Vasta Platform Limited (NASDAQ: VSTA) – “Vasta” or the “Company” announces today its financial and operating results for the fourth quarter of 2023 (4Q23) ended December 31, 2023. Financial results are expressed in Brazilian Reais and are presented in accordance with International Financial Reporting Standards (IFRS).

HIGHLIGHTS

• In the 2023 fiscal year, net revenue increased 18% to R$1,486 million, mostly due to the conversion of ACV into revenue and to the performance of the B2G business unit. In 4Q23, net revenue totaled R$554 million, a 10% increase compared to the previous year.
• Vasta’s accumulated subscription revenue during the 2023 fiscal year totaled R$1,278 million, a 14% increase compared to the 2022 fiscal year. Subscription revenue, excluding hybrid subscription textbook products (“PAR”), increased 16%. In 4Q23, subscription revenue grew 16% compared to 4Q22, representing 36.8% of the 2024 ACV, compared to 36.8% of the 2023 ACV in 4Q22.
• In the 2023 fiscal year, Adjusted EBITDA grew by 20% to R$451 million and Adjusted EBITDA Margin increased by 0.6 p.p. to 30.3%. In 4Q23, Adjusted EBITDA totaled R$240 million, a 20% increase compared to R$200 million in 4Q22. This increase was mainly driven by gains in operating efficiency, cost savings and a sales mix that benefited from the growth of subscription products.
• Vasta recorded an Adjusted Net Profit of R$60 million in 2023, compared to an Adjusted Net Profit of R$39 million in 2022. In 4Q23, Adjusted Net Profit totaled R$96 million, a 32% increase compared to R$73 million in 4Q22.
• Free cash flow (FCF) totaled R$189 million in 2023, a R$100 million increase from FCF of R$89 million in 2022. In 4Q23 FCF totaled negative R$0.1 million, a 99% increase from negative R$43 million in 4Q22. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 23.8% to 41.8% as a result of Vasta’s growth and implementation of sustained efficiency measures.
• Starting in 2023, Vasta started to offer its products and services to the Brazilian public sector (B2G). Our broad portfolio of core content solutions, digital platform, and complementary products together with customized learning solutions, tested over decades by the private sector, are now available to the K-12 public schools. With the B2G sector, we generated R$81.2 million in revenues in the 2023 fiscal year.
• Our guidance for the Annual Contract Value (“ACV”) for the 2024 sales cycle totaled R$1,400 million, which represents an organic growth of 16% over the subscription revenue for the 2023 sales cycle (from 4Q22 to 3Q23). Nearly 100% of our new sales have come from traditional learning systems and complementary solutions, with a higher growth observed in our premium brands and complementary solutions.
• On September 14, 2023, we announced the company’s second share repurchase program (the “Second Repurchase Program”), approved by our board of directors pursuant to Vasta’s commercial interest in entering into the Second Repurchase Program. Under the Second Repurchase Program, we were entitled to repurchase up to US$12.5 million in our Class A common shares in the open market, based on prevailing market prices, or in privately negotiated transactions, over a period that began on September 18, 2023, continuing until the earlier of the completion of the repurchase or September 30, 2024, depending upon market conditions. As of the date of this press release, we have completed the Second Repurchase Program, pursuant to which we have purchased in the open market US$12.4 million, equivalent to 2,965,791 of our Class A common shares, which are currently held in treasury.
• The launch of the Start Anglo franchise in 2023, boasting bilingual education alongside academic excellence, signifies a strategic expansion in our quest for new revenue streams. With 15 contracts signed and 2 units operational in 2024, it marks the onset of an exhilarating journey.
• Vasta has reported updates on its ESG standards, including a panel of key ESG indicators aligned with the topics identified during materiality review process. The highlights include: (i) the Afro Internship Program, which created exclusive internship positions for people of color in the organization; (ii) the launch of the first Greenhouse Gas (GHG) Emissions Compensation Program for its operations and the increased use of renewable energy sources in our day-to-day activities; (iii) diversity-driven performance targets for our leadership and board of directors; (iv) Somos Futuro from Instituto SOMOS, distributed more than 200 scholarships for students from public schools to attend the three years of high school in partner schools of the network, for the 2024 cycle. Moreover, Vasta signed the ten principles of the UN Global Compact on human rights, labor, environment and anti-corruption. The movement reinforces the Company's commitment to sustainable development and the best ESG practices. Furthermore, Vasta was ranked 6th globally by S&P Global's Corporate Sustainability Assessment in Consumer Services category, being a pioneer among peers.

