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 2023
Commission File
Number: 001-38673
Arco Platform Ltd.
(Exact name of registrant as specified in its
charter)
Rua Augusta 2840, 15th floor, suite 152
Consolação, São Paulo
– SP
01412-100, 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:
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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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Arco Platform Ltd. |
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By: |
/s/ Ari de Sá Cavalcante Neto |
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Name: |
Ari de Sá Cavalcante Neto |
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Title: |
Chief Executive Officer |
Date: August 31, 2023
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Arco Reports Second Quarter
2023 Results
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Healthy cash
generation trend continues in the 2023 cycle
Financial
& Management Solutions post strong growth with margin gains
São Paulo, Brazil, August 31, 2023 –
Arco Platform Limited, or Arco or the Company (Nasdaq: ARCE), today reported financial and operating results for the second quarter
ended June 30, 2023.
Consolidated 2Q23 and 1H23 figures include full
results of isaac, our most recent acquisition, that is reported within financial & management segment. Therefore, for an accurate
comparison year over year we recommend investors to reach pedagogical business figures (core & supplemental solutions).
Note: Please see adjusted EBITDA reconciliation and adjusted Net
Income reconciliation on page 15.
| · | Net
revenue for the second quarter was R$471.0 million, a 14.3% YoY increase,
with Core solutions totaling R$371.9 million (+1.2% YoY), Supplemental solutions totaling R$23.8 million (-46.9% YoY due to a different
distribution of the ACV recognition per quarter relative to last year) and financial & management solutions (F&M) posting a significant
104.3% YoY growth (versus 2Q22 pro-forma figures, prior to isaac’s acquisition by Arco) with R$ 75.3 million. |
Net revenue for pedagogical
business (Core and Supplemental solutions) decreased 4.0% YoY in the second quarter due to deliveries’ seasonality (20.5%
ACV recognition in 2Q23 vs. 26.4% in 2Q22) and part of June deliveries deferred to July, impacting 2Q23 ACV recognition in approximately
R$ 36 million. Cycle-to-date figures (October through June) reaffirm the solid ACV growth expected for the 2023 cycle, with Core totaling
R$1,210.9 million (+17.0% YoY) and Supplemental totaling R$331.6 million (+23.6% YoY).
In June 2023, Arco reached 79.4% of its
2023 ACV recognized cycle-to-date vs. 83.2% in June 2022. We recommend that investors analyze our P&L performance on a cycle-to-date
basis, for a more accurate assessment of the business underlying profitability trends.
| · | Cash gross margin (gross
margin excluding depreciation and amortization) on a consolidated basis was 70.2% in 2Q23 (versus 75.8% in 2Q22) and 69.7%, in 1H23 (versus
77.4% in 1H22). |
Pedagogical
business cash gross margin was 74.9% in 2Q23 (versus 75.8% in 2Q22) and 74.7% in CTD23 (versus 79.3% in CTD22). 1H23 printing
costs were affected by the previously discussed price increases in the paper supply chain in the end of 2022 (consequence of pulp and
paper commodity prices hike), as printing contracts are negotiated in advance of the collections. We continue to roll out cost reduction
initiatives, such as the centralization of our supply operations to capture scale gains, which we expected to offset and outpace such
recent and punctual external cost pressures and expect positive outcomes on 2H23 and, specially, in the 2024 cycle.
| · | In 2Q23, consolidated selling
expenses excluding depreciation and amortization totaled R$177.3 million (+20.3% YoY). For 1H23, consolidated selling expenses
excluding depreciation and amortization totaled R$338.6 (+18.7 YoY). |
Pedagogical
business posted R$160.0 million in selling expenses in 2Q23 (+8.6% YoY). Cycle-to-date selling
expenses for the pedagogical business reached R$465.9 million, up 15.9% YoY and representing 30.4% of revenues in the cycle, vs 31.0%
in the same period 2022.
| · | General and administrative expenses
(G&A) figures excluding depreciation and amortization totaled R$115.7
million in 2Q23 (+75.4% YoY), an increase driven by the consolidation of isaac structure. For the first six months of 2023, G&A expenses
excluding depreciation and amortization were R$267.1 (+92.7% YoY) mostly related to isaac operations (teams & tech). |
Pedagogical
business G&A expenses excluding depreciation and amortization reached R$92.1 million (+39.6% YoY versus 2Q22). Cycle-to-date
G&A for the pedagogical business increased 17.7% YoY, representing 16.0% of revenues in the 2023 cycle, vs 16.1% in the same period
2022.
| · | Consolidated adjusted EBITDA
was R$83.5 million in 2Q23 (-24.6% YoY), with an adjusted EBITDA margin of 17.7%.
In 1H23, consolidated adjusted EBITDA was R$194.2 (-24.6% YoY), with an adjusted EBITDA margin of 19.3% (vs. 30.6% for the same period
in 2022). |
Pedagogical
business delivered an adjusted EBITDA of R$85.3 million (-22.9% YoY) with an adjusted EBITDA margin of 21.6% versus 26.9% in
2Q23, pressured by the lower revenue recognition seasonality. In the 2023 cycle-to-date, adjusted EBITDA margin was 36.3% for the pedagogical
business versus 36.8% CTD 22. As previously mentioned, atypical deliveries deferring to July not only impacted revenue recognition but
also Adjusted EBITDA cycle to date. For a better comparable analysis cycle to date, we have included July results. In the period between
October and July, 2023 cycle posted a 23% adjusted EBITDA growth, delivering 36.3% Adjusted EBITDA margin, versus 34.8% margin in the
2022 cycle until July. We reiterate our 2023 guidance for EBITDA margin between 36.5% and 38.5%.
F&M
vertical posted an adjusted EBITDA of R$(1.8) million in 2Q23, versus a pro-forma R$(32.5) million in 2Q22 (prior to the acquisition
by Arco), representing an EBITDA margin improvement of 85.8 p.p., from (88.3)% in 2Q22 to (2.4%) in 2Q23. In 1H23, F&M posted an Adjusted
EBITDA margin of (12.2)% versus a pro forma (92.4)% margin in the first half of 2022.
