SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Arco Platform Ltd. – ‘6-K’ for 8/18/22 – ‘EX-99.1’

On:  Thursday, 8/18/22, at 4:34pm ET   ·   For:  8/18/22   ·   Accession #:  950103-22-14198   ·   File #:  1-38673

Previous ‘6-K’:  ‘6-K’ on / for 8/18/22   ·   Next:  ‘6-K’ on 10/7/22 for 10/6/22   ·   Latest:  ‘6-K’ on 12/8/23 for 12/5/23

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/18/22  Arco Platform Ltd.                6-K         8/18/22    2:949K                                   Davis Polk & … LLP 01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Current, Quarterly or Annual Report by a Foreign    HTML     13K 
                Issuer                                                           
 2: EX-99.1     Miscellaneous Exhibit                               HTML    361K 

Exhibit 99.1

Arco Reports

Second Quarter 2022 Results

Arco delivers R$412.1 million in revenues in 2Q22, a 61% increase versus 2Q21

São Paulo, Brazil, August 18, 2022 – Arco Platform Limited, or Arco or Company (Nasdaq: ARCE), today reported financial and operating results for the second quarter ended June 30, 2022.

Ari de Sá Neto, CEO and founder

1) Please see Adjusted EBITDA Reconciliation on page 17. 2) Please see Adjusted Net Income Reconciliation on pages 17 and 18.

Financial Highlights

Net revenue for the second quarter was R$412.1 million, a 61% year-over-year (YoY) increase, representing a 26.4% revenue recognition of 2022 ACV bookings. Core solutions totaled R$367.3 million (+83% YoY), while Supplemental solutions were R$44.8 million (-20% YoY) as most of the revenue recognition for this segment takes place in Q4 (cycle-to-date 82.7% of the Supplemental solutions’ ACV has already been recognized). For the first six months of 2022, net revenue increased 43% year-over-year to R$842.2 million, with Core solutions increasing 54% to R$713.5 million and Supplemental solutions increasing 4% to R$128.7 million. Excluding recent M&A1, net revenue increased 47% YoY in 2Q22 and 31% in 6M22 YoY. On a cycle-to-date (CTD) perspective, Arco already recognized 83.2% of the 2022 ACV and is confident that will be able to recognize 100% by Q3.

The positive effects of our integration and efficiency agenda were crucial to partially offset non-recurring increase in operating costs (content providing and freight) resulting from late orders, as rush printing costs are on average 25% higher than regular printing costs and books were shipped under express tariffs and through more expensive shipping methods (air, dedicated trucks). As a result, gross margin in 2Q22 was 67.7% (vs 73.4% in 2Q21). When excluding depreciation and amortization, cash gross margin was 75.8% for the same period (vs. 78.1% in 2Q21). For the 6 months of 2022, gross margin was 70.4% (vs 73.6% in 6M21) and cash gross margin was 77.4% (vs 78.4% in 6M21). Excluding those non-recurring impacts and recent M&A¹, cash gross margin for 6M22 would be 80.9%.

Higher selling expenses excluding depreciation and amortization at R$147.4 million in 2Q22 (+54% YoY) and R$285.3 million (+50% YoY) in the first six months of 2022 reflect higher investments in commercial activities (identifying and developing leads and cross sell opportunities, intensifying pedagogical support to partner schools, resumption of in-person interactions and events, etc), which are crucial to foster the strong growth potential opportunities and to capture more market share over time in both Core and Supplemental segments, as well as higher inflation for the period (mainly impacting travel expenses). Excluding recent M&A¹, selling expenses increased 50% in 2Q22 and 44% in 6M22. Due to the diligent cash collection process and close relationship with partner schools, Arco was able to improve the quality of its receivables, resulting in a consistent reduction of allowance for doubtful accounts (-106% YoY in 2Q22, -163% YoY in 6M22).

¹ Recent M&As refer to businesses acquired in 2021 (Me Salva, Eduqo, Edupass, COC, Dom Bosco) and 2022 (PGS, Mentes).

General & administrative expenses (G&A) continue to show the results of a more integrated back-office strategy. In 2Q22, G&A expenses excluding depreciation and amortization were R$66.0 million (+28% YoY) and represented 16% of net revenue (versus 20% in 2Q21). Excluding recent M&A¹ G&A expenses increased to R$62.9 million (+25% YoY) in 2Q22. Share-based compensation plan increased 3% in 2Q22 YoY. For the first six months of 2022, G&A expenses excluding depreciation and amortization were R$138.6 million (+16% YoY) and represented 17% of net revenue (versus 20% in 6M21). Excluding the effects of recent M&A¹, G&A expenses increased 7% YoY in 6M22 to R$126.5 million.

