UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number: 001-39415
Vasta Platform Limited
(Exact name of registrant as specified in its
charter)
Av. Paulista, 901, 5th Floor
Bela Vista
São Paulo – SP, 01310-100
Brazil
+55 (11) 3047-2655
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Vasta Platform Limited |
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By: |
/s/ Guilherme Alves Mélega |
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Name: |
Guilherme Alves Mélega |
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Title: |
Chief Executive Officer |
Date: August 7, 2024
São Paulo, August 7, 2024 – Vasta
Platform Limited (NASDAQ: VSTA) – “Vasta” or the “Company” announces today its financial and operating
results for the second quarter of 2024 (2Q24) ended June 30, 2024. Financial results are expressed in Brazilian Reais and are presented
in accordance with International Financial Reporting Standards (IFRS).
HIGHLIGHTS
| ![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_003.jpg) | Vasta’s accumulated subscription
revenue in the 2024 sales cycle to date totaled R$1,152 million, a 13.8% increase compared to the same period of the 2023 sales cycle.
In 2Q24, subscription revenue totaled R$280 million, a 32.5% increase compared to 2Q23 due to the previously disclosed shift in product
deliveries, which were deferred to the third quarter of our sales cycle, or 2Q24. |
| ![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_003.jpg) | Our subscription revenue reached
85.3% of Annual Contract Value (“ACV”) bookings for the 2024 sales cycle, a 1.4 p.p. increase compared to the 2023 sales cycle
to date (83.9%). This indicator allows us to reaffirm our expectation that by the end of the period we will have achieved 12% organic
growth compared to the previous sales cycle to date. |
| ![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_003.jpg) | In the 2024 sales cycle to date
(which commenced 4Q23 through 2Q24), net revenue increased 11% to R$1,309 million compared to the same period of the 2023 sales cycle,
mostly due to the conversion of ACV into revenue and to the performance of the B2G unit. In the second quarter, net revenue totaled R$294
million, an 8% increase compared to the previous year. |
| ![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_003.jpg) | In the 2024 sales cycle to date,
Adjusted EBITDA grew by 15% to R$428 million compared to R$372 million in previous year, and Adjusted EBITDA Margin grew by 32.7%, which
represents an increase of 1.1 p.p. compared to 2023. This increase was mainly driven by gains in operating efficiency, cost savings and
a sales mix that benefited from the growth of subscription products. In 2Q24, Adjusted EBITDA totaled R$26 million, a 36% decrease compared
to R$41 million in 2Q23, mainly due to higher Commercial expenses and non-recurring positive effects in 2Q23 of a reversion of a provision
for doubtful account (PDA) related to a large retail customer. |
| ![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_003.jpg) | Vasta recorded an Adjusted Net
Profit of R$110 million in the 2024 sales cycle to date, a 65.8% increase compared to an Adjusted Net Profit of R$66 million in previous
year. In 2Q24, Adjusted Net Loss totaled R$37 million, a 14.4% increase compared to Adjusted Net Loss of R$32 million in 2Q23. |
| ![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_003.jpg) | Free cash flow (FCF) totaled
R$90 million in the 2024 sales cycle to date, a 4% increase compared to R$87 million in 2023. In 2Q24 FCF totaled R$38 million, a 59.2%
decrease from R$94 million in 2Q23. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 26% to 32% as a result
of Vasta’s growth and implementation of sustained efficiency measures. |
| ![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_003.jpg) | On June 21, 2024, the Company
issued an aggregate amount of R$500 million simple debentures not convertible into shares, comprised of two series, accruing interest
at a rate equal to 100% of CDI, which is an average of interbank overnight rates in Brazil, plus a spread of 1.35% per annum for the first
series, and 1.60% per annum for the second series. The debentures aim to strengthen the Company's capital structure through the pre-payment
of certain existing indebtedness and extension of the Company’s debt maturity profile. The debentures final payment date is currently
set at 59 months from the issuance date. This strategic liability management action highlights the Company's commitment to improving its
financial stability. By extending the debt maturity |
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 1 |
and reducing the average interest rate by 50 basis points, the Company not only enhances
its liquidity position but also achieves significant cost savings, thereby optimizing its capital structure for future growth.
| ![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_003.jpg) | Starting in 2023, Vasta started
to offer its products and services to the Brazilian public sector (B2G). Our broad portfolio of core content solutions, digital platform,
and complementary products together with customized learning solutions, tested over decades by the private sector, are now available to
the K-12 public schools. With the B2G sector, we generated R$69 million in revenues in the 2024 sales cycle to date (R$40 million in previous
sales cycle). |
| ![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_003.jpg) | The Start Anglo bilingual school
keeps growing with 30 contracts signed as of this date, and 2 operating units boasting bilingual education alongside academic excellence,
which reinforces our strategic expansion into new revenue streams and marks the onset of an exhilarating journey. Additionally, Start
Anglo made important progress in expanding the offering of our products into a new region of Brazil to reach 11 Brazilian states through
a franchise business model. This progress strengthens our brand and generates positive prospects for the business. In addition, we launched
the Revitalization project of the Liceu Complex in São Paulo, which will preserve the entire historical
architectural design. We expect to commence our flagship operations in São Paulo in 2025. |
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 2 |
MESSAGE FROM MANAGEMENT
As we finished our third quarter of the current
sales cycle, our net revenue during the 2024 cycle to date has reached R$1,309 million, representing a 11% increase compared to the same
period in the previous year, mostly due to the conversion of ACV into revenue and to the performance of the B2G business unit. Additionally,
our complementary solutions have seen an important growth of 20% compared to sales cycle 2023, with an accelerated increase in both student
base and market penetration.
Vasta’s accumulated subscription revenue
in the 2024 sales cycle to date totaled R$1,152 million, a 14% increase compared to the same period in the previous sales cycle. Subscription
revenue for the 2024 sales cycle to date reached 85.3% of Annual Contract Value (“ACV”) bookings for the 2024 sales cycle,
a 1.4 p.p. increase compared to the same period in the 2023 sales cycle (83.9%). This growth is aligned with our previously announced
12% growth projection for our 2024 ACV.
Another highlight of the 2024 sales cycle to date
has been that Adjusted EBITDA grew by 15%, to R$428 million compared to R$372 million in previous sales cycle, and Adjusted EBITDA Margin
increased by 1.1 p.p. to 32.7%. In proportion to net revenue, gross margin increased 230 bps in the sales cycle to date (from 62.1% to
64.4%) mainly due to better product mix and reduced impact of paper and production costs, Adjusted G&A expenses reduced by 170 bps
driven by workforce optimization and budgetary discipline and Commercial expenses increased by 230 bps driven by higher expenses related
to business expansion and marketing investments.
Free cashflow (FCF) in the 2024 sales cycle totaled
R$90 million, a 3.7% increase from R$87 million for the same period in the 2023 sales cycle. The last twelve-month (LTM) FCF/Adjusted
EBITDA conversion rate improved for the sixth consecutive quarter, from 26.4% to 31.9%, due to Vasta’s growth and implementation
of sustained efficiency measures. Moreover, the net debt/LTM adjusted EBITDA was 2.28x as of 2Q24, having increased slightly from 2.22x
in 1Q24, and decreasing from 2.57x in 2Q23.
Start-Anglo bilingual school, a cornerstone of
our growth strategy, is experiencing continued expansion. In 2Q24, we entered into 10 new contracts, totaling 30 contracts. Another positive
notice concerns the entry into a new region of the country, which creates new possibilities and reaffirms the expansion of our business.
With this movement, the Start Anglo is distributed in 11 states in Brazil, with 2 operating units in 2024 and over 300 prospects in negotiation.
We believe that the broad geographic presence and strong pipeline underscore the robust potential for further growth and market penetration
of Start-Anglo.
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 3 |
OPERATING PERFORMANCE
Student base – subscription models
|
|
2024 |
|
2023 |
|
% Y/Y |
|
2022 |
|
% Y/Y |
Partner schools - Core content |
|
4,744 |
|
5,032 |
|
(5.7%) |
|
5,274 |
|
(4.6%) |
Partner schools – Complementary solutions |
|
1,722 |
|
1,383 |
|
24.5% |
|
1,304 |
|
6.1% |
Students - Core content |
|
1,432,289 |
|
1,539,024 |
|
(6.9%) |
|
1,589,224 |
|
(3.2%) |
Students - Complementary content |
|
483,132 |
|
453,552 |
|
6.5% |
|
372,559 |
|
21.7% |
Note: Students enrolled in partner
schools
In the 2024 sales cycle, Vasta served nearly 1.4
million students with core content solutions and near 500,000 students with complementary solutions. This is aligned with the company’s
strategy to focus on improving its client base in 2024 through a better mix of schools and growth in premium education systems (Anglo,
PH, Amplia and Fibonacci), brands with higher average ticket, lower defaults, greater adoption of complementary solutions and longer-term
relationships. On the other hand, the reduction of our client base was concentrated on the low-end segment, which have higher number of
students on average, and a lower margin.
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 4 |
FINANCIAL PERFORMANCE
Net revenue
Values in R$ ‘000 |
|
2Q24 |
|
2Q23 |
|
% Y/Y |
|
2024 cycle |
|
2023 cycle |
|
% Y/Y |
Subscription |
|
279,760 |
|
211,154 |
|
32.5% |
|
1,152,007 |
|
1,012,315 |
|
13.8% |
Core content |
|
275,817 |
|
206,675 |
|
33.5% |
|
967,821 |
|
858,751 |
|
12.7% |
Complementary solutions |
|
3,943 |
|
4,479 |
|
(12.0%) |
|
184,186 |
|
153,563 |
|
19.9% |
B2G |
|
- |
|
40,453 |
|
(100.0%) |
|
69,031 |
|
40,453 |
|
70.6% |
Non-subscription |
|
14,592 |
|
19,790 |
|
(26.3%) |
|
88,139 |
|
126,483 |
|
(30.3%) |
Total net revenue |
|
294,352 |
|
271,396 |
|
8.5% |
|
1,309,177 |
|
1,179,250 |
|
11.0% |
% ACV |
|
20.7% |
|
17.5% |
|
3.2p.p. |
|
85.3% |
|
83.9% |
|
1.4p.p. |
% Subscription |
|
95.0% |
|
77.8% |
|
17.2p.p. |
|
88.0% |
|
85.8% |
|
2.2p.p. |
Note: n.m.: not meaningful
In 2Q24, Vasta’s net revenue totaled R$294
million, a 8.5% increase compared to 2Q23. Subscription revenue totaled R$ 280 million, a 32.5% increase compared to 2Q23, due to the
previously disclosed shift in product deliveries, which were deferred to the third quarter of our sales cycle, or 2Q24. This result brings
us back on track to accomplish the ACV revised guidance of 12% in this Sales Cycle.
In the 2024 sales cycle to date (4Q23 to 2Q24),
Vasta’s net revenue totaled R$1,309 million, a 11.0% increase compared to the same period in the prior year. Subscription revenue
grew 13.8% in the 2024 sales cycle to date. The subscription revenue reached 85.3% of expected Annual Contract Value (“ACV”)
bookings for the 2024 sales cycle, a 1.4 p.p. increase compared to the same period in the 2023 sales cycle (83.9% in the same period of
the 2023 sales cycle).
EBITDA
Values in R$ ‘000 |
|
2Q24 |
|
2Q23 |
|
% Y/Y |
|
2024 cycle |
|
2023 cycle |
|
% Y/Y |
Net revenue |
|
294,352 |
|
271,396 |
|
8.5% |
|
1,309,176 |
|
1,179,250 |
|
11.0% |
Cost of goods sold and services |
|
(130,767) |
|
(119,177) |
|
9.7% |
|
(466,293) |
|
(446,380) |
|
4.5% |
General and administrative expenses |
|
(122,909) |
|
(118,091) |
|
4.1% |
|
(358,462) |
|
(365,260) |
|
(1.9%) |
Commercial expenses |
|
(73,578) |
|
(64,863) |
|
13.4% |
|
(213,966) |
|
(166,129) |
|
28.8% |
Other operating (expenses) income |
|
(284) |
|
(23,481) |
|
(98.8%) |
|
2,068 |
|
(24,408) |
|
(108.5%) |
Share of loss equity-accounted investees |
|
(3,968) |
|
(2,126) |
|
86.6% |
|
(20,151) |
|
(5,016) |
|
301.7% |
Impairment losses on trade receivables |
|
(10,149) |
|
(1,028) |
|
887.3% |
|
(52,348) |
|
(40,181) |
|
30.3% |
Profit before financial income and taxes |
|
(47,303) |
|
(57,370) |
|
(17.5%) |
|
200,025 |
|
131,876 |
|
51.7% |
(+) Depreciation and amortization |
|
67,827 |
|
66,532 |
|
1.9% |
|
204,390 |
|
205,204 |
|
(0.4%) |
EBITDA |
|
20,524 |
|
9,162 |
|
123.9% |
|
404,415 |
|
337,080 |
|
20.0% |
EBITDA Margin |
|
7.0% |
|
3.4% |
|
3.6p.p. |
|
30.9% |
|
28.6% |
|
2.3p.p. |
(+) Layoff related to internal restructuring |
|
2,630 |
|
87 |
|
n.m. |
|
3,610 |
|
1,182 |
|
205.4% |
(+) Share-based compensation plan |
|
2,768 |
|
7,841 |
|
(64.7%) |
|
5,997 |
|
10,614 |
|
(43.5%) |
(+) M&A adjusting expenses |
|
- |
|
23,562 |
|
(100.0%) |
|
13,776 |
|
23,562 |
|
(41.5%) |
Adjusted EBITDA |
|
25,922 |
|
40,653 |
|
(36.3%) |
|
427,798 |
|
372,439 |
|
14.9% |
Adjusted EBITDA Margin |
|
8.8% |
|
15.0% |
|
(6.2p.p.) |
|
32.7% |
|
31.6% |
|
1.1p.p. |
Note: n.m.: not meaningful
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 5 |
In the 2024 sales cycle to date, Adjusted EBITDA
grew 14.9% to R$428 million with a margin of 32.7%, representing an increase of 1.1 p.p. in comparison to prior year. In 2Q24, Adjusted
EBITDA totaled R$26 million, a 36.3% decrease compared to R$41 million in 2Q23, mostly due to higher commercial expenses in 2024 and a
non-recurrent reversion of a provision for doubtful accounts (PDA) related to a large retail customer that occurred in 2Q23. In the 2024
Sales cycle to date, the increase in Adjusted EBITDA and Adjusted EBITDA Margin was mainly driven by gains in operating efficiency, cost
savings and a sales mix that benefited from the growth of subscription products, partially offset by higher commercial expenses due to
anticipation of marketing events and campaigns for the next cycle. Share of loss equity-accounted investees relates to a 43.1% minority
stake in Educbank Gestão de Pagamentos Educacionais S.A. (“Educbank”), which registered a loss in equity-accounted
investees in the amount of R$20 million in the 2024 sales cycle to date that was mainly due to write-off costs relating to a potential
M&A target of Educbank, which ultimately did not materialize.
(%) Net Revenue |
|
2Q24 |
|
2Q23 |
|
Y/Y (p.p.) |
|
2024 cycle |
|
2023 cycle |
|
Y/Y (p.p.) |
Gross margin |
|
55.6% |
|
56.1% |
|
(0.5p.p.) |
|
64.4% |
|
62.1% |
|
2.3p.p. |
Adjusted cash G&A expenses(1) |
|
(18.3%) |
|
(16.8%) |
|
(1.5p.p.) |
|
(11.4%) |
|
(13.1%) |
|
1.7p.p. |
Commercial expenses |
|
(25.0%) |
|
(23.9%) |
|
(1.1p.p.) |
|
(16.3%) |
|
(14.1%) |
|
(2.2p.p.) |
Impairment on trade receivables |
|
(3.4%) |
|
(0.4%) |
|
(3.0 p.p.) |
|
(4.0%) |
|
(3.4%) |
|
(0.6p.p.) |
Adjusted EBITDA margin |
|
8.8% |
|
15.0% |
|
(6.2p.p.) |
|
32.7% |
|
31.6% |
|
1.1p.p. |
(1) Sum of general and administrative expenses, other
operating income and profit (loss) of equity-accounted investees, less: depreciation and amortization, layoffs related to internal restructuring,
share-based compensation plan and M&A one-off adjusting expenses.