| · | Consolidated adjusted net income
(loss) in 2Q23 was R$78.1 million, with an adjusted net margin of 16.6%
(versus -5.6% in 2Q22). For 1H23, consolidated adjusted net income totalized R$36.1 million, with an adjusted net margin of 3.6 % (versus
1.0% in 1H22). |
| · | Consolidated cash from operations
in the 1H23 reached R$365.5 million (up from R$294.3 million in 1H22). For the
first half of the year, free cash flow to firm (managerial) was R$252.7 million, a R$96.1 million
improvement compared to the R$156.6 million free cash flow to firm of 1H22. After interest payment, Arco generated R$ 47.7 million of
free cash flow (representing 4.7% of net revenues) in the first half of 2023 (vs. R$85.4 million
in 1H22, representing 10.1% of net revenues). |
|
Free cash flow to firm (managerial)
Consolidated |
1H23 |
1H22 |
% of net revenue
1H23 |
% of net revenue
1H22 |
YoY
(% of net revenues) |
| Adjusted EBITDA |
194.2 |
257.3 |
19.3% |
30.6% |
-11.3 p.p |
| (+/-) Non-cash adjustments |
60.1 |
(15.6) |
6.0% |
-1.9% |
+7.8 p.p |
| (+/-) Working capital |
111.2 |
52.6 |
11.1% |
6.2% |
+4.8 p.p |
| (-) Income taxes paid |
(33.4) |
(47.5) |
-3.3% |
-5.6% |
+2.3p.p |
| (-) CAPEX¹ |
(79.4) |
(90.2) |
-7.9% |
-10.7% |
+2.8p.p |
| Free cash flow to firm (managerial) |
252.7 |
156.6 |
25.1% |
18.6% |
+6.5p.p |
| 1) | Excludes R$14.2
million related to M&A payments (PGS’ and Mentes’ acquisition). |
Pedagogical
business free cash flow to firm keeps the pace from previous quarter, delivering significant improvement year over year. Free
cash flow to firm (managerial) cycle-to-date was R$205.2 million, R$285.9.0 million above the R$(80.7) million free cash flow
to firm of CTD 2022, showing important improvements across cash flow drivers, including working capital, capex and taxes.
|
Free cash flow to firm (managerial)
Pedagogical |
CTD23 |
CTD22 |
% of net revenue
CTD23 |
% of net revenue
CTD22 |
YoY
(% of net revenues) |
| Adjusted EBITDA |
556.7 |
478.5 |
36.3% |
36.8% |
(0.5) p.p. |
| (+/-) Non-cash adjustments |
71.0 |
(3.6) |
4.6% |
-0.3% |
+4.9 p.p. |
| (+/-) Working capital |
(283.2) |
(318.9) |
-18.5% |
-24.6% |
+6.1 p.p. |
| (-) Income taxes paid |
(36.0) |
(49.4) |
-2.3% |
-3.8% |
+1.5 p.p |
| (-) CAPEX¹ |
(103.3) |
(187.4) |
-6.7% |
-14.4% |
+7.7 p.p. |
| Free cash flow to firm (managerial) |
205.2 |
(80.7) |
13.4% |
-6.2% |
+19.6 p.p. |
| 1) | Excludes R$14.2
million related to M&A payments (PGS’ and Mentes’ acquisition). |
To obtain better price conditions for
the 2024 cycle, we anticipated the paper acquisition in 2Q23 versus previous years (R$58M as of June), increasing inventory levels earlier
in the cycle. To maintain comparability between quarters, we have disclosed a pro-forma days of inventory,
adjusted by the paper acquisition.
| · | Pedagogical
solutions days of sales outstanding (DSO) in 2Q23 was 142 days vs 141
days in the 2Q22. Delinquency figures for pedagogical business continue posting YoY improvement and ended 2Q23 at 4.6% from 5.6% in 2Q22
and 5.3% in 1Q23, driven by our collection initiatives. |
| Provision for expected credit losses Pedagogical business (R$M) |
2Q23 |
2Q22 |
YoY |
1Q23 |
QoQ |
|
| Allowance for doubtful accounts |
2.1 |
0.4 |
425.0% |
5.5 |
-61.8% |
|
| % of net revenue |
0.4% |
0.1% |
0.3 p.p. |
1.2% |
-0.8 p.p. |
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|
| Days of sales outstanding |
June. 30, 2023 |
June. 30, 2022 |
YoY |
June. 30 2023
(pedagogical) |
June 30,
2022 |
YoY |
| Trade receivables (R$M) |
983.1 |
687.6 |
43.0% |
794.4 |
687.6 |
15.5% |
| (-) Allowance for doubtful accounts |
(151.7) |
(79.7) |
90.2% |
(91.8) |
(79.7) |
15.1% |
| Trade receivables, net (R$M) |
831.4 |
607.8 |
36.8% |
702.6 |
607.8 |
15.6% |
| Net revenue LTM pro-forma¹ |
1,939.1 |
1,568.9 |
23.6% |
1,801.3 |
1,568.9 |
14.8% |
| Adjusted DSO |
156 |
141 |
10.6% |
142 |
141 |
0.7% |
| 1) | Calculated
as net revenues for the last twelve months (for 2022 added to the pro forma revenues from
businesses acquired in the period to accurately reflect the Company’s operations). |
CAPEX
in 2Q23 was R$42.4 million, or 9.0% of net revenue (versus 10.5% of net revenue in 2Q22, when excluding R$ 8.7 million from PGS and Mentes
acquisition). Pedagogical business CAPEX was R$ 30.1 million, or 7.6% of net revenue (versus 10.5%
of net revenue in 2Q22). In the 2023 cycle to date, CAPEX reached 6.7% of revenues vs 14.4% in the 2022 cycle so far and has contributed
to significant expansion on the Adj. EBITDA minus CAPEX metric that reached 29.6% cycle to date in June, 2023, versus 22.4% cycle to date
2022.