MESSAGE FROM MANAGEMENT

2023 was another year of resilient financial performance and delivery in line with our guidance. We have delivered strong financial results in our Core segment and showcased unwavering dedication to educational excellence, resulting in significant improvements in academic achievements. Moreover, our complementary solutions have seen important growth, with an accelerated increase in both student base and market penetration. We have also ventured into the new revenue streams through the successful launch of the Start Anglo franchise in 2023. With 15 contracts already secured and 2 units operational by 2024, we believe the franchise model will help us in the successful execution of our business strategy.

Furthermore, our successful entry into the public-school sector in Brazil underscores our commitment to making a positive impact on education. Starting in 2023, Vasta began extending our products and services to the Brazilian public sector (B2G). This means that our extensive portfolio of core content solutions, digital platform, and additional offerings, along with the custom learning solutions developed over decades in the private sector, are now accessible to K-12 public schools. And the results speak for themselves – we generated R$81 million in revenue from the B2G sector during the 2023 fiscal year. This expansion into the public sector marks a momentous opportunity for Vasta, allowing us to contribute to advance education in Brazil while creating new revenue streams. We are excited about the possibilities this development presents and are committed to delivering high-quality educational solutions that meet the unique needs of the public sector.

Vasta’s accumulated subscription revenue during the 2023 fiscal year totaled R$1,278 million, a 14% increase compared to the 2022 fiscal year. Subscription revenue, excluding hybrid subscription textbook products (PAR) increased 16% and total net revenue increased 17.6%.

The fourth quarter of 2023 represents the first quarter of the 2024 sales cycle. In 4Q23, subscription revenue grew 16% compared to 4Q22, representing 36.8% of the 2024 ACV, compared to 36.8% of the 2023 ACV in 4Q22. This growth in subscription revenue was mainly driven by (i) the growth in our complementary solutions portfolio (with more participating schools, and more solutions per school), (ii) increased participation of premium labels in the ACV mix and (iii) migration from PAR to subscription revenue. We intend to continue to seek ACV and revenue growth based on these factors.

The continued growth of the company's profitability was another highlight of the year. In the 2023 fiscal year, Adjusted EBITDA grew by 20% to R$451 million and Adjusted EBITDA Margin increased by 0.6 p.p. to 30.3%. In 4Q23, Adjusted EBITDA totaled R$240 million, a 20% increase compared to R$200 million in 4Q22. This increase was mainly driven by gains in operating efficiency, cost savings and a sales mix that benefited from the growth of subscription products. In proportion to net revenue, gross margin dropped 1.0 p.p., mainly due to higher inventory cost caused by rising inflation on paper and production costs, while Adjusted cash G&A expenses decreased by 2.9 p.p., mainly driven by workforce optimization and budgetary discipline. Commercial expenses increased by 1.2 p.p. driven by higher expenses related to business expansion and marketing investments.

The company’s cash flow generation was one of the main highlights of the year. Free cash flow (FCF) totaled R$189 million in 2023, a R$100 million increase from a FCF of R$89 million in 2022. In 4Q23 FCF totaled negative R$0.1 million, a 99% increase from negative R$43 million in 4Q22. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 23.8% to 41.8% as a result of Vasta’s growth and implementation of sustained efficiency measures. Moreover, we continue to make progress on deleveraging the company. The net debt/LTM adjusted EBITDA of 2.36x as of 4Q23, continues a downward trend, 0.07x lower than 3Q23 and 0.41x lower than 4Q22.

