UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-39415
Vasta Platform Limited
(Exact name of registrant as specified in its
charter)
Av. Paulista, 901, 5th Floor
Bela Vista
São Paulo – SP, 01310-100
Brazil
+55 (11) 3047-2655
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Vasta Platform Limited |
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|
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By: |
/s/ Guilherme Alves Mélega |
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Name: |
Guilherme Alves Mélega |
|
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Title: |
Chief Executive Officer |
Date: March 12, 2025
Exhibit 99.1
São Paulo, March 12, 2025 – Vasta
Platform Limited (NASDAQ: VSTA) – “Vasta” or the “Company” announces today its financial and operating
results for the fourth quarter of 2024 (4Q24) ended December 31, 2024. Financial results are expressed in Brazilian Reais and are presented
in accordance with International Financial Reporting Standards (IFRS).
HIGHLIGHTS
|  | In the 2024 fiscal year, net
revenue increased 13% to R$1,674 million, mostly due to the conversion of Annual Contract Value (“ACV”) bookings into revenue
and to the performance of the public-school sector (“B2G”) business unit. In 4Q24, net revenue totaled R$699 million, a 26%
increase compared to the previous year. |
|  | Vasta’s accumulated subscription
revenue during the 2024 fiscal year totaled R$1,462 million, a 14% increase compared to the 2023 fiscal year. In 4Q24, subscription revenue
grew 20% compared to same quarter of 2023, to R$619 million (from R$515 million in 4Q23). |
|  | In the 2024 fiscal year, Adjusted
EBITDA grew by 13% to R$508 million (R$451 million in 2023 fiscal year), and Adjusted EBITDA Margin grew to 30.4% (from 30.3% in 2023).
In 4Q24, Adjusted EBITDA totaled R$299 million, a 25% increase compared to R$240 million in 4Q23. 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$80 million in 2024, a 35% increase compared to an Adjusted Net Profit of R$60 million in 2023. In 4Q24, adjusted net profit
totaled R$114 million, a 19% increase compared to R$96 million in 4Q23. |
|  | Free cash flow (FCF) totaled
R$215 million in 2024, a R$ 26 million, or 14%, increase, from R$189 million in 2023. In 4Q24 FCF totaled a R$ 69 million, from negative
R$ 0.1 million in 4Q23. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 41.8% to 42.4% as a result of Vasta’s
growth and implementation of sustained efficiency measures. |
|  | The business unit of Brazilian
public-school sector (B2G) continues to generate significant revenue for Vasta. In this growth avenue, we achieved R$36 million in revenue
in 4Q24 and R$105 million in the fiscal year 2024, which represented growth of 14%. |
|  | Start Anglo ended the year 2024
with 40 signed contracts and 2 operational units, in addition to more than 350 prospects in our pipeline under negotiation. This progress
in signing new franchises reinforces the value generation capacity of our brand and demonstrates that we are on the right path for strategic
expansion, reaching new sources of revenue. |
|  | In the last quarter, we celebrated
the 26th edition of the “Educador Nota 10” award, organized by the SOMOS Institute. This award is an incentive for professionals
who make the difference in education and recognize educators who are committed to creating and implementing important initiatives for
the continuous improvement of the sector. It is the largest and most important award for basic education in Brazil and recognized innovative
projects in the areas of Sustainability, Human Rights, and Innovation and Technology. In 2024, we received more than 86,000 projects,
which are evaluated by a panel of renowned experts. |
MESSAGE FROM MANAGEMENT
2024 has been marked by significant achievements
and milestones across our line of business, reflecting our commitment to delivering value to our customers, students, shareholders, and
stakeholders. The company delivered a strong and resilient financial performance, showing improvements in net revenue, adjusted EBITDA,
and free cash flow. Additionally, besides our continuous growth in the core segment, our complementary solutions have seen significant
growth of 20% compared to 2023, with an accelerated increase in both the student base and market penetration.
Our technology platform Plurall, achieved a new
stage of development and services delivered, providing from 2025 on, a more interconnected tool with artificial intelligence powered by
AWS. This new Intelligent assistant (called Plu”) has been supporting students to have a personalized learning experience, responding
to questions about specific subjects and support them in their daily study time. For the teacher, Plu will be a personalized partner and
will streamline activities such as creating presentations, slides, videos, questions, lessons plans and teaching materials.
Start-Anglo bilingual school, a franchise launched
in 2023, is growing rapidly and continuing its expansion. In a short time, it has evolved from concept to reality, with 7 operational
units running in 2025. We have signed 40 contracts located in several Brazilian states and with a broad geographic presence, we expect
these units will be operational in the coming years. Additionally, throughout 2024, we held the reinauguration of the Liceu Complex in
São Paulo, a historical location that preserved all the historical architectural design and introduced our main operations in São
Paulo, that will be our Start-Anglo flagship, starting in 2025. Our strong pipeline, with more than 350 prospects underscores the robust
potential for further growth and market penetration of Start-Anglo.
