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Published: 2023-05-25 16:27:09 ET
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EX-99.1 2 dp194312_ex9901.htm EXHIBIT 99.1

Exhibit 99.1

 

Arco Reports First Quarter

2023 Results

 

Arco delivers strong cash performance in 1Q23 with R$ 208M free cash flow to firm and

debuts new financial & management segment in the p&l following isaac acquisition

 

São Paulo, Brazil, May 25, 2023 – Arco Platform Limited, or Arco or the Company (Nasdaq: ARCE), today reported financial and operating results for the first quarter ended March 31, 2023.

 

 

 

Consolidated 1Q23 figures includes 1Q23 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.

 

Page 1

 

1Q23 Highlights

 

*Net revenue for the first quarter was R$534.9 million, a 24.4% YoY increase, with Core solutions totaling R$392.0 million (+13.2% YoY), Supplemental solutions totaling R$80.4 million (-4.2% YoY due to more concentrated deliveries in fourth quarter versus previous cycle) and financial & management (F&M) solutions debuting with R$ 62.5 million.

 

oExcluding newly created F&M segment, net revenue for pedagogical business (core and supplemental) increased 9.8% YoY. Cycle to date figures reaffirms the strong ACV expected for the 2023 cycle to date, with Core totaling R$839.0 million (+25.7% YoY) and Supplemental totaling R$307.9 million (+37.8% YoY).

 

In the 1Q23, Arco recognized 24.5% of its 2023 ACV vs 27.6% in the 1Q22, thus we recommend investors to analyze our P&L performance on a cycle-to-date basis, for a more accurate assessment on the business underlying profitability trends.

 

*Cash gross margin (gross margin excluding depreciation and amortization) on a consolidated basis was 69.2% in 1Q23 (versus 78.9% in 1Q22).

 

oPedagogical business cash gross margin was 72.0% (versus 78.9% in 1Q22). Since 4Q22 Arco’s COGS has been impacted by the already discussed price increase in the paper supply chain (consequence of pulp and paper hike around the globe), resulting in increased costs for printing our initial patches for the 2023 educational content. We continue to roll-out cost reduction initiatives to offset and outpace such recent and punctual cost pressures and expect positive outcomes on quarters to come, especially in the 2H23.

 

*On the opposite direction, Arco delivered a strong performance on SG&A, especially when analyzing the figures cycle-to-date, which we consider a more adequate comparison given the difference in revenue recognition.

 

*In the quarter, consolidated selling expenses excluding depreciation and amortization totaled R$161.3 million in 1Q23 (+17.2% YoY).

 

oPedagogical business posted R$157.4 million in selling expenses in 1Q23 (+14.4% YoY). Cycle-to-date, selling expenses for the pedagogical business reached R$305.9 million, up 20.2% YoY and representing 26.9% of revenues in the cycle, vs 28.7% in the same period 2022.

 

*General and administrative expenses (G&A) figures excluding depreciation and amortization increased on consolidated basis due to the consolidation of isaac structure, totaling R$151.5 million in 1Q23.

 

oPedagogical business G&A expenses excluding depreciation and amortization reached R$85.0 million (+16.9% YoY versus 1Q22). Cycle-to-date G&A for the pedagogical business increased 7.6% YoY, for almost 300bps dilution YoY to 13.5% of revenues in the 2023 cycle.

 

 

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*Consolidated adjusted EBITDA was R$110.7 million in 1Q23 (-24.5% YoY), with an adjusted EBITDA margin of 20.7%.

 

oPedagogical business delivered an adjusted EBITDA of R$125.5 million (-14.5% YoY) with an adjusted EBITDA margin of 26.6% versus 34.1% in 1Q22. The lower revenue recognition in the quarter combined with the aforementioned cost pressures explain the margin performance. In the 2023 cycle, adjusted EBITDA margin remained stable YoY at 41.5% for the pedagogical business and we reiterate our 2023 guidance for EBITDA margin between 36.5% and 38.5%.

 

*Consolidated adjusted net income (loss) in 1Q23 was R$(42.0) million, with an adjusted net margin of (7.9) % (versus 7.3% in 1Q22), impacted by higher finance expenses, the consolidation of isaac structure and higher depreciation and amortization.

