangible assets - Software (v) | 1,296 |  |  | 5,692 |  |  | 4,048 |  |  | - |  |  | 11,036 |
Total non-current assets | 20,690 |  |  | 6,791 |  |  | 4,177 |  |  | 313,738 |  |  | 345,396 |
Total Assets | 22,331 |  |  | 8,643 |  |  | 5,919 |  |  | 354,943 |  |  | 391,836 |
Current liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Suppliers | - |  |  | 180 |  |  | 13 |  |  | 1,107 |  |  | 1,300 |
Salaries and social contributions | 1 |  |  | 124 |  |  | 600 |  |  | 2,871 |  |  | 3,596 |
Taxes payable | 17 |  |  | 207 |  |  | 102 |  |  | - |  |  | 326 |
Income tax and social contribution payable | 33 |  |  | - |  |  | - |  |  | 5,232 |  |  | 5,265 |
Provision for trade discount | - |  |  | - |  |  | - |  |  | 15,000 |  |  | 15,000 |
Other liabilities | - |  |  | 1,673 |  |  | 2 |  |  | 25 |  |  | 1,700 |
Total current liabilities | 51 |  |  | 2,184 |  |  | 717 |  |  | 24,235 |  |  | 27,187 |
Non-current liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Provision for tax, civil and labor losses | - |  |  | - |  |  | - |  |  | 1,231 |  |  | 1,231 |
Provision for trade discount | - |  |  | - |  |  | - |  |  | 47,234 |  |  | 47,234 |
Total non-current liabilities | - |  |  | - |  |  | - |  |  | 48,465 |  |  | 48,465 |
Total liabilities | 51 |  |  | 2,184 |  |  | 717 |  |  | 72,700 |  |  | 75,652 |
Net identifiable assets at fair value (A) | 22,280 |  |  | 6,459 |  |  | 5,202 |  |  | 282,243 |  |  | 316,184 |
Total Consideration transferred (B) | 65,000 |  |  | 11,387 |  |  | 15,317 |  |  | 611,554 |  |  | 703,258 |
Goodwill (B – A) (i) | 42,720 |  |  | 4,928 |  |  | 10,115 |  |  | 329,311 |  |  | 387,074 |
(i) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company (i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. (ii) As a result of purchase price allocation, the Company identified R$ 18,783, customer portfolio (“SESI”), and R$ 64,806, customer portfolio (“De Gouges”) based on customer portfolio receivables expectation around 8% per year. See Note 14. (iii) As a result of the purchase price allocation, the Company identified R$ 247,622, a commercial agreement (“Eleva Holding”), which corresponds to the sale of teaching material from "De Gouges" to partner schools of "Eleva Holding" within 10 years, with an estimated sales rate of 10% per year. (iv) As a result of the purchase price allocation, the Company identified R$ 4,534 in inventories (“De Gouges”), based on the expectation of sales of this inventory at around 33% per year. (v) As a result of purchase price allocation, the Company identified R$ 11,036, Educational Software applied in the “SESI” learning system, Writing Correction Software for Education System “Redação Nota 1000” and software that produces digital marketing material solutions for schools “EMME”, all of them based on relief from royalties’ criteria (RIR) and each acquisition with its corresponding rate of net revenue by investment. See Note 14. (vi) Accounts receivable from customers comprise gross contractual amounts due of R$24,344, of which R$3,746 were uncollectible on the acquisition date. See Note 10e.

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