In relation to the bottom line, in 4Q23, adjusted net profit totaled R$96 million, a 32% increase compared to R$73 million in 4Q22. In the 2023 fiscal year, adjusted net profit totaled R$60 million, a 55% increase from an adjusted net profit of R$39 million in 2022. We remain focused on optimizing our operations and pursuing strategic opportunities to enhance our financial performance. Our commitment to delivering value to our customers and shareholders remains unwavering.

Our guidance for the 2024 ACV totaled R$1,400 million, representing an organic growth of 16% over the subscription revenue for the 2023 cycle, which comprised a more varied mix in sources of revenue as we had higher growth in our premium brands such as Anglo, pH, Fibonacci and Amplia. We continue to believe that quality and reputation remain decisive in our business. Consistently with our strategy, we continue to invest in the migration from paper-based products (“PAR”) to digital subscription products (Textbook as a Service platform) offered on a fee-per-student basis.

OPERATING PERFORMANCE

Student base – subscription models

The fourth quarter of 2023 marks the beginning of the 2024 business cycle for Vasta. It is in this quarter that the first deliveries of content to students and partner schools regarding the 2024 ACV are made.

In the 2024 sales cycle, Vasta expects to provide approximately 1.5 million students with core content solutions and over 500,000 students with complementary solutions. This is aligned with the company’s strategy to focus on improving its client base in 2024 through a better mix of schools and growth in premium education systems (Anglo, PH, Amplia and Fibonacci), brands with higher average ticket, lower defaults, greater adoption of complementary solutions and longer-term relationships. On the other hand, the reduction of our client base was concentrated on the low-end segment and PAR (paper-based), which have higher number of students on average, and a lower margin.

The partners-school base that uses our complementary solutions increased by 339 new schools, totaling an aggregate of 1,722 schools. This increase underscores a 14% growth against the previous cycle in the number of students served by our solutions. The growth of our complementary solutions are concentrated in three main solutions: (i) Mind Makers, an educational publisher that develops innovative content for Basic Education, such as computational thinking and creative entrepreneurship that can be integrated into the school's curriculum; (ii) Lider em Mim, a program focused on developing students' socio-emotional competencies and providing support for both the educational institution and the students to create a conducive environment for the development of core emotional competencies; and (iii) Eduall, resulting from an exclusive partnership between Vasta and Macmillan Education, Eduall is a unique English teaching solution with a bilingual approach, providing flexibility and consistency in the transition from school to bilingual education.

FINANCIAL PERFORMANCE

Net revenue

Vasta’s accumulated subscription revenue during the 2023 fiscal year totaled R$1,278 million, a 14% increase compared to the 2022 fiscal year. Subscription revenue, excluding hybrid subscription textbook products (PAR) increased 16% and total net revenue increased 17.6% mostly due to the conversion of 2023 ACV into revenue and due to the performance of the non-subscription products and B2G. In the fourth quarter of 2023, net revenue increased 9.7% year-on-year, to R$554 million. Subscription revenue grew 16%, driven by the recognition of 36.8% of 2024 ACV in 4Q23, mainly driven by the increase in traditional learning systems, complementary solutions, and textbook subscription products (“PAR”).

EBITDA

In the 2023 fiscal year, Adjusted EBITDA grew by 20% to R$451 million and Adjusted EBITDA Margin increased by 0.6 p.p. to 30.3%. In 4Q23, Adjusted EBITDA totaled R$240 million, a 20% increase compared to R$200 million in 4Q22. This increase was mainly driven by gains in operating efficiency, cost savings and a sales mix that benefited from the growth of subscription products. Share of loss equity-accounted investees relates to a 45% minority stake in Educbank Gestão de Pagamentos Educacionais S.A. (“Educbank”), which registered a loss in equity-accounted investees in the amount of R$18.6 million in the 2023 fiscal year mainly due to costs associated with the write-off of a potential M&A target of Educbank, which ultimately did not materialize. The M&A adjusting expenses in 2023 were also impacted by the one-off effect of a price adjustment calculation based on earn-outs and net debt.