 

*Moving to cash flow, consolidated cash from operations in the 1Q23 reached R$275.8 million (from R$102.8 million in 1Q22). For the quarter, free cash flow to firm was R$207.6 million, or R$194.5 million above the R$13.1 million free cash flow to firm of 1Q22. After interest payment, Arco generated R$ 94.4 million of free cash flow (representing 17.7% of net revenues) in the first quarter of 2023 (vs. -R$4.1 million in 1Q22, representing -1.0% of net revenues). The significant improvement in cash flow generation reflects an ongoing normalization in working capital behavior combined with a more disciplined capital allocation strategy.

 

Free cash flow to firm (managerial) 1Q23 1Q22

% of net revenue

1Q23

% of net revenue

1Q22

YoY
Adjusted EBITDA 110.7 146.7 20.7% 34.1% -13 p.p
(+/-) Non-cash adjustments 15.1 (21.2) 2.8% -4.9% +8 p.p
(+/-) Working capital 150.0 (22.7) 28.0% -5.3% +33 p.p
(-) Income taxes paid (31.2) (42.7) -5.8% -9.9% +4 p.p
(-) CAPEX¹ (37.0) (47.0) -6.9% -10.9% +4 p.p
 Free cash flow to firm (managerial) 207.6 13.1 38.8% 3.1% +36 p.p
1)Excludes R$5.5 million related to M&A payments (PGS’ and Mentes’ acquisition).

 


 

Page 3

 

oPedagogical business generated its highest free cash flow to firm in Arco’s history at 39.7% vs 3.1% of revenues in the 1Q22, showing important improvements across all the most relevant cash flow drivers, including working capital (both DSO and DIO), capex and taxes.

 

 

*Consolidated days of sales outstanding already brought important improvements with DSO in 1Q23 at 187 days versus 212 days in 1Q22.

 

oPedagogical business DSO in 1Q23 was 188 days vs 212 days in the 1Q22. Delinquency figures for pedagogical business remained at healthy levels and ended 1Q23 at 5.3% from 4.2% in 4Q22 and 7.2% in 1Q22.

 

Provision for expected credit losses  Pedagogical business (R$M) 1Q23 1Q22 YoY 4Q22 QoQ
Allowance for doubtful accounts 5.5 (6.2)         n.a. 6.3 -13%
% of net revenue  1.2% -1.4% 2.5p.p. 0.9% 0.3p.p.

 

 

Days of sales outstanding Mar. 31, 2023 Mar. 31, 2022 YoY

Mar.31 2023 

(pedagogical)

Mar. 31, 2022 YoY
Trade receivables (R$M) 1,132.8 887.1 28% 1,027.6 887.1 16%
(-) Allowance for doubtful accounts   (116.2) (80.9) 44% (90.5) (80.9) 12%
Trade receivables, net (R$M) 1,016.6 806.2 26% 937.1 806.2 16%
Net revenue LTM pro-forma¹ 1,988.3 1,387.3 43% 1,817.2 1,387.3 31%
Adjusted DSO 187 212 -12% 188 212 -11%
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 1Q23 was R$37.0 million, or 6.9% of net revenue (versus 10.9% of net revenue in 1Q22).

 

oPedagogical business CAPEX was R$ 28.4 million, or 6.0% of net revenue (versus 10.9% of net revenue in 1Q22). In the 2023 cycle to date, CAPEX reached 6.4% of revenues vs 16.3% in the 2022 cycle so far and has contributed to significant expansion on the Adj. EBITDA minus CAPEX metric that reached 35.0% cycle to date in March, 2023, versus 25.2% cycle to date 2022.

 

CAPEX (R$M) 1Q23 1Q22 YoY 4Q22 QoQ
Acquisition of intangible assets¹ 35.4 40.3 -12.2% 42.8 -17.3%
Educational platform - content development 0.3 3.9 -92.3% 0.2 50.0%
Educational platform - platforms & tech 17.6 24.6 -28.5% 35.9 -51.0%
Software 15.7 10.3 52.4% 2.8 460.7%
Copyrights and others 1.8 1.5 20.0% 3.9 -53.8%
Acquisition of PP&E 1.6 6.7 -76.1% 2.0 -20.0%
TOTAL¹ 37.0 47.0 -21.3% 44.8 -17.4%

1) For 2022 excludes R$5.5 million related to M&A payments (PGS’ and Mentes’ acquisition from the accounting CAPEX of R$52.5 million.