| CAPEX (R$M) - Consolidated |
2Q23 |
2Q22 |
YoY |
1Q23 |
QoQ |
| Acquisition of intangible assets¹ |
39.2 |
41.5 |
-6% |
35.4 |
11% |
| Educational platform - content development |
(0.3) |
4.5 |
-126% |
0.3 |
-485% |
| Educational platform - platforms & tech |
14.4 |
17.9 |
-20% |
17.6 |
-18% |
| Software |
21.7 |
16.5 |
32% |
15.7 |
38% |
| Copyrights and others |
3.3 |
2.6 |
61% |
1.8 |
133% |
| Acquisition of PP&E |
3.2 |
1.7 |
89% |
1.6 |
101% |
| TOTAL¹ |
42.4 |
43.2 |
-2% |
37.0 |
15% |
| 1) | For 2022 excludes
R$14.2 million related to M&A payments (PGS’ and Mentes’ acquisition). |
| · | Arco’s corporate
restructuring is ongoing and progressing as planned. Future incorporation processes include Escola da Inteligência (2023),
Pleno (2023) and SAE Digital (2024). As we keep incorporating other businesses into CBE, we expect to capture additional tax benefits
and therefore further reduce our effective tax rate, currently at 8.4% in 1H23 (versus 10.3% in 1H22). |
| Intangible assets - net balances (R$M) |
June 30,
2023 |
June 30,
2022 |
YoY |
Mar. 31,
2023 |
QoQ |
| Business Combination |
3,530.4 |
2,949.9 |
19.7% |
3,522.4 |
0.2% |
| Trademarks |
476.7 |
488.8 |
-2.5% |
486.7 |
-2.1% |
| Customer relationships |
226.4 |
255.8 |
-11.5% |
236.6 |
-4.3% |
| Educational system |
189.1 |
224.6 |
-15.8% |
198.0 |
-4.5% |
| Softwares |
10.3 |
8.6 |
19.8% |
14.3 |
-28.0% |
| Educational platform |
4.6 |
4.4 |
4.5% |
5.1 |
-9.8% |
| Others¹ |
13.6 |
16.8 |
-19.0% |
17.1 |
20.5% |
| Goodwill |
2,609.7 |
1,950.9 |
33.8% |
2,564,9 |
1.7% |
| Operational |
333.2 |
288.1 |
15.7% |
329.6 |
1.1% |
| Educational platform² |
169.9 |
200.1 |
-15.1% |
179.4 |
-5.3% |
| Softwares |
136.5 |
77.1 |
77.0% |
124.2 |
9.9% |
| Copyrights |
26.8 |
10.8 |
148.1% |
26.0 |
3.1% |
| Customer relationships |
- |
0.1 |
n/a |
- |
n/a |
| TOTAL |
3,863.6 |
3,253.9 |
18.7% |
3,852.0 |
0.3% |
| 1) | Non-compete
agreements and rights on contracts. 2) Includes content development in progress. |
| Amortization
of intangible assets (R$M) |
2Q23 |
2Q22 |
YoY |
1Q23 |
QoQ |
| Business Combination |
(79.6) |
(73.5) |
8.3% |
(80.5) |
-1.1% |
| Trademarks |
(8.9) |
(8.0) |
11.3% |
(7.9) |
12.7.% |
| Customer relationships |
(8.5) |
(9.4) |
-9.6% |
(10.8) |
-21.3% |
| Educational system |
(8.8) |
(9.4) |
-6.4% |
(8.8) |
0.0% |
| Softwares |
(1.4) |
(0.7) |
100.0% |
(1.2) |
16.7% |
| Educational platform |
(0.3) |
(0.2) |
50.0% |
(0.2) |
50.0% |
| Others¹ |
(1.6) |
(1.5) |
6.7% |
(1.5) |
6.7% |
| Goodwill |
(50.1) |
(44.3) |
13.1% |
(50.1) |
0.0% |
| Operational |
(38.9) |
(29.1) |
33.7% |
(35.7) |
9.0% |
| Educational platform² |
(25.1) |
(21.7) |
15.7% |
(27.4) |
-8.4% |
| Softwares |
(11.6) |
(5.4) |
114.8% |
(6.2) |
87.1% |
| Copyrights |
(2.2) |
(1.8) |
22.2% |
(2.1) |
4.8% |
| Customer relationships |
- |
(0.2) |
-100.0% |
- |
n/a |
| TOTAL |
(118.5) |
(102.5) |
15.6% |
(116.2) |
2.0% |
| Business Combination |
(79.6) |
(73.5) |
8.3% |
(80.5) |
-1.1% |
| 1) | Non-compete
agreements and rights on contracts. 2) Includes content development in progress. |
| Amortization of intangible assets (R$M) |
Impacts
P&L |
Originates tax benefit |
Amortization with tax benefit in 2Q23² |
| Amortization |
Tax benefit |
Impact on net income |
| Business Combination |
|
|
(103.6) |
19.9 |
(83.7) |
| Trademarks |
Yes |
Yes² |
(8.9) |
0.8 |
(8.1) |
| Customer relationships |
Yes |
Yes² |
(9.4) |
1.0 |
(8.4) |
| Educational system |
Yes |
Yes² |
(8.9) |
0.9 |
(7.9) |
| Educational platform |
Yes |
Yes² |
(25.1) |
- |
(25.1) |
| Others¹ |
Yes |
Yes² |
(1.2) |
0.1 |
(1.1) |
| Goodwill |
No |
Yes² |
(50.1) |
17.1 |
(33.1) |
| Operational |
Yes |
Yes |
(73.1) |
24.8 |
(48.2) |
| TOTAL |
|
|
(176.7) |
44.7 |
(131.9) |
| 1) | Non-compete
agreements and rights on contracts. 2) Amortizations are tax deductible only after the incorporation
of the acquired business. |
| Amortization of intangible assets from business combination that generate tax benefit – breakdown by type (R$M) |
Businesses with current tax benefit |
Undefined² |
| 2023 |
2024 |
2025 |
2026+ |
|
| Trademarks |
27 |
27 |
27 |
318 |
|
65 |
| Customer relationships |
25 |
25 |
25 |
59 |
|
111 |
| Educational system |
27 |
27 |
27 |
106 |
|
32 |
| Software license |
- |
- |
- |
- |
|
10 |
| Rights on contracts |
1 |
1 |
1 |
2 |
|
1 |
| Others |
2 |
2 |
1 |
1 |
|
8 |
| Goodwill |
237 |
231 |
227 |
761 |
|
343 |
| Total |
319 |
313 |
308 |
1.247 |
|
571 |
| Maximum tax benefit |
108 |
106 |
105 |
424 |
|
194 |
| Amortization of intangible assets from business combination that generate tax benefit – breakdown by solutions (R$M) |
Businesses with current tax benefit |
Undefined² |
| 2023 |
2024 |
2025 |
2026+ |
|
| Geekie |
42 |
42 |
42 |
279 |
|
- |
| NAVE |
9 |
9 |
9 |
11 |
|
- |
| P2D |
89 |
89 |
89 |
364 |
|
- |
| Positivo, Conquista, PES English |
170 |
170 |
168 |
593 |
|
- |
| Other Companies |
9 |
3 |
- |
- |
|
- |
| Acquired companies not yet incorporated |
N/A |
N/A |
N/A |
N/A |
|
571 |
| Total |
319 |
313 |
308 |
1.247 |
|
571 |
| Maximum tax benefit |
108 |
106 |
105 |
424 |
|
194 |
| · | Arco’s
cash and cash equivalents plus financial investments position as of June 30th, 2023
was R$549.9 million, while financial debt¹ and accounts payable to selling shareholders
were R$2,451.9 million, resulting in a net debt of R$1,902.0 million. |
| 1) | Excludes
Convertible notes: considers the conversion into equity of the convertible senior notes with
no future disbursement of principal (US$150 M) issued on Nov 30, 2021. These notes mature
in 7 years, on Nov 15, 2028, and bear interest at 8% per year fixed in Brazilian reais (R$66
M per year). 2) Cash position refers to cash and cash equivalents plus financial investments
(short and long term) plus the New Debentures and FIDIC (issued in 3Q23). 3) Amount subject
to an arbitration process. Please reference the Financial Statements as of June 30th, 2023,
for additional details. |
| · | In July,
Arco concluded the issuance of 550,000 non-convertible debentures, each at a par value of R$1,000
(the “Debentures”), totaling R$550 million (approximately US$115 million), for public distribution in Brazil with restricted
placement efforts to institutional investors (the “Offering”). The Offering is part of Arco’s balance sheet management
strategy to strengthen its cash position, and to extend its debt maturity profile. The Debentures mature on July 12, 2028, with the principal
to be amortized in three equal instalments payable on July 12, 2026, July 12, 2027, and July 12, 2028. The Debentures bear interest at
100% of the CDI interest rate (the average of interbank overnight rates in Brazil, based on 252 business days) plus 2.60% per annum,
payable semi-annually on January 12 and July 12, and are guaranteed by Arco Educação S.A. |
| · | In August, isaac announced the first K-12 dedicated
FIDC (Receivables-backed investment fund). The raised amount totaled R$112 million with amortization in 2025. This allows isaac to raise
capital from third parties to fund its revenue guarantee product working capital. The fundraising was oversubscribed, despite the lack
of track-record, which we expect to reduce cost of capital significantly as the operation matures. |
| · | In
August 10, Arco announced that entered into agreement to go
private. Please refer to press-release from August 10 and 6K filled on
August 11 for more details (available at https://investor.arcoplatform.com/). |
Conference Call Information
Arco will discuss its first quarter 2023 results
today, August 31, 2023, via a conference call at 5 p.m. Eastern Time (6 p.m. Brasilia Time). To access the call, please dial: +1 (412)
717-9627, +1 (844) 204-8942 or +55 (11) 4090-1621. For enhanced audio connection investors may connect through Web
Phone (access code: 7636515).