Adjusted EBITDA was R$110.7 million in 2Q22 (+53% YoY), with an adjusted EBITDA margin of 26.9% (versus 28.2% in 2Q21). Despite temporarily lower cash gross margin in 2Q22 (-2.3 p.p. YoY), adjusted EBTIDA was positively impacted by G&A efficiencies (+4.1 p.p. YoY). As for the first six months of 2022, adjusted EBITDA increased 35% YoY to R$257.3 million, and adjusted EBTIDA margin was 30.6% (versus 32.4% in 6M21). Excluding the one-off impact from late orders, adjusted EBITDA margin was 31.4% in 2Q22 and 33.2% in 6M22. We expect the adjusted EBITDA margin to be within the 36.5% and 38.5% guidance range by the end of 2022.

Arco presented an adjusted net income (loss) in 2Q22 of R$(23.2) million and adjusted net margin of -5.6% (-14p.p. YoY), impacted by higher finance expenses and D&A. For the six-month period of 2022, adjusted net income was R$8.1 million, with an adjusted net margin of 1.0% (versus 13.0% in 6M21).

From a cycle perspective, 48% revenue growth CTD (35% excluding M&A) is consistent with the robust volume of ACV bookings announced for the 2022 commercial cycle. Efficiency improvements also demonstrate the initial results of our integration strategy, delivering 52% adjusted EBITDA growth and a 1p.p. adjusted EBITDA margin growth versus 2021 CTD (2.7 p.p growth excluding one-off impact from late orders).

1) Excludes and one-off impact on margin from late orders from partner schools, including increased printing and freight costs.

A solid cash collection process led to an important improvement in the quality of accounts receivable, with reduced days sales outstanding - DSO (141 days in 2Q22 from 212 days in 1Q22) and delinquency levels (5.6% in 2Q22 from 10.0% in 2Q21). In 2Q22, R$519 million of receivables were collected, 30% above the R$400 million estimated for the 2Q22 at 1Q22 earnings result.

1) Calculated as net revenues for the last twelve months added to the pro forma revenues from businesses acquired in the period to accurately reflect the Company’s operations.

CAPEX in 2Q22 was R$43.2 million, a 9.6% increase YoY and 10.5% of net revenue (versus 15.4% in 2Q21). For 6M22 CAPEX totaled R$90.2 million, down 210 bps YoY to 10.7% of net revenue (versus 12.8% in 6M21), within the guidance range of 10% to 12% of revenues for 2022 full year.

1) Excludes R$14.2 million 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$52.0 million for 2Q22 and R$104.5 million for 6M22.

Cash from operations for 2Q22 and 6M22 highlights a better cash generation profile versus previous years. In 2Q22 cash from operations increased to R$191.6 million, from R$113.2 million in 2Q21, representing 173.1% of the 2Q22 adjusted EBITDA (+16.5 p.p. versus 156.6% of the 2Q21 adjusted EBITDA). Adjusted free cash flow2 in 2Q22 increased to R$89.5 million, from R$64.10 million in 2Q21, representing 80.9% of the 2Q22 adjusted EBITDA (-7.8 p.p. versus 88.7% of the 2Q21 adjusted EBITDA). For the six-month period ended June 30, 2022, cash from operations increased to R$294.3 million, from R$202.4 million in 6M21, representing 114.4% of 6M22 adjusted EBITDA (+8.2 p.p. versus 106.2% of 6M21 adjusted EBITDA). Even in a scenario of rising interest rates, adjusted free cash flow grew 38% YoY in 6M22, representing 33.2% of the 6M22 adjusted EBITDA versus 32.5% in 6M21.

² Please see Adjusted Free Cash Flow Reconciliation on page 18.

1) Please see Adjusted Free Cash Flow Reconciliation on page 18.

Arco’s corporate restructuring is ongoing. In May 2022 Arco concluded the incorporation of COC and Dom Bosco into CBE (Companhia Brasileira de Educação e Sistemas de Ensino, Arco’s wholly-owned entity which incorporates acquired businesses), leading to estimated future annual income tax savings of approximately R$12 million. Additionally, in June, Arco completed the acquisition of the remaining 42.6% stake in Geekie for R$223.9 million and its incorporation is in progress with conclusion expected for 4Q22. Future incorporations include SAE Digital (2023), Pleno (2023) and Escola da Inteligência (2023). 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 10% in 6M22 (versus 19% in 6M21).

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

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

1) Non-compete agreements and rights on contracts. 2) Amortizations are tax deductible only after the incorporation of the acquired business.

1) Considers the maximum tax benefit for full year 2022. In 2Q22 we have benefited from R$17.9 million, adding to R$29.9 million in 6M22. 2) Businesses with future tax benefit (not yet incorporated).

1) Considers the maximum tax benefit for full year 2022. In 2Q22 we have benefited from R$16.4 million, adding to R$28.4 million in 6M22. 2) Businesses with future tax benefit (not yet incorporated). 3) Refer to COC and Dom Bosco solutions acquired in 2021.