In proportion to net revenue, gross margin increased
230 bps in the sales cycle to date (from 62% to 64%) mainly due to better product mix and reduced impact of paper and production costs.
Adjusted cash G&A expenses reduced by 170 bps driven by workforce optimization and budgetary discipline and Commercial expenses increased
by 220 bps. driven by higher expenses related to business expansion and marketing investments while impairment on trade receivable (PDA)
had a slight increase of 60 bps, due to a more restrictive credit landscape.
Finance Results
Values in R$ ‘000 |
|
2Q24 |
|
2Q23 |
|
% Y/Y |
|
2024 cycle |
|
2023 cycle |
|
% Y/Y |
Finance income |
|
16,187 |
|
17,470 |
|
(7.3%) |
|
46,405 |
|
66,320 |
|
(30.0%) |
Finance costs |
|
(63,974) |
|
(82,754) |
|
(22.7%) |
|
(205,176) |
|
(232,603) |
|
(11.8%) |
Total |
|
(47,787) |
|
(65,284) |
|
(26.8%) |
|
(158,771) |
|
(166,283) |
|
(4.5%) |
In the second quarter of 2024, finance income totaled
R$16.2 million, from R$17.5 million in 2Q23, due to the impact of lower interest rates on financial investments and marketable securities.
In the 2024 sales cycle to date, finance income decreased 30% to R$46.4 million from R$ 66,3 million in prior sales cycle, when finance
income was impacted with a gain of R$10 million recorded in 4Q22, resulting from the reversal of interest on tax contingencies.
Finance costs in 2Q24 decreased 22.7% to R$64,0
million, from R$82,8 in 2Q23, due to the impact of lower interest rates on financial liabilities (mainly bonds, accounts payable on acquisition
and contingencies), as noted above. In the 2024 sales cycle to date finance cost decreased 4.5% driven by the reduction on the Finance
Debt position between the comparison quarters and lower interest rate.
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 6 |
Net profit (loss)
Values in R$ ‘000 |
|
2Q24 |
|
2Q23 |
|
% Y/Y |
|
2024 cycle |
|
2023 cycle |
|
% Y/Y |
Net (loss) profit |
|
(66,171) |
|
(78,611) |
|
(15.8%) |
|
15,739 |
|
(4,942) |
|
(418.5%) |
(+) Layoffs related to internal restructuring |
|
2,630 |
|
87 |
|
n.m. |
|
3,610 |
|
1,182 |
|
205.4% |
(+) Share-based compensation plan |
|
2,768 |
|
7,841 |
|
(64.7%) |
|
5,997 |
|
10,614 |
|
(43.5%) |
(+) Amortization of intangible assets(1) |
|
39,304 |
|
39,072 |
|
0.6% |
|
118,902 |
|
117,373 |
|
1.3% |
(-) Income tax contingencies reversal |
|
- |
|
- |
|
0.0% |
|
- |
|
(29,715) |
|
(100.0%) |
(+) M&A adjusting expenses |
|
- |
|
23,562 |
|
(100.0%) |
|
13,776 |
|
23,562 |
|
(41.5%) |
(-) Tax shield(2) |
|
(15,199) |
|
(23,991) |
|
(36.6%) |
|
(48,377) |
|
(51,929) |
|
(6.8%) |
Adjusted net (loss) profit |
|
(36,668) |
|
(32,040) |
|
14.4% |
|
109,647 |
|
66,145 |
|
65.8% |
Adjusted net margin |
|
(12.5%) |
|
(11.8%) |
|
(0.7p.p.) |
|
8.4% |
|
5.6% |
|
2.8p.p. |
Note: n.m.: not meaningful; (1) From business combinations.
(2) Tax shield (34%) generated by the expenses that are being deducted as net (loss) profit adjustments.
In the second quarter of 2024, adjusted net loss
totaled R$37 million, a 14.4% increase compared to a net loss of R$32 million in 2Q23. It is worth highlighting that 2Q and 3Q of every
year represents about 30% of the total revenue of the year due to seasonality of product deliveries to our customers. In the 2024 sales
cycle to date, adjusted net profit reached R$110 million, a 65.8% increase from an adjusted net profit of R$66 million for the same period
in 2023.
The 2023 sales cycle was positively impacted by
a gain related to the reversal of tax contingencies recorded in 4Q22, which impacted corporate tax and finance results, but negatively
impacted by M&A expenses in the amount of R$ 24 million. The 2024 sales cycle to date was impacted by the M&A adjusting expenses
occurred in 4Q23 as they related to one-off costs associated with the write-off of a potential M&A target of Educbank, which ultimately
did not materialize, negatively impacting our Share of Loss of Equity-Accounted Investees in the amount of R$13.8 million.
Accounts receivable and PDA
Values in R$ ‘000 |
|
2Q24 |
|
2Q23 |
|
% Y/Y |
|
1Q24 |
|
% Q/Q |
Gross accounts receivable |
|
755,133 |
|
632,151 |
|
19.5% |
|
864,511 |
|
(12.7%) |
Provision for doubtful accounts (PDA) |
|
(93,543) |
|
(64,870) |
|
44.2% |
|
(93,489) |
|
0.1% |
Coverage index |
|
12.4% |
|
10.3% |
|
2.1p.p. |
|
10.8% |
|
1.57p.p. |
Net accounts receivable |
|
661,590 |
|
567,281 |
|
16.6% |
|
771,022 |
|
(14.2%) |
Average days of accounts receivable(1) |
|
152 |
|
149 |
|
3 |
|
180 |
|
(28) |
(1) Balance of net accounts receivable divided by the
last-twelve-month net revenue, multiplied by 360.
The average payment term of Vasta’s accounts
receivable portfolio was 152 days in the 2Q24 remained stable than the same quarter of the previous year (149 days).
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 7 |
Free cash flow
Values in R$ ‘000 |
|
2Q24 |
|
2Q23 |
|
% Y/Y |
|
2024 cycle |
|
2023 cycle |
|
% Y/Y |
Cash from operating activities(1) |
|
68,866 |
|
127,546 |
|
(46.0%) |
|
228,582 |
|
228,457 |
|
0.1% |
(-) Income tax and social contribution paid |
|
- |
|
(334) |
|
n.m. |
|
(672) |
|
(5,082) |
|
(86.8%) |
(-) Payment of provision for tax, civil and labor losses |
|
(64) |
|
(549) |
|
(88.0%) |
|
(440) |
|
(794) |
|
n.m. |
(-) Interest lease liabilities paid |
|
(2,579) |
|
(3,418) |
|
(24.5%) |
|
(6,109) |
|
(11,214) |
|
(45.5%) |
(-) Acquisition of property, plant, and equipment |
|
(1,910) |
|
(4,092) |
|
(53.3%) |
|
(14,183) |
|
(19,889) |
|
(28.7%) |
(-) Additions of intangible assets |
|
(22,080) |
|
(21,376) |
|
3.3% |
|
(100,723) |
|
(83,783) |
|
20.2% |
(-) Lease liabilities paid |
|
(3,787) |
|
(3,584) |
|
5.7% |
|
(16,017) |
|
(20,512) |
|
(21.9%) |
Free cash flow (FCF) |
|
38,446 |
|
94,193 |
|
(59.2%) |
|
90,438 |
|
87,184 |
|
3.7% |
FCF/Adjusted EBITDA |
|
148.3% |
|
231.7% |
|
(83.4p.p.) |
|
21.1% |
|
23.4% |
|
(2.3p.p.) |
LTM FCF/Adjusted EBITDA |
|
31.9% |
|
26.4% |
|
5.5p.p. |
|
31.9% |
|
26.4% |
|
5.5p.p. |
(1) Net (loss) profit less non-cash items less and changes
in working capital. Note: n.m.: not meaningful
Free cash flow (FCF) totaled R$38 million 2Q24,
a 59.2% decrease from a FCF of R$94 million in 2Q23. In the 2024 sales cycle to date, FCF totaled R$90 million, a R$3 million or 3.7%
increase from R$87 million 2023. The second quarter was negatively impacted by two main effects: (1) the anticipation of marketing expenses
and (2) increased payments related to the 2023 production costs owing to a seasonal effect of paper and printing purchases. Accordingly,
we foresee a lower volume of production-related payments in the following quarters and expect to maintain improvement in FCF for the year-end.
The last twelve-month (LTM) FCF/Adjusted EBITDA
conversion rate improved from 26.4% to 31.9% as a result of Vasta’s growth and implementation of sustained efficiency measures,
for example: improve receivables management, enforcing credit policies and negotiate better payment terms.
Financial leverage
Values in R$ ‘000 |
|
2Q24 |
|
1Q24 |
|
4Q23 |
|
3Q23 |
|
2Q23 |
Financial debt |
|
768,459 |
|
762,985 |
|
791,763 |
|
765,350 |
|
846,443 |
Accounts payable from business combinations |
|
618,830 |
|
616,247 |
|
614,120 |
|
601,171 |
|
591,620 |
Total debt |
|
1,387,289 |
|
1,379,232 |
|
1,405,883 |
|
1,366,521 |
|
1,438,063 |
Cash and cash equivalents |
|
50,868 |
|
67,214 |
|
95,864 |
|
106,757 |
|
38,268 |
Marketable securities |
|
272,991 |
|
242,799 |
|
245,942 |
|
261,264 |
|
385,002 |
Net debt |
|
1,063,430 |
|
1,069,219 |
|
1,064,076 |
|
998,500 |
|
1,014,793 |
Net debt/LTM adjusted EBITDA |
|
2.28 |
|
2.22 |
|
2.36 |
|
2.43 |
|
2.57 |
As of the end of 2Q24, Vasta had a net debt position
of R$1,063 million, a R$6 million decrease compared to 1Q24. The FCF generated in the period was offset by the impacts of financial interest
cost and the Second Repurchase Program. The net debt/LTM adjusted EBITDA was 2.28x as of 2Q24, having increased slightly from 2.22x in
1Q24, and decreasing from 2.57x in 2Q23.
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 8 |
ESG
Sustainability Report
In 2023, Vasta released its sustainability report
for the year 2022. This report, which is the company's second, was prepared in accordance with international standards for reports of
this category and showcases the implementation of our corporate strategy, challenges, and achievements, while also reaffirming our commitment
to transparency and sustainability. These include the publication of its first Greenhouse Gas Inventory, the company's adherence to the
UN Global Compact, the dedication of 3,216 thousand hours to the Corporate Volunteer Program, the SOMOS Afro program, an affirmative internship
program, and the fact that 29% of the seats on the Board of Directors are occupied by women.
The report complies with the Global Reporting Initiative
(GRI) 2021 version and also considers other standards recognized in Brazil and abroad, such as the Sustainability Accounting Standards
Board (SASB) guidelines for the education sector, the guidelines of the IBC Stakeholder Capitalism Metrics from the World Economic Forum,
and the principles of the International Integrated Reporting Council (IIRC).
The document is available at: https://ir.vastaplatform.com/esg/.
Information contained in, or accessible through, our website is not incorporated by reference in, and does not constitute a part of,
this press release.
In line with the topics identified in the materiality process, every
quarter we present Vasta's most material indicators:
Key Indicators
ENVIRONMENT
Water withdrawal2 |
SDGs |
GRI |
Disclosure |
Unit |
2Q2024 |
2Q2023 |
% Y/Y |
1Q2024 |
% Q/Q |
3, 11, 12 |
303-3 |
Total water withdrawal |
m³ |
3,039 |
4,654 |
(35%) |
5,088 |
(40%) |
Municipal water supply1 |
% |
100% |
100% |
0 p.p. |
0% |
100 p.p. |
Groundwater |
% |
0% |
0% |
0 p.p. |
100% |
(100 p.p.) |
Energy consumption within the organization2 |
SDGs |
GRI |
Disclosure |
Unit |
2Q2024 |
2Q2023 |
% Y/Y |
1Q2024 |
% Q/Q |
12, 13 |
302-1 |
Total energy consumption |
GJ |
3,856 |
2,909 |
33% |
2,393 |
61% |
Energy from renewable sources2 |
% |
52% |
62% |
(9 p.p.) |
95% |
(43 p.p.) |
In the 2Q24, we observed a lower water consumption
compared to the same period in 2023 and 1Q24 due to the reduced demand for operations at the São José dos Campos Distribution
Center. There was also an increase in energy consumption compared to the same period in 2023, due to greater use of air conditioning resulting
from the temperature increase that affected much of the country.
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 9 |
SOCIAL
Diversity in workforce by employee category |
SDGs |
GRI |
Disclosure |
Unit |
2Q2024 |
2Q2023 |
% HA |
1Q2024 |
% HA |
5 |
405-1 |
C-level – Women |
% |
29% |
40% |
(11 p.p.) |
29% |
(0 p.p.) |
C-level – Men |
% |
71% |
60% |
11 p.p. |
71% |
0 p.p. |
C-level- total4 |
no. |
7 |
5 |
40% |
7 |
0% |
Leadership (≥ managers) – Women |
% |
43% |
47% |
(4 p.p.) |
45% |
(2 p.p.) |
Total - Leadership (≥ managers) – Men |
% |
57% |
53% |
4 p.p. |
55% |
2 p.p. |
Leadership (≥ managers) 5 – total |
no. |
124 |
139 |
(11%) |
149 |
(17%) |
Academic staff – Women |
% |
15% |
18% |
(3 p.p.) |
18% |
(3 p.p.) |
Academic staff – Men |
% |
85% |
82% |
3 p.p. |
83% |
2 p.p. |
Academic staff 6 - total |
no. |
75 |
82 |
(9%) |
80 |
(6%) |
Administrative/Operational – Women |
% |
54% |
56% |
(2 p.p.) |
56% |
(2 p.p.) |
Administrative/Operational – Male |
% |
46% |
44% |
2 p.p. |
44% |
2 p.p. |
Administrative/Operational 7 - total |
no. |
1,229 |
1,524 |
(19%) |
1,595 |
(23%) |
Employees – Women |
% |
51% |
53% |
(2 p.p.) |
54% |
(3 p.p.) |
Employees – Men |
% |
49% |
47% |
2 p.p. |
46% |
3 p.p. |
Employees - total |
no. |
1,435 |
1,752 |
(18%) |
1,831 |
(22%) |
In continuation of the diverse talent bank plan,
specific banks for people with disabilities and black individuals were created, both of which had over a thousand registrations by the
end of Q2 2024. During this period, we hired 26 black employees, 1 person with a disability, and 1 woman for a managerial position and
above. Additionally, to support leadership and ensure appropriate, inclusive, and non-discriminatory interview processes, we created a
Manager's Guide, which includes a module on Diversity and Inclusion.
In May, we held a live session together with the
Compliance department to talk about the fight against LGBTphobia and to reinforce our Code of Ethics and Whistleblower Channel. During
LGBTQIAPN+ Pride Month in June, we brought the company together for another live session with two employees representing the interest
group to share their experiences and discuss a respectful and welcoming environment, as well as to reinforce our commitment to the inclusion
of community members within the Company.
Social impact* 8 |
SDGs |
GRI |
Disclosure |
Unit |
1S2024 |
1S2023 |
2S2023 |
4, 10 |
- |
Scholars of the Somos Futuro Program |
no. |
195 |
236 |
232 |
* Indicators presented progressively, referring to the total accumulated
since the beginning of the year, which is why we are not presenting the variations compared to previous semesters.
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 10 |
We continue to maintain the Somos Futuro Program
via Instituto SOMOS. The initiative enables public school students to attend high school at one of Vasta's partner schools. In this quarter,
195 young people were studying through the program receiving didactic and paradidactic material, online school tutoring, mentoring and
access to the entire support network of the program, which includes psychological monitoring, in addition to the scholarship offered by
the school.
Health and Safety |
SDGs |
GRI |
Disclosure |
Unit |
2Q2024 |
2Q2023 |
% HA |
1Q2024 |
% HA |
|
3 |
403-5, 403-9 |
Units covered by the Risk Management Program (PGR) |
% |
100% |
100% |
0.0 p.p. |
100% |
0.0 p.p. |
|
Trained employees |
no. |
221 |
729 |
(70%) |
361 |
(39%) |
|
Average hours of training per employee 9 |
no. |
3.00 |
1.30 |
131% |
1.33 |
126% |
|
Injury frequency 10 |
rate |
1.09 |
1.88 |
(42%) |
0.90 |
21% |
|
High-consequence injuries |
no. |
- |
- |
0% |
- |
0% |
|
Recordable work-related injuries 11 |
rate |
- |
0.94 |
(100%) |
- |
0% |
|
Fatalities resulted from work-related injuries |
no. |
- |
- |
0% |
- |
0% |
|
Fatalities 12 |
rate |
- |
- |
0% |
- |
0% |
|
The difference in the number of employees trained
between 2Q24 and 2Q23 is due to the fact that in May/23 we implemented an automatic process to send reminders to employees who had not
taken the mandatory courses on occupational health and safety available at our corporate university.