In the B2G segment, one of our main growth avenues,
Vasta generated R$ 105 million in revenues in 2024, compared to R$ 81 million in the previous year, showing growth of 29%. We remain confident
in our strategy to have a positive impact on public education, serving this segment and its students with 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. We have renewed the contract with the State of Pará, and the release of the 2023 SAEB scores demonstrated a significant
improvement in the students’ results in that state. The state moved from the second-to-last place (or 26th place) in
the National Ranking for High School to sixth place, with more than a 40% improvement in high school students’ scores. This is a
remarkable result for us, the State of Pará, and most importantly for the students who benefited from the best products for recompositing
learning and core-skill development.
Vasta’s accumulated subscription revenue
during the 2024 fiscal year totaled R$1,462 million, a 14% increase compared to the 2023 fiscal year. Total net revenue increased 13%
to R$1,674 million, up from R$1,486 million in the 2023 fiscal year. Another highlight of the year was the continued growth of the company's
profitability. In the 2024 fiscal year, Adjusted EBITDA grew by 13% to R$508 million, and Adjusted EBITDA Margin grew to 30.4%, up from
30.3% in 2023. This increase was mainly driven by gains in operating efficiency, cost savings, and a sales mix that benefited from the
growth of subscription products.
The company’s cash flow generation was one
of the main highlights of the year. Free cash flow (FCF) totaled R$215 million in 2024, a R$26 million or 14.2% increase from FCF of R$189
million in 2023. The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 41.8% to 42.4% 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 1.97x as of 4Q24 continues a downward trend, 0.35x lower than 3Q24 and 0.39x lower than 4Q23. This decrease
reinforces our liability management strategy, which included issuing debentures in September 2024 with lower interest rates and longer
payment terms.
 | 2 |
Our revenue growth is directly related to the delivery
of high-quality solutions that meet the needs of students, parents, educators, and partner schools. Great evidence of the evolution of
our company and brands is demonstrated in the customer satisfaction assessment index (NPS), which in the last 12 months has grown by more
than 30 points.
OPERATING PERFORMANCE
Student base – subscription models
|
|
2025 |
|
2024 |
|
% Y/Y |
|
2023 |
|
% Y/Y |
Partner schools - Core content |
|
5,010 |
|
4,744 |
|
5.6% |
|
5,032 |
|
(5.7%) |
Partner schools – Complementary solutions |
|
2,177 |
|
1,722 |
|
26.4% |
|
1,383 |
|
24.5% |
Students - Core content |
|
1,603,249 |
|
1,432,289 |
|
11.9% |
|
1,539,024 |
|
(6.9%) |
Students - Complementary content |
|
588,467 |
|
483,132 |
|
21.8% |
|
453,552 |
|
6.5% |
Note: Students enrolled in partner
schools
The fourth quarter of 2024 marks the beginning
of the 2025 business cycle for Vasta. It is in this quarter that the first delivery of content to students and partner schools regarding
the 2025 ACV are made.
In the 2025 sales cycle, Vasta expects to provide
approximately 1.6 million students with core content solutions and almost 600,000 students with complementary solutions. This is aligned
with the company’s strategy to focus on improving its client base 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.
The partners-school base that uses our complementary
solutions increased by 455 new schools, totaling an aggregate of 2,177 schools. This increase underscores 22% 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, is a discipline that combines concepts and techniques from Computer Science, digital technologies, and Maker practices,
targeting to develops a 21st-century skills base on "Computational Thinking", creativity, critical thinking, and
problem-solving, (ii) Lider em Mim, a program focused on developing students' socio-emotional competencies and providing support
to create a conducive environment for the development of core emotional competencies; and (iii) English Starts and Eduall, resulting from
an exclusive partnership between Vasta and Macmillan Education. Both solutions support the transition of the school to bilingual education.
 | 3 |
FINANCIAL PERFORMANCE
Net revenue
Values in R$ ‘000 |
|
4Q24 |
|
4Q23 |
|
% Y/Y |
|
2024 |
|
2023 |
|
% Y/Y |
Subscription |
|
619,312 |
|
514,860 |
|
20.3% |
|
1,462,333 |
|
1,278,065 |
|
14.4% |
Core Content |
|
442,939 |
|
383,712 |
|
15.4% |
|
1,226,310 |
|
1,082,031 |
|
13.3% |
Complementary solutions |
|
176,373 |
|
131,148 |
|
34.5% |
|
236,023 |
|
196,034 |
|
20.4% |
B2G |
|
35,835 |
|
- |
|
0.0% |
|
104,866 |
|
81,199 |
|
29.1% |
Non-subscription |
|
43,782 |
|
39,248 |
|
11.6% |
|
106,992 |
|
127,008 |
|
(15.8%) |
Total net revenue |
|
698,929 |
|
554,108 |
|
26.1% |
|
1,674,191 |
|
1,486,273 |
|
12.6% |
% Subscription |
|
88.6% |
|
92.9% |
|
(4.3p.p.) |
|
87.3% |
|
86.0% |
|
1.4p.p. |
Note: n.m.: not meaningful
In 4Q24, Vasta’s net revenue totaled R$699
million, a 26.1% increase compared to 4Q23, due to higher conversion of ACV into revenue, and revenues in the B2G segment in this quarter.