 

Page 4

 

*Arco’s corporate restructuring is ongoing and progressing as planned. On May 1, 2023, the Company completed a corporate reorganization through the incorporation of INCO Limited (“isaac”) by Arco Platform Limited. INCO Limited was domiciled in Cayman Island and was incorporated by Arco Platform Ltd. (another Cayman Island company). Cayman Island tax legislation diverge from Brazil legislation: in Brazil it is possible to take tax benefits from incorporated acquired companies. Once the incorporation did not occur among Brazilian entities, there is no additional tax benefit regarding INCO acquisition. 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 18.9% in 1Q23 (versus 19.6% in 1Q22).

 

Intangible assets - net balances (R$M)  Mar 31, 2023  Mar. 31, 2022 YoY  Dec. 31, 2022 QoQ
Business Combination 3,522.4 2,977.8 18.3% 2,893.8 21.7%
Trademarks 486.7 495.2 -1.7% 471.8 3.2%
Customer relationships 236.3 265.5 -11.0% 237.0 -0.3%
Educational system 198.0 233.9 -15.3% 206.9 -4.3%
Softwares 14.3 10.3 38.8% 8.4 70.2%
Educational platform 5.1 4.1 24.4% 4.7 8.5%
Others¹ 17.1 18.9 -9.5% 14.1 21.3%
Goodwill 2,564.9 1,949.9 31.5% 1,950.9 31.5%
Operational 329.6 276.1 19.4% 290.2 13.6%
Educational platform² 179.4 198.2 -9.5% 188.3 -4.7%
Softwares 124.2 66.8 85.9% 76.7 61.9%
Copyrights 26.0 11.0 136.4% 25.2 3.2%
Customer relationships - 0.1 -100.0% - n/a
TOTAL 3,852.0 3,253.9 18.4%  3,184.0 21.0%

1) Non-compete agreements and rights on contracts. 2) Includes content development in progress.

 

Amortization of intangible assets (R$M) 1Q23 1Q22 YoY 4Q22 QoQ
Business Combination (80.5) (60.4) 33.3%  (84.4) -4.6%
Trademarks (7.9) (7.7) 2.6%  (8.0) -1.3%
Customer relationships (10.8) (9.2) 17.4%  (8.7) 24.1%
Educational system (8.8) (9.3) -5.4%  (8.8) 0.0%
Softwares (1.2) (0.7) 71.4%  (0.7) 71.4%
Educational platform (0.2) (0.2) 0.0%  (0.2) 0.0%
Others¹ (1.5) (1.4) 7.1%  (1.6) -6.3%
Goodwill (50.1) (31.9) 57.1%  (56.4) -11.2%
Operational (35.7) (29.5) 21.0%  (33.0) 8.2%
Educational platform² (27.4) (22.3) 22.9%  (20.4) 34.3%
Softwares (6.2) (5.2) 19.2%  (6.3) -1.6%
Copyrights (2.1) (1.9) 10.5%  (6.1) -65.6%
Customer relationships - (0.1) -100.0%  (0.2) -100.0%
TOTAL (116.2) (89.8) 29.3%  (117.4) -1.0%

1) Non-compete agreements and rights on contracts. 2) Includes content development in progress.

 

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Amortization of intangible assets (R$M) Impacts
P&L
Originates tax benefit Amortization with tax benefit in 1Q23²
Amortization Tax benefit Impact on net income
Business Combination     (58.7) 19.9 (38.7)
Trademarks Yes Yes² (2.4) 0.8 (1.6)
Customer relationships Yes Yes² (2.9) 1.0 (1.9)
Educational system Yes Yes² (2.8) 0.9 (1.8)
Others¹ Yes Yes² (0.5) 0.2 (0.3)
Goodwill No Yes² (50.1) 17.0 (33.1)
Operational  Yes  Yes (35.7) 12.1 (23.6)
TOTAL     (94.4) 32.0 (62.3)

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    66
Customer relationships  25  25  25  59    111
Educational system  27  27  27  106    32
Software license  -     -     -     -       11
Rights on contracts  1  1  1  2    1
Others  2  2  1  1    10
Goodwill  237  231  227  761    355
Total  319  313  308  1.247   587
Maximum tax benefit 108 106 105 424   199

 

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   587
Total  319  313  308  1.247    587
Maximum tax benefit  108  106  105 424   199

 

*Arco’s cash and cash equivalents plus financial investments position as of March 31st, 2023 was R$837.7 million, while financial debt1 and accounts payable to selling shareholders were R$2,675.6 million, resulting in a net debt of R$1,837.9 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) Amount subject to an arbitration process. Please reference the Financial Statements as of March 31st, 2023, for additional details.