In proportion to net revenue, gross margin dropped from 62.6% in 2022 to 61.6% in 2023, a 1.0 p.p. decrease mainly due to higher inventory cost caused by rising inflation on paper and production costs while Adjusted cash G&A expenses reduced by 2.9 p.p. driven by workforce optimization and budgetary discipline and Commercial expenses increased by 1.2 p.p. driven by higher expenses related to business expansion and marketing investments.

Reported provisions for doubtful accounts (PDA) remained stable and had has no significant variation between the years 2023 and 2022. The PDA is influenced by the credit landscape, primarily among schools outside the premium brands segment. This has demanded a conservative approach to risk management and credit allocation, aligning our financial strategy with the prevailing market conditions and potential credit challenges. All factors considered, the participation of PDA in relation to Vasta's Net Revenue increased to 3.8% in the 2023 fiscal year compared to 3.6% in the 2022 fiscal year, when PDA was impacted by R$15 million provision for a large corporate client which has declared judicial recovery.

Finance Results

In the fourth quarter of 2024, finance income totaled R$17 million, from R$32 million in 4Q22 when finance income was impacted with a gain of R$10 million recorded in 4Q22, resulting from the reversal of interest on tax contingencies. In the 2023 fiscal year, finance income decreased 21% to R$70 million.

Finance costs in 4Q23 decrease 3.6% (quarter-on-quarter), to R$71 million, driven by the reduction on the Finance Debt position between the comparison quarters. In the 2023 fiscal year, finance costs increased 12.8% to R$305 million driven by higher interest rates applicable to bonds and financings, accounts payable on business combination and provision for tax, civil and labor losses combined with higher finance cost related to reverse factoring.

Net profit (loss)

In the fourth quarter of 2023, adjusted net profit totaled R$96 million, a 32% increase compared to R$73 million in 4Q22. In the 2023 fiscal year, adjusted net profit reached R$60 million, a 55% increase from an adjusted net profit of R$39 million in 2022.

The gain related to the reversal of tax contingencies recorded in 4Q22, which impacted corporate tax and finance results. On the other hand, the M&A adjusting expenses occurred in 2Q23 were adjusted as they related to a one-off effect of a price adjustment calculation based on earn-outs and net debt and those occurred in 4Q23 were adjusted as they related to one-off costs associated with the write-off of a potential M&A target of Educbank, which ultimately did not materialize and impacted our Share of Loss of Equity-Accounted Investees in the amount of R$13.8 million.

Accounts receivable and PDA

The average payment term of Vasta’s accounts receivable portfolio was 169 days in the 4Q23 which represents 16 lower than the same quarter of the previous year.

Free cash flow

Free cash flow (FCF) totaled R$189 million in 2023, a R$100 million increase from a FCF of R$89 million in 2022. In 4Q23 FCF totaled negative R$0.1 million, a 99% increase from negative R$43 million in 4Q22. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 23.8% to 41.8% as a result of Vasta’s growth and implementation of sustained efficiency measures.

Financial leverage

As of the end of the 2023 fiscal year, Vasta had a net debt position of R$1,064 million, a R$66 million increase compared to 3Q23, mainly due to the impacts of financial interest cost and the Second Repurchase Program. In comparison to 4Q22, the net debt position increased R$22 million from R$1.042 million, driven by the foregoing factors and M&A expenses, which were partially offset by the positive free cash flow (FCF) generation in the period. The net debt/LTM adjusted EBITDA of 2.36x as of 4Q23, shows a downward trend and it is 0.07x lower than 3Q23 and 0.41x lower than 4Q22.

ESG

Sustainability Report

In 2023, Vasta released its sustainability report for the year 2022. This report, which is the company's second, was prepared in accordance with international standards for reports of this category and showcases the implementation of our corporate strategy, challenges, and achievements, while also reaffirming our commitment to transparency and sustainability. These include the publication of its first Greenhouse Gas Inventory, the company's adherence to the UN Global Compact, the dedication of 3,216 thousand hours to the Corporate Volunteer Program, the SOMOS Afro program, an affirmative internship program, and the fact that 29% of the seats on the Board of Directors are occupied by women.