An audio replay of the call will be available
through September 6th, 2023, by dialing +55 (11) 4118-5151 and entering access code 219191#. A live and archived Webcast of
the call will be available on the Investor Relations section of the Company’s website at https://investor.arcoplatform.com/.
About Arco
Platform Limited (Nasdaq: ARCE)
Arco has empowered millions of students to rewrite
their futures through education. Our data-driven learning methodology, proprietary adaptable curriculum, interactive hybrid content, and
high-quality pedagogical services allow students to personalize their learning experience while enabling schools to thrive.
Forward-Looking
Statements
This press release contains forward-looking statements
as pertains to Arco Platform Limited (the “Company”) within the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, the Company’s expectations or predictions of future financial or business performance conditions.
The achievement or success of the matters covered by statements herein involves substantial known and unknown risks, uncertainties, and
assumptions, including with respect to the COVID-19 pandemic. If any such risks or uncertainties materialize or if any of the assumptions
prove incorrect, the Company’s results could differ materially from the results expressed or implied by the statements we make.
You should not rely upon forward-looking statements as predictions of future events. Forward looking statements are made based on the
Company’s current expectations and projections relating to its financial conditions, result of operations, plans, objectives, future
performance and business, and these statements are not guarantees of future performance.
Statements which herein address activities, events,
conditions or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements.
You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,”
“can,” “continue,” “could,” “estimate,” “evaluate,” “expect,”
“explore,” “forecast,” “guidance,” “intend,” “likely,” “may,”
“might,” “outlook,” “plan,” “potential,” “predict,” “probable,”
“project,” “seek,” “should,” “view,” or “will,” or the negative thereof or
other variations thereon or comparable terminology. All statements other than statements of historical fact could be deemed forward looking,
including risks and uncertainties related to statements about our competition; our ability to attract, upsell and retain customers; our
ability to increase the price of our solutions; our ability to expand our sales and marketing capabilities; general market, political,
economic, and business conditions in Brazil or abroad; and our financial targets which include revenue, share count and other IFRS measures,
as well as non-GAAP financial measures including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Net Income
(Loss) Margin, Taxable Income Reconciliation and Managerial Free Cash Flow.
Forward-looking statements represent the Company
management’s beliefs and assumptions only as of the date such statements are made, and the Company undertakes no obligation to update
any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to
reflect new information or the occurrence of unanticipated events, except as required by law.
Further information on these and other factors
that could affect the Company’s financial results is included in filings the Company makes with the Securities and Exchange Commission
from time to time, including the section titled “Risk Factors” in the Company’s most recent Forms 20-F and 6-K. These
documents are available on the SEC Filings section of the Investor Relations section of the Company’s website at: https://investor.arcoplatform.com/
Key Business
Metrics - Pedagogical
ACV Bookings: we define ACV Bookings as the revenue
we would contractually expect to recognize from a partner school in each school year pursuant to the terms of our contract with such partner
school, assuming no further additions or reductions in the number of enrolled students that will access our content at such partner school
in such school year (we define “school year” for purposes of calculation of ACV Bookings as the twelve-month period starting
in October of the previous year to September of the mentioned current year). We calculate ACV Bookings by multiplying the number of enrolled
students at each partner 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 partner school.
Key Business
Metrics – Financial & Management (“revenue guarantee” solution)
Contracted schools are the primary operating metric
and represent the total number of schools with active contracts with isaac. Schools sign contracts for 1 year (or longer) with isaac to
guarantee tuition from all of the enrolled students. After signing and onboarding a partner school, services can be initiated at any month
of the year.
Total payment value (TPV) indicates the full amount
to be transacted by isaac to contracted schools. It is calculated by the total tuition fee owed by parents to their schools.
Take rate is the primary revenue driver and is
a percentage of TPV agreed upon contract signing. It is priced upon school sign-up based on school historical delinquency rate, risk profile
and operating costs. It may be renegotiated or adjusted based on the contract’s performance.
Annual recurring revenue (ARR) is the contracted
annualized revenue for a given month. Annual contracts and recurring nature make ARR a good proxy for growth, given isaac’s high
growth profile, mitigating seasonal and onboarding effects.
Non-GAAP
Financial Measures
To
supplement the Company's condensed consolidated financial statements, which are prepared and presented in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board—IASB, we use Adjusted EBITDA, Adjusted EBITDA
Margin, Adjusted Net Income, Adjusted Net Income Margin, Managerial Free Cash Flow and Reconciliation of Taxable Income and
which are non-GAAP financial measures.
We
calculate Adjusted EBITDA as profit (loss) for the year (or period) plus/minus income taxes, plus/minus finance result, plus depreciation
and amortization, plus/minus share of (profit) loss of equity-accounted investees, plus share-based compensation plan and restricted stock
units, plus provision for payroll taxes (restricted stock units), plus/minus M&A expenses (expenses related to acquisitions, and legal
services mainly due to International School arbitration), minus other changes to equity accounted on investees (which refers to
gains related to capital contribution from others on investees leading to an increase in equity of the investee) and plus
non-recurring expenses (expenses related to our organizational restructuring in such as consulting services expenses and workforce
reduction expenses). We calculate Adjusted EBITDA Margin as Adjusted
EBITDA divided by Net Revenue.