 

Page 6

 

Conference Call Information

 

Arco will discuss its first quarter 2023 results today, May 25, 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 June 1, 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

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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 represents 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.

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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 and Managerial Free Cash Flow 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.

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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/

 

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Arco Platform Limited 
Interim condensed consolidated statements of financial position
         
    March 31,   December 31,
(In thousands of Brazilian reais)   2023   2022
Assets   (unaudited)    
Current assets        
Cash and cash equivalents   693,908    216,360 
Financial investments   119,963    391,785 
Trade receivables   1,016,611    856,887 
Inventories   219,245    254,060 
Recoverable taxes   69,570    67,166 
Related parties   4,079    3,956 
Other assets   121,548    82,515 
Total current assets   2,244,924    1,872,729 
         
Non-current assets        
Financial investments   23,834    30,861 
Recoverable taxes   11,010    11,108 
Deferred income tax   449,766    337,267 
Other assets   78,334    78,038 
Investments and interests in other entities   23,093    111,631 
Property and equipment   56,870    59,031 
Right-of-use assets   69,136    68,696 
Intangible assets   3,851,953    3,184,047 
Total non-current assets   4,563,996    3,880,679 
         
Total assets   6,808,920    5,753,408 
         
Liabilities        
Current liabilities        
Trade payables   218,138    182,748 
Labor and social obligations   134,054    89,044 
Lease liabilities   35,124    34,329 
Loans and financing   55,373    102,873 
Derivative financial instruments   5,181    3,693 
Taxes and contributions payable   19,232    9,488 
Income taxes payable   13,352    28,576 
Advances from customers   223,299    16,079 
Accounts payable to selling shareholders   1,073,957    1,060,746 
Other liabilities   8,155    6,013 
Total current liabilities   1,785,865    1,533,589 
         
Non-current liabilities        
Labor and social obligations   2,605    1,451 
Lease liabilities   42,459    42,576 
Loans and financing   1,819,346    1,833,956 
Derivative financial instruments   63,800    110,154 
Provision for legal proceedings   2,358    3,174 
Accounts payable to selling shareholders   347,980    330,457 
Other liabilities   600    621 
Total non-current liabilities   2,279,148    2,322,389 
         
Equity        
Share capital   14    11 
Capital reserve   2,757,393    2,009,799 
Treasury shares     (8,205)
Share-based compensation reserve   95,061    95,008 
Accumulated losses   (108,561)   (199,183)
Total equity   2,743,907    1,897,430 
         
Total liabilities and equity   6,808,920    5,753,408 

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Arco Platform Limited

Interim condensed consolidated statements of income

 

    Three-month period ended March 31,
(In thousands of Brazilian reais, except earnings per share)   2023   2022
         
    (unaudited)   (unaudited)
Revenue   534,906    430,037 
Cost of sales   (215,734)   (116,578)
Gross profit   319,172    313,459 
         
Operating expenses:        
Selling expenses   (191,171)   (164,353)
General and administrative expenses   (163,682)   (86,100)
Other income, net   156,187    17,394 
Operating profit   120,506    80,400 
         
Finance income   102,931    159,233 
Finance costs   (161,902)   (125,101)
Finance result   (58,971)   34,132 
         
Share of loss of equity-accounted investees   (852)   (5,642)
         
Profit before income taxes   60,683    108,890 
Income taxes - income (expense)        
Current   (15,085)   (21,847)
Deferred   45,024    15,616 
Total income taxes – income (expense)   29,939    (6,231)
         
Net profit for the period   90,622    102,659 
         
Basic earnings per share – in Brazilian reais        
Class A   1.38    1.83 
Class B   1.38    1.83 
Diluted earnings per share – in Brazilian reais        
Class A   0.28    (1.42)
Class B   1.38    1.83 
         
Weighted-average shares used to compute net profit per share:        
Basic   65,778    56,100 
Diluted   71,402    61,380 

Page 12

 

Arco Platform Limited

Interim condensed consolidated statements of cash flows

 

    Three-month period ended March 31,
(In thousands of Brazilian reais)   2023   2022
         
