Vasta Platform Limited (NASDAQ: VSTA) – “Vasta” or
the “Company,” announces today its financial and operating results
for the third quarter of 2021 (3Q21) ended September 30, 2021.
Financial results are expressed in Brazilian Reais and are
presented in accordance with International Financial Reporting
Standards (IFRS).
HIGHLIGHTS
- Vasta concluded
the 2021 cycle with a 7% subscription revenue growth over the same
period of last year, or 11% excluding PAR (our hybrid subscription
product based on textbooks). Total net revenue fell 12%, however,
as the non-subscription revenue was severely impacted by the
deterioration in the textbook business, on the back of Covid-19
(higher reuse of textbooks).
- In the third
quarter, net revenue contracted 10% year on year, owing to the
different seasonality of the ACV recognition observed in 2021, with
the concentration of deliveries in some brands in the second
quarter.
- Adjusted EBITDA
totaled R$ 168 million in the 2021 cycle, a drop of 35% versus the
2020 cycle, driven by the reduction in net revenue, coupled with
higher provision for doubtful accounts (PDA) and the enhancement in
our corporate structure following the IPO in July 2020.
Additionally, it was recorded in the 3Q21 a write-off of editorial
costs amounting to R$ 20 million, referring to a rationalization of
our portfolio considering the changes in the textbook business and
our editorial strategy. Excluding this effect, adjusted EBITDA
totaled R$ 188 million, 27% lower versus the 2020 cycle, yielding a
margin of 21%. In the 3Q21, adjusted EBITDA was negative in R$ 29
million, or R$ 9 million excluding the write-off.
- The higher PDA
reflects the company’s care with provisioning standards, amidst a
difficult period for some of our partner schools and the textbook
distribution channel. Since the beginning of the pandemic, we have
opted to support our partners by extending payment terms instead of
granting discounts.
- Vasta recorded
adjusted net profit of R$ 28 million in the 2021 cycle, 57% down
year-on-year.
- On October 26,
Vasta announced a distribution agreement with Instituto
Presbiteriano Mackenzie, pursuant to which Vasta will be the sole
and exclusive distributor of the Mackenzie Learning System across
all of the basic education segments in Brazil.
- On October 29,
Vasta concluded the acquisition of Eleva platform, its biggest
acquisition since the IPO. This transaction adds not only a
sizeable and complementary portfolio of schools to Vasta’s
portfolio, but also a long-term contract through which Vasta will
be the exclusive provider of learning systems to almost all K-12
schools held by Eleva.
- The B2B2C
platform debuted in October, with Plurall MyTeacher (private
classes platform) and Plurall Adapta (adaptive learning platform)
recording their first sales.
- On October 31,
and with two months to go in the commercial campaign, the 2022
preliminary ACV totaled R$ 888 million, an organic growth of 20%
versus the subscription revenue collected in the 2021 cycle, or 29%
excluding paper-based PAR. With Eleva, the 2022 preliminary ACV was
R$ 974 million, 32% higher year-on-year. Nearly 100% of our new
sales have come from tradition learning systems, complementary
solutions, or the newly launched digital textbook platform (which
is offered on a fee-per-student basis).
MESSAGE FROM MANAGEMENT
In the third quarter, we concluded the 2021
cycle (4Q20 to 3Q21), one of the most challenging periods of our
history. The adverse effects originated by the second wave of
Covid-19 severely hit our business, leading to disappointing and
below-potential operating results. The 2021 ACV of R$ 853 million
(23% higher than the 2020 ACV) translated into R$ 741 million
subscription revenue, a quite unusual gap in our industry, on the
back of an unexpected dropout at our partner schools combined with
a higher reuse of textbooks. At the same time, the non-subscription
revenue declined 53%, due to the deterioration in the textbook
business combined with our focus on bringing non-subscription
clients to the subscription universe, our core business.
Notwithstanding all the challenges, we delivered a 7% growth in
subscription revenue, or 11% excluding PAR (highly dependent on
textbooks).
We have reasons to say that the worst was left
behind. With the social isolation measures almost fully lifted in
the country (as most of Brazilian population is already immunized
against Covid-19), we can expect the 2022 school year to be a
regular one, without unexpected student dropouts that in the 2021
cycle led to subscription revenue substantially different from the
ACV. While we don’t expect non-subscription revenue to recover
strongly going forward, we don’t foresee reasons for another sharp
reduction either. These two factors mean that Vasta is back to the
growth territory in 2022, recovering the ground lost in 2021.
If 2021 was a lost year in terms of financial
results, it has been a great year for the expansion of our Plurall
platform, still the absolute leader in terms of K-12 web traffic.
We particularly celebrate the debut of our B2B2C services: Plurall
MyTeacher (private classes platform) and Plurall Adapta (adaptive
learning platform) recorded their first sales in October. As it
happens with products of this nature, first sales are quite small,
but long-term potential is sound, and it could materialize
exponentially once the product is better known by our Plurall
community. Plurall Store, which offers a series of complementary
solutions in partnership with education companies from all over the
world, is also live in October, underscoring our platform’s
potential to continue expanding through a crescent number of
solutions to our clients, ultimately increasing client loyalty and
enhancing our long-term growth potential.