This quarter, we held the Green April Workshop,
where we talked to stakeholders about procedures for hiring and managing third parties, care with high-risk activities and good practices.
Another initiative in 2Q24 was the Cogna group's 2nd Mega SIPAT, during which we covered strategic topics for the business, such as: Health
and Safety Policy and Near Miss Reporting; Mental Health in the Digital Age; Spine Care; Harassment and Forms of Violence; and the Art
of Identifying Hidden Risks in Everyday Situations. The event was held online with the participation of professionals specialized in each
topic.
GOVERNANCE
Diversity in the Board of Directors (gender) |
SDGs |
GRI |
Disclosure |
Unit |
2Q2024 |
2Q2023 |
% HA |
1Q2024 |
% HA |
5 |
405-1 |
Members |
no. |
7 |
7 |
0% |
7 |
0% |
Women |
% |
29% |
29% |
0.0 p.p |
29% |
0 p.p |
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 11 |
Ethical conduct |
SDGs |
GRI |
Disclosure |
Unit |
2Q2024 |
2Q2023 |
% HA |
1Q2024 |
% HA |
16 |
2-25 |
Cases recorded in our Confidential Ethics Hotline 13 |
no. |
21 |
14 |
50% |
9 |
133% |
10 |
406-1 |
Grievances regarding discrimination received through our Confidential Ethics Hotline 13 |
no. |
2 |
- |
0% |
- |
0% |
Confirmed incidents of discrimination 13 |
no. |
- |
- |
0.0 p.p. |
- |
0% |
5 |
405-1 |
Employees who have received training on anti-corruption policies and procedures |
% |
100% |
100% |
0.0 p.p. |
100% |
0 p.p. |
Operations assessed for risks related to corruption |
% |
100% |
100% |
0.0 p.p. |
100% |
0 p.p. |
Confirmed incidents of corruption |
no. |
- |
- |
0% |
- |
0% |
NA: Not available: quarterly disclosure began in
the second quarter of 2023. It used to be reported annually in Sustainability Reports.
The increase in the number of cases registered
with the Confidential Channel is due to our work to publicize the Cogna Confidential Channel for reporting any situation related to discrimination,
harassment and deviations from the Code of Conduct, as well as highlighting the guarantee of confidentiality.
Compliance* |
SDGs |
GRI |
Disclosure |
Unit |
2Q2024 |
2Q2023 |
% HA |
1Q2024 |
% HA |
16 |
307-1, 419-1 |
Fines for social and economic noncompliance |
R$ thousand |
0 |
0 |
0% |
0 |
0% |
Non-financial sanctions for social and economic non-compliance |
no. |
0 |
0 |
0% |
0 |
0% |
Fines for environmental noncompliance |
R$ thousand |
0 |
0 |
0% |
0 |
0% |
Non-financial sanctions for environmental non-compliance |
no. |
0 |
0 |
0% |
0 |
0% |
* Only cases deemed material, i.e., cases that harm Vasta's image, which
lead to a halt in operations, or where the amounts involved are over R$1 million.
Customer data privacy |
SDGs |
GRI |
Disclosure |
Unit |
2Q2024 |
2Q2023 |
% HA |
1Q2024 |
% HA |
16 |
418-1 |
External complaints substantiated by the organization |
no. |
3 |
6 |
(50%) |
7 |
(57%) |
Complaints received from regulatory agencies or similar official bodies |
no. |
- |
1 |
(100%) |
- |
0% |
Cases identified of leakage, theft, or loss of customer data |
no. |
- |
- |
0% |
- |
0% |
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 12 |
We have added the reclassification of requests
opened by the data subject internally on the Privacy Portal. In this way, it is possible, after analyzing the case, to identify and classify
whether the request does in fact refer to the rights of data subjects under the LGPD. Therefore, there was a reduction in requests/complaints
compared to 1Q24 and 2Q23.
FOOTNOTES:
SDG |
Sustainable Development Goal. Indicates goal to which the actions monitored contribute. |
GRI |
Global Reporting Initiative. Lists the GRI standard indicators related to the data monitored. |
ND |
Indicator discontinued or not measured in the quarter. |
NM |
Not meaningful |
1 |
Based on invoices from sanitation concessionaires. |
2 |
Acquired from the free energy market. |
3 |
n.a. |
4 |
Takes into the account the positions of CEO, vice presidents and director reporting directly to the CEO |
5 |
Management, senior management and leadership positions not reporting directly to the CEO |
6 |
Course coordinators, teachers, and tutors. |
7 |
Corporate coordination, specialists, adjuncts, assistants and analysts. |
8 |
Indicators reported on semi-annual basis (2Q and 4Q). |
9 |
Total hours of training/employees trained. |
10 |
Total accidents (with and without leave)/ Total man/hours worked (MHW) x 1,000,000 |
11 |
Work-related injury (excluding fatalities) from which the worker cannot recover fully to pre-injury health status within 6 months. Formula: Number of injuries/MHW x 1.000.000. |
12 |
Fatalities/ MHW x 1,000,000. |
13 |
Indicators measured from the first quarter of 2023. It used to be reported annually in Sustainability Reports |
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 13 |
CONFERENCE CALL INFORMATION
Vasta will discuss
its second quarter 2024 results on August 7, 2024, via a conference call at 5:00 p.m. Eastern Time. To access the call (ID: 3871721),
please dial: +1 (888) 660-6819 or +1 (929) 203-1989. 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.
Information contained in, or accessible through, our website is not incorporated by reference in, and does not constitute a part of,
this press release.
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. Information contained in, or accessible through, our website is
not incorporated by reference in, and does not constitute a part of, this press release.
CONTACT
Investor Relations
ir@vastaplatform.com
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 14 |
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.
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 15 |
NON-GAAP FINANCIAL MEASURES
This press release presents our
EBITDA, Adjusted EBITDA and Adjusted net (loss) profit and Free cash flow (FCF), which is information provided for the convenience of
investors. EBITDA and Adjusted EBITDA are among 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 (loss)
profit 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) income tax and social contribution; (b) net finance result; (c) depreciation and amortization; (d) 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 to the audited consolidated financial statements); (e) provision for risks
of tax, civil and labor losses regarding penalties, related to income tax positions taken by the Predecessor Somos – Anglo and Vasta
in connection with a corporate reorganization carried out by the Predecessor Somos – Anglo; (f) Bonus IPO, which refers to bonus
paid to certain executives and employees based on restricted share units; and (g) expenses with contractual termination of employees due
to organizational restructuring. 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 Adjusted net (loss)
profit as the (loss) profit for the period/year 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 Business Combination and (b) Tax shield of
34% generated by the aforementioned adjustments.
We calculate Free cash flow (FCF)
as the cash from operating activities as presented in the Statement of Cash Flows less (a) income tax and social contribution paid; (b)
tax, civil and labor proceedings paid; (c) interest lease liabilities paid; (d) acquisition of property, plant and equipment; (e) additions
to intangible assets; and (f) lease liabilities paid.
We understand that, although Adjusted
net (loss) profit, EBITDA, Adjusted EBITDA, and Free cash flow (FCF) 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,
and Free cash flow (FCF) 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.
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 16 |
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
Annual Contract Value, or ACV,
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 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 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 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. ACV is 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 for the respective sales cycle. Our reported ACV is 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).
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 17 |
FINANCIAL STATEMENTS
Consolidated Statements of Financial Position
Assets | |
June 30, 2024 | |
December 31, 2023 |
Current assets | |
| | | |
| | |
Cash and cash equivalents | |
| 50,868 | | |
| 95,864 | |
Marketable securities | |
| 272,991 | | |
| 245,942 | |
Trade receivables | |
| 661,590 | | |
| 697,512 | |
Inventories | |
| 289,421 | | |
| 300,509 | |
Taxes recoverable | |
| 19,743 | | |
| 19,041 | |
Income tax and social contribution recoverable | |
| 12,026 | | |
| 16,841 | |
Prepayments | |
| 82,228 | | |
| 71,870 | |
Other receivables | |
| 1,516 | | |
| 2,085 | |
Related parties – other receivables | |
| 10,989 | | |
| 7,157 | |
Total current assets | |
| 1,401,372 | | |
| 1,456,821 | |
| |
| | | |
| | |
Non-current assets | |
| | | |
| | |
Judicial deposits | |
| 218,736 | | |
| 207,188 | |
Deferred income tax and social contribution | |
| 221,098 | | |
| 205,453 | |
Equity accounted investees | |
| 57,456 | | |
| 64,484 | |
Other investments and interests in entities | |
| 9,879 | | |
| 9,879 | |
Property, plant and equipment | |
| 144,046 | | |
| 151,492 | |
Intangible assets and goodwill | |
| 5,246,584 | | |
| 5,307,563 | |
Total non-current assets | |
| 5,897,799 | | |
| 5,946,059 | |
| |
| | | |
| | |
Total Assets | |
| 7,299,171 | | |
| 7,402,880 | |
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 18 |
Consolidated Statements of Financial Position
(continued)
Liabilities | |
June 30, 2024 | |
December 31, 2023 |
Current liabilities | |
| |
|
Bonds | |
| 21,536 | | |
| 541,763 | |
Suppliers | |
| 206,893 | | |
| 221,291 | |
Reverse factoring | |
| 257,536 | | |
| 263,948 | |
Lease liabilities | |
| 14,544 | | |
| 17,078 | |
Income tax and social contribution payable | |
| 2,314 | | |
| - | |
Salaries and social contributions | |
| 99,738 | | |
| 104,406 | |
Taxes payable | |
| 4,961 | | |
| 7,821 | |
Contractual obligations and deferred income | |
| 30,564 | | |
| 32,815 | |
Accounts payable for business combination and acquisition of associates | |
| 206,261 | | |
| 216,728 | |
Other liabilities | |
| 16,634 | | |
| 26,382 | |
Other liabilities - related parties | |
| 13,343 | | |
| 15,060 | |
Total current liabilities | |
| 874,324 | | |
| 1,447,292 | |
| |
| | | |
| | |
Non-current liabilities | |
| | | |
| | |
Bonds | |
| 746,923 | | |
| 250,000 | |
Lease liabilities | |
| 78,434 | | |
| 79,579 | |
Accounts payable for business combination and acquisition of associates | |
| 412,569 | | |
| 397,392 | |
Provision for tax, civil and labor losses | |
| 721,166 | | |
| 697,990 | |
Other liabilities | |
| 7,124 | | |
| 9,836 | |
Total non-current liabilities | |
| 1,966,216 | | |
| 1,434,797 | |
| |
| | | |
| | |
Total current and non-current liabilities | |
| 2,840,540 | | |
| 2,882,089 | |
| |
| | | |
| | |
Shareholder's Equity | |
| | | |
| | |
Share capital | |
| 4,820,815 | | |
| 4,820,815 | |
Capital reserve | |
| 90,211 | | |
| 89,627 | |
Treasury shares | |
| (77,911 | ) | |
| (59,525 | ) |
Accumulated losses | |
| (375,409 | ) | |
| (331,559 | ) |
Total Shareholder's Equity | |
| 4,457,706 | | |
| 4,519,358 | |
| |
| | | |
| | |
Interest of non-controlling shareholders | |
| 925 | | |
| 1,433 | |
| |
| | | |
| | |
Total Shareholder's Equity | |
| 4,458,631 | | |
| 4,520,791 | |
| |
| | | |
| | |
Total Liabilities and Shareholder's Equity | |
| 7,299,171 | | |
| 7,402,880 | |
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 19 |
Consolidated Income Statement
| |
April 01 to
June 30, 2024 | |
April 01 to
June 30, 2023 | |
June 30, 2024 | |
June 30, 2023 |
Net revenue from sales and services | |
| 294,352 | | |
| 271,396 | | |
| 755,068 | | |
| 674,231 | |
Sales | |
| 272,433 | | |
| 246,960 | | |
| 714,978 | | |
| 628,315 | |
Services | |
| 21,919 | | |
| 24,436 | | |
| 40,090 | | |
| 45,916 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of goods sold and services | |
| (130,767 | ) | |
| (119,177 | ) | |
| (270,850 | ) | |
| (274,303 | ) |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 163,585 | | |
| 152,219 | | |
| 484,218 | | |
| 399,928 | |
| |
| | | |
| | | |
| | | |
| | |
Operating income (expenses) | |
| (206,920 | ) | |
| (207,463 | ) | |
| (431,502 | ) | |
| (395,191 | ) |
General and administrative expenses | |
| (122,909 | ) | |
| (118,091 | ) | |
| (262,811 | ) | |
| (245,372 | ) |
Commercial expenses | |
| (73,578 | ) | |
| (64,863 | ) | |
| (146,838 | ) | |
| (115,924 | ) |
Impairment losses on trade receivables | |
| (10,149 | ) | |
| (1,028 | ) | |
| (23,354 | ) | |
| (11,408 | ) |
Other operating income | |
| 22 | | |
| 9,487 | | |
| 2,002 | | |
| 10,481 | |
Other operating expenses | |
| (306 | ) | |
| (32,968 | ) | |
| (501 | ) | |
| (32,968 | ) |
| |
| | | |
| | | |
| | | |
| | |
Share of loss equity-accounted investees | |
| (3,968 | ) | |
| (2,126 | ) | |
| (7,028 | ) | |
| (2,654 | ) |
| |
| | | |
| | | |
| | | |
| | |
(Loss) profit before finance result and taxes | |
| (47,303 | ) | |
| (57,370 | ) | |
| 45,688 | | |
| 2,083 | |
| |
| | | |
| | | |
| | | |
| | |
Finance result | |
| | | |
| | | |
| | | |
| | |
Finance income | |
| 16,187 | | |
| 17,470 | | |
| 29,730 | | |
| 34,101 | |
Finance costs | |
| (63,974 | ) | |
| (82,754 | ) | |
| (133,784 | ) | |
| (158,570 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss before income tax and social contribution | |
| (95,090 | ) | |
| (122,654 | ) | |
| (58,366 | ) | |
| (122,386 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income tax and social contribution | |
| | | |
| | | |
| | | |
| | |
Current | |
| 5,183 | | |
| 3,917 | | |
| (1,790 | ) | |
| 2,463 | |
Deferred | |
| 23,736 | | |
| 40,126 | | |
| 15,927 | | |
| 39,088 | |
| |
| 28,919 | | |
| 44,043 | | |
| 14,137 | | |
| 41,551 | |
| |
| | | |
| | | |
| | | |
| | |
Loss for the period | |
| (66,171 | ) | |
| (78,611 | ) | |