We
calculate Adjusted Net Income (Loss) as profit (loss) for the year (or period), plus share-based compensation plan, restricted stock units
and related payroll taxes (restricted stock units), plus M&A expenses (expenses related to acquisitions, and legal services mainly
due to International School arbitration), minus other changes to equity accounted on investees (which refers to gains related to capital
contribution from others on investees leading to an increase in equity of the investee), plus non-recurring expenses (expenses
related to our organizational restructuring in such as consulting services expenses and workforce reduction expenses),
plus amortization of intangible assets from business combinations (which refers to the amortization of the following intangible assets
from business combinations: (i) trademarks, (ii) customer relationships, (iii) educational system, (iv) software resulting from acquisitions,
(v) educational platform, (vi) non-compete agreement and (vii) rights on contracts), plus/minus changes in accounts payable to selling
shareholders (which refers to changes in fair value of contingent consideration and accounts payable to selling shareholders—finance
costs), plus interest expenses, net (which refers to interest expenses related to accounts payable to selling shareholders from business
combinations adjusted by fair value), plus/minus non-cash adjustments related to derivatives and convertible notes (which Refers to changes
in fair value of derivative instruments from put option to convert senior notes) and plus/minus changes in current and deferred tax recognized
in statements of income applied to all adjustments to net income (loss), which refers to tax effects of changes in deferred tax assets
and liabilities recognized in profit or loss corresponding to financial instruments from acquisition of interests, tax benefit from tax
deductible goodwill, share-based compensation and amortization of intangible assets).
We calculate Managerial Free Cash Flow as Net Cash
Flows from Operating activities, less acquisition of property and equipment, less acquisition of intangible assets, adjusted by M&A-related
payments that may be classified as CAPEX or as payment of contingent consideration. We consider Free Cash Flow to be a liquidity measure
that provides useful information to management and investors about the amount of cash generated by operating activities and cash used
for investments in property and equipment required to maintain and grow our business.
We calculate Taxable Income Reconciliation as profit
(loss) for the year (or period) adjusted for permanent and temporary additions and exclusions (for example, adjustments to provisions
and amortizations in the period) and for all tax benefits that Arco is entitled to (for example, goodwill). The effective tax rate will
be the current taxes for the period divided by the taxable income. In Brazil, taxes are charged based on the taxable income, not the accounting
income, which means companies can have an accounting loss and a taxable profit. Additionally, Arco owns several companies and taxes are
calculated individually.
We
understand that, although Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Net Income (Loss) Margin and Managerial
Free Cash Flow and Taxable Income Reconciliation 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 EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Net Income (Loss) Margin, Managerial Free Cash Flow and
Taxable Income Reconciliation 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.
Investor Relations Contact
 |
Arco Platform
Limited
IR@arcoeducacao.com.br
https://investor.arcoplatform.com/
|
Arco Platform Limited
Interim
condensed consolidated statements of financial position
| |
|
June 30, |
|
December 31, |
| (In thousands of Brazilian reais) |
|
2023 |
|
2022 |
| Assets |
|
(unaudited) |
|
|
| Current assets |
|
|
|
|
| Cash and cash equivalents |
|
400,326 |
|
216,360 |
| Financial investments |
|
117,131 |
|
391,785 |
| Trade receivables |
|
831,428 |
|
856,887 |
| Inventories |
|
283,723 |
|
254,060 |
| Recoverable taxes |
|
71,173 |
|
67,166 |
| Related parties |
|
- |
|
3,956 |
| Other assets |
|
136,376 |
|
82,515 |
| Total current assets |
|
1,840,157 |
|
1,872,729 |
| |
|
|
|
|
| Non-current assets |
|
|
|
|
| Financial investments |
|
32,441 |
|
30,861 |
| Recoverable taxes |
|
9,189 |
|
11,108 |
| Deferred income tax |
|
484,919 |
|
337,267 |
| Other assets |
|
75,315 |
|
78,038 |
| Investments and interests in other entities |
|
22,820 |
|
111,631 |
| Property and equipment |
|
53,362 |
|
59,031 |
| Right-of-use assets |
|
60,152 |
|
68,696 |
| Intangible assets |
|
3,863,557 |
|
3,184,047 |
| Total non-current assets |
|
4,601,755 |
|
3,880,679 |
| |
|
|
|
|
| Total assets |
|
6,441,912 |
|
5,753,408 |
| |
|
|
|
|
| Liabilities |
|
|
|
|
| Current liabilities |
|
|
|
|
| Trade payables |
|
236,346 |
|
182,748 |
| Labor and social obligations |
|
138,718 |
|
89,044 |
| Lease liabilities |
|
33,584 |
|
34,329 |
| Loans and financing |
|
99,809 |
|
102,873 |
| Derivative financial instruments |
|
6,946 |
|
3,693 |
| Taxes and contributions payable |
|
10,393 |
|
9,488 |
| Income taxes payable |
|
11,946 |
|
28,576 |
| Advances from customers |
|
111,768 |
|
16,079 |
| Accounts payable to selling shareholders |
|
808,331 |
|
1,060,746 |
| Other liabilities |
|
6,989 |
|
6,013 |
| Total current liabilities |
|
1,464,830 |
|
1,533,589 |
| |
|
|
|
|
| Non-current liabilities |
|
|
|
|
| Labor and social obligations |
|
4,652 |
|
1,451 |
| Lease liabilities |
|
35,836 |
|
42,576 |
| Loans and financing |
|
1,788,802 |
|
1,833,956 |
| Derivative financial instruments |
|
63,590 |
|
110,154 |
| Provision for legal proceedings |