On October 26, we announced a distribution
agreement with Instituto Presbiteriano Mackenzie (“Mackenzie”),
pursuant to which Vasta will be the sole and exclusive distributor
of the Mackenzie Learning System across all of the basic education
segments in Brazil. Mackenzie, a meaningful participant in the
educational sector in Brazil since its foundation, shall remain
responsible for the development of the didactic and learning
materials of the Mackenzie Learning System and the definition of
the system’s pedagogy and methodology. Vasta shall be responsible
for support services, technological products and all services
relating to the commercialization and expansion of the Mackenzie
Learning System brand. The Agreement will start in 2022, in a
long-term basis, already contributing to the 2022 ACV.
Finally, on October 29 we closed the acquisition
of Eleva platform, our biggest acquisition since the IPO. This
transaction adds not only a sizeable and complementary portfolio of
schools to our platform, but also a long-term contract through
which Vasta will be the exclusive provider of learning systems to
almost all K-12 schools held by Eleva, uniquely positioning Vasta
to benefit from the consolidation of the fragmented K-12 market.
The expected base purchase price (subject to adjustments based on
2021 and 2022 results) is R$ 580 million, to which an estimated net
cash adjustment of approximately R$ 32 million will be added. This
amount will be paid in installments over the next five years, all
adjusted by the positive variation of Brazil’s interbank deposit
rate (CDI). The first installment, in the amount of R$ 160 million,
was paid on the closing date.
On October 31, the 2022 preliminary ACV totaled
R$ 888 million, an organic growth of 20% versus the subscription
revenue collected in the 2021 cycle, with the commercial campaign
still two months to go. Excluding paper-based PAR, the organic
growth is 29%, as nearly 100% of our new sales have come from
tradition learning systems, complementary solutions, or from the
digital textbook platform offered on a fee-per-student basis,
reflecting our focus on reducing exposure to the paper-based
textbook channel. With Eleva, the preliminary 2022 ACV totaled R$
974 million, a 32% growth versus our 2021 subscription revenue. We
will update the 2022 ACV number when campaign ends. It is important
to mention that in our projections we factor in neither the return
of students who dropped out from our partners schools’ base in 2021
nor the normalization in the volume of textbooks typically acquired
through PAR contracts in a regular year – this means that the 2021
ACV gap of R$112 million could be captured in the upcoming
years.
Despite the macroeconomic deterioration, our
premium brands Anglo and pH have had a strong performance during
this sales campaign, reassuring our perception that quality and
reputation remain the name of the game in this business. In this
campaign, we have also counted with Fibonacci, our new premium
learning system developed in partnership with Colegio Fibonacci, a
top-10 school in the National High School Test (ENEM) for more than
10 years. Complementary solutions have continued to ramp-up its
penetration over the client base, evidencing the potential of this
segment – in the 2021 cycle, only 25% of partner schools adopted
our complementary solutions, being 84% of these adopting only one
solution.
OPERATING PERFORMANCE
Student Base – Subscription Models
Values
in R$ '000 |
|
2021 |
|
2020 |
|
% Y/Y |
|
2019 |
|
% Y/Y |
Partner Schools - Core Content |
|
4,508 |
|
|
4,167 |
|
|
8.2 |
% |
|
3,400 |
|
|
22.6 |
% |
Partner
Schools - Complementary Solutions |
|
1,114 |
|
|
636 |
|
|
75.2 |
% |
|
417 |
|
|
52.5 |
% |
Students - Core Content |
|
1,335,152 |
|
|
1,311,147 |
|
|
1.8 |
% |
|
1,185,799 |
|
|
10.6 |
% |
Students - Complementary Content |
|
307,941 |
|
|
213,058 |
|
|
44.5 |
% |
|
133,583 |
|
|
59.5 |
% |
Note: Students
enrolled in partner schools. |
From 2019 to 2021, Vasta grew 33% its partner
schools base, reflecting the success of the commercial strategy.
Although the volume of enrolled students in the 2021 cycle was
below its full potential, we retained our client base with
long-term contracts, which represents additional growth potential
without acquisition costs should our partner schools’ base is
restored in the upcoming years. Additionally, only 25% of our
clients adopt complementary solutions, which underscores the high
growth potential of this segment. Finally, to this client base it
will be added the schools currently served by Eleva and the new
schools that joined Vasta’s platform during the 2022 sales
campaign.
