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Financial Risk Management
12 Months Ended
Dec. 31, 2022
Financial Risk Management  
Financial Risk Management

6       Financial Risk Management

 

The Company has a risk management policy for regular monitoring and managing the nature and overall position of financial risks and to assess its financial results and impacts on its cash flows. Counterparty credit limits are also reviewed periodically or whenever the Company identifies significant changes in financial risk.

 

The economic and financial risks reflect the behavior of macroeconomic variables such as interest rates as well as other characteristics of the financial instruments maintained by the Company. These risks are managed through control and monitoring policies, specific strategies, and limits.


  1.      Financial risk factors

The Company’s activities expose it to certain financial risks mainly related to market risk, credit risk and liquidity risk. Management and the Group’s Board of Directors monitor such risks in line with their capital management policy objectives.

 

This Note presents information on the Company’s exposure to each of the risks above, the objectives of the Company, measurement policies, and the Company’s risk and capital management process.

The Company has no derivative transactions.

 

  1. Market risk – cash flow interest rate risk

This risk arises from the possibility that the Company incurs losses because of interest rate fluctuations that increase finance costs related to financing and bonds raised in the market and obligations for acquisitions from third parties payable in installments. The Company continuously monitors market interest rates in order to assess the need to contract financial instruments to hedge against volatility of these rates. Additionally, financial assets also indexed to CDI and IPCA (broad consumer price index) partially mitigate any interest rate exposures. Interest rates contracted are as follows:


 

December 31, 2022


 

December 31, 2021


 

Interest rate

Bonds

 


 

 


 

 

  Private Bonds – 6th Issuance series 2

53,688


 

104,844


 

CDI + 1.00% p.a.

  Private Bonds – 6th Issuance  series 2

-


 

210,920


 

CDI + 1.70% p.a.

  Private Bonds – 9th Issuance  series 2

259,843


 

-


 

CDI + 2.40% p.a.

  Bonds – 1st Issuance - single

529,465


 

514,574


 

CDI + 2.30% p.a.

Financing and Lease Liabilities - Mind Makers

-


 

888


 

TJPLP + 5% p.a.

Financing and Lease Liabilities

140,563


 

160,542


 

IPCA

Accounts Payable for Business Combination and acquisition of associates

625,277


 

532,313


 

100% CDI

 

1,608,836 


 

1,524,081


 

 

 

b.   Credit risk

Credit risk arises from the potential default of a counterparty on an agreement or financial instrument, resulting in financial loss. The Company is exposed to credit risk in its operating activities (mainly in connection with trade receivables, see Note 10 and financial activities that include reverse factoring deposits with banks and other financial institutions and other financial instruments contracted.

 

The Company mitigates its exposure to credit risks associated with financial instruments, deposits in banks and short-term investments by investing in prime financial institutions and in accordance with limits previously set in the Company’s policy. See Notes 8 and 9.

 

To mitigate risks associated with trade receivables, the Company adopts a sales policy and an analysis of the financial and equity condition of its counterparties. The sales policy is directly associated with the level of credit risk the Company is willing to accept in the normal course of its business.

 

The diversification of its receivable’s portfolio, the selectivity of its customers, as well as the monitoring of sales financing terms and individual position limits are procedures adopted to minimize defaults or losses in the realization of trade receivables. Thus, the Company does not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics.

 

Furthermore, the Company reviews the recoverable amount of its trade receivables at the end of each reporting period to ensure that adequate credit losses are recorded (Note 10).


c.  Liquidity risk

In order to cover possible liquidity deficiencies or mismatches between cash and cash equivalents and short-term debt and financial obligations, the Company continues to operate with reverse factoring as long as this credit line is offered by banks and accepted by Company suppliers.


This is the risk of the Company not having enough funds and or bank credit limits to meet its short-term financial commitments, due to mismatching terms in expected receipts and payments.

 

The Company continuously monitors its cash balance and indebtedness level and implemented measures to allow access to the capital markets, when necessary. It also endeavors to assure they remain within existing credit limits. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets, liabilities and takes into consideration its debt financing plans, covenant compliance, internal liquidity targets and, if applicable, regulatory requirements.

 

Cash surplus generated by the Company is handled in short-term deposits being those investments composed by enough liquidity thus providing to the Company the appropriate commitment with the going concern presumption.

 

On September 28, 2022 the Company’s subsidiary Somos Sistemas de Ensino S.A issued R$ 250,000 in private bonds, not convertible. The bonds are aimed to reinforce the Company’s capital structure, and lengthen the debt maturity profile, whose average term currently is 37 months from the issuance. On August 6, 2021 the Company’s subsidiary Somos Sistemas de Ensino S.A issued R$ 500,000 in simple debentures, not convertible. The debentures are aimed to reinforce the Company’s capital structure as well as extending the debt maturity profile, see Note 15.


The table below presents the maturity of the Company’s financial liabilities.