| (44,229 | ) | |
| (80,835 | ) |
| |
| | | |
| | | |
| | | |
| | |
Allocated to: | |
| | | |
| | | |
| | | |
| | |
Controlling shareholders | |
| (66,022 | ) | |
| (79,230 | ) | |
| (43,850 | ) | |
| (81,508 | ) |
Non-controlling shareholders | |
| (149 | ) | |
| 619 | | |
| (379 | ) | |
| 673 | |
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 20 |
Consolidated Statement of Cash Flows
| |
For the period ended June 30, |
| |
2024 | |
2023 |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| |
|
Loss before income tax and social contribution | |
| (58,366 | ) | |
| (122,386 | ) |
Adjustments for: | |
| | | |
| | |
Depreciation and amortization | |
| 141,252 | | |
| 140,608 | |
Share of loss profit of equity-accounted investees | |
| 7,028 | | |
| 2,654 | |
Impairment losses on trade receivables | |
| 23,354 | | |
| 11,408 | |
Provision (reversal) for tax, civil and labor losses, net | |
| 458 | | |
| (9,165 | ) |
Provision on accounts payable for business combination | |
| - | | |
| 23,562 | |
Interest on provision for tax, civil and labor losses | |
| 22,859 | | |
| 31,114 | |
Interest on bonds | |
| 48,409 | | |
| 60,853 | |
Contractual obligations and right to returned goods | |
| (1,551 | ) | |
| 17,823 | |
Interest on accounts payable for business combination and acquisition of associates | |
| 30,472 | | |
| 34,987 | |
Interest on suppliers | |
| 22,684 | | |
| 15,180 | |
Share-based payment expense | |
| 4,729 | | |
| 8,226 | |
Interest on lease liabilities | |
| 4,702 | | |
| 6,260 | |
Interest from financial investments and marketable securities | |
| (12,144 | ) | |
| (19,633 | ) |
Cancellations of right-of-use contracts | |
| (1,951 | ) | |
| - | |
Residual value of disposals of property and equipment and intangible assets | |
| 1,187 | | |
| (231 | ) |
| |
| 233,122 | | |
| 201,260 | |
Changes in | |
| | | |
| | |
Trade receivables | |
| 12,568 | | |
| 71,653 | |
Inventories | |
| 11,088 | | |
| (13,104 | ) |
Prepayments | |
| (10,358 | ) | |
| (21,562 | ) |
Taxes recoverable | |
| 2,605 | | |
| 4,838 | |
Judicial deposits and escrow accounts | |
| (11,491 | ) | |
| (665 | ) |
Other receivables | |
| 569 | | |
| 105 | |
Related parties – other receivables | |
| (3,832 | ) | |
| 1,729 | |
Suppliers | |
| (43,494 | ) | |
| 21,366 | |
Salaries and social charges | |
| (4,668 | ) | |
| (843 | ) |
Tax payable | |
| (546 | ) | |
| (5,140 | ) |
Contractual obligations and deferred income | |
| (700 | ) | |
| (31,707 | ) |
Other liabilities | |
| (11,933 | ) | |
| (5,682 | ) |
Other liabilities - related parties | |
| (1,717 | ) | |
| (55 | ) |
Cash from operating activities | |
| 171,213 | | |
| 222,193 | |
Payment of interest on leases | |
| (4,608 | ) | |
| (7,086 | ) |
Payment of interest on bonds | |
| (77,996 | ) | |
| (57,915 | ) |
Payment of interest on business combinations | |
| (5,815 | ) | |
| (7,768 | ) |
Income tax and social contribution paid | |
| - | | |
| (665 | ) |
Payment of provision for tax, civil and labor losses | |
| (198 | ) | |
| (739 | ) |
Net cash from operating activities | |
| 82,596 | | |
| 148,020 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Acquisition of property and equipment | |
| (10,893 | ) | |
| (9,348 | ) |
Additions of intangible assets | |
| (56,856 | ) | |
| (60,013 | ) |
Acquisition of subsidiaries net of cash acquired | |
| - | | |
| (3,212 | ) |
Proceeds from investment in marketable securities | |
| (513,579 | ) | |
| (625,621 | ) |
Purchase of investment in marketable securities | |
| 498,674 | | |
| 640,766 | |
Net cash used in investing activities | |
| (82,654 | ) | |
| (57,428 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Repurchase shares on treasury | |
| (22,531 | ) | |
| - | |
Lease liabilities paid | |
| (8,087 | ) | |
| (13,918 | ) |
Payments of bonds | |
| (490,000 | ) | |
| - | |
Issuance of securities with related parties | |
| 495,627 | | |
| - | |
Payments of accounts payable for business combination | |
| (19,947 | ) | |
| (84,171 | ) |
Net cash used in financing activities | |
| (44,938 | ) | |
| (98,089 | ) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | |
| (44,996 | ) | |
| (7,497 | ) |
Cash and cash equivalents at beginning of period | |
| 95,864 | | |
| 45,765 | |
Cash and cash equivalents at end of period | |
| 50,868 | | |
| 38,268 | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | |
| (44,996 | ) | |
| (7,497 | ) |
![](https://www.sec.gov/Archives/edgar/data/1792829/000095010324011867/image_004.jpg) | 21 |
Exhibit 99.2
VASTA Platform Limited
Unaudited Condensed Interim Consolidated Financial Statements
Six-months period ended June 30, 2024
Vasta
Platform Limited
Unaudited
Condensed Interim Consolidated Financial Statements
Six-months
period ended June 30, 2024
CONTENT
Vasta
Platform Limited
Unaudited
Condensed Interim Consolidated Financial Statements
Six-months
period ended June 30, 2024
Unaudited Condensed Interim Consolidated Statements
of Financial Position as of June 30, 2024 and December 31, 2023
In thousands of R$, unless otherwise stated
Assets |
|
Note |
|
June 30, 2024 |
|
December 31, 2023 |
Current assets |
|
|
|
|
|
|
Cash and cash equivalents |
|
7 |
|
50,868 |
|
95,864 |
Marketable securities |
|
8 |
|
272,991 |
|
245,942 |
Trade receivables |
|
9 |
|
661,590 |
|
697,512 |
Inventories |
|
10 |
|
289,421 |
|
300,509 |
Prepayments |
|
|
|
82,228 |
|
71,870 |
Taxes recoverable |
|
|
|
19,743 |
|
19,041 |
Income tax and social contribution recoverable |
|
|
|
12,026 |
|
16,841 |
Other receivables |
|
|
|
1,516 |
|
2,085 |
Other receivables - related parties |
|
20 |
|
10,989 |
|
7,157 |
Total current assets |
|
|
|
1,401,372 |
|
1,456,821 |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Judicial deposits |
|
21.c |
|
218,736 |
|
207,188 |
Deferred income tax and social contribution |
|
22.b |
|
221,098 |
|
205,453 |
Equity accounted investees |
|
11 |
|
57,456 |
|
64,484 |
Other investments and interests in entities |
|
|
|
9,879 |
|
9,879 |
Property, plant and equipment |
|
12 |
|
144,046 |
|
151,492 |
Intangible assets and goodwill |
|
13 |
|
5,246,584 |
|
5,307,563 |
Total non-current assets |
|
|
|
5,897,799 |
|
5,946,059 |
|
|
|
|
|
|
|
Total Assets |
|
|
|
7,299,171 |
|
7,402,880 |
The accompanying notes are an integral part
of this Unaudited Condensed Interim Consolidated Financial Statements.
Vasta
Platform Limited
Unaudited
Condensed Interim Consolidated Financial Statements
Six-months
period ended June 30, 2024
Unaudited Condensed Interim Consolidated Statements of Financial
Position as of June 30, 2024 and December 31, 2023
In thousands of R$, unless otherwise stated
Liabilities |
|
Note |
|
June 30, 2024 |
|
December 31, 2023 |
Current liabilities |
|
|
|
|
|
|
Bonds |
|
14 |
|
21,536 |
|
541,763 |
Suppliers |
|
15 |
|
206,893 |
|
221,291 |
Reverse factoring |
|
15 |
|
257,536 |
|
263,948 |
Lease liabilities |
|
16 |
|
14,544 |
|
17,078 |
Income tax and social contribution payable |
|
|
|
2,314 |
|
- |
Taxes payable |
|
|
|
4,961 |
|
7,821 |
Salaries and social contributions |
|
19 |
|
99,738 |
|
104,406 |
Contractual obligations and deferred income |
|
17 |
|
30,564 |
|
32,815 |
Accounts payable for business combination and acquisition of associates |
|
18 |
|
206,261 |
|
216,728 |
Other liabilities |
|
|
|
16,634 |
|
26,382 |
Other liabilities - related parties |
|
20 |
|
13,343 |
|
15,060 |
Total current liabilities |
|
|
|
874,324 |
|
1,447,292 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Bonds |
|
14 |
|
746,923 |
|
250,000 |
Lease liabilities |
|
16 |
|
78,434 |
|
79,579 |
Accounts payable for business combination and acquisition of associates |
|
18 |
|
412,569 |
|
397,392 |
Provision for tax, civil and labor losses |
|
21.a |
|
721,166 |
|
697,990 |
Other liabilities |
|
|
|
7,124 |
|
9,836 |
Total non-current liabilities |
|
|
|
1,966,216 |
|
1,434,797 |
|
|
|
|
|
|
|
Total current and non-current liabilities |
|
|
|
2,840,540 |
|
2,882,089 |
|
|
|
|
|
|
|
Shareholder's Equity |
|
|
|
|
|
|
Share capital |
|
23.1 |
|
4,820,815 |
|
4,820,815 |
Capital reserve |
|
23.3 |
|
90,211 |
|
89,627 |
Treasury shares |
|
23.4 |
|
(77,911) |
|
(59,525) |
Accumulated losses |
|
|
|
(375,409) |
|
(331,559) |
|
|
|
|
4,457,706 |
|
4,519,358 |
|
|
|
|
|
|
|
Interest of non-controlling shareholders |
|
|
|
925 |
|
1,433 |
|
|
|
|
|
|
|
Total Shareholder's Equity |
|
|
|
4,458,631 |
|
4,520,791 |
|
|
|
|
|
|
|
Total Liabilities and Shareholder's Equity |
|
|
|
7,299,171 |
|
7,402,880 |
The accompanying notes are an integral part
of this Unaudited Condensed Interim Consolidated Financial Statements.
Vasta
Platform Limited
Unaudited
Condensed Interim Consolidated Financial Statements
Six-months
period ended June 30, 2024
Unaudited Condensed Interim Consolidated Statements
of Profit or Loss and Other Comprehensive Profit or Loss for the six-months period ended June 30, 2024 and 2023
In thousands of R$, except for profit (loss) per share
|
Note |
|
April to June 30,
2024 |
|
April to June 30,
2023 |
|
June 30,
2024 |
|
June 30,
2023 |
Net revenue from sales and services |
24 |
|
294,352 |
|
271,396 |
|
755,068 |
|
674,231 |
Sales |
|
|
272,433 |
|
246,960 |
|
714,978 |
|
628,315 |
Services |
|
|
21,919 |
|
24,436 |
|
40,090 |
|
45,916 |
|
|
|
|
|
|
|
|
|
|
Cost of goods sold and services |
25 |
|
(130,767) |
|
(119,177) |
|
(270,850) |
|
(274,303) |
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
163,585 |
|
152,219 |
|
484,218 |
|
399,928 |
|
|
|
|
|
|
|
|
|
|
Operating income (expenses) |
|
|
(206,920) |
|
(207,463) |
|
(431,502) |
|
(395,191) |
General and administrative expenses |
25 |
|
(122,909) |
|
(118,091) |
|
(262,811) |
|
(245,372) |
Commercial expenses |
25 |
|
(73,578) |
|
(64,863) |
|
(146,838) |
|
(115,924) |
Impairment losses on trade receivables |
25 |
|
(10,149) |
|
(1,028) |
|
(23,354) |
|
(11,408) |
Other operating income |
25 |
|
22 |
|
9,487 |
|
2,002 |
|
10,481 |
Other operating expenses |
25 |
|
(306) |
|
(32,968) |
|
(501) |
|
(32,968) |
|
|
|
|
|
|
|
|
|
|
Share of loss equity-accounted investees |
11 |
|
(3,968) |
|
(2,126) |
|
(7,028) |
|
(2,654) |
|
|
|
|
|
|
|
|
|
|
(Loss) profit before finance result and taxes |
|
|
(47,303) |
|
(57,370) |
|
45,688 |
|
2,083 |
|
|
|
|
|
|
|
|
|
|
Finance result |
|
|
|
|
|
|
|
|
|
Finance income |
26 |
|
16,187 |
|
17,470 |
|
29,730 |
|
34,101 |
Finance costs |
26 |
|
(63,974) |
|
(82,754) |
|
(133,784) |
|
(158,570) |
|
|
|
|
|
|
|
|
|
|
Loss before income tax and social contribution |
|
|
(95,090) |
|
(122,654) |
|
(58,366) |
|
(122,386) |
|
|
|
|
|
|
|
|
|
|
Income tax and social contribution |
|
|
|
|
|
|
|
|
|
Current |
22.a |
|
5,183 |
|
3,917 |
|
(1,790) |
|
2,463 |
Deferred |
22.a |
|
23,736 |
|
40,126 |
|
15,927 |
|
39,088 |
|
|
|
28,919 |
|
44,043 |
|
14,137 |
|
41,551 |
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
(66,171) |
|
(78,611) |
|
(44,229) |
|
(80,835) |
|
|
|
|
|
|
|
|
|
|
Allocated to: |
|
|
|
|
|
|
|
|
|
Controlling shareholders |
|
|
(66,022) |
|
(79,230) |
|
(43,850) |
|
(81,508) |
Non-controlling shareholders |
|
|
(149) |
|
619 |
|
(379) |
|
673 |
|
|
|
|
|
|
|
|
|
|
Loss per share |
|
|
|
|
|
|
|
|
|
Basic |
23.2 |
|
|
|
|
|
(0.52) |
|
(0.97) |
Diluted |
23.2 |
|
|
|
|
|
(0.52) |
|
(0.97) |
The accompanying notes are an integral part
of this Unaudited Condensed Interim Consolidated Financial Statements.
Vasta
Platform Limited
Unaudited
Condensed Interim Consolidated Financial Statements
Six-months
period ended June 30, 2024
Unaudited Condensed Interim Consolidated Statements
of Changes in Equity for the six-months period ended June 30, 2024 and 2023
In thousands of R$, unless otherwise stated
|
|
Share
Capital |
|
Capital
Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
Share Capital |
|
Share issuance
costs |
|
Share-based
compensation reserve (granted) |
|
Share-based
compensation
reserve (vested) |
|
Treasury shares |
|
Accumulated
losses |
|
Total Shareholders'
Equity |
|
Non-controlling
shareholders |
|
Total Shareholders'
Equity |
Balance
as of December 31, 2022 |
|
4,961,988
|
|
(141,173) |
|
46,245
|
|
34,286
|
|
(23,880) |
|
(247,787) |
|
4,629,679
|
|
-
|
|
4,629,679
|
Loss
for the period |
|
-
|
|
|
|
-
|
|
-
|
|
|
|
(81,508) |
|
(81,508) |
|
673 |
|
(80,835) |
Share based compensations
granted and issued |
|
-
|
|
-
|
|
8,226
|
|
-
|
|
-
|
|
-
|
|
8,226
|
|
-
|
|
8,226
|
Share based compensations
vested |
|
-
|
|
-
|
|
(1,767) |
|
-
|
|
1,767 |
|
-
|
|
- |
|
-
|
|
- |
(loss) gain on the sale
of treasury shares |
|
|
|
|
|
(327) |
|
- |
|
327 |
|
- |
|
- |
|
- |
|
|
Non-controlling shareholders |
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
- |
|
2,869
|
|
2,869 |
Balance
as of June 30, 2023 |
|
4,961,988 |
|
(141,173) |
|
52,377
|
|
34,286
|
|
(21,786) |
|
(329,295) |
|
4,556,397
|
|
3,542 |
|
4,559,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December
31, 2023 |
|
4,961,988 |
|
(141,173) |
|
55,341
|
|
34,286
|
|
(59,525) |
|
(331,559) |
|
4,519,358
|
|
1,433
|
|
4,520,791
|
Loss
for the period |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(43,850) |
|
(43,850) |
|
(379) |
|
(44,229) |
Share based compensations
granted and issued |
|
- |
|
- |
|
4,729
|
|
- |
|
- |
|
- |
|
4,729
|
|
- |
|
4,729
|
Share based compensations
vested |
|
- |
|
- |
|
(4,145) |
|
- |
|
4,145 |
|
- |
|
- |
|
- |
|
- |
Repurchase shares on treasury
(note 23.4) |
|
- |
|
- |
|
- |
|
- |
|
(22,531) |
|
- |
|
(22,531) |
|
- |
|
(22,531) |
Non-controlling shareholders |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(129) |
|
(129) |
Balance as of June 30,
2024 |
|
4,961,988
|
|
(141,173) |
|
55,925
|
|
34,286
|
|
(77,911) |
|
(375,409) |
|
4,457,706
|
|
925
|
|
4,458,631
|
The accompanying notes are an integral part
of this Unaudited Condensed Interim Consolidated Financial Statements.
Vasta
Platform Limited
Unaudited
Condensed Interim Consolidated
Financial
Statements as of six-months period ended June 30, 2024
In
thousands of R$, unless otherwise stated.