FINANCIAL PERFORMANCE
Net Revenue
|
|
3Q21 |
|
3Q20 |
|
% Y/Y |
|
2021 Cycle |
|
2020 Cycle |
|
% Y/Y |
Subscription |
|
96,207 |
|
|
105,849 |
|
|
-9.1 |
% |
|
740,709 |
|
|
691,924 |
|
|
7.1 |
% |
Subscription ex-PAR |
|
86,647 |
|
|
108,335 |
|
|
-20.0 |
% |
|
609,083 |
|
|
551,014 |
|
|
10.5 |
% |
Traditional Learning Systems |
|
87,256 |
|
|
107,967 |
|
|
-19.2 |
% |
|
546,342 |
|
|
508,751 |
|
|
7.4 |
% |
Complementary Solutions |
|
(609 |
) |
|
368 |
|
|
n.m. |
|
62,741 |
|
|
42,264 |
|
|
48.5 |
% |
PAR |
|
9,560 |
|
|
(2,486 |
) |
|
n.m. |
|
131,626 |
|
|
140,910 |
|
|
-6.6 |
% |
Non-subscription |
|
30,985 |
|
|
35,566 |
|
|
-12.9 |
% |
|
152,013 |
|
|
324,990 |
|
|
-53.2 |
% |
Total
Net Revenue |
|
127,192 |
|
|
141,415 |
|
|
-10.1 |
% |
|
892,722 |
|
|
1,016,914 |
|
|
-12.2 |
% |
Note: n.m.: not
meaningful |
In the third quarter, net revenue contracted 10%
versus the same quarter of 2020, owing to the different seasonality
of the ACV recognition observed in 2021, with the concentration of
deliveries in some brands in the second quarter, and to the 13%
decrease in non-subscription revenue.
In the 2021 cycle (4Q20 to 3Q21), subscription
ex-PAR revenue increased 11%, while PAR was down 7%, reflecting the
challenging environment for textbook sales. Within subscription
revenue, we highlight the strength of complementary solutions, up
49% in the cycle. Non-subscription revenue decreased 53%,
reflecting the impacts of the pandemic in the purchase of textbooks
during the 2021 back-to-school period, in addition to the migration
of former non-subscription clients to our subscription products,
being a key driver for the 12% total net revenue decline in the
cycle.
Adjusted EBITDA
Values
in R$ '000 |
|
3Q21 |
|
3Q20 |
|
% Y/Y |
|
2021 Cycle |
|
2020 Cycle |
|
% Y/Y |
Net (loss) profit |
|
(70,821 |
) |
|
(40,605 |
) |
|
74.4 |
% |
|
(116,286 |
) |
|
(27,591 |
) |
|
321.5 |
% |
(+) Income tax and social contribution |
|
(32,963 |
) |
|
(18,593 |
) |
|
77.3 |
% |
|
(54,248 |
) |
|
(13,436 |
) |
|
303.7 |
% |
(+) Net financial result |
|
18,154 |
|
|
18,912 |
|
|
-4.0 |
% |
|
58,987 |
|
|
128,586 |
|
|
-54.1 |
% |
(+) Depreciation and amortization |
|
50,593 |
|
|
43,516 |
|
|
16.3 |
% |
|
194,446 |
|
|
162,701 |
|
|
19.5 |
% |
EBITDA |
|
(35,037 |
) |
|
3,229 |
|
|
n.m. |
|
82,899 |
|
|
250,259 |
|
|
-66.9 |
% |
EBITDA Margin |
|
-27.5 |
% |
|
2.3 |
% |
|
(29.8 |
) |
|
9.3 |
% |
|
26.2 |
% |
|
(16.9 |
) |
(+) Non-recurring expenses |
|
603 |
|
|
- |
|
|
n.m. |
|
6,324 |
|
|
922 |
|
|
585.9 |
% |
(+) IPO-related expenses |
|
- |
|
|
- |
|
|
n.m. |
|
50,580 |
|
|
- |
|
|
n.m. |
(+) Share-based compensation plan |
|
5,834 |
|
|
3,824 |
|
|
52.5 |
% |
|
28,461 |
|
|
6,004 |
|
|
374.0 |
% |
Adjusted EBITDA |
|
(28,600 |
) |
|
7,053 |
|
|
n.m. |
|
168,264 |
|
|
257,185 |
|
|
-34.6 |
% |
Adjusted EBITDA Margin |
|
-22.5 |
% |
|
5.0 |
% |
|
(27.5 |
) |
|
18.8 |
% |
|
26.9 |
% |
|
(8.0 |
) |
Note: n.m.: not
meaningful |
Adjusted EBITDA was negative in R$ 29 million in
3Q21, mostly driven by the unfavorable revenue seasonality of the
third quarter (which hinders the dilution of fixed costs), by the
higher provision for doubtful accounts (PDA) and by the enhancement
in our corporate structure following the company’s IPO in July
2020, while the 3Q20 was favored by savings of R$ 2.7 million in
personnel expenses, captured from reduced work journeys allowed by
the provisional measure 936. Additionally, it was recorded in the
3Q21 a write-off of editorial costs amounting to R$ 20 million,
referring to a rationalization of our portfolio considering the
changes in the textbook business and our editorial strategy.
Excluding this effect, our adjusted EBITDA was negative in R$ 9
million. In the cycle, our adjusted EBITDA totaled R$ 168 million,
or R$ 188 million excluding the editorial cost write-off (-27%
versus 2020 cycle).