Financial liabilities by maturity ranges

December 31, 2022

 

Less than one year

 

 

Between one and two years

 

 

Over two years

 

 

Total

 

Bonds and financing (Note 15)

 

93,779

 

 

499,217

 

 

250,000

 

 

842,996

 

Lease Liabilities (Note 17)

 

23,151

 

 

22,921

 

 

94,491

 

 

140,563

 

Accounts Payable for business combination and acquisition of associates (Note 19)

 

73,007

 

 

389,186

 

 

163,084

 

 

625,277

 

Suppliers (Note 16)

 

250,647

 

 

-

 

 

-

 

 

250,647

 

Reverse Factoring (Note 16)

 

155,469

 

 

-

 

 

-

 

 

155,469

 

Other liabilities - related parties (Note 21)

 

54

 

 

-

 

 

-

 

 

54

 

 

 

596,107

 

 

911,324

 

 

507,575

 

 

2,015,006

 


Financial liabilities by maturity ranges

The table below reflects the estimated interest rate based on CDI for 12 months (12.43% p.a) extracted from BACEN (Brazilian Central Bank) on December 31,2022. Amounts payable refer to principal and interest based on undiscounted contractual amounts and, therefore, do not reflect the financial position presented as of December 31, 2022:

December 31, 2022

 

Less than one year

 

 

Between one and two years

 

 

Over two years

 

 

Total

 

Bonds and financing

 

105,436

 

 

561,270

 

 

281,075

 

 

947,781

 

Lease Liabilities

 

26,029

 

 

25,770

 

 

106,236

 

 

158,035

 

Accounts Payable for business combination and acquisition of associates

 

82,082

 

 

437,562

 

 

183,355

 

 

702,999

 

Suppliers

 

281,802

 

 

-

 

 

-

 

 

281,802

 

Reverse Factoring

 

174,794

 

 

-

 

 

-

 

 

174,794

 

Other liabilities - related parties

 

61

 

 

-

 

 

-

 

 

61

 

 

 

670,204

 

 

1,024,602

 

 

570,666

 

 

2,265,472

 


Capital management

 

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

In order to maintain or adjust the capital structure of the Company, management can make, or may propose to the shareholders when their approval is required, adjustments to the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce, for example, debt. 

 

The Company monitors capital based on the gearing ratio. This ratio corresponds to the net debt expressed as a percentage of total capitalization. Net debt comprises financial liabilities less cash and cash equivalents. Total capitalization is calculated as shareholders’ equity as shown in the consolidated balance sheet plus net debt.

 

The Company’s main capital management objectives are to safeguard its ability to continue as a going concern, optimize returns, allow consistency of operations to other stakeholders, and maintain an optimal capital structure reducing financial costs and maximizing the returns. In addition, the Company monitors financial leverage adequacy, and mitigates risks that may affect the availability of capital for Company development.


 

December 31, 2022


 

December 31, 2021


Net debt (i)

1,969,241


 

1,518,247


Total shareholders' equity

4,629,679


 

4,665,209


Total capitalization (ii)

2,660,438


 

3,146,963


Gearing ratio - % - (iii)

74

%

 

48

%

 

  (i) Net debt comprises financial liabilities (note 7) net of cash and cash equivalents.
  (ii) Refers to the difference between Shareholders’ Equity and Net debt.
  (iii) The Gearing Ratio is calculated based on Net Debt/Total Capitalization.


Sensitivity analysis

 

The following table presents the sensitivity analysis of potential losses from financial instruments, according to Management’s assessment of relevant market risks presented above. 

 

A probable scenario (Base scenario) over a 12-month horizon was used, with a projected rate of 12.43% p.a. as per DI Interest Deposit rate (“CDI”) reference rates disclosed by B3 S.A. (Brazilian stock exchange). Two further scenarios are presented, stressing, respectively, a 25% deterioration in scenario I and 50% deterioration in scenario II, of the projected rates.

 

 

 

Index - % per year

 

Balance as of December 31, 2022


 

Base scenario

 

 

Scenario I

 

 

Scenario II

 

Financial Investments

 

103.40% of CDI

 

39,212


 

4,874

 

 

6,093

 

 

7,311

 

Marketable Securities

 

103.39% CDI

 

380,514


 

47,298

 

 

59,122

 

 

70,947

 

 

 

 

 

419,726


 

52,172

 

 

65,215

 

 

78,258

 

Accounts Payable for Business Combination and acquisition of associates

 

100% of CDI

 

(625,277

)

 

(77,722

)

 

(97,152

)

 

(116,583

)

Lease liabilities

 

CDI + 1.28%

 

(140,563

)

 

(17,472

)

 

(21,840

)

 

(26,208

)

Bonds and financing

 

CDI + 1.66%

 

(842,996

)

 

(104,784

)

 

(130,981

)

 

(157,177

)

 

 

 

 

(1,608,836

)

 

(199,978

)

 

(249,973

)

 

(299,968

)

Net exposure

 

 

 

(1,189,110

)

 

(147,806

)

 

(184,758

)

 

(221,710

)

Interest rate -% p.a

 

-

 

-


 

12.43

%

 

15.54

%

 

18.65

%

Stressing scenarios 

 

-

 

-


 

-

 

 

25

%

 

50

%