    (unaudited)   (unaudited)
Operating activities        
Profit before income taxes   60,683    108,890 
Adjustments to reconcile profit before income taxes to cash from operations        
Depreciation and amortization   93,176    65,781 
Inventory allowances   9,364     2,399 
Provision (reversal) for expected credit losses   30,077    (6,231)
Loss (profit) on sale/disposal of property and equipment and intangible   542    (78)
Fair value change in derivative financial instruments   (43,794)   (11,653)
Fair value adjustment in accounts payable to selling shareholders   17,601    7,028 
Share of loss of equity-accounted investees   852    5,642 
Share-based compensation plan   20,824    6,195 
Accrued interest on loans and financing   69,862    48,770 
Interest accretion on accounts payable to selling shareholders   42,822    43,930 
Income from financial investment   (1,330)   (20,560)
Interest on lease liabilities   2,924    1,161 
(Reversal) provision for legal proceedings   (843)   95 
Provision for payroll taxes (restricted stock units)   (3,133)   (3,260)
Foreign exchange effects, net   (16,191)   (105,306)
Fair value of previously held interest in associate   (156,414)  
Gain on changes of interest of investment     (16,413)
Other financial expense (income), net   (1,224)   (923)
    125,798    125,467 
Changes in assets and liabilities        
Trade receivables   (87,781)   (206,926)
Inventories   15,319    2,115 
Recoverable taxes   6,341    3,182 
Other assets   (29,248)   (8,010)
Trade payables   24,613    29,455 
Labor and social obligations   23,582    14,115 
Taxes and contributions payable   7,354    (1,206)
Advances from customers   207,220    135,170 
Other liabilities   (17,374)   9,424 
Cash from operations   275,824    102,786
Income taxes paid   (31,165)   (42,682)
Interest paid on lease liabilities   (2,364)   (1,307)
Interest paid on accounts payable to selling shareholders   (227)   (378)
Interest paid on loans and financing   (110,593)   (15,580)
Payments for contingent consideration   (17,601)  
Net cash flows generated from operating activities   113,874    42,839 
         
Investing activities        
Acquisition of property and equipment   (1,644)   (6,672)
Payment of investments and interests in other entities   (20)   (18)
Cash attributed from acquisition of subsidiaries   164,252   
Acquisition of intangible assets   (35,396)   (45,812)
Purchase of financial investments   (109,792)   (167,800)
Redemption of financial investments   382,305     422,743 
Interest received from financial investments   7,666    3,762 
Net cash flows generated from investing activities   407,371    206,203 
         

Financing activities
       
Purchase of treasury shares     (34,723)
Payment of lease liabilities    (10,004)   (6,293)
Payment of accounts payable to selling shareholders    (27,158)   (1,977)
Loans and financings payments   (5,955)   (205,860)
Net cash flows used in financing activities   (43,117)   (248,853)
         
Foreign exchange effects on cash and cash equivalents   (580)   (2,028)
Increase (decreased) in cash and cash equivalents   477,548    (1,839)
         
Cash and cash equivalents        
At the beginning of the period   216,360    211,143 
At the end of the period   693,908    209,304 
Increase (decreased) in cash and cash equivalents   477,548    (1,839)

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Arco Platform Limited

Reconciliation of Non-GAAP Measures

 

Reconciliation of Adjusted EBITDA

 

    Three-month period ended March 31,
(In thousands of Brazilian reais)   2023   2022
    (unaudited)   (unaudited)
Net profit for the period    90,622     102,659 
(+/-) Income taxes    (29,939)    6,231 
(+/-) Finance result    58,971     (34,132)
(+) Depreciation and amortization    93,176     65,781 
(+) Share of loss of equity-accounted investees    852     5,642 
EBITDA    213,682     146,181 
(+) Share-based compensation plan   36,980     15,423 
(+) Share-based compensation plan and restricted stock units    20,824     8,020 
(+) Provision for payroll taxes (restricted stock units)    16,156     7,403 
(+) M&A expenses    3,089     1,472 
(-) Other changes to equity accounted investees    (156,414)    (16,413)
(+) Non-recurring expenses    13,348     -    
Adjusted EBITDA   110,685     146,663 
         
Revenue    534,906     430,037 
EBITDA Margin   39.9%   34.0%
Adjusted EBITDA Margin   20.7%   34.1%

 

Reconciliation of Adjusted Net Income (Loss)

 

    Three-month period ended March 31,
(In thousands of Brazilian reais)   2023   2022
   