Adjusted net income
Values
in R$ '000 |
|
3Q21 |
|
3Q20 |
|
% Y/Y |
|
2021 Cycle |
|
2020 Cycle |
|
% Y/Y |
(Loss) Profit before taxes |
|
(103,784 |
) |
|
(59,198 |
) |
|
75.3 |
% |
|
(170,534 |
) |
|
(41,027 |
) |
|
315.7 |
% |
(-)
Taxes paid |
|
- |
|
|
- |
|
|
n.m. |
|
(1,167 |
) |
|
(4,611 |
) |
|
-74.7 |
% |
(+)
Non-recurring expenses |
|
603 |
|
|
- |
|
|
n.m. |
|
6,324 |
|
|
922 |
|
|
585.9 |
% |
(+)
Share-based compensation plan |
|
5,834 |
|
|
3,824 |
|
|
52.5 |
% |
|
28,461 |
|
|
6,004 |
|
|
374.0 |
% |
(+) IPO-related expenses |
|
- |
|
|
- |
|
|
n.m. |
|
50,580 |
|
|
- |
|
|
n.m. |
(+) Amortization of intangible assets(1) |
|
28,987 |
|
|
29,043 |
|
|
-0.2 |
% |
|
114,794 |
|
|
104,760 |
|
|
9.6 |
% |
Adjusted net (loss) profit |
|
(68,360 |
) |
|
(26,331 |
) |
|
159.6 |
% |
|
28,458 |
|
|
66,048 |
|
|
-56.9 |
% |
(1) From business
combinations. Note: n.m.: not meaningful |
In the cycle, adjusted net profit totaled R$ 28 million, 57%
down year-on-year.
Accounts receivable and provision for doubtful
accounts
Values
in R$ '000 |
|
3Q21 |
|
3Q20 |
|
% Y/Y |
|
2Q21 |
|
% Q/Q |
Gross accounts receivable |
|
249,628 |
|
|
274,264 |
|
|
-9.0 |
% |
|
336,958 |
|
|
-25.9 |
% |
Provision for doubtful accounts (PDA) |
|
(39,103 |
) |
|
(26,929 |
) |
|
45.2 |
% |
|
(37,898 |
) |
|
3.2 |
% |
Coverage index |
|
15.7 |
% |
|
9.8 |
% |
|
5.8 |
|
|
11.2 |
% |
|
4.4 |
|
Net
accounts receivable |
|
210,525 |
|
|
247,335 |
|
|
-14.9 |
% |
|
299,060 |
|
|
-29.6 |
% |
Average
days of accounts receivable(1) |
|
85 |
|
|
88 |
|
|
(3 |
) |
|
119 |
|
|
(34 |
) |
(1) Balance of
net accounts receivable divided by the last-twelve-month net
revenue, multiplied by 360. |
The increase in the provision for doubtful
accounts (PDA) in the 3Q21 reflects our care with our provisioning
standards. Consequently, the coverage index increased to 15.7% in
3Q21 from 9.8% in 3Q20, while the average days of receivable fell 3
days in the yearly comparison, at 85 days.
Since the beginning of the pandemic, our
approach to credit issues faced by our school partners has been to
extend payment terms instead of granting discounts. With the
expected normalization of school activities in the upcoming school
year, we expect an improvement in the receivable collection of this
client segment in 2022. The textbook distribution channel has also
been hit by the fast deterioration in sales, causing some of our
clients to fall back in payments. As commented before, nearly 100%
of our new sales contracted to the 2022 were composed of learning
systems, complementary solutions, or digital textbooks; therefore,
we are gradually reducing our exposure to the physical textbook
distribution channel.
Financial leverage
Values
in R$ '000 |
|
3Q21 |
|
2Q21 |
|
1Q21 |
|
4Q20 |
Financial debt |
|
812,016 |
|
|
505,951 |
|
|
687,203 |
|
|
793,341 |
|
Accounts payable from business combinations |
|
73,713 |
|
|
65,201 |
|
|
62,973 |
|
|
48,055 |
|
Total
debt |
|
885,729 |
|
|
571,152 |
|
|
750,176 |
|
|
841,396 |
|
Cash
and cash equivalents |
|
377,862 |
|
|
335,098 |
|
|
415,093 |
|
|
311,156 |
|
Marketable securities |
|
317,178 |
|
|
81,090 |
|
|
259,581 |
|
|
491,102 |
|
Net
debt |
|
190,689 |
|
|
154,964 |
|
|
75,502 |
|
|
39,138 |
|
Net
debt/LTM adjusted EBITDA |
|
1.13 |
|
|
0.76 |
|
|
0.36 |
|
|
0.15 |
|
Vasta ended the 3Q21 with a net debt position of
R$ 191 million, 1.1x the adjusted EBITDA of last twelve months.
CONFERENCE CALL INFORMATION
Vasta will discuss its third quarter 2021
results on November 11, 2021, via a conference call at 5:00 p.m.
Eastern Time. To access the call (ID: 1557069), please dial: +1
(833) 519-1336 or +1 (914) 800-3898. A live and archived webcast of
the call will be available on the Investor Relations section of the
Company’s website at https://ir.vastaplatform.com.
ABOUT VASTA
Vasta is a leading, high-growth education
company in Brazil powered by technology, providing end-to-end
educational and digital solutions that cater to all needs of
private schools operating in the K-12 educational segment,
ultimately benefiting all of Vasta’s stakeholders, including
students, parents, educators, administrators and private school
owners. Vasta’s mission is to help private K-12 schools to be
better and more profitable, supporting their digital
transformation. Vasta believes it is uniquely positioned to help
schools in Brazil undergo the process of digital transformation and
bring their education skill set to the 21st century. Vasta promotes
the unified use of technology in K-12 education with enhanced data
and actionable insight for educators, increased collaboration among
support staff and improvements in production, efficiency and
quality. For more information, please visit
ir.vastaplatform.com.