Unaudited Condensed Interim Consolidated Statements
of Cash Flows for the six-months period ended June 30, 2024 and 2023
In thousands of R$ unless otherwise stated
|
|
|
June 30, |
|
Notes |
|
2024 |
|
2023 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
Loss before income tax and social contribution |
|
|
(58,366) |
|
(122,386) |
Adjustments for: |
|
|
|
|
|
Depreciation and amortization |
12 and 13 |
|
141,252 |
|
140,608 |
Share of loss profit of equity-accounted investees |
11 |
|
7,028 |
|
2,654 |
Impairment losses on trade receivables |
9 |
|
23,354 |
|
11,408 |
Provision (reversal) for tax, civil and labor losses, net |
21.a |
|
458 |
|
(9,165) |
Provision on accounts payable for business combination |
25 |
|
- |
|
23,562 |
Interest on provision for tax, civil and labor losses |
21.a |
|
22,859 |
|
31,114 |
Interest on bonds |
14 |
|
48,409 |
|
60,853 |
Contractual obligations and right to returned goods |
|
|
(1,551) |
|
17,823 |
Interest on accounts payable for business combination and acquisition of associates |
18 |
|
30,472 |
|
34,987 |
Interest on suppliers |
26 |
|
22,684 |
|
15,180 |
Share-based payment expense |
|
|
4,729 |
|
8,226 |
Interest on lease liabilities |
16 |
|
4,702 |
|
6,260 |
Interest from financial investments and marketable securities |
26 |
|
(12,144) |
|
(19,633) |
Cancellations of right-of-use contracts |
|
|
(1,951) |
|
- |
Residual value of disposals of property and equipment and intangible assets |
12 and 13 |
|
1,187 |
|
(231) |
|
|
|
233,122 |
|
201,260 |
Changes in |
|
|
|
|
|
Trade receivables |
|
|
12,568 |
|
71,653 |
Inventories |
|
|
11,088 |
|
(13,104) |
Prepayments |
|
|
(10,358) |
|
(21,562) |
Taxes recoverable |
|
|
2,605 |
|
4,838 |
Judicial deposits and escrow accounts |
|
|
(11,491) |
|
(665) |
Other receivables |
|
|
569 |
|
105 |
Related parties – other receivables |
|
|
(3,832) |
|
1,729 |
Suppliers |
|
|
(43,494) |
|
21,366 |
Salaries and social charges |
|
|
(4,668) |
|
(843) |
Tax payable |
|
|
(546) |
|
(5,140) |
Contractual obligations and deferred income |
|
|
(700) |
|
(31,707) |
Other liabilities |
|
|
(11,933) |
|
(5,682) |
Other liabilities - related parties |
|
|
(1,717) |
|
(55) |
Cash from operating activities |
|
|
171,213 |
|
222,193 |
Payment of interest on leases |
16 |
|
(4,608) |
|
(7,086) |
Payment of interest on bonds |
14 |
|
(77,996) |
|
(57,915) |
Payment of interest on business combinations |
18 |
|
(5,815) |
|
(7,768) |
Income tax and social contribution paid |
|
|
- |
|
(665) |
Payment of provision for tax, civil and labor losses |
21.a |
|
(198) |
|
(739) |
Net cash from operating activities |
|
|
82,596 |
|
148,020 |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
Acquisition of property and equipment |
12 |
|
(10,893) |
|
(9,348) |
Additions of intangible assets |
13 |
|
(56,856) |
|
(60,013) |
Acquisition of subsidiaries net of cash acquired |
|
|
- |
|
(3,212) |
Proceeds from investment in marketable securities |
|
|
(513,579) |
|
(625,621) |
Purchase of investment in marketable securities |
|
|
498,674 |
|
640,766 |
Net cash used in investing activities |
|
|
(82,654) |
|
(57,428) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
Repurchase shares on treasury |
23.4 |
|
(22,531) |
|
- |
Lease liabilities paid |
16 |
|
(8,087) |
|
(13,918) |
Payments of bonds |
14 |
|
(490,000) |
|
- |
Issuance of securities with related parties |
14 |
|
495,627 |
|
- |
Payments of accounts payable for business combination |
18 |
|
(19,947) |
|
(84,171) |
Net cash used in financing activities |
|
|
(44,938) |
|
(98,089) |
NET DECREASE IN CASH AND CASH EQUIVALENTS |
|
|
(44,996) |
|
(7,497) |
Cash and cash equivalents at beginning of period |
7 |
|
95,864 |
|
45,765 |
Cash and cash equivalents at end of period |
7 |
|
50,868 |
|
38,268 |
NET DECREASE IN CASH AND CASH EQUIVALENTS |
|
|
(44,996) |
|
(7,497) |
The accompanying notes are an integral part of this Unaudited Condensed
Interim Consolidated Financial Statements.
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
Notes to the Unaudited Condensed Interim Consolidated
Financial Statements
(Amounts in thousands of R$, unless otherwise stated)
1. The Company and Basis of Presentation
1.1. The Company
Vasta Platform
Limited, together with its subsidiaries (the Company or Group) is a publicly held company incorporated in the Cayman Islands on October
16, 2019, with headquarters in the city of São Paulo, Brazil. The Company is a technology-powered
education content providing end-to-end educational and digital solutions that cater to all needs of private schools operating
in the K-12 educational segment. Vasta’s fiscal year begins on January 1 of each year and ends on December 31 of
the same year.
The Company is a subsidiary of Cogna Educação
S.A. (Cogna Educação S.A. and its subsidiaries defined as “Cogna Group”), and since July 31, 2020, VASTA Platform
Limited. has been a publicly-held company registered with SEC (“The US Securities and
Exchange Commission) and its shares are traded on Nasdaq Global Select Market under ticker symbol “VSTA”.
2. Basis of accounting
These Interim Financial Statements for the six-month
period ended June 30, 2024, have been prepared in accordance with the IAS 34 – Interim Financial reporting – and should be
read in conjunction with the Group’s last annual Consolidated Financial Statements as at and for the year ended December 31, 2023
(‘last annual financial statements’). They do not include all the information required for a complete set of financial statements
prepared in accordance with International Financial Reporting Standards (IFRS) standards. However, selected explanatory notes are included
to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position
and performance since the last annual financial statements.
The Unaudited Condensed Interim Consolidated Financial
Statements as of June 30, 2024 are presented in thousands of Brazilian Reais (“R$”), which is the Company functional currency.
All financial information presented in R$ has been rounded to the nearest thousands, except as otherwise indicated.
(a) Basis
of consolidation and investments in other companies
|
|
Interest |
Company |
|
June 30, 2024 |
|
December 31, 2023 |
Somos Sistemas de Ensino S.A. (“Somos Sistemas”) |
|
100% |
|
100% |
A & R Comercio e Serviços de Informática Ltda. (“Pluri”) |
|
100% |
|
100% |
Colégio Anglo São Paulo Ltda. (“Anglo São Paulo”) |
|
100% |
|
100% |
Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”) |
|
100% |
|
100% |
MVP Consultoria e Sistemas Ltda. (“MVP”) |
|
100% |
|
100% |
Sociedade Educacional da Lagoa Ltda (“SEL”) |
|
100% |
|
100% |
EMME – Produções de Materiais em Multimídia Ltda (“EMME”) |
|
100% |
|
100% |
Escola Start Ltda. (“Start”) |
|
51% |
|
51% |
These Unaudited Condensed Interim Consolidated
Financial Statements were authorized for issue by the Executive Board on August 05, 2024.
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
3. Use of estimates and judgements
In preparing the Interim Financial Statements,
Management has made judgements and estimates that affect the application of Company´s accounting policies and the reported amounts
of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The significant judgments made by management in
applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last
annual financial statements.
Those estimates and assumptions are continually
evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable
and relevant under the circumstances. Revisions to estimates are recognized prospectively.
In estimating the fair value of an asset or a
liability, the Company uses market-observable data to the extent it is available. All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:
Measurement of fair values
| · | Level 1 - Quoted (unadjusted) market prices in
active markets for identical assets or liabilities. |
| · | Level 2 - Valuation techniques for which the
lowest level input that is significant to the fair value measurement is directly or indirectly observable. |
| · | Level 3 - Valuation techniques for which the
lowest level input that is significant to the fair value measurement is unobservable. |
Where Level 1 inputs are not available, if needed,
the Company engages third party qualified appraisers to perform the valuation using Level 2 and / or Level 3 inputs. The Company’s
management establishes the appropriate valuation techniques and inputs to the model, working closely with the qualified external advisors
when they are engaged in such activities.
The valuations of identifiable assets and contingent
liabilities in business combinations could be particularly sensitive to changes in one or more unobservable inputs considered in the valuation
process.
4. Material
accounting policies and new and not yet effective accounting standards
The accounting policies applied in these interim
financial statements are the same as those applied in the Company’s consolidated financial statements as at and for the year ended
December 31, 2023. The accounting policies have been consistently applied to all consolidated companies. There are no new accounting policies
that could be applicable since January 1, 2024, or early adopted in the Unaudited Condensed Interim Consolidated Financial Statements.
5. Financial Risk Management
The Company has a risk management policy for 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.
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
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.
| a. | 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 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:
|
June 30, 2024 |
|
December 31, 2023 |
|
Interest rate |
Bonds |
|
|
|
|
|
Private bonds – 9th Issuance – series 2 |
261,958 |
|
263,904 |
|
CDI + 2.40% p.a. |
Private bonds – 10th Issuance – series 2 |
496,180 |
|
- |
|
CDI + 1.35% p.a. and CDI + 1.60% p.a. |
Bonds – 1st Issuance – single |
10,321 |
|
527,859 |
|
CDI + 2.30% p.a. |
Lease liabilities |
92,978 |
|
96,657 |
|
IPCA |
Accounts payable for business combination and acquisition of associates |
618,830 |
|
614,120 |
|
CDI |
|
1,480,267 |
|
1,502,539 |
|
|
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), 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 7 and 8.
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 expected credit losses have been recorded (note 9).
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
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
if 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 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.
Financial liabilities by maturity ranges
June 30, 2024 |
|
Less than one year |
|
Between one and two years |
|
Over two years |
|
Total |
Bonds (note 14) |
|
21,536 |
|
248,803 |
|
498,120 |
|
768,459 |
Lease liabilities (note 16) |
|
14,544 |
|
15,971 |
|
62,463 |
|
92,978 |
Accounts payable for business combination and acquisition of associates (note 18) |
|
206,261 |
|
203,345 |
|
209,224 |
|
618,830 |
Suppliers (note 15) |
|
206,893 |
|
- |
|
- |
|
206,893 |
Reverse factoring (note 15) |
|
257,536 |
|
- |
|
- |
|
257,536 |
Other liabilities - related parties (note 20) |
|
13,343 |
|
- |
|
- |
|
13,343 |
|
|
720,113 |
|
468,119 |
|
769,807 |
|
1,958,039 |
The table below reflects the estimated interest
rate based on CDI and IPCA for 12 months (11.80% p.a. and 4.23% p.a., respectively), in according to contractual rates on June 30, 2024.
Amounts payable refer to principal and interest based on undiscounted contractual amounts and, therefore, do not reflect the financial
position presented as of June 30, 2024:
June 30, 2024 |
|
Less than one year |
|
Between one and two years |
|
Over two years |
|
Total |
Bonds (note 14) |
|
24,076 |
|
278,150 |
|
556,874 |
|
859,100 |
Lease liabilities (note 16) |
|
15,159 |
|
16,646 |
|
65,104 |
|
96,909 |
Accounts payable for business combination and acquisition of associates (note 18) |
|
230,590 |
|
227,330 |
|
233,902 |
|
691,822 |
Suppliers (note 15) |
|
231,296 |
|
- |
|
- |
|
231,296 |
Reverse Factoring (note 15) |
|
287,913 |
|
- |
|
- |
|
287,913 |
Other liabilities - related parties (note 20) |
|
14,917 |
|
- |
|
- |
|
14,917 |
|
|
803,951 |
|
522,126 |
|
855,880 |
|
2,181,957 |
Capital management
The Company’s objectives when managing capital
are to safeguard its ability to continue as a going concern 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.
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
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.
|
June 30, 2024 |
|
December 31, 2023 |
Net debt (i) |
1,907,171 |
|
1,906,975 |
Total shareholder’' equity |
4,458,631 |
|
4,520,791 |
Total capitalization (ii) |
2,551,460 |
|
2,613,816 |
Gearing ratio - % - (iii) |
75% |
|
73% |
| (i) | Net debt comprises financial liabilities (note 6) 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 11.80% p.a. as per DI Interest Deposit rate (“CDI”), and 4.23% p.a. as per IPCA
reference rates disclosed by B3 S.A. (Brazilian stock exchange). Two further scenarios are presented, respectively, a 15% interest rate
drop in scenario I and 30% interest rate drop in scenario II, of the projected rates.
|
|
Index - % per year |
|
Balance as of June 30, 2024 |
|
Base scenario |
|
Scenario I |
|
Scenario II |
Financial investments |
|
107% of CDI |
|
47,673 |
|
5,623 |
|
4,780 |
|
3,936 |
Marketable securities |
|
98% of CDI |
|
272,991 |
|
32,200 |
|
27,370 |
|
22,540 |
|
|
|
|
320,664 |
|
37,823 |
|
32,150 |
|
26,476 |
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
100% of CDI + 2,40%p.a. 1,60%p.a. and 2,30% p.a. |
|
(768,459) |
|
(90,641) |
|
(77,045) |
|
(63,449) |
Lease liabilities |
|
100% of IPCA |
|
(92,978) |
|
(3,931) |
|
(3,341) |
|
(2,752) |
Accounts payable for business combination and acquisition of associates |
|
100% of CDI |
|
(618,830) |
|
(72,992) |
|
(62,043) |
|
(51,095) |
|
|
|
|
(1,480,267) |
|
(167,564) |
|
(142,429) |
|
(117,296) |
Net exposure |
|
|
|
(1,159,603) |
|
(129,741) |
|
(110,279) |
|
(90,820) |
Interest rate -% p.a. (CDI) |
|
- |
|
- |
|
11.80% |
|
10.03% |
|
8.26% |
Interest rate -% p.a. (IPCA) |
|
- |
|
- |
|
4.23% |
|
3.59% |
|
2.96% |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
6. Financial Instruments by Category
The Company holds the
following financial instruments. The Company has not disclosed the fair values of the financial instruments, because their carrying amounts
approximates fair value.
|
Level |
|
June 30, 2024 |
|
December 31, 2023 |
Assets - Amortized cost |
|
|
|
|
|
Cash and cash equivalents |
|
|
50,868 |
|
95,864 |
Trade receivables |
|
|
661,590 |
|
697,512 |
Other receivables |
|
|
1,516 |
|
2,085 |
Other receivables - related parties |
|
|
10,989 |
|
7,157 |
|
|
|
724,963 |
|
802,618 |
|
|
|
|
|
|
Assets - Fair value through profit or loss |
|
|
|
|
|
Marketable securities |
1 |
|
272,991 |
|
245,942 |
Other investments and interests in entities |
3 |
|
9,879 |
|
9,879 |
|
|
|
282,870 |
|
255,821 |
|
|
|
|
|
|
Liabilities - Amortized cost |
|
|
|
|
|
Bonds |
|
|
768,459 |
|
791,763 |
Lease liabilities |
|
|
92,978 |
|
96,657 |
Reverse factoring |
|
|
257,536 |
|
263,948 |
Suppliers |
|
|
206,893 |
|
221,291 |
Accounts payable for business combination and acquisition of associates |
|
|
610,420 |
|
587,917 |
Other liabilities - related parties |
|
|
13,343 |
|
15,060 |
|
|
|
1,949,629 |
|
1,976,636 |
|
|
|
|
|
|
Liabilities - Fair value through profit or loss |
|
|
8,410 |
|
26,203 |
Accounts payable for business combination and acquisition of associates (i) |
3 |
|
8,410 |
|
26,203 |
| (i) | Refers to a earn out remeasured based on economic activity of the acquired entity (post-closing price
adjustments). Valuation techniques and significant unobservable inputs related to measurement are consistent with disclosures described
in last annual financial statements. |
Fair Value Measurements
– Level 3
| a. | Reconciliation to the closing balances |
The following table shows the changes during
the period in measuring level 3 fair values:
Accounts payable for business combination- Level 3 |
|
December 31, 2023 |
|
Interest |
|
Payment |
|
June 30, 2024 |
Sociedade Educacional da Lagoa |
|
17,920 |
|
153 |
|
(18,073) |
|
- |
Phidelis |
|
8,283 |
|
127 |
|
- |
|
8,410 |
|
|
26,203 |
|
280 |
|
(18,073) |
|
8,410 |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
7. Cash and cash equivalents
The balance of this account comprises the following amounts:
|
June 30, 2024 |
|
December 31, 2023 |
Cash |
2 |
|
2 |
Bank account |
3,193 |
|
3,407 |
Financial investments (i) |
47,673 |
|
92,455 |
|
50,868 |
|
95,864 |
| (i) | The Company invests in short-term fixed income investment funds with daily liquidity and no material risk
of change in value. Financial investments presented an average gross yield of 107% of the annual CDI rate on June 30, 2024 (104% on December
31, 2023). All investments are highly liquid investments that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value and correspond to the cash obligations for the period. |
8. Marketable securities
|
Credit Risk |
|
June 30, 2024 |
|
December 31, 2023 |
Private investment fund |
AAA |
|
272,991 |
|
245,942 |
The average gross yield of private
investments fund is based on 98% CDI on June 30, 2024 (102% CDI on December 31, 2023).