|
2,369 |
|
3,174 |
| Accounts payable to selling shareholders |
|
349,696 |
|
330,457 |
| Other liabilities |
|
217 |
|
621 |
| Total non-current liabilities |
|
2,245,162 |
|
2,322,389 |
| |
|
|
|
|
| Equity |
|
|
|
|
| Share capital |
|
14 |
|
11 |
| Capital reserve |
|
2,763,402 |
|
2,009,799 |
| Treasury shares |
|
- |
|
(8,205) |
| Share-based compensation reserve |
|
151,101 |
|
95,008 |
| Accumulated losses |
|
(182,597) |
|
(199,183) |
| Total equity |
|
2,731,920 |
|
1,897,430 |
| |
|
|
|
|
| Total liabilities and equity |
|
6,441,912 |
|
5,753,408 |
Arco Platform Limited
Interim
condensed consolidated statements of income
| |
|
|
|
|
|
|
|
| |
Three-month period ended June 30, |
|
Six-month period ended June 30, |
| (In thousands of Brazilian reais, except earnings per share) |
2023 |
|
2022 |
|
2023 |
|
2022 |
| |
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| |
|
|
|
|
|
|
|
| Revenue |
470,962 |
|
412,137 |
|
1,005,868 |
|
842,174 |
| Cost of sales |
(178,973) |
|
(133,054) |
|
(394,707) |
|
(249,632) |
| Gross profit |
291,989 |
|
279,083 |
|
611,161 |
|
592,542 |
| |
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
| Selling expenses |
(206,332) |
|
(174,439) |
|
(397,503) |
|
(338,792) |
| General and administrative expenses |
(129,029) |
|
(80,037) |
|
(292,711) |
|
(166,137) |
| Other (expense) income, net |
3,766 |
|
1,676 |
|
159,953 |
|
19,070 |
| Operating (loss) profit |
(39,606) |
|
26,283 |
|
80,900 |
|
106,683 |
| |
|
|
|
|
|
|
|
| Finance income |
78,221 |
|
214,382 |
|
181,152 |
|
373,615 |
| Finance costs |
(147,622) |
|
(238,485) |
|
(309,524) |
|
(363,586) |
| Finance result |
(69,401) |
|
(24,103) |
|
(128,372) |
|
10,029 |
| |
|
|
|
|
|
|
|
| Share of loss of equity-accounted investees |
(591) |
|
(14,294) |
|
(1,443) |
|
(19,936) |
| |
|
|
|
|
|
|
|
| (Loss) profit before income taxes |
(109,598) |
|
(12,114) |
|
(48,915) |
|
96,776 |
| Income taxes - income (expense) |
|
|
|
|
|
|
|
| Current |
416 |
|
8,038 |
|
(14,669) |
|
(13,809) |
| Deferred |
35,146 |
|
(9,265) |
|
80,170 |
|
6,351 |
| Total income taxes – income (expense) |
35,562 |
|
(1,227) |
|
65,501 |
|
(7,458) |
| |
|
|
|
|
|
|
|
| Net (loss) profit for the period |
(74,036) |
|
(13,341) |
|
16,586 |
|
89,318 |
| |
|
|
|
|
|
|
|
| Basic (loss) earnings per share – in Brazilian reais |
|
|
|
|
|
|
|
| Class A |
(1.12) |
|
(0.24) |
|
0.25 |
|
1.59 |
| Class B |
(1.12) |
|
(0.24) |
|
0.25 |
|
1.59 |
| Diluted (loss) earnings per share – in Brazilian reais |
|
|
|
|
|
|
|
| Class A |
(1.19) |
|
(0.24) |
|
(0.91) |
|
(1.45) |
| Class B |
(1.12) |
|
(0.24) |
|
0.25 |
|
1.59 |
| |
|
|
|
|
|
|
|
| Weighted-average shares used to compute net (loss) profit per share: |
|
|
|
|
|
|
|
| Basic |
66,242 |
|
55,917 |
|
66,012 |
|
56,008 |
| Diluted |
71,888 |
|
61,089 |
|
71,678 |
|
61,680 |
Arco Platform Limited
Interim
condensed consolidated statements of cash flows
| |
|
|
|
|
|
|
|
| |
Three-month period ended
June 30, |
|
Six-month period ended
June 30, |
| (In thousands of Brazilian reais) |
2023 |
|
2022 |
|
2023 |
|
2022 |
| |
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| Operating activities |
|
|
|
|
|
|
|
| (Loss) profit before income taxes |
(109,598) |
|
(12,114) |
|
(48,915) |
|
96,776 |
| Adjustments to reconcile (loss) profit before income taxes to cash from operations |
|
|
|
|
|
|
|
| Depreciation and amortization |
80,779 |
|
74,302 |
|
173,955 |
|
140,083 |
| Inventory allowances |
14,521 |
|
10,940 |
|
23,885 |
|
13,339 |
| Provision (reversal) for expected credit losses |
36,351 |
|
(372) |
|
66,428 |
|
(6,603) |
| Loss (profit) on sale/disposal of property and equipment and intangible |
502 |
|
(114) |
|
1,044 |
|
(192) |
| Fair value change in derivative financial instruments |
2,920 |
|
(84,320) |
|
(40,874) |
|
(95,973) |
| Fair value adjustment in accounts payable to selling shareholders |
8,695 |
|
(33,348) |
|
26,296 |
|
(26,320) |
| Share of loss of equity-accounted investees |
591 |
|
14,294 |
|
1,443 |
|
19,936 |
| Share-based compensation plan |
20,306 |
|
2,851 |
|
41,130 |
|
9,046 |
| Accrued interest on loans and financing |
67,262 |
|
56,774 |
|
137,124 |
|
105,544 |
| Interest accretion on accounts payable to selling shareholders |
39,700 |
|
45,744 |
|
82,522 |
|
89,674 |
| Interest from financial investments |
(2,076) |
|
(17,793) |
|
(3,406) |
|
(38,353) |
| Interest on lease liabilities |
2,309 |
|
1,126 |
|
5,233 |
|
2,287 |
| (Reversal) provision for legal proceedings |
22 |
|
11 |
|
(821) |
|
106 |
| Provision for payroll taxes (restricted stock units) |
5,560 |
|
177 |
|
2,427 |
|
(3,083) |
| Foreign exchange effects, net |
(32,310) |
|
61,644 |
|
(48,501) |
|
(43,662) |
| Fair value of previously held interest in associate |
(13,863) |
|
- |
|
(170,277) |
|
- |
| Gain on changes of interest of investment |
- |
|
(1,345) |
|
- |
|
(17,758) |
| Loss on sale of investment |
7,439 |
|
- |
|
7,439 |
|
- |
| Other financial expense (income), net |
(536) |
|
(2,205) |
|
(1,760) |
|
(3,128) |
| |
128,574 |
|
116,252 |
|
254,372 |
|
241,719 |
| Changes in assets and liabilities |
|
|
|
|
|
|
|
| Trade receivables |
148,292 |
|
202,582 |
|
60,511 |
|
(4,344) |
| Inventories |
(75,779) |
|
(29,786) |
|
(60,460) |
|
(27,671) |
| Recoverable taxes |
1,812 |
|
5,266 |
|
8,153 |
|
8,448 |
| Other assets |
(10,508) |
|
(27,067) |
|
(39,756) |
|
(35,077) |
| Trade payables |
18,296 |
|
22,182 |
|
42,909 |
|
51,637 |
| Labor and social obligations |
1,683 |
|
11,630 |
|
25,265 |
|
25,745 |
| Taxes and contributions payable |
(8,938) |
|
228 |
|
(1,584) |
|
(978) |
| Advances from customers |
(128,437) |
|
(109,529) |
|
78,783 |
|
25,641 |
| Other liabilities |
14,720 |
|
(196) |
|
(2,654) |
|
9,228 |
| Cash from operations |