CONTACT
Investor Relations ri@somoseducacao.com.br
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking
statements that can be identified by the use of forward-looking
words such as “anticipate,” “believe,” “could,” “expect,” “should,”
“plan,” “intend,” “estimate” and “potential,” among others.
Forward-looking statements appear in a number of places in this
press release and include, but are not limited to, statements
regarding our intent, belief or current expectations.
Forward-looking statements are based on our management’s beliefs
and assumptions and on information currently available to our
management. Such statements are subject to risks and uncertainties,
and actual results may differ materially from those expressed or
implied in the forward-looking statements due to of various
factors, including (i) general economic, financial, political,
demographic and business conditions in Brazil, as well as any other
countries we may serve in the future and their impact on our
business; (ii) fluctuations in interest, inflation and exchange
rates in Brazil and any other countries we may serve in the future;
(iii) our ability to implement our business strategy and expand our
portfolio of products and services; (iv) our ability to adapt to
technological changes in the educational sector; (v) the
availability of government authorizations on terms and conditions
and within periods acceptable to us; (vi) our ability to continue
attracting and retaining new partner schools and students; (vii)
our ability to maintain the academic quality of our programs;
(viii) the availability of qualified personnel and the ability to
retain such personnel; (ix) changes in the financial condition of
the students enrolling in our programs in general and in the
competitive conditions in the education industry; (x) our
capitalization and level of indebtedness; (xi) the interests of our
controlling shareholder; (xii) changes in government regulations
applicable to the education industry in Brazil; (xiii) government
interventions in education industry programs, that affect the
economic or tax regime, the collection of tuition fees or the
regulatory framework applicable to educational institutions; (xiv)
cancellations of contracts within the solutions we characterize as
subscription arrangements or limitations on our ability to increase
the rates we charge for the services we characterize as
subscription arrangements; (xv) our ability to compete and conduct
our business in the future; (xvi) our ability to anticipate changes
in the business, changes in regulation or the materialization of
existing and potential new risks; (xvii) the success of operating
initiatives, including advertising and promotional efforts and new
product, service and concept development by us and our competitors;
(xviii) changes in consumer demands and preferences and
technological advances, and our ability to innovate to respond to
such changes; (xix) changes in labor, distribution and other
operating costs; our compliance with, and changes to, government
laws, regulations and tax matters that currently apply to us; (xx)
the effectiveness of our risk management policies and procedures,
including our internal control over financial reporting; (xxi)
health crises, including due to pandemics such as the COVID-19
pandemic and government measures taken in response thereto; (xxii)
other factors that may affect our financial condition, liquidity
and results of operations; and (xxiii) other risk factors discussed
under “Risk Factors.” Forward-looking statements speak only as of
the date they are made, and we do not undertake any obligation to
update them in light of new information or future developments or
to release publicly any revisions to these statements in order to
reflect later events or circumstances or to reflect the occurrence
of unanticipated events.
NON-GAAP FINANCIAL MEASURES
This press release presents our EBITDA, Adjusted
EBITDA, Free Cash Flow and Adjusted Cash Conversion Ratio, Adjusted
Net (Loss) Profit, which are information for the convenience of
investors. EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Cash
Conversion Ratio and Adjusted Net (Loss) Profit are the key
performance indicators used by us to measure financial operating
performance. Our management believes that these non-GAAP financial
measures provide useful information to investors and shareholders.
We also use these measures internally to establish budgets and
operational goals to manage and monitor our business, evaluate our
underlying historical performance and business strategies and to
report our results to the board of directors.
We calculate EBITDA as Net profit (loss) for the
period / year plus income taxes and social contribution plus/minus
net finance result plus depreciation and amortization. The EBITDA
measure provides useful information to assess our operational
performance.
We calculate Adjusted EBITDA as EBITDA
plus/minus: (a) share-based compensation expenses, mainly due to
the grant of additional shares to Somos’ employees in connection
with the change of control of Somos to Cogna (for further
information refer to note 23 (a) to the Consolidated Financial
Statements); (b) Bonus IPO expenses, share based payments offered
to certain employees and executives as result of IPO process and
(c) other non-recurring expenses composed substantially by
restructuring provisions. We understand that such adjustments are
relevant and should be considered when calculating our Adjusted
EBITDA, which is a practical measure to assess our operational
performance that allows us to compare it with other companies that
operates in the same segment.
We calculate Free Cash Flow as the net cash
flows from operating activities as presented in the statement of
cash flows of our financial statements adjusted by debt-like
instruments (reverse factoring instruments) less cash flows
required for: (i) acquisition of property, plant and equipment;
(ii) addition to intangible assets; and (iii) acquisition of
subsidiaries. We consider Free Cash Flow to be a liquidity measure,
therefore, we adjust our Free Cash Flow metric with amounts that
directly impacted the cash flows in the period in addition to the
operating activities. The Free Cash Flow measure provides useful
information to management and investors about the amount of cash
generated by our operations, deducting for investments in property
and equipment to maintain and grow our business.