9. Trade receivables
The balance of this account comprises the following amounts:
|
June 30, 2024 |
|
December 31, 2023 |
Trade receivables |
743,116 |
|
771,392 |
Related parties (note 20) |
12,017 |
|
18,137 |
(-) Impairment losses on trade receivables |
(93,543) |
|
(92,017) |
|
661,590 |
|
697,512 |
| b. | Maturities of trade receivables |
|
June 30, 2024 |
|
December 31, 2023 |
Not yet due |
506,038 |
|
541,656 |
Past due |
|
|
|
Up to 30 days |
47,532 |
|
33,749 |
From 31 to 60 days |
28,463 |
|
22,933 |
From 61 to 90 days |
29,783 |
|
25,584 |
From 91 to 180 days |
30,423 |
|
52,404 |
From 181 to 360 days |
47,729 |
|
61,782 |
Over 360 days |
53,148 |
|
33,284 |
Total past due |
237,078 |
|
229,736 |
Related parties (note 20) |
12,017 |
|
18,137 |
Impairment losses on trade receivables |
(93,543) |
|
(92,017) |
|
661,590 |
|
697,512 |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
The gross carrying amount of trade receivables
is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof.
Collection efforts continue to be made, even for the receivables that have been written off, and amounts recoverable are recognized directly
in Consolidated Statement of Profit or Loss and Other Comprehensive Income upon collection.
|
June 30, 2024 |
|
June 30, 2023 |
Opening balance |
92,017 |
|
69,481 |
Additions |
26,989 |
|
17,397 |
Reversals |
(3,635) |
|
(5,989) |
Write offs |
(21,828) |
|
(16,019) |
Closing balance |
93,543 |
|
64,870 |
10. Inventories
The balance of this account comprises the following amounts:
|
June 30, 2024 |
|
December 31, 2023 |
Finished products |
199,678 |
|
218,600 |
Work in process |
59,458 |
|
59,659 |
Raw materials |
25,445 |
|
16,663 |
Right to returned goods (i) |
4,840 |
|
5,587 |
|
289,421 |
|
300,509 |
| (i) | Represents the Company’s right to recover products from customers when customers exercise their
right of return under the Company’s returns policies, where the Company estimates the volume of goods returned based on experience
and foreseen expectations. |
11. Equity accounted investees
| a. | Composition of investments |
|
|
Investment type |
|
Interest % |
|
Equity |
|
Fair value |
|
Goodwill |
|
June 30, 2024 |
Educbank |
|
Associate |
|
43.1% |
|
17,594 |
|
6,076 |
|
33,786 |
|
57,456 |
|
|
|
|
|
|
17,594 |
|
6,076 |
|
33,786 |
|
57,456 |
|
|
Investment type |
|
Interest % |
|
Equity |
|
Fair value |
|
Goodwill |
|
December 31, 2023 |
Educbank |
|
Associate |
|
45% |
|
24,026 |
|
6,672 |
|
33,786 |
|
64,484 |
|
|
|
|
|
|
24,026 |
|
6,672 |
|
33,786 |
|
64,484 |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
| b. | Investments in associates |
|
|
Educbank |
December 31, 2022 |
|
83,139 |
Share of loss equity-accounted investees |
|
(2,654) |
June 30, 2023 |
|
80,485 |
|
|
|
December 31, 2023 |
|
64,484 |
Share of loss equity-accounted investees |
|
(7,028) |
June 30, 2024 |
|
57,456 |
12. Property, plant and equipment
The cost, weighted average depreciation
rates and accumulated depreciation are as follows:
|
|
|
June 30, 2024 |
|
December 31, 2023 |
|
Weighted average depreciation rate |
|
Cost |
|
Accumulated depreciation |
|
Net book value |
|
Cost |
|
Accumulated depreciation |
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IT equipment |
10%-33% |
|
89,752 |
|
(72,325) |
|
17,427 |
|
83,461 |
|
(61,849) |
|
21,612 |
Furniture, equipment and fittings |
10%-33% |
|
55,910 |
|
(36,457) |
|
19,453 |
|
54,986 |
|
(32,739) |
|
22,247 |
Property, buildings and improvements |
5%-20% |
|
54,342 |
|
(43,363) |
|
10,979 |
|
54,372 |
|
(43,555) |
|
10,817 |
In progress |
- |
|
17,952 |
|
- |
|
17,952 |
|
16,765 |
|
- |
|
16,765 |
Right of use assets |
12% |
|
164,552 |
|
(86,360) |
|
78,192 |
|
178,940 |
|
(98,932) |
|
80,008 |
Land |
- |
|
43 |
|
- |
|
43 |
|
43 |
|
- |
|
43 |
Total |
|
|
382,551 |
|
(238,505) |
|
144,046 |
|
388,567 |
|
(237,075) |
|
151,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in property, plant and equipment are as follows:
|
IT equipment |
|
Furniture, equipment and fittings |
|
Property, buildings and improvements |
|
In progress |
|
Right of use assets |
|
Land |
|
Total |
As of December 31, 2022 |
36,968 |
|
24,103 |
|
12,646 |
|
4,494 |
|
119,086 |
|
391 |
|
197,688 |
Additions |
2,054 |
|
3,785 |
|
- |
|
3,509 |
|
8,507 |
|
- |
|
17,855 |
Business combination |
- |
|
613 |
|
183 |
|
- |
|
- |
|
|
|
796 |
Disposals |
- |
|
(48) |
|
- |
|
- |
|
(2,250) |
|
- |
|
(2,298) |
Depreciation |
(8,945) |
|
(542) |
|
(2,779) |
|
- |
|
(15,487) |
|
- |
|
(27,753) |
Transfers |
- |
|
(3,920) |
|
4,295 |
|
(4,295) |
|
- |
|
- |
|
(3,920) |
As of June 30, 2023 |
30,077 |
|
23,991 |
|
14,345 |
|
3,708 |
|
109,856 |
|
391 |
|
182,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2023 |
21,612 |
|
22,247 |
|
10,817 |
|
16,765 |
|
80,008 |
|
43 |
|
151,492 |
Additions |
7,114 |
|
1,049 |
|
1,541 |
|
1,189 |
|
17,288 |
|
- |
|
28,181 |
Disposals |
(791) |
|
(301) |
|
(84) |
|
(2) |
|
(11,023) |
|
- |
|
(12,201) |
Depreciation |
(10,508) |
|
(3,542) |
|
(1,295) |
|
- |
|
(8,081) |
|
- |
|
(23,426) |
As of June 30, 2024 |
17,427 |
|
19,453 |
|
10,979 |
|
17,952 |
|
78,192 |
|
43 |
|
144,046 |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
13. Intangible Assets and Goodwill
The cost, weighted average amortization rates
and accumulated amortization of intangible assets and goodwill comprise the following amounts:
|
|
|
June 30, 2024 |
|
December 31, 2023 |
|
Weighted average depreciation rate |
|
Cost |
|
Accumulated depreciation |
|
Net book value |
|
Cost |
|
Accumulated depreciation |
|
Net book value |
Software |
20% |
|
350,776 |
|
(236,732) |
|
114,044 |
|
336,687 |
|
(221,986) |
|
114,701 |
Customer Portfolio |
8% |
|
1,198,555 |
|
(527,098) |
|
671,457 |
|
1,198,455 |
|
(475,803) |
|
722,652 |
Trademarks |
5% |
|
633,103 |
|
(153,680) |
|
479,423 |
|
633,154 |
|
(140,025) |
|
493,129 |
Trade Agreement |
8% |
|
243,114 |
|
(61,430) |
|
181,684 |
|
243,114 |
|
(49,049) |
|
194,065 |
Platform content production |
33% |
|
203,308 |
|
(144,300) |
|
59,008 |
|
178,033 |
|
(121,932) |
|
56,101 |
Other Intangible assets |
33% |
|
11,225 |
|
(5,027) |
|
6,198 |
|
11,236 |
|
(5,029) |
|
6,207 |
In progress |
0% |
|
20,907 |
|
- |
|
20,907 |
|
6,845 |
|
- |
|
6,845 |
Goodwill |
0% |
|
3,713,863 |
|
- |
|
3,713,863 |
|
3,713,863 |
|
- |
|
3,713,863 |
|
|
|
6,374,851 |
|
(1,128,267) |
|
5,246,584 |
|
6,321,387 |
|
(1,013,824) |
|
5,307,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
Changes in intangible assets and goodwill were as follows:
|
Software |
|
Customer Portfolio |
|
Trademarks |
|
Trade Agreement |
|
Platform content production |
|
Other Intangible assets |
|
In progress |
|
Goodwill |
|
Total |
As of December 31, 2022 |
80,722 |
|
823,183 |
|
518,615 |
|
218,827 |
|
48,370 |
|
7,281 |
|
18,958 |
|
3,711,721 |
|
5,427,677 |
Additions |
11,420 |
|
- |
|
- |
|
- |
|
29,548 |
|
- |
|
19,046 |
|
- |
|
60,014 |
Additions through business combinations |
- |
|
1,510 |
|
4,740 |
|
- |
|
- |
|
- |
|
- |
|
1,466 |
|
7,716 |
Amortization |
(15,926) |
|
(51,065) |
|
(13,654) |
|
(12,381) |
|
(19,829) |
|
- |
|
- |
|
- |
|
(112,855) |
Transfers |
23,565 |
|
- |
|
- |
|
- |
|
480 |
|
- |
|
(20,125) |
|
- |
|
3,920 |
As of June 30, 2023 |
99,781 |
|
773,628 |
|
509,701 |
|
206,446 |
|
58,569 |
|
7,281 |
|
17,879 |
|
3,713,187 |
|
5,386,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2023 |
114,701 |
|
722,652 |
|
493,129 |
|
194,065 |
|
56,101 |
|
6,207 |
|
6,845 |
|
3,713,863 |
|
5,307,563 |
Additions |
12,177 |
|
- |
|
- |
|
- |
|
25,429 |
|
- |
|
19,250 |
|
- |
|
56,856 |
Disposals |
- |
|
- |
|
- |
|
- |
|
- |
|
(9) |
|
- |
|
- |
|
(9) |
Amortization |
(18,022) |
|
(51,195) |
|
(13,706) |
|
(12,381) |
|
(22,522) |
|
- |
|
- |
|
- |
|
(117,826) |
Transfers |
5,188 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(5,188) |
|
- |
|
- |
As of June 30, 2024 |
114,044 |
|
671,457 |
|
479,423 |
|
181,684 |
|
59,008 |
|
6,198 |
|
20,907 |
|
3,713,863 |
|
5,246,584 |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
Goodwill impairment test
The Company performs its annual impairment test
in December and whenever circumstances indicate that the carrying value may be impaired. The Company’s impairment test for goodwill
is assessed by comparing it carrying amount with its recoverable amount. The key assumptions used to determine the recoverable amount
for the different cash generating units were disclosed in the annual consolidated financial statements for the year ended December 31,
2023.
There were no indications of impairment for six-month
periods ended June 30, 2024 and 2023.
14. Bonds
The balance of bonds comprises the following amounts:
|
December 31, 2023 |
|
Additions
(i) |
|
Payment of interest |
|
Payment |
|
Interest accrued |
|
Transaction cost of bonds |
|
Transfers |
|
June 30, 2024 |
Bonds with related parties (note 20) |
13,904 |
|
- |
|
(17,922) |
|
- |
|
16,611 |
|
- |
|
(1,378) |
|
11,215 |
Bonds |
527,859 |
|
- |
|
(60,074) |
|
(490,000) |
|
31,798 |
|
557 |
|
181 |
|
10,321 |
Current liabilities |
541,763 |
|
- |
|
(77,996) |
|
(490,000) |
|
48,409 |
|
557 |
|
(1,197) |
|
21,536 |
Bonds with related parties (note 20) |
250,000 |
|
495,627 |
|
- |
|
- |
|
- |
|
99 |
|
1,197 |
|
746,923 |
Non-current liabilities |
250,000 |
|
495,627 |
|
- |
|
- |
|
- |
|
99 |
|
1,197 |
|
746,923 |
Total |
791,763 |
|
495,627 |
|
(77,996) |
|
(490,000) |
|
48,409 |
|
656 |
|
- |
|
768,459 |
| (i) | On June 21, 2024, the Company issued simple debentures not convertible into shares, comprised of two series,
subject to remunerative interest of 100% of the CDI, plus a spread of 1.35% for the first series, and 1.60% for the second series, per
year, in the total amount of R$500,000. The debentures aim to strengthen the Company's capital structure and lengthen the maturity profile
of the debt, with the final payment term now set at 59 months. |
We present below the composition of interest and
principal payments considering the issues made:
Issuance |
|
Payments |
|
Interest |
SEDU21 – 9th. SOMOS 2nd. series |
|
02/15/2024 |
|
(17,922) |
GAGL11 - Somos Sistemas |
|
02/05/2024 |
|
(35,501) |
SEDU21 – 10th. SOMOS 1nd. series |
|
06/27/2024 |
|
(24,573) |
|
|
Total |
|
(77,996) |
|
December 31, 2022 |
|
Payment of interest |
|
Interest accrued |
|
Transaction cost of bonds |
|
Transfers |
|
June 30, 2023 |
Bonds with related parties |
63,325 |
|
(18,463) |
|
22,671 |
|
- |
|
- |
|
67,533 |
Bonds |
30,454 |
|
(39,452) |
|
38,182 |
|
509 |
|
(509) |
|
29,184 |
Current liabilities |
93,779 |
|
(57,915) |
|
60,853 |
|
509 |
|
(509) |
|
96,717 |
Bonds with related parties |
250,206 |
|
- |
|
- |
|
- |
|
- |
|
250,206 |
Bonds |
499,011 |
|
- |
|
- |
|
- |
|
509 |
|
499,520 |
Non-current liabilities |
749,217 |
|
- |
|
- |
|
- |
|
509 |
|
749,726 |
Total |
842,996 |
|
(57,915) |
|
60,853 |
|
509 |
|
- |
|
846,443 |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
See below the bonds outstanding on June 30, 2024:
Subscriber |
Related parties |
|
Related parties |
|
Third parties |
Issuance |
9th |
|
10th |
|
1st |
Series |
2nd Series |
|
2nd Series |
|
Single Series |
Date of issuance |
09/28/2022 |
|
06/21/2024 |
|
08/06/2021 |
Maturity date |
09/28/2025 |
|
05/15/2029 |
|
08/05/2024 |
First payment after |
36 months |
|
59 months |
|
35 months |
Remuneration payment |
Semi-annual interest |
|
Semi-annual interest |
|
Semi-annual interest |
Financials charges |
CDI + 2.40% p.a. |
|
CDI + 1.46% p.a. |
|
CDI + 2.30% p.a. |
Principal amount (in millions of R$) |
250 |
|
500 |
|
500 |
The maturities range of these accounts, considering related and third
parties are as follow:
Maturity of installments |
|
June 30, 2024 |
|
% |
|
December 31, 2023 |
|
% |
In up to one year |
|
21,536 |
|
2.8 |
|
541,763 |
|
68.4 |
Total current liabilities |
|
21,536 |
|
2.8 |
|
541,763 |
|
68.4 |
|
|
|
|
|
|
|
|
|
One to two years |
|
248,803 |
|
32.4 |
|
250,000 |
|
31.6 |
Two to three years |
|
274,871 |
|
35.7 |
|
- |
|
- |
Three years on |
|
223,249 |
|
29.1 |
|
- |
|
- |
Total non-current liabilities |
|
746,923 |
|
97.2 |
|
250,000 |
|
31.6 |
|
|
|
|
|
|
|
|
|
|
|
768,459 |
|
100.0 |
|
791,763 |
|
100.0 |
The maintenance of the contractual maturity of
debentures at their original maturities is subject to financial covenants, which are being complied with. The main assumptions adopted
in this calculation are described in the Financial Statements as of December 31, 2023. Additionally, the Company complied with all debt
commitments in the exercise applicable on December 31, 2023.