89,715 |
|
191,562 |
|
365,539 |
|
294,348 |
| Income taxes paid |
(2,222) |
|
(4,792) |
|
(33,387) |
|
(47,474) |
| Interest paid on lease liabilities |
(1,859) |
|
(1,039) |
|
(4,223) |
|
(2,346) |
| Interest paid on accounts payable to selling shareholders |
(73,341) |
|
(36,536) |
|
(73,568) |
|
(36,914) |
| Interest paid on loans and financing |
(16,646) |
|
(16,412) |
|
(127,239) |
|
(31,992) |
| Payments for contingent consideration |
(19,620) |
|
(70,541) |
|
(37,221) |
|
(70,541) |
| Payment for stock options |
- |
|
(75,578) |
|
- |
|
(75,578) |
| Net cash flows (used in) from operating activities |
(23,973) |
|
(13,336) |
|
89,901 |
|
29,503 |
| |
|
|
|
|
|
|
|
| Investing activities |
|
|
|
|
|
|
|
| Acquisition of property and equipment |
(3,174) |
|
(1,726) |
|
(4,818) |
|
(8,398) |
| Payment of investments and interests in other entities |
- |
|
- |
|
(20) |
|
(18) |
| Cash attributed from acquisition of subsidiaries |
- |
|
- |
|
164,252 |
|
- |
| Sale of interest in subsidiary, net of cash sold |
452 |
|
- |
|
452 |
|
- |
| Acquisition of intangible assets |
(39,200) |
|
(50,241) |
|
(74,596) |
|
(96,053) |
| Purchase of financial investments |
(74,674) |
|
(362,091) |
|
(184,466) |
|
(529,891) |
| Redemption of financial investments |
69,334 |
|
729,613 |
|
451,639 |
|
1,152,356 |
| Interest received from financial investments |
1,641 |
|
14,666 |
|
9,307 |
|
18,428 |
| Loans to related parties |
- |
|
(4,812) |
|
- |
|
(4,812) |
| Net cash flows (used in) from investing activities |
(45,621) |
|
325,409 |
|
361,750 |
|
531,612 |
| Financing activities |
|
|
|
|
|
|
|
| Purchase of treasury shares |
- |
|
(16,893) |
|
- |
|
(51,616) |
| Payment of lease liabilities |
(8,896) |
|
(5,712) |
|
(18,900) |
|
(12,005) |
| Payment of accounts payable to selling shareholders |
(209,316) |
|
(119,293) |
|
(236,474) |
|
(121,270) |
| Loans and financing payments |
(5,899) |
|
(5,469) |
|
(11,854) |
|
(211,329) |
| Net cash flows used in financing activities |
(224,111) |
|
(147,367) |
|
(267,228) |
|
(396,220) |
| |
|
|
|
|
|
|
|
| Foreign exchange effects on cash and cash equivalents |
123 |
|
1,743 |
|
(457) |
|
(285) |
| (Decrease) increase in cash and cash equivalents |
(293,582) |
|
166,449 |
|
183,966 |
|
164,610 |
| |
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
|
|
|
|
|
|
| At the beginning of the period |
693,908 |
|
209,304 |
|
216,360 |
|
211,143 |
| At the end of the period |
400,326 |
|
375,753 |
|
400,326 |
|
375,753 |
| (Decrease) increase in cash and cash equivalents |
(293,582) |
|
166,449 |
|
183,966 |
|
164,610 |
| Arco Platform Limited |
| Reconciliation of Non-GAAP Measures |
| |
| Reconciliation of Adjusted EBITDA |
| |
|
|
|
|
|
|
|
|
| |
|
Three-month period ended June 30, |
|
Six-month period ended June 30, |
| (In thousands of Brazilian reais) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
| |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| Net (loss) profit for the period |
|
(74,036) |
|
(13,341) |
|
16,586 |
|
89,318 |
| (+/-) Income taxes |
|
(35,562) |
|
1,227 |
|
(65,501) |
|
7,458 |
| (+/-) Finance result |
|
69,401 |
|
24,103 |
|
128,372 |
|
(10,029) |
| (+) Depreciation and amortization |
|
80,779 |
|
74,302 |
|
173,955 |
|
140,083 |
| (+) Share of loss of equity-accounted investees |
|
591 |
|
14,294 |
|
1,443 |
|
19,936 |
| EBITDA |
|
41,173 |
|
100,585 |
|
254,855 |
|
246,766 |
| (+) Share-based compensation plan |
|
22,944 |
|
3,726 |
|
59,924 |
|
19,149 |
| (+) Share-based compensation plan and restricted stock units |
|
20,306 |
|
1,810 |
|
41,130 |
|
9,830 |
| (+) Provision for payroll taxes (restricted stock units) |
|
2,638 |
|
1,916 |
|
18,794 |
|
9,319 |
| (+) M&A expenses |
|
14,307 |
|
7,714 |
|
17,396 |
|
9,186 |
| (-) Other changes to equity accounted investees |
|
(13,863) |
|
(1,345) |
|
(170,277) |
|
(17,758) |
| (+) Non-recurring expenses |
|
18,907 |
|
- |
|
32,255 |
|
- |
| Adjusted EBITDA |
|
83,468 |
|
110,680 |
|
194,153 |
|
257,343 |
| |
|
|
|
|
|
|
|
|
| Revenue |
|
470,962 |
|
412,137 |
|
1,005,868 |
|
842,174 |
| EBITDA Margin |
|
8.7% |
|
24.4% |
|
25.3% |
|
29.3% |
| Adjusted EBITDA Margin |
|
17.7% |
|
26.9% |
|
19.3% |
|
30.6% |
| |
|
|
|
|
|
|
|
|
| Reconciliation of Adjusted Net Income (Loss) |
| |
|
|
|
|
|
|
|
|
| |
|
Three-month period ended June 30, |
|
Six-month period ended June 30, |
| (In thousands of Brazilian reais) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
| |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| |
|
|
|
|
|
|
|
|
| Net profit (loss) for the period |
|
(74,036) |
|
(13,341) |
|
16,586 |
|
89,318 |
| (+) Share-based compensation plan |
|
22,944 |
|
3,726 |
|
59,924 |
|
19,149 |
| (+) Share-based compensation plan and restricted stock units |
|
20,306 |
|
1,810 |
|
41,130 |
|
9,830 |
| (+) Provision for payroll taxes (restricted stock units) |
|
2,638 |
|
1,916 |
|
18,794 |
|
9,319 |
| (+) M&A expenses |
|
14,307 |
|
7,714 |
|
17,396 |
|
9,186 |
| (-) Other changes to equity accounted investees |
|
(13,863) |
|
(1,345) |
|
(170,277) |
|
(17,758) |
| (+) Non-recurring expenses |
|
18,907 |
|
- |
|
32,255 |
|
- |
| (+/-) Adjustments related to business combination |
|
43,187 |
|
8,134 |
|
100,182 |
|
58,037 |
| (+) Amortization of intangible assets from business combinations |
|
29,554 |
|
29,142 |
|
59,917 |
|
57,599 |
| (+/-) Changes in accounts payable to selling shareholders |
|
8,695 |
|
(33,348) |
|
26,296 |
|
(26,320) |
| (+) Interest expenses, net (adjusted by fair value) |
|
4,938 |
|
12,340 |
|
13,969 |
|
26,758 |
| (+/-) Non-cash adjustments related to derivative instruments and convertible notes |
|
(24,244) |
|
(19,571) |
|
(79,227) |
|
(125,220) |
| (+/-) Tax effects |
|
90,933 |
|
(8,500) |
|
59,271 |
|
(24,640) |