We calculate Adjusted Cash Conversion Ratio as
the cash flows from operating activities divided by Adjusted EBITDA
for the relevant period.
We calculate Adjusted net (loss) profit as the
net (loss) profit from the period as presented in Statement of
Profit or Loss and Other Comprehensive Income adjusted by the same
Adjusted EBITDA items, however, added by (a) Amortization of
intangible assets from M&A, that includes goodwill and other
assets and (b) taxes paid composed by cash effect over income tax
and social contribution expenses.
We understand that, although Adjusted net (loss)
profit, EBITDA, Adjusted EBITDA, Free Cash Flow and Adjusted Cash
Conversion Ratio are used by investors and securities analysts in
their evaluation of companies, these measures have limitations as
analytical tools, and you should not consider them in isolation or
as substitutes for analysis of our results of operations as
reported under IFRS. Additionally, our calculations of Adjusted net
(loss) profit, Adjusted EBITDA, Free Cash Flow and Adjusted Cash
Conversion Ratio may be different from the calculation used by
other companies, including our competitors in the education
services industry, and therefore, our measures may not be
comparable to those of other companies.
REVENUE RECOGNITION AND
SEASONALITY
Our main deliveries of printed and digital
materials to our customers occur in the last quarter of each year
(typically in November and December), and in the first quarter of
each subsequent year (typically in February and March), and revenue
is recognized when the customers obtain control over the materials.
In addition, the printed and digital materials we provide in the
fourth quarter are used by our customers in the following school
year and, therefore, our fourth quarter results reflect the growth
in the number of our students from one school year to the next,
leading to higher revenue in general in our fourth quarter compared
with the preceding quarters in each year. Consequently, in
aggregate, the seasonality of our revenues generally produces
higher revenues in the first and fourth quarters of our fiscal
year. Thus, the numbers for the second quarter and third quarter
are usually less relevant. In addition, we generally bill our
customers during the first half of each school year (which starts
in January), which generally results in a higher cash position in
the first half of each year compared to the second half.
A significant part of our expenses is also
seasonal. Due to the nature of our business cycle, we need
significant working capital, typically in September or October of
each year, to cover costs related to production and inventory
accumulation, selling and marketing expenses, and delivery of our
teaching materials at the end of each year in preparation for the
beginning of each school year. As a result, these operating
expenses are generally incurred between September and December of
each year.
Purchases through our Livro Fácil e-commerce
platform are also very intense during the back-to-school period,
between November, when school enrollment takes place and families
plan to anticipate the purchase of products and services, and
February of the following year, when classes are about to start.
Thus, e-commerce revenue is mainly concentrated in the first and
fourth quarters of the year.
KEY BUSINESS METRICS
ACV Bookings is a non-accounting managerial
metric and represents our partner schools’ commitment to pay for
our solutions offerings. We believe it is a meaningful indicator of
demand for our solutions. We consider ACV Bookings is a helpful
metric because it is designed to show amounts that we expect to be
recognized as revenue from subscription services for the 12-month
period between October 1 of one fiscal year through September 30 of
the following fiscal year. We define ACV Bookings as the revenue we
would expect to recognize from a partner school in each school
year, based on the number of students who have contracted our
services, or “enrolled students,” that will access our content at
such partner school in such school year. We calculate ACV Bookings
by multiplying the number of enrolled students at each school with
the average ticket per student per year; the related number of
enrolled students and average ticket per student per year are each
calculated in accordance with the terms of each contract with the
related school. Although our contracts with our schools are
typically for 4-year terms, we record one year of revenue under
such contracts as ACV Bookings. ACV Bookings are calculated based
on the sum of actual contracts signed during the sales period and
assumes the historical rates of returned goods from customers for
the preceding 24-month period. Since the actual rates of returned
goods from sales during the period may be different from the
historical average rates and the actual volume of merchandise
ordered by our customers may be different from the contracted
amount, the actual revenue recognized during each period of a sales
cycle may be different from the ACV Bookings for the respective
sales cycle. Our reported ACV Bookings are subject to risks
associated with, among other things, economic conditions and the
markets in which we operate, including risks that our contracts may
be canceled or adjusted (including as a result of the COVID-19
pandemic).