The report complies with the Global Reporting Initiative (GRI) 2021 version and also considers other standards recognized in Brazil and abroad, such as the Sustainability Accounting Standards Board (SASB) guidelines for the education sector, the guidelines of the IBC Stakeholder Capitalism Metrics from the World Economic Forum, and the principles of the International Integrated Reporting Council (IIRC).

The document is available at: https://ir.vastaplatform.com/esg/. Information contained in, or accessible through, our website is not incorporated by reference in, and does not constitute a part of, this press release.

In line with the topics identified in the materiality process, every quarter we present Vasta's most material indicators:

Key Indicators

In the fourth quarter, there was an increase in water consumption and energy consumption, attributable to the increase in the number of employees on site and an atypical heatwave across the country which further increased the demand for water, air conditioning and artificial ventilation to provide a more comfortable working environment.

84% of the vacancies closed in the last quarter, which brought new employees within one of the diversity audiences - blacks, women leaders, trans, people with disabilities, LGBTQIAP+ and 50+. We held two workshops on Women's Leadership: the Gender Equity Workshop, open to men and women (201 participants and NPS 100) and the Emotional Skills Workshop for Women in the Job Market (299 participants and NPS 95).

* Indicators presented progressively, referring to the total accumulated since the beginning of the year, which is why we are not presenting the variations compared to previous semesters.

We continue to maintain the Somos Futuro Program via Instituto SOMOS. The initiative enables public school students to attend high school at one of Vasta's partner schools. In the fourth quarter, 232 young people were studying through the program receiving didactic and teaching material, online school tutoring, mentoring and access to the entire support network of the program, which includes psychological monitoring, in addition to the scholarship offered by the school.

The difference between the figures for 2022 and 2023 is due to the number of students who graduated in 2022 being greater than the number of students who entered the cycle in 2023.

The main causes of work-related injuries were impacts suffered in internal and external circulation areas causing abrasions, contusions, and sprains.

In 4Q23, there was a reduction in accidents due to inspections carried out in the workplace, which identified risk situations and made it possible to correct them before accidents occurred. In addition, reports of near misses resulted in action plans being launched to mitigate risks with the potential to cause damage.

In the last quarter of 2023, we carried out a leadership awareness program focused on bullying, sexual harassment, and discrimination. The program began at the end of 2Q23 and was completed in 4Q23. In November we launched training at the Corporate University for all employees on forms of harassment and discrimination. At the end of the year, we received the Pro-Ethics certification from the CGU (Comptroller General of the Union) and the award from the UN Global Compact's 100% Transparency Movement for our compliance structure.

* Only cases deemed material, i.e., cases that harm Vasta's image, which lead to a halt in operations, or where the amounts involved are over R$1 million.

We did not record significant sanctions or fines related to economic and social issues, except for the normal course of business.

CONFERENCE CALL INFORMATION

Vasta will discuss its fourth quarter 2023 results on March 20, 2023, via a conference call at 5:00 p.m. Eastern Time. To access the call (ID: 3871721), please dial: +1 (888) 660-6819 or +1 (929) 203-1989. A live and archived webcast of the call will be available on the Investor Relations section of the Company’s website at https://ir.vastaplatform.com. Information contained in, or accessible through, our website is not incorporated by reference in, and does not constitute a part of, this press release.