15. Suppliers
The balance of this account comprises the following amounts:
|
June 30, 2024 |
|
December 31, 2023 |
Local suppliers |
171,311 |
|
188,814 |
Related parties (note 20) |
16,673 |
|
11,247 |
Copyright |
18,909 |
|
21,230 |
Suppliers |
206,893 |
|
221,291 |
|
|
|
|
Reverse factoring (i) |
257,536 |
|
263,948 |
| (i) | As of June 30, 2024, the balance of reverse factoring was R$ 257,536 (R$ 263,948 as of December 31, 2023),
and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.00%
per month (as of December 31, 2023, the weighted average was 1.05% per month) and a maximum payment term of 360 days. The balance is initially
recognized net of the present value adjustment, which is subsequently recognized as a financial expense. |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
16. Lease liabilities
The lease agreements have an average term of 12 years and weighted
average rate of 9.58% p.a.
|
June 30, 2024 |
|
June 30, 2023 |
Opening balance |
96,657 |
|
140,563 |
Additions for new lease agreements |
10,434 |
|
- |
Renegotiation |
6,854 |
|
8,511 |
Cancelled contracts |
(12,974) |
|
(2,533) |
Interest |
4,702 |
|
6,260 |
Payment of interest |
(4,608) |
|
(7,086) |
Payment of principal |
(8,087) |
|
(13,918) |
|
92,978 |
|
131,797 |
Current liabilities |
14,544 |
|
23,635 |
Non-current liabilities |
78,434 |
|
108,162 |
|
92,978 |
|
131,797 |
Short-term leases (lease period of 12 months or
less) and leases of low-value assets (such as personal computers and office furniture) are recognized on a straight-line basis in rent
expenses for the period and are not included in lease liabilities. Fixed and variable lease payments, including those related to short-term
contracts and to low-value assets, were the following for the period ended June 30, 2024 and June 30, 2023:
|
|
June 30, 2024 |
|
June 30, 2023 |
Fixed payments |
|
12,695 |
|
21,004 |
Payments related to short-term contracts and low value assets, variable price contracts (note 25) |
|
15,526 |
|
17,705 |
|
|
28,200 |
|
38,709 |
17. Contractual obligations and
deferred income
|
|
June 30, 2024 |
|
December 31, 2023 |
Refund liability (i) |
|
30,555 |
|
32,613 |
Contract of exclusivity for processing payroll |
|
9 |
|
202 |
Current liabilities |
|
30,564 |
|
32,815 |
| (i) | Refers to the customer’s right to return goods. The Company business cycle is from October to September
for each year. |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
18. Accounts payable for business
combination and acquisition of associates
|
June 30, 2024 |
|
December 31, 2023 |
Meritt |
300 |
|
300 |
SEL |
- |
|
17,920 |
Redação Nota 1000 |
3,134 |
|
4,610 |
EMME |
8,742 |
|
8,500 |
Editora De Gouges |
599,737 |
|
570,027 |
Phidelis |
6,917 |
|
12,763 |
|
618,830 |
|
614,120 |
|
|
|
|
Current |
206,261 |
|
216,728 |
Non-current |
412,569 |
|
397,392 |
|
618,830 |
|
614,120 |
The changes in the balance are as follows:
|
June 30, 2024 |
|
June 30, 2023 |
Opening balance |
614,120 |
|
625,277 |
Additions |
- |
|
28,044 |
Cash payment |
- |
|
(4,100) |
Payments in installments |
(19,947) |
|
(84,171) |
Interest payment |
(5,815) |
|
(7,768) |
Interest adjustment |
30,472 |
|
34,987 |
Remeasurement |
- |
|
(649) |
Closing balance |
618,830 |
|
591,620 |
The maturity years of such balances as of June
30, 2024 are shown in the table below:
|
|
|
|
June 30, 2024 |
|
|
|
December 31, 2023 |
Maturity of installments |
|
Total |
|
% |
|
Total |
|
% |
In up to one year |
|
206,261 |
|
33.3 |
|
216,728 |
|
35.3 |
|
|
|
|
|
|
|
|
|
One to two years |
|
203,345 |
|
32.9 |
|
196,406 |
|
32.0 |
Two to three years |
|
209,224 |
|
33.8 |
|
200,986 |
|
32.7 |
|
|
412,569 |
|
66.7 |
|
397,392 |
|
64.7 |
|
|
618,830 |
|
100.0 |
|
614,120 |
|
100.0 |
19. Salaries and social contributions
|
June 3o, 2024 |
|
December 31, 2023 |
Salaries payable |
30,527 |
|
28,108 |
Social contribution payable |
18,559 |
|
25,327 |
Provision for vacation pay |
36,634 |
|
22,379 |
Provision for profit sharing (i) |
14,018 |
|
28,592 |
|
99,738 |
|
104,406 |
| (i) | The provision for profit sharing is based on qualitative and quantitative metrics determined by Board
of Directors. |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
20. Related parties
As presented in note 1, the Company is a subsidiary
of Cogna Educação S.A. and some of the Company’s transactions and arrangements involve entities that are subsidiaries
of Cogna Group. The effect of these transactions is reflected in these Interim Statements, with these related parties segregated by nature
of transaction measured on an arm’s length basis and determined by intercompany agreements and approved by the Company’s Management.
The balances and transactions between the Company
and its associates have been eliminated in the Company’s Consolidated Financial Statements. The balances and transactions between
related parties are shown below:
|
|
June 30, 2024 |
|
|
Other receivables (i) |
|
Trade receivables (note 9) |
|
Indemnification asset
(note 21c) |
|
Other payments (ii) |
|
Suppliers
(note 15) |
|
Bonds
(note 14) |
Cogna Educação S.A. |
|
2 |
|
- |
|
214,581 |
|
3,021 |
|
- |
|
758,138 |
Editora Ática S.A. |
|
7,310 |
|
4,171 |
|
- |
|
10,285 |
|
12,929 |
|
- |
Editora E Distribuidora Educacional S.A. |
|
1,390 |
|
469 |
|
- |
|
- |
|
- |
|
- |
Editora Scipione S.A. |
|
7 |
|
471 |
|
- |
|
- |
|
1,371 |
|
- |
Maxiprint Editora Ltda. |
|
1 |
|
2,507 |
|
- |
|
- |
|
8 |
|
- |
Saber Serviços Educacionais S.A. |
|
- |
|
175 |
|
- |
|
- |
|
- |
|
- |
Saraiva Educação S.A. |
|
2,250 |
|
3,147 |
|
- |
|
20 |
|
1,548 |
|
- |
SGE Comercio De Material Didatico Ltda. |
|
- |
|
- |
|
- |
|
- |
|
658 |
|
- |
Somos Idiomas S.A. |
|
24 |
|
102 |
|
- |
|
- |
|
150 |
|
- |
Anhanguera Educacional Participações S.A. |
|
5 |
|
424 |
|
- |
|
17 |
|
- |
|
- |
Others |
|
- |
|
551 |
|
- |
|
- |
|
9 |
|
- |
|
|
10,989 |
|
12,017 |
|
214,581 |
|
13,343 |
|
16,673 |
|
758,138 |
| (i) | Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the
Company to Cogna Group. |
| (ii) | Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses
shared with Cogna Group |
|
|
December 31, 2023 |
|
|
Other receivables |
|
Trade receivables (note 9) |
|
Indemnifi-cation asset
(note 21c) |
|
Other payments |
|
Suppliers
(note 15) |
|
Bonds
(note 14) |
Cogna Educação S.A. |
|
- |
|
- |
|
203,942 |
|
2,696 |
|
- |
|
263,904 |
Editora Ática S.A. |
|
4,424 |
|
6,536 |
|
- |
|
12,334 |
|
6,286 |
|
- |
Editora E Distribuidora Educacional S.A. |
|
1,256 |
|
477 |
|
- |
|
- |
|
- |
|
- |
Editora Scipione S.A. |
|
87 |
|
2,112 |
|
- |
|
- |
|
40 |
|
- |
Maxiprint Editora Ltda. |
|
1 |
|
4,659 |
|
- |
|
- |
|
- |
|
- |
Saraiva Educação S.A. |
|
1,099 |
|
3,495 |
|
- |
|
19 |
|
4,262 |
|
- |
Somos Idiomas S.A. |
|
146 |
|
2 |
|
- |
|
- |
|
- |
|
- |
Others |
|
144 |
|
856 |
|
- |
|
11 |
|
659 |
|
- |
|
|
7,157 |
|
18,137 |
|
203,942 |
|
15,060 |
|
11,247 |
|
263,904 |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
|
|
June 30, 2024 |
|
June 30, 2023 |
Transactions held: |
|
Revenues |
|
Finance costs (note 14) |
|
Cost Sharing |
|
Sublease |
|
Revenues |
|
Finance costs (note 14) |
|
Cost Sharing |
|
Sublease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cogna Educação S.A. |
|
- |
|
16,611 |
|
- |
|
- |
|
- |
|
22,671 |
|
- |
|
- |
Editora Atica S.A. |
|
11,029 |
|
- |
|
30,087 |
|
4,103 |
|
7,257 |
|
- |
|
1,945 |
|
4,540 |
Editora E Distribuidora Educacional SA. |
|
336 |
|
- |
|
- |
|
- |
|
355 |
|
- |
|
- |
|
- |
Editora Scipione SA. |
|
1,351 |
|
- |
|
- |
|
- |
|
1,636 |
|
- |
|
- |
|
- |
Maxiprint Editora Ltda. |
|
10,552 |
|
- |
|
- |
|
- |
|
4,888 |
|
- |
|
- |
|
- |
Saraiva Educacao SA. |
|
4,436 |
|
- |
|
- |
|
1,605 |
|
2,028 |
|
- |
|
- |
|
1,381 |
Somos Idiomas Ltda |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
304 |
SSE Serviços Educacionais Ltda. |
|
- |
|
- |
|
- |
|
- |
|
938 |
|
- |
|
- |
|
- |
|
|
27,704 |
|
16,611 |
|
30,087 |
|
5,708 |
|
17,102 |
|
22,671 |
|
1,945 |
|
6,225 |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
| a) | Compensation of key management personnel |
Key management personnel include the members of
the Board of Directors, Audit Committee, the CEO and the vice-presidents, for which the nature of the tasks performed were related to
the activities of the Company.
For the three-months period from April 01 to June
30, 2024, key management compensation, including charges and variable compensation amounted to R$ 2,736 (R$ 5,269 on June 30, 2023). The
Audit Committee and Board of Directors were established in July 2020.
The Key management personnel compensation
expenses comprised the following:
|
April 01, to June 30, 2024 |
|
April 01, to June 30, 2023 |
|
Short-term employee benefits |
2,272 |
|
2,686 |
|
Share-based compensation plan |
464 |
|
2,583 |
|
|
2,736 |
|
5,269 |
|
21. Provision for tax, civil
and labor losses and Judicial deposits and escrow accounts
The Company classifies the likelihood of loss
in judicial/administrative proceedings in which it is a defendant. Provisions are recorded for contingencies classified as probable loss
in an amount that Management, in conjunction with its legal advisors, believes is enough to cover probable losses or when related to contingences
resulting from business combinations.
The contingent liabilities are composed as follows:
The changes in provision for the periods ended
June 30, 2024 and June 30, 2023 were as follows:
|
|
December 31, 2023 |
|
Additions |
|
Reversals |
|
Interest |
|
Payments |
|
June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax proceedings (i) |
|
676,255 |
|
- |
|
(175) |
|
22,153 |
|
- |
|
698,233 |
Labor proceedings (ii) |
|
21,615 |
|
1,130 |
|
(589) |
|
755 |
|
(131) |
|
22,780 |
Civil proceedings |
|
120 |
|
289 |
|
(197) |
|
8 |
|
(67) |
|
153 |
Total |
|
697,990 |
|
1,419 |
|
(961) |
|
22,916 |
|
(198) |
|
721,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs (note 26) |
|
|
|
- |
|
- |
|
(22,859) |
|
|
|
|
General and administrative expenses (note 25) |
|
(1,417) |
|
959 |
|
- |
|
|
|
|
Total |
|
|
|
(1,417) |
|
959 |
|
(22,859) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indemnification asset - Former owner |
|
(2) |
|
2 |
|
(57) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
(1,419) |
|
961 |
|
(22,916) |
|
|
|
|
| (i) | Primarily refers to income tax positions taken by Somos and the Company in connection with a corporate
restructuring held by the predecessor in 2010, In 2018, given a tax assessment via an Infraction Notice received by the predecessor for
certain periods opened for tax audit coupled with unfavorable case law on a similar tax case also reached in 2018, the Company reassessed
this income tax position and recorded a liability, including interest and penalties. |
| (ii) | The Company is a party to labor demands, which mostly refer to proportional vacation, salary difference,
night shift premium, overtime and social charges, among others. There are no individual labor demands with material amounts that require
specific disclosure. |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
|
|
December 31, 2022 |
|
Additions |
|
Reversals |
|
Interest |
|
Payments |
|
June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax proceedings |
|
623,189 |
|
- |
|
(992) |
|
27,701 |
|
- |
|
649,898 |
Labor proceedings |
|
27,567 |
|
2,344 |
|
(11,053) |
|
3,440 |
|
(737) |
|
21,561 |
Civil proceedings |
|
496 |
|
58 |
|
(70) |
|
11 |
|
(2) |
|
493 |
Total |
|
651,252 |
|
2,402 |
|
(12,115) |
|
31,152 |
|
(739) |
|
671,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
|
|
|
- |
|
- |
|
(31,114) |
|
|
|
|
General and administrative expenses |
|
(2,399) |
|
11,564 |
|
- |
|
|
|
|
Income tax and social contribution |
|
- |
|
27 |
|
- |
|
|
|
|
Indemnification asset – Former owner |
|
(3) |
|
524 |
|
(38) |
|
|
|
|
Total |
|
|
|
(2,402) |
|
12,115 |
|
(31,152) |
|
|
|
|
| b. | Contingencies with possible losses |
As of June 30, 2024, the Company was party to
lawsuits classified as possible losses totaling R$ 52,926 (R$41,015 as of December 31, 2023), as shown below:
|
|
June 30,2024 |
|
December 31, 2023 |
Taxes |
|
6,516 |
|
5,413 |
Labor (i) |
|
30,658 |
|
24,988 |
Civil |
|
15,752 |
|
10,614 |
Total |
|
52,926 |
|
41,015 |
| (i) | The most relevant lawsuit involves a labor claim related to the payment of termination benefits and other
labor charges amounting to R$19,525. The Company was included in the legal process by the Court, on the allegation that it was part of
an Economic Group. There has never been any corporate, legal, or hierarchical relationship between the Company and the defendant. |
Judicial deposits and escrow accounts recorded
as non-current assets are as follows:
|
June 30, 2024 |
|
December 31, 2023 |
Tax proceedings |
2,751 |
|
1,899 |
Indemnification asset -Former owner |
1,404 |
|
1,347 |
Indemnification asset – Related parties (i) |
214,581 |
|
203,942 |
|
218,736 |
|
207,188 |
| (i) | Refers to an indemnification asset of the seller (Cogna) and recognized at the date of the business combination,
of the acquisition of Somos, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies
or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$214,581 (R$ 203,942 on December
31, 2023). This asset is indexed to CDI (Certificates of Interbank Deposits). |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
22. Current and Deferred Income
Tax and Social Contribution
| a. | Reconciliation of income tax and social contribution |
The reconciliation of income tax and social contribution expense is
as follows:
|
April to June, 2024 |
|
April to June, 2023 |
|
June 30, 2024 |
|
June 30, 2023 |
Loss before income tax and social contribution for the period |
(95,090) |
|
(122,654) |
|
(58,366) |
|
(122,386) |
Nominal statutory rate of income tax and social contribution |
34% |
|
34% |
|
34% |
|
34% |
IRPJ and CSLL calculated at the nominal rates |
32,331 |
|
41,702 |
|
19,844 |
|
41,611 |
Share of loss equity-accounted investees |
(1,350) |
|
(723) |
|
(2,390) |
|
(902) |
Permanent additions |
856 |
|
4,957 |
|
940 |
|
3,533 |
Net (exclusions) additions without contribution of deferred assets |
18 |
|
- |
|
48 |
|
- |
Difference in presumed (loss) profit rate of subsidiary |
(774) |
|
(133) |
|
(985) |
|
- |
Tax Contingencies IRPJ and CSLL |
- |
|
27 |
|
- |
|
27 |
Impairment write-off on tax loss carryforward |
(2,162) |
|
(1,788) |
|
(3,320) |
|
(2,719) |
Total IRPJ and CSLL |
28,919 |
|
44,042 |
|
14,137 |
|
41,550 |
Current IRPJ and CSLL in the result |
5,183 |
|
3,917 |
|
(1,790) |
|
2,463 |
Deferred IRPJ and CSLL in the result |
23,736 |
|
40,125 |
|
15,927 |
|
39,087 |
|
28,919 |
|
44,042 |
|
14,137 |
|
41,550 |
Effective tax rate |
(30%) |
|
(36%) |
|
(24%) |
|
(34%) |
| b. | Deferred income tax and social contribution |
Changes in deferred income tax and social contribution
assets and liabilities are as follows:
|
As of December 31, 2023 |
|
Effect on shareholder’s equity |
|
Effect on profit and loss |
|
As of June 30, 2024 |
Income tax/social contribution: |
|
|
|
|
|
|
|
Income tax and social contribution losses carryforwards (ii) |
594,361 |
|
(282) |
|
83,628 |
|
677,707 |
Temporary differences: |
|
|
|
|
|
|
|
Impairment losses on trade receivables |
28,012 |
|
- |
|
355 |
|
28,367 |
Provision for obsolete inventories |
3,099 |
|
- |
|
(3,099) |
|
- |
Imputed interest on suppliers |
(1,206) |
|
- |
|
1,206 |
|
- |
Provision for risks of tax, civil and labor losses |
(10,937) |
|
- |
|
7,355 |
|
(3,582) |
Refund liabilities and right to returned goods |
8,421 |
|
- |
|
(8,421) |
|
- |
Right of use assets |
31,301 |
|
- |
|
(29,822) |
|
1,479 |
Lease liabilities |
(25,684) |
|
- |
|
25,684 |
|
- |
Fair value adjustments on business combination and goodwill amortization (i) |
(470,342) |
|
- |
|
(65,129) |
|
(535,471) |
Other temporary difference |
48,428 |
|
- |
|
4,170 |
|
52,598 |
Deferred Assets, net |
205,453 |
|
(282) |
|
15,927 |
|
221,098 |
| (i) | Goodwill and fair value adjustments on business
combination comprise three components, being (i) goodwill and fair value adjustment of prior business combination by Somos; (ii) amortization
of fair value adjustment related to acquisition of the company; and (iii) deductibility of the acquisition goodwill for tax purposes as
allowed by tax law. |
| (ii) | The Company’s income tax and social contribution
loss carryforwards are primarily the result of tax amortization of goodwill and the amortization of certain intangibles recognized related
to the business combination in 2018. In accordance with Brazilian tax regulation, tax loss carryforwards have a limitation for
use of 30% of taxable profit generated in each year and do not expire. The tax benefit is expected to be realized over an estimated
6-year period beginning in 2026. |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
23. Shareholder’s Equity
23.1. Share Capital
The Company holds Class A shares in addition to
Class B shares (owned by Cogna).