FINANCIAL STATEMENTS
Consolidated Statements of Financial
Position
Assets |
September 30, 2021 |
|
|
December 31, 2020 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
377,862 |
|
|
311,156 |
|
Marketable securities |
317,178 |
|
|
491,102 |
|
Trade receivables |
210,525 |
|
|
492,234 |
|
Inventories |
240,636 |
|
|
249,632 |
|
Taxes recoverable |
23,851 |
|
|
18,871 |
|
Income tax and social
contribution recoverable |
5,672 |
|
|
7,594 |
|
Prepayments |
37,632 |
|
|
27,461 |
|
Other receivables |
1,489 |
|
|
124 |
|
Related parties – other
receivables |
2,481 |
|
|
2,070 |
|
Total current assets |
1,217,326 |
|
|
1,600,244 |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Judicial deposits and escrow
accounts |
175,677 |
|
|
172,748 |
|
Deferred income tax and social
contribution |
143,477 |
|
|
88,546 |
|
Property, plant and
equipment |
164,989 |
|
|
192,006 |
|
Intangible assets and
goodwill |
4,939,155 |
|
|
4,924,726 |
|
Total non-current assets |
5,423,298 |
|
|
5,378,026 |
|
|
|
|
|
|
|
Total Assets |
6,640,624 |
|
|
6,978,270 |
|
Consolidated Statements of Financial
Position (continued)
Liabilities |
September 30, 2021 |
|
|
December 31, 2020 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Bonds and financing |
262,445 |
|
|
502,882 |
|
Lease liabilities |
18,672 |
|
|
18,263 |
|
Suppliers |
186,272 |
|
|
279,454 |
|
Income tax and social
contribution payable |
17 |
|
|
1,761 |
|
Salaries and social
contributions |
70,910 |
|
|
69,123 |
|
Contract liabilities and
deferred income |
8,432 |
|
|
47,169 |
|
Accounts payable for business
combination |
20,055 |
|
|
17,132 |
|
Other liabilities |
3,106 |
|
|
4,285 |
|
Other liabilities - related
parties |
39,677 |
|
|
135,307 |
|
Loans from related
parties |
- |
|
|
20,884 |
|
Total current liabilities |
609,586 |
|
|
1,096,260 |
|
|
|
|
|
Non-current liabilities |
|
|
|
Bonds and financing |
549,571 |
|
|
290,459 |
|
Lease liabilities |
129,375 |
|
|
154,840 |
|
Accounts payable for business
combination |
53,658 |
|
|
30,923 |
|
Provision for tax, civil and
labor losses |
641,307 |
|
|
613,933 |
|
Contract liabilities and
deferred income |
4,607 |
|
|
6,538 |
|
Total non-current
liabilities |
1,378,518 |
|
|
1,096,693 |
|
|
|
|
|
Shareholder’s Equity |
|
|
|
Share capital |
4,820,815 |
|
|
4,820,815 |
|
Capital reserve |
56,465 |
|
|
38,962 |
|
Shares in treasury |
(11,765 |
) |
|
- |
|
Accumulated losses |
(212,995 |
) |
|
(74,460 |
) |
Total Shareholder's
Equity |
4,652,520 |
|
|
4,785,317 |
|
|
|
|
|
Total Liabilities and
Shareholder's Equity |
6,640,624 |
|
|
6,978,270 |
|
Consolidated Income
Statement
|
Jul 01, to Sep 30, 2021 |
|
Jan 01, to Sep 30, 2021 |
|
Jul 01, to Sep 30, 2020 |
|
Jan 01, to Sep 30, 2020 |
|
|
|
|
|
|
|
|
Net revenue from sales and services |
127,192 |
|
|
549,159 |
|
|
141,415 |
|
|
654,066 |
|
Sales |
124,125 |
|
|
526,697 |
|
|
134,182 |
|
|
634,895 |
|
Services |
3,067 |
|
|
22,462 |
|
|
7,233 |
|
|
19,171 |
|
|
|
|
|
|
|
|
|
Cost of goods sold and
services |
(79,381 |
) |
|
(260,910 |
) |
|
(62,230 |
) |
|
(277,985 |
) |
|
|
|
|
|
|
|
|
Gross profit |
47,811 |
|
|
288,249 |
|
|
79,185 |
|
|
376,081 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
(expenses) |
|
|
|
|
|
|
|
General and administrative
expenses |
(96,402 |
) |
|
(304,208 |
) |
|
(83,458 |
) |
|
(265,752 |
) |
Commercial expenses |
(33,947 |
) |
|
(119,040 |
) |
|
(35,841 |
) |
|
(116,437 |
) |
Other operating income
(expenses) |
698 |
|
|
2,202 |
|
|
948 |
|
|
2,936 |
|
Impairment losses on trade
receivables |
(3,790 |
) |
|
(21,998 |
) |
|
(1,121 |
) |
|
(12,704 |
) |
|
|
|
|
|
|
|
|
(Loss) Profit before finance
result and taxes |
(85,630 |
) |
|
(154,795 |
) |
|
(40,287 |
) |
|
(15,876 |
) |
|
|
|
|
|
|
|
|
Finance income |
10,532 |
|
|
21,793 |
|
|
5,942 |
|
|
14,579 |
|
Finance costs |
(28,686 |
) |
|
(69,174 |
) |
|
(24,854 |
) |
|
(101,399 |
) |
Finance result |
(18,154 |
) |
|
(47,381 |
) |
|
(18,912 |
) |
|
(86,820 |
) |
|
|
|
|
|
|
|
|
(Loss) Before income tax and
social contribution |
(103,784 |
) |
|
(202,176 |
) |
|
(59,199 |
) |
|
(102,696 |
) |
|
|
|
|
|
|
|
|
Income tax and social
contribution |
32,963 |
|
|
63,641 |
|
|
18,593 |
|
|
34,797 |
|
|
|
|
|
|
|
|
|
(Loss) for the period |
(70,821 |
) |
|
(138,535 |
) |