Arco’s cash and cash equivalents plus financial investments position as of June 30, 2022 was R$753.9 million, while debt and accounts payable to selling shareholders was R$2,528.4 million, leading to a net debt of R$1,774.5 million. As part of Arco’s balance sheet management strategy, on August 5 we announced the closing of a Debentures issuance amounting to R$1,200.0 million. Net proceeds were partially used to prepay the debentures issued in August 2021 and the balance will strengthen Arco’s cash position while extending the debt maturity profile. The Debentures mature on August 3, 2027, with principal to be amortized in three equal installments payable on August 3, 2025, August 3, 2026, and August 3, 2027, and bear interest at CDI +2.30% per annum, payable semi-annually on February 3 and August 3.

1) Sum of cash and cash equivalents and short-term financial investment. 2)On November 30, 2021, the Company issued convertible senior notes in the aggregate principal amount of US$150 million with a value per share of $1.00, equivalent to R$825.3 million. These notes mature in 7 years, on November 15, 2028, and bear interest at 8% per year fixed in Brazilian reais. For the purposes of the chart above such convertible notes were not considered a future disbursement, but a full conversion into shares.

Although early in the commercial cycle for the 2023 school year, the schools’ enthusiasm shows encouraging preliminary results, boosted by the resumption of in-person interactions and events.

Conference Call Information

Arco will discuss its second quarter 2022 results today, August 18, 2022, 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 August 24, 2022, by dialing +55 (11) 3193-1012 and entering access code 1608874#. 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 hundreds of thousands 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-IFRS financial measures including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Net Income (Loss) Margin, Taxable Income Reconciliation and 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

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.

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 Adjusted 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 related (gains) losses and expenses, plus non-recurring expenses and plus effects related to COVID-19 pandemic. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by Net Revenue.

We calculate Adjusted Net Income as profit (loss) for the year, plus amortization of intangible assets from business combinations (which refers to the amortization of the following intangible assets from business combinations: (i) rights on contracts, (ii) customer relationships, (iii) educational system, (iv) trademarks, (v) non-compete agreement and (vi) software resulting from acquisitions), 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 income (expenses), net (which refers to interest expenses related to accounts payable to selling shareholders from business combinations adjusted by fair value), plus share-based compensation plan, restricted stock units and related payroll taxes (restricted stock units), plus/minus non-cash adjustments related to Derivatives and Convertible Notes, 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, plus non-recurring expenses, which are related to consulting expenses for Sarbanes-Oxley implementation, plus effects related to COVID-19 pandemic, which includes the revision of the Company’s estimated credit losses from its trade receivables based on expected increases in financial default and in unemployment rates in Brazil for the year and plus/minus changes in current and deferred tax recognized in statements of income applied to all adjustments to net income (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).

For purposes of the calculation of Adjusted Net Income for the year ended December 31, 2021, we have excluded the following adjustments that we applied to the calculation of Adjusted Net Income for prior periods: (i) Interest income (expenses) linked to a fixed rate (we will maintain the adjustment for Interest income (expenses) that refers to adjustments by fair value); (ii) Foreign exchange effects on cash and cash equivalents and (iii) share of loss of equity-accounted investees and. These adjustments will not be applied to the calculation of Adjusted Net Income going forward. We believe that eliminating these adjustments from our calculation of Adjusted Net Income for the year ended December 31, 2021 and going forward does not impact our investors’ ability to assess our results of operations. We have not retroactively restated Net Adjusted Income for the periods prior to 2021.

We calculate Adjusted Free Cash Flow as Net Cash Flows from Operating activities, less acquisition of property and equipment, less acquisition of intangible assets, less M&A-related payments. 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 understand that, although Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Free Cash Flow 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, Adjusted Net Income Margin and Adjusted Free Cash Flow 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

Arco Platform Limited

Interim condensed consolidated statements of income

Arco Platform Limited

Interim condensed consolidated statements of cash flows

Arco Platform Limited

Reconciliation of Taxable Income

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 Limited

Reconciliation of Non-GAAP Measures

1) Adj. net income for previous periods presented in this column excludes the following adjustments: (i) Interest on acquisition of investments, net (linked to a fixed rate); (ii) Foreign exchange on cash and cash equivalents; and (iii) Share of loss of equity-accounted investees. Such adjustments will be no longer consider in the net income reconciliation from 4Q21 onwards and are presented for comparison purposes only in the “Reported” column. 2) Such adjustment was previously named “(+/−) Changes in fair value of derivative instruments”. 3) Refers to (gains) losses related to capital contribution from others on investees leading to an increase in equity of the investee.

1) Related to M&A payment (Geekie employees’ SOP). 2) Related to M&A payments (PGS’ and Mentes’ acquisition, being R$5.5 million in 1Q22 and R$8.7 million in 2Q22). 3) Related to M&A payment (difference between the amount in PPA and the final transaction amount calculated by the earn-out multiple, related to Geekie’s acquisition).

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘6-K’ Filing		Date		Other Filings
		11/15/28
		8/3/27
		8/3/26
		8/3/25
		8/24/22
Filed on / For Period end:		8/18/22		6-K
		6/30/22
		12/31/21		20-F
		11/30/21
				List all Filings

↑Top

---

Filing Submission 0000950103-22-014198   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Mon., Apr. 29, 9:20:19.1am ET