On September 14, 2023, we announced a share repurchase
program, approved by our board of directors considering that it was in the commercial interests of the Company to enter the Repurchase
Plan. Under the repurchase program, we were entitled to repurchase up to R$ 62,500 (or US$12,500) in Class A common shares in the open
market, based on prevailing market prices, or in privately negotiated transactions, over a period that began on September 18, 2023, continuing
until the earlier of the completion of the repurchase. On March 31, 2024, the program was concluded with the repurchase of all shares.
As a result, the Company's share capital outstanding
on June 30, 2024, which excludes a total of 3,584,236 treasury shares, totals 80,065,651 shares, in amount of R$ 4,820,815, of which 64,436,093
Class B shares are owned by the Cogna Group and 15,629,558 are owned by third parties.
The Company’s Shareholders Agreement authorizes
the Board of Directors to grant restricted share units to certain executives and employees and other service providers with respect to
up to 3% (three per cent) of the issued and outstanding shares of the Company. Thus, on June 30, 2024, the Company has the following position
in Class A and B shares:
|
|
Class A Shares (units) |
|
Class B Shares (units) |
|
Total |
|
|
Free float |
|
Treasury shares (note 23.4) |
|
|
|
|
December 31,2023 |
|
16,566,142 |
|
2,647,652 |
|
64,436,093 |
|
83,649,887 |
ILP exercised |
|
140,831 |
|
- |
|
- |
|
140,831 |
Treasury shares |
|
- |
|
(140,831) |
|
- |
|
(140,831) |
Treasury shares purchased |
|
(1,077,415) |
|
1,077,415 |
|
- |
|
- |
June 30,2024 |
|
15,629,558 |
|
3,584,236 |
|
64,436,093 |
|
83,649,887 |
The Company’s shareholders on June 30, 2024
are as follows:
|
In units |
Company Shareholders |
Class A |
|
Class B |
|
Total |
Cogna Group |
- |
|
64,436,093 |
|
64,436,093 |
Free Float |
15,629,558 |
|
- |
|
15,629,558 |
Treasury shares (Note 23.4) |
3,584,236 |
|
- |
|
3,584,236 |
Total (%) |
23% |
|
77% |
|
83,649,887 |
23.2. Loss per share
The basic loss per share is measured by dividing
the result attributable to the Company’s shareholders by the weighted average common shares outstanding during the year. The Company
considers as diluted earnings per share, the number of common shares calculated added by the weighted average number of common shares
that should be issued upon conversion of all potentially dilutive shares into common shares; potentially dilutive shares were deemed to
have been converted into common shares at the beginning of the period.
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
|
June 30, 2024 |
|
June 30, 2023 |
Loss Attributable to Shareholder´s |
(43,850) |
|
(81,508) |
Weighted average number of ordinary shares outstanding (thousands) |
83,649 |
|
83,651 |
Total dilution effect |
- |
|
- |
Basic loss per share - R$ |
(0.52) |
|
(0.97) |
Diluted loss per share - R$ |
(0.52) |
|
(0.97) |
23.3. Capital reserve
The Company as of June 30, 2024 had one share-based
compensation plans, being:
| a) | Long Term Investment – (“ILP”) – Refers to two tranches granted being the first
issued on July 23, 2020 and November 10, 2020. The Company compensates part of its employees and management. This plan
will grant up to 3% of the Company’s class A share units. The Company will grant the limit of five tranches
approved by the Company’s Board of Directors. The fair value of share units is measured at fair value quoted on the grant date.
The plan has a vesting period corresponding to 5 years added by expected volatility of 30% and will be settled
with Company’s shares. All taxes and contributions are paid by the Company without additional costs to employees and management. This
program should be wholly settled with the delivery of the shares. The effect of events on share-based compensation in the Consolidated
Statement of Profit or Loss for the period ended June 3o, 2024 was R$ 3,749, being R$ 4,302 in
Shareholder’s the Equity and a debit of R$ 553 as labor charges in liabilities, due to share price fluctuation (R$ 6,828 being R$ 7,032 in
Shareholder’s the Equity and a debit of R$ 204 as labor charges in liabilities for the period ended
June 30, 2023). |
| b) | Long Term Investment – (“ILP”) – Performance Shares Units (PSU) – On August,
2023, the Board of Directors has approved a new long-term incentive plan (ILP), based on meeting certain targets, with granting in 2023
and vesting in 2026, 2027 and 2028, that generated dilution of 1.75% in Vasta shares. The effect of events on share-based compensation
in the Consolidated Statement of Profit or Loss for the period ended June 30, 2024 was R$ 2.184, being R$ 1,463 in
Shareholder’s the Equity and a credit of R$ 721 as labor charges in liabilities, due to share price fluctuation. |
23.4. Treasury Shares
In 2023 the Board of Directors has approved a
share repurchase program, or the Repurchase Program. Under the Repurchase Program, Vasta could repurchase up to R$ 62,500 (or US$12,500)
in Class A common shares in the open market, based on prevailing market prices, or in privately negotiated transactions, over a period
started on September 18, 2023, continuing until the earlier of the completion of the repurchase. On March 31, 2024, the program concluded
with the repurchase of 1,077,415 shares, corresponding to R$22,531.
Considering the above information, the amount
of the treasury shares on June 30, 2024 total R$77,911 (R$59,525 on December 31, 2023), corresponding to 3,584,236 treasury shares (2,647,652
on December 31,2023).
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
24. Net Revenue from sales and
Services
The breakdown of net sales of the Company is shown
below:
|
|
April to June 30, 2024 |
|
April to June 30, 2023 |
|
June 30,2024 |
|
June 30,2023 |
|
|
|
|
|
|
|
|
|
Net revenue |
|
|
|
|
|
|
|
|
Learning Systems |
|
266,568 |
|
202,802 |
|
524,130 |
|
472,481 |
Textbooks |
|
9,248 |
|
3,518 |
|
59,978 |
|
34,878 |
Complementary Education Services |
|
3,943 |
|
4,479 |
|
53,038 |
|
60,652 |
Other products and services (i) |
|
14,593 |
|
60,597 |
|
117,922 |
|
106,220 |
Total |
|
294,352 |
|
271,396 |
|
755,068 |
|
674,231 |
|
|
|
|
|
|
|
|
|
Sales |
|
272,433 |
|
246,960 |
|
714,978 |
|
628,315 |
Services |
|
21,919 |
|
24,436 |
|
40,090 |
|
45,916 |
|
|
294,352 |
|
271,396 |
|
755,068 |
|
674,231 |
| (i) | Includes sales to public government customers, amounting to R$ 69,031 on June 30, 2024 (R$ 40,453 on June
30,2023). |
The Company’s revenue is subject to seasonality
since the main deliveries of printed materials and digital materials to 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 delivered in the fourth quarter are
used by customers in the following school year and, therefore, fourth quarter results reflect the growth in the number of students from
one school year to the next, leading to higher revenue in general in the fourth quarter compared with the preceding quarters in each year.
Consequently, on aggregate, the seasonality of revenue generally produces higher revenue in the first and fourth quarters of our fiscal
year. In addition, the Company generally bills its 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 the Company’s
expenses is also seasonal. Due to the nature of the business cycle, the Company needs significant working capital, typically in September
or October of each year, in order to cover costs related to production and inventory accumulation, selling and marketing expenses, and
delivery of the 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.
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
25. Costs and Expenses by Nature
|
April 01, to June 30, 2024 |
|
April 01, to June 30, 2023 |
|
June 30, 2024 |
|
June 30, 2023 |
Raw materials and productions costs |
(82,476) |
|
(59,221) |
|
(167,492) |
|
(155,862) |
Salaries and payroll charges |
(77,441) |
|
(69,893) |
|
(160,996) |
|
(145,925) |
Depreciation and amortization |
(71,720) |
|
(69,823) |
|
(141,252) |
|
(140,608) |
Advertising and publicity |
(26,031) |
|
(28,547) |
|
(50,785) |
|
(44,422) |
Copyright |
(18,431) |
|
(14,934) |
|
(41,970) |
|
(40,222) |
General and administrative expenses - others |
(14,225) |
|
(21,376) |
|
(29,002) |
|
(20,431) |
Impairment losses on trade receivables |
(10,149) |
|
(1,028) |
|
(23,354) |
|
(11,408) |
Editorial costs |
(8,539) |
|
(11,308) |
|
(18,726) |
|
(26,375) |
Rent and condominium fees |
(3,450) |
|
(3,249) |
|
(15,526) |
|
(17,705) |
Travel |
(8,197) |
|
(9,273) |
|
(15,099) |
|
(12,856) |
Consulting and advisory services |
(6,845) |
|
(10,096) |
|
(14,946) |
|
(14,131) |
Third-party services |
(6,052) |
|
(2,701) |
|
(14,743) |
|
(14,414) |
Utilities, cleaning and security |
(3,055) |
|
(4,021) |
|
(6,705) |
|
(8,196) |
Provision for obsolete inventories |
(1,702) |
|
(4,217) |
|
(4,579) |
|
(7,240) |
Taxes and contributions |
(1,231) |
|
(387) |
|
(2,130) |
|
(387) |
Material |
(936) |
|
(812) |
|
(1,792) |
|
(1,140) |
Other operating expenses |
(313) |
|
- |
|
(507) |
|
- |
Other operating income |
22 |
|
- |
|
2,002 |
|
- |
Income from lease and sublease agreements with related parties |
3,253 |
|
3,066 |
|
5,708 |
|
6,225 |
(Reversal) provision for tax, civil and labor losses |
(169) |
|
4,742 |
|
(458) |
|
9,165 |
Other operating expenses – price adjustment |
- |
|
(23,562) |
|
- |
|
(23,562) |
|
(337,687) |
|
(326,640) |
|
(702,352) |
|
(669,494) |
|
|
|
|
|
|
|
|
Cost of sales and services |
(130,767) |
|
(119,177) |
|
(270,850) |
|
(274,303) |
Commercial expenses |
(73,578) |
|
(64,863) |
|
(146,838) |
|
(115,924) |
General and administrative expenses |
(122,909) |
|
(118,091) |
|
(262,811) |
|
(245,372) |
Impairment losses on trade receivable |
(10,149) |
|
(1,028) |
|
(23,354) |
|
(11,408) |
Other operating income |
22 |
|
9,487 |
|
2,002 |
|
10,481 |
Other operating expenses |
(306) |
|
(32,968) |
|
(501) |
|
(32,968) |
|
(337,687) |
|
(326,640) |
|
(702,352) |
|
(669,494) |
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
26. Finance result
|
April 01, to June 30,2024 |
|
April 01, to June 30,2023 |
|
June 30, 2024 |
|
June 30, 2023 |
Finance income |
|
|
|
|
|
|
|
Income from financial investments and marketable securities (i) |
6,359 |
|
10,216 |
|
12,144 |
|
19,633 |
Finance income from indemnification assets and contingencies (ii) |
6,132 |
|
5,913 |
|
11,516 |
|
11,744 |
Other finance income |
3,696 |
|
1,341 |
|
6,070 |
|
2,724 |
|
16,187 |
|
17,470 |
|
29,730 |
|
34,101 |
Finance costs |
|
|
|
|
|
|
|
Interest on bonds |
(23,955) |
|
(30,262) |
|
(48,409) |
|
(60,853) |
Interest on account payables for business combinations |
(14,808) |
|
(16,956) |
|
(30,472) |
|
(34,987) |
Interest on suppliers |
(10,184) |
|
(8,106) |
|
(22,684) |
|
(15,180) |
Bank and collection fees |
(316) |
|
(1,918) |
|
(1,158) |
|
(5,198) |
Interest on provision for tax, civil and labor losses |
(10,580) |
|
(22,630) |
|
(22,859) |
|
(31,114) |
Interest on lease liabilities |
(2,589) |
|
(2,875) |
|
(4,702) |
|
(6,260) |
Other finance costs |
(1,542) |
|
(7) |
|
(3,500) |
|
(4,978) |
|
(63,974) |
|
(82,754) |
|
(133,784) |
|
(158,570) |
Financial Result (net) |
(47,787) |
|
(65,284) |
|
(104,054) |
|
(124,469) |
| (i) | Refers to income from marketable securities indexed at CDI. |
| (ii) | Refers to finance income from indemnification asset in the amount of R$214,581 (presented in note 21.c),
in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company). |
27. Non-cash transactions
Non-cash transactions for the periods ended June
30, 2024 and June 30, 2023 are respectively:
| (i) | Additions for new lease agreements and renegotiation in the amount of R$ 17,288 and R$8,511 (note 12). |
| (ii) | Disposals of contracts of right of use assets and lease liabilities in the amount of R$12,974 and R$2,533
(note 16). |
| (iii) | Accounts payable assumed in the acquisition of Start, during year 2023, in the amount of R$1,608. |
* * * * * * * * * * * * * * *
* * * *
Guilherme Melega
Chief Executive Officer
Cesar Augusto Silva
Chief Financial Officer
Vasta Platform Limited
Unaudited Condensed Interim Consolidated
Financial Statements as of six-months period ended June 30, 2024
In thousands of R$, unless otherwise stated.
Marcelo Vieira Werneck
Accountant - CRC: RJ –
091570/0-1
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