ABOUT VASTA

Vasta is a leading, high-growth education company in Brazil powered by technology, providing end-to-end educational and digital solutions that cater to all needs of private schools operating in the K-12 educational segment, ultimately benefiting all of Vasta’s stakeholders, including students, parents, educators, administrators, and private school owners. Vasta’s mission is to help private K-12 schools to be better and more profitable, supporting their digital transformation. Vasta believes it is uniquely positioned to help schools in Brazil undergo the process of digital transformation and bring their education skill set to the 21st century. Vasta promotes the unified use of technology in K-12 education with enhanced data and actionable insight for educators, increased collaboration among support staff and improvements in production, efficiency and quality. For more information, please visit ir.vastaplatform.com. Information contained in, or accessible through, our website is not incorporated by reference in, and does not constitute a part of, this press release.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements that can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements appear in a number of places in this press release and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including (i) general economic, financial, political, demographic and business conditions in Brazil, as well as any other countries we may serve in the future and their impact on our business; (ii) fluctuations in interest, inflation and exchange rates in Brazil and any other countries we may serve in the future; (iii) our ability to implement our business strategy and expand our portfolio of products and services; (iv) our ability to adapt to technological changes in the educational sector; (v) the availability of government authorizations on terms and conditions and within periods acceptable to us; (vi) our ability to continue attracting and retaining new partner schools and students; (vii) our ability to maintain the academic quality of our programs; (viii) the availability of qualified personnel and the ability to retain such personnel; (ix) changes in the financial condition of the students enrolling in our programs in general and in the competitive conditions in the education industry; (x) our capitalization and level of indebtedness; (xi) the interests of our controlling shareholder; (xii) changes in government regulations applicable to the education industry in Brazil; (xiii) government interventions in education industry programs, that affect the economic or tax regime, the collection of tuition fees or the regulatory framework applicable to educational institutions; (xiv) cancellations of contracts within the solutions we characterize as subscription arrangements or limitations on our ability to increase the rates we charge for the services we characterize as subscription arrangements; (xv) our ability to compete and conduct our business in the future; (xvi) our ability to anticipate changes in the business, changes in regulation or the materialization of existing and potential new risks; (xvii) the success of operating initiatives, including advertising and promotional efforts and new product, service and concept development by us and our competitors; (xviii) changes in consumer demands and preferences and technological advances, and our ability to innovate to respond to such changes; (xix) changes in labor, distribution and other operating costs; our compliance with, and changes to, government laws, regulations and tax matters that currently apply to us; (xx) the effectiveness of our risk management policies and procedures, including our internal control over financial reporting; (xxi) health crises, including due to pandemics such as the COVID-19 pandemic and government measures taken in response thereto; (xxii) other factors that may affect our financial condition, liquidity and results of operations; and (xxiii) other risk factors discussed under “Risk Factors”. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

NON-GAAP FINANCIAL MEASURES

This press release presents our EBITDA, Adjusted EBITDA and Adjusted net (loss) profit and Free cash flow (FCF), which is information provided for the convenience of investors. EBITDA and Adjusted EBITDA are among the key performance indicators used by us to measure financial operating performance. Our management believes that these Non-GAAP financial measures provide useful information to investors and shareholders. We also use these measures internally to establish budgets and operational goals to manage and monitor our business, evaluate our underlying historical performance and business strategies and to report our results to the board of directors.

We calculate EBITDA as net (loss) profit for the period/year plus income taxes and social contribution plus/minus net finance result plus depreciation and amortization. The EBITDA measure provides useful information to assess our operational performance.

We calculate Adjusted EBITDA as EBITDA plus/minus: (a) income tax and social contribution; (b) net finance result; (c) depreciation and amortization; (d) share-based compensation expenses, mainly due to the grant of additional shares to Somos’ employees in connection with the change of control of Somos to Cogna (for further information refer to note 23 to the audited consolidated financial statements); (e) provision for risks of tax, civil and labor losses regarding penalties, related to income tax positions taken by the Predecessor Somos – Anglo and Vasta in connection with a corporate reorganization carried out by the Predecessor Somos – Anglo; (f) Bonus IPO, which refers to bonus paid to certain executives and employees based on restricted share units; and (g) expenses with contractual termination of employees due to organizational restructuring. We understand that such adjustments are relevant and should be considered when calculating our Adjusted EBITDA, which is a practical measure to assess our operational performance that allows us to compare it with other companies that operates in the same segment.