(unaudited) 

 

(unaudited) 

         
Net profit for the period    90,622     102,659 
(+) Share-based compensation plan   36,980     15,423 
(+) Share-based compensation plan and restricted stock units    20,824     8,020 
(+) Provision for payroll taxes (restricted stock units)   16,156     7,403 
(+) M&A expenses    3,089     1,472 
(-) Other changes to equity accounted investees    (156,414)    (16,413)
(+) Non-recurring expenses    13,348     -    
(+/-) Adjustments related to business combination    56,995     49,903 
(+) Amortization of intangible assets from business combinations    30,363     28,457 
(+/-) Changes in accounts payable to selling shareholders    17,601     7,028 
(+) Interest expenses, net (adjusted by fair value)    9,031     14,418 
(+/-) Non-cash adjustments related to derivative instruments and convertible notes    (54,983)    (105,649)
(+/-) Tax effects    (31,662)    (16,140)
Adjusted Net Income (Loss)  

(42,025) 

 

31,255 

         
Net Revenue    534,906     430,037 
Adjusted Net Income Margin   -7.9%   7.3%
Weighted average shares   65,778   56,100 
Adjusted EPS    (0.64)   0.56 

Page 14

 

Reconciliation of Free Cash Flow

 

    Three-month period ended March 31,
(In thousands of Brazilian reais)   2023   2022
    (unaudited)   (unaudited)
Profit before income taxes    60,683    108,890
(+/-) Non-cash adjustments to reconcile Adj, EBITDA to cash from operations    65,115    16,577
(+/-) Working capital (Changes in assets and liabilities)    150,026    (22,681)
Cash from operations    275,824    102,786
(-) Income tax paid    (31,165)    (42,682)
(-) CAPEX    (37,040)    (52,484)
Free cash flow to firm    207,619    7,620
(-) Interest paid on loans and financings & lease liabilities    (112,957)    (16,887)
(-) Interest paid on accounts payable to selling shareholders    (227)    (378)
(-) Payments for contingent consideration2    (17,601)    -   
Free cash flow    76,834    (9,645)
(-) M&A classified as intangible assets acquisition (CAPEX1)   -   5,507
(-) M&A classified as payments for contingent consideration2    17,601    -   
Free cash flow (managerial)    94,435    (4,138)
1)For 2022, considers R$5.5 million related to M&A payments (PGS’ and Mentes’ acquisition) from the accounting CAPEX of R$52.5 million.

 

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).

 

    Three-month period ended March 31,
(In thousands of Brazilian reais)   2023   2022
    (unaudited)   (unaudited)
Free cash flow to firm    207,619     7,620 
(+) M&A classified as CAPEX¹    -       5,507   
Free cash flow to firm (managerial)    207,619     13,127 
1)For 2022, considers R$5.5 million related to M&A payments (PGS’ and Mentes’ acquisition) from the accounting CAPEX of R$52.5 million.

 

Page 15

 

Reconciliation of Taxable Income

 

    Three months period ended March 31,
(In thousands of Brazilian reais)   2023   2022
    (unaudited)   (unaudited)
Profit before income taxes   60,683    108,890 
(+) Share-based compensation plan, RSU and provision for payroll taxes¹   25,129    (2,232)
(+) Amortization of intangible assets from business combinations before incorporation¹   4,181    7,752
(+/-) Changes in accounts payable to selling shareholders¹   (9,226)   29,873 
(+) Share of loss of equity-accounted investees   852   5,642 
(+) Net income from Arco Platform (Cayman)   (177,442)   (109,515)
(+) Fiscal loss without deferred   1,930    5,151 
(+/-) Provisions booked in the period   103,356    31,285 
(+) Tax loss carryforward   69,887    29,679 
(+) Others   528    5,080 
Taxable income   79,878    111,605 
         
Current income tax under actual profit method   (27,159)   (37,946)
% Tax rate under actual profit method   34.0%   34.0%
Effective current income tax   (27,159)   (37,946)
% Effective tax rate   34.0%   32.5%
(+) Recognition of tax-deductible amortization of goodwill and added value²   20,693    11,322 
(+/-) Other additions (exclusions)   (8,619)   4,777 
Effective current income tax accounted for goodwill benefit   (15,085)   (21,847)
% Effective tax rate accounting for goodwill benefit   18.9%   19.6%
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.

 

Page 16