|
(40,606 |
) |
|
(67,899 |
) |
|
|
|
|
|
|
|
|
Total comprehensive (loss)
income for the period |
(70,821 |
) |
|
(138,535 |
) |
|
(40,606 |
) |
|
(67,899 |
) |
(Loss) per share |
|
|
|
|
|
|
|
Basic |
(0.85 |
) |
|
(1.67 |
) |
|
(0.49 |
) |
|
(0.82 |
) |
Diluted |
(0.84 |
) |
|
(1.65 |
) |
|
(0.49 |
) |
|
(0.82 |
) |
Consolidated Statement of Cash
Flows
|
For the nine months ended June 30 |
|
2021 |
|
2020 |
|
|
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES |
|
|
|
Loss before income tax and social contribution |
(202,176 |
) |
|
(102,696 |
) |
Adjustments for: |
|
|
|
Depreciation and
amortization |
149,492 |
|
|
129,059 |
|
Impairment losses on trade
receivables |
21,998 |
|
|
12,704 |
|
Provision for tax, civil and
labor losses |
(775 |
) |
|
(4,966 |
) |
Interest on provision for tax,
civil and labor losses |
17,681 |
|
|
13,406 |
|
Provision for obsolete
inventories |
13,936 |
|
|
11,941 |
|
Interest on bonds and
financing |
24,272 |
|
|
46,725 |
|
Refund liability and right to
returned goods |
2,115 |
|
|
(25,118 |
) |
Imputed interest on
suppliers |
3,213 |
|
|
2,945 |
|
Interest on accounts payable
for business combination |
811 |
|
|
1,394 |
|
Share-based payment
expense |
17,503 |
|
|
- |
|
Interest on lease
liabilities |
11,602 |
|
|
11,337 |
|
Interest on marketable
securities incurred and not withdrawed |
(15,937 |
) |
|
(2,018 |
) |
Disposals of right of use
assets and lease liabilities |
(3,481 |
) |
|
(1,023 |
) |
Residual value of disposals of
property and equipment and intangible assets |
3,411 |
|
|
1,931 |
|
|
|
|
|
Changes in |
|
|
|
Trade receivables |
262,120 |
|
|
133,798 |
|
Inventories |
(5,618 |
) |
|
(37,941 |
) |
Prepayments |
(10,157 |
) |
|
(4,629 |
) |
Taxes recoverable |
(3,049 |
) |
|
22,090 |
|
Judicial deposits and escrow
accounts |
(2,929 |
) |
|
1,029 |
|
Other receivables |
(1,185 |
) |
|
2,828 |
|
Suppliers |
(92,912 |
) |
|
(79,323 |
) |
Salaries and social
charges |
1,062 |
|
|
9,484 |
|
Tax payable/Income taxes and
social contribution |
7,775 |
|
|
6,267 |
|
Contract liabilities and
deferred income |
(42,105 |
) |
|
3,510 |
|
Other receivables and
liabilities from related parties |
(96,041 |
) |
|
219,010 |
|
Other liabilities |
(1,880 |
) |
|
7,157 |
|
Cash from operating
activities |
58,745 |
|
|
379,101 |
|
|
|
|
|
Income tax and social
contribution paid |
(1,167 |
) |
|
(5,234 |
) |
Interest lease liabilities
paid |
(11,564 |
) |
|
(10,900 |
) |
Payment of interest on bonds
and financing |
(24,946 |
) |
|
(49,403 |
) |
Payment of provision for tax,
civil and labor losses |
(515 |
) |
|
(6,812 |
) |
Net cash from operating
activities |
20,553 |
|
|
306,752 |
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES |
|
|
|
Acquisition of property and
equipment |
(9,452 |
) |
|
(3,730 |
) |
Additions to intangible
assets |
(36,763 |
) |
|
(32,226 |
) |
Acquisition of subsidiaries
net of cash acquired and payments of business combinations |
(33,591 |
) |
|
(8,703 |
) |
Realization of investment in
marketable securities |
189,861 |
|
|
(705,097 |
) |
Net cash applied in investing
activities |
110,055 |
|
|
(749,756 |
) |
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES |
|
|
|
Suppliers - related
parties |
(3,676 |
) |
|
(75,846 |
) |
Loans from related
parties |
- |
|
|
65,600 |
|
Payments of loans from related
parties |
(20,884 |
) |
|
- |
|
Lease liabilities paid |
(15,308 |
) |
|
(9,207 |
) |
Parent company's net
investment |
- |
|
|
4,197 |
|
Issuance of common shares in
initial public offering |
- |
|
|
1,836,317 |
|
Transaction costs in initial
public offering |
- |
|
|
(174,683 |
) |
Acquisition of treasury
shares |
(11,765 |
) |
|
- |
|
Payments of bonds and
financing |
(477,651 |
) |
|
(852,136 |
) |
Issuance of public bonds net
off issuance costs |
497,000 |
|
|
- |
|
Payments of accounts payable
for business combination |
(31,617 |
) |
|
- |
|
Others |
- |
|
|
(76,642 |
) |
Net cash applied in financing
activities |
(63,901 |
) |
|
717,600 |
|
|
|
|
|
NET INCREASE IN CASH AND CASH
EQUIVALENTS |
66,706 |
|
|
274,596 |
|
|
|
|
|
Cash and cash equivalents at
beginning of period |
311,156 |
|
|
43,287 |
|
Cash and cash equivalents at
end of period |
377,862 |
|
|
317,883 |
|
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