We calculate Adjusted net (loss) profit as the (loss) profit for the period/year as presented in Statement of Profit or Loss and Other Comprehensive Income adjusted by the same Adjusted EBITDA items, however, added by (a) Amortization of intangible assets from Business Combination and (b) Tax shield of 34% generated by the aforementioned adjustments.

We calculate Free cash flow (FCF) as the cash from operating activities as presented in the Statement of Cash Flows less (a) income tax and social contribution paid; (b) tax, civil and labor proceedings paid; (c) interest lease liabilities paid; (d) acquisition of property, plant and equipment; (e) additions to intangible assets; and (f) lease liabilities paid.

We understand that, although Adjusted net (loss) profit, EBITDA, Adjusted EBITDA, and Free cash flow (FCF) are used by investors and securities analysts in their evaluation of companies, these measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results of operations as reported under IFRS. Additionally, our calculations of Adjusted net (loss) profit, Adjusted EBITDA, and Free cash flow (FCF) may be different from the calculation used by other companies, including our competitors in the education services industry, and therefore, our measures may not be comparable to those of other companies.

REVENUE RECOGNITION AND SEASONALITY

Our main deliveries of printed and digital materials to our customers occur in the last quarter of each year (typically in November and December), and in the first quarter of each subsequent year (typically in February and March), and revenue is recognized when the customers obtain control over the materials. In addition, the printed and digital materials we provide in the fourth quarter are used by our customers in the following school year and, therefore, our fourth quarter results reflect the growth in the number of our students from one school year to the next, leading to higher revenue in general in our fourth quarter compared with the preceding quarters in each year. Consequently, in aggregate, the seasonality of our revenues generally produces higher revenues in the first and fourth quarters of our fiscal year. Thus, the numbers for the second quarter and third quarter are usually less relevant. In addition, we generally bill our customers during the first half of each school year (which starts in January), which generally results in a higher cash position in the first half of each year compared to the second half.

A significant part of our expenses is also seasonal. Due to the nature of our business cycle, we need significant working capital, typically in September or October of each year, to cover costs related to production and inventory accumulation, selling and marketing expenses, and delivery of our teaching materials at the end of each year in preparation for the beginning of each school year. As a result, these operating expenses are generally incurred between September and December of each year.

Purchases through our Livro Fácil e-commerce platform are also very intense during the back-to-school period, between November, when school enrollment takes place and families plan to anticipate the purchase of products and services, and February of the following year, when classes are about to start. Thus, e-commerce revenue is mainly concentrated in the first and fourth quarters of the year.

KEY BUSINESS METRICS

Annual Contract Value, or ACV, is a non-accounting managerial metric and represents our partner schools’ commitment to pay for our solutions offerings. We believe it is a meaningful indicator of demand for our solutions. We consider ACV is a helpful metric because it is designed to show amounts that we expect to be recognized as revenue from subscription services for the 12-month period between October 1 of one fiscal year through September 30 of the following fiscal year. We define ACV as the revenue we would expect to recognize from a partner school in each school year, based on the number of students who have contracted our services, or “enrolled students,” that will access our content at such partner school in such school year. We calculate ACV by multiplying the number of enrolled students at each school with the average ticket per student per year; the related number of enrolled students and average ticket per student per year are each calculated in accordance with the terms of each contract with the related school. Although our contracts with our schools are typically for 4-year terms, we record one year of revenue under such contracts as ACV. ACV is calculated based on the sum of actual contracts signed during the sales period and assumes the historical rates of returned goods from customers for the preceding 24-month period. Since the actual rates of returned goods from sales during the period may be different from the historical average rates and the actual volume of merchandise ordered by our customers may be different from the contracted amount, the actual revenue recognized during each period of a sales cycle may be different from the ACV for the respective sales cycle. Our reported ACV is subject to risks associated with, among other things, economic conditions and the markets in which we operate, including risks that our contracts may be canceled or adjusted (including as a result of the COVID-19 pandemic).

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