| Adjusted Net Income (Loss) |
|
78,135 |
|
(23,183) |
|
36,110 |
|
8,072 |
| |
|
|
|
|
|
|
|
|
| Net Revenue |
|
470,962 |
|
412,137 |
|
1,005,868 |
|
842,174 |
| Adjusted Net Income Margin |
|
16.6% |
|
-5.6% |
|
3.6% |
|
1.0% |
| Weighted average shares |
|
66,242 |
|
55,917 |
|
66,012 |
|
56,008 |
| Adjusted EPS |
|
1.18 |
|
(0.41) |
|
0.55 |
|
0.14 |
|
Reconciliation of Free Cash
Flow |
| |
|
|
|
|
| |
|
Three-month period ended June 30, |
|
Six-month period ended June 30, |
| (In thousands of Brazilian reais) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
| |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| (Loss) profit before income taxes |
|
(109,598) |
|
(12,114) |
|
(48,915) |
|
96,776 |
| (+/-) Non-cash adjustments to reconcile Adj, EBITDA to cash from operations |
|
238,172 |
|
128,366 |
|
303,287 |
|
144,943 |
| (+/-) Working capital (Changes in assets and liabilities) |
|
(38,859) |
|
75,310 |
|
111,167 |
|
52,629 |
| Cash from operations |
|
89,715 |
|
191,562 |
|
365,539 |
|
294,348 |
| (-) Income tax paid |
|
(2,222) |
|
(4,792) |
|
(33,387) |
|
(47,474) |
| (-) CAPEX |
|
(42,374) |
|
(51,967) |
|
(79,414) |
|
(104,451) |
| Free cash flow to firm |
|
45,119 |
|
134,803 |
|
252,738 |
|
142,423 |
| (-) Interest paid on loans and financings & lease liabilities |
|
(18,505) |
|
(17,451) |
|
(131,462) |
|
(34,338) |
| (-) Interest paid on accounts payable to selling shareholders |
|
(73,341) |
|
(36,536) |
|
(73,568) |
|
(36,914) |
| (-) Payments for contingent consideration2 |
|
(19,620) |
|
(70,541) |
|
(37,221) |
|
(70,541) |
| (-) Payments of stock options3 |
|
- |
|
(75,578) |
|
- |
|
(75,578) |
| Free cash flow |
|
(66,347) |
|
(65,303) |
|
10,487 |
|
(74,948) |
| (-) M&A classified as payments for contingent consideration2 |
|
19,620 |
|
70,541 |
|
37,221 |
|
70,541 |
| (-) M&A classified as payments of stock options3 |
|
- |
|
75,578 |
|
- |
|
75,578 |
| (-) M&A classified as intangible assets acquisition (CAPEX1) |
|
- |
|
8,701 |
|
- |
|
14,208 |
| Free cash flow (managerial) |
|
(46,727) |
|
89,517 |
|
47,708 |
|
85,379 |
| 1) | For 2022, is
related to M&A payments (PGS’ and Mentes’ acquisition, being R$5.5 million
in 1Q22 and R$8.7 million in 2Q22), from the accounting CAPEX of R$42.4 million in 1Q22 and
R$37.0 million in 2Q22. |
| 2) | Related to
M&A payment (difference between amount in the PPA and the final transaction amount calculated
by the earn-out multiple related to the acquisition of subsidiaries). |
| 3) | Related to
M&A payment (Geekie employees’ SOP). |
| |
|
Three-month period ended June 30, |
|
Six-month period ended June 30, |
| (In thousands of Brazilian reais) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
| |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| Free cash flow to firm |
|
45,119 |
|
134,803 |
|
252,738 |
|
142,423 |
| (+) M&A classified as CAPEX¹ |
|
- |
|
8,701 |
|
- |
|
14,208 |
| Free cash flow to firm (managerial) |
|
45,119 |
|
143,504 |
|
252,738 |
|
156,631 |
| 1) | For 2022, is
related to M&A payments (PGS’ and Mentes’ acquisition, being R$5.5 million
in 1Q22 and R$8.7 million in 2Q22), from the accounting CAPEX of R$42.4 million in 1Q22 and
R$37.0 million in 2Q22. |
Reconciliation of Taxable Income
| |
|
Three-month period ended June 30, |
|
Six-month period ended June 30, |
| (In thousands of Brazilian reais) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
| |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| (Loss) profit before income taxes |
|
(109,598) |
|
(12,114) |
|
(48,915) |
|
96,776 |
| (+) Share-based compensation plan, RSU and provision for payroll taxes¹ |
|
18,778 |
|
(16,582) |
|
43,907 |
|
(18,814) |
| (+) Amortization of intangible assets from business combinations before incorporation¹ |
|
4,087 |
|
6,094 |
|
8,268 |
|
13,846 |
| (+/-) Changes in accounts payable to selling shareholders¹ |
|
(49,413) |
|
(6,269) |
|
(58,639) |
|
23,604 |
| (+/-) Share of loss of equity-accounted investees |
|
591 |
|
14,294 |
|
1,443 |
|
19,936 |
| (+) Net income from Arco Platform (Cayman) |
|
(14,102) |
|
5,007 |
|
(191,544) |
|
(104,508) |
| (+) Fiscal loss without deferred |
|
12,257 |
|
6,695 |
|
14,187 |
|
11,846 |
| (+/-) Provisions booked in the period |
|
33,923 |
|
12,834 |
|
137,279 |
|
44,119 |
| (+) Tax loss carryforward |
|
195,478 |
|
7,344 |
|
265,365 |
|
37,023 |
| (+) Others |
|
2,840 |
|
5,092 |
|
3,368 |
|
10,172 |
| Taxable income |
|
94,841 |
|
22,395 |
|
174,719 |
|
134,000 |
| |
|
|
|
|
|
|
|
|
| Current income tax under actual profit method |
|
(32,245) |
|
(7,614) |
|
(59,404) |
|
(45,560) |
| % Tax rate under actual profit method |
|
34.0% |
|
34.0% |
|
34.0% |
|
34.0% |
| Effective current income tax |
|
(32,245) |
|
(7,614) |
|
(59,404) |
|
(45,560) |
| % Effective tax rate |
|
34.0% |
|
34.0% |
|
34.0% |
|
34.0% |
| (+) Recognition of tax-deductible amortization of goodwill and added value² |
|
20,694 |
|
15,546 |
|
41,387 |
|
26,868 |
| (+/-) Other additions (exclusions) |
|
11,967 |
|
106 |
|
3,348 |
|
4,883 |
| Effective current income tax accounted for goodwill benefit |
|
416 |
|
8,038 |
|
(14,669) |
|
(13,809) |
| % Effective tax rate accounting for goodwill benefit |
|
-0.4% |
|
-35.9% |
|
8.4% |
|
10.3% |
| 1) | Temporary differences between the
carrying amount of an asset or liability in the balance sheet and its tax base that will
yield amounts that can be deducted in the future when determining taxable profit or loss. |
| 2) | Added value refers to the fair value of
intangible assets from business combinations. |
Arco Platform (NASDAQ:ARCE)
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From Apr 2024 to May 2024
Arco Platform (NASDAQ:ARCE)
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From May 2023 to May 2024