Subscription revenue totaled R$ 619 million, a 20.3% increase compared to 4Q23, due to the increase in revenues from our Core Content,
which grew by 15.4% this quarter compared to 4Q23, and reinforced by the greater penetration of our complementary solutions, which grew
by 34.5%, compared to the same quarter of 2023.
In the 2024 fiscal year, Vasta’s net revenue
totaled R$1,674 million, a 12.6% increase compared to the same period in the prior year. Subscription revenue grew 14.4% in 2024, due
to the same factors mentioned above.
EBITDA
Values in R$ ‘000 |
|
4Q24 |
|
4Q23 |
|
% Y/Y |
|
2024 |
|
2023 |
|
% Y/Y |
Net revenue |
|
698,930 |
|
554,108 |
|
26.1% |
|
1,674,191 |
|
1,486,272 |
|
12.6% |
Cost of goods sold and services |
|
(268,012) |
|
(195,443) |
|
37.1% |
|
(653,449) |
|
(570,907) |
|
14.5% |
General and administrative expenses |
|
(14,676) |
|
(95,651) |
|
(84.7%) |
|
(364,773) |
|
(465,523) |
|
(21.6%) |
Commercial expenses |
|
(72,181) |
|
(67,128) |
|
7.5% |
|
(282,671) |
|
(246,096) |
|
14.9% |
Other operating (expenses) income |
|
(9,340) |
|
567 |
|
n.m. |
|
(7,576) |
|
(14,385) |
|
(47.3%) |
Share of loss equity-accounted investees |
|
(2,581) |
|
(13,123) |
|
(80.3%) |
|
(12,300) |
|
(18,655) |
|
(34.1%) |
Impairment losses on trade receivables |
|
(21,804) |
|
(28,994) |
|
(24.8%) |
|
(53,003) |
|
(55,771) |
|
(5.0%) |
Profit before financial income and taxes |
|
310,336 |
|
154,337 |
|
101.1% |
|
300,419 |
|
114,935 |
|
161.4% |
(+) Depreciation and amortization |
|
70,698 |
|
71,030 |
|
(0.5%) |
|
276,501 |
|
276,953 |
|
(0.2%) |
EBITDA |
|
381,034 |
|
225,367 |
|
69.1% |
|
576,920 |
|
391,888 |
|
47.2% |
EBITDA Margin |
|
54.5% |
|
40.7% |
|
13.8p.p. |
|
34.5% |
|
26.4% |
|
8.1p.p. |
(+) Layoff related to internal restructuring |
|
84 |
|
479 |
|
(82.5%) |
|
4,380 |
|
1,168 |
|
275.0% |
(+) Share-based compensation plan |
|
2,029 |
|
(105) |
|
n.m. |
|
11,436 |
|
20,157 |
|
(43.3%) |
(+) M&A adjusting expenses |
|
8,271 |
|
13,776 |
|
(40.0%) |
|
8,271 |
|
37,338 |
|
(77.8%) |
(-) Reversal of tax contingencies |
|
(92,558) |
|
- |
|
0.0% |
|
(92,558) |
|
- |
|
0.0% |
Adjusted EBITDA |
|
298,860 |
|
239,517 |
|
24.8% |
|
508,449 |
|
450,552 |
|
12.9% |
Adjusted EBITDA Margin |
|
42.8% |
|
43.2% |
|
(0.5 p.p.) |
|
30.4% |
|
30.3% |
|
0.1p.p. |
Note: n.m.: not meaningful
 | 4 |
In the 2024 fiscal year, Adjusted EBITDA grew by
13% to R$508 million and Adjusted EBITDA Margin grew 0.1p.p to 30.4% (from 30.3% in 2023). In 4Q24, Adjusted EBITDA totaled R$299 million,
a 25% increase compared to R$240 million in 4Q23. 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 minority stake
in Educbank Gestão de Pagamentos Educacionais S.A. (“Educbank”), which registered a loss in equity-accounted investees
in the amount of R$12 million in the 2024 fiscal year.
The Company proceeded with the partial reversal
of the tax contingencies in 4Q24, related to the discussions of goodwill and other subjects derived from the acquisition of the Anglo
Group in 2010 and subsequent restructuring. In the year 2024, considering the analysis and opinion of legal advisors, the Company decided
to partially reverse the amounts initially provisioned. Total reversal amount of the R$ 385,685, are comprised: (i) R$ 102,431 related
to the reversal of the principal portion, which impacted positively the line of General and administrative expenses (ii) R$ 177,993 related
to reversal of the income tax and social contribution, (iii) R$75,032 related to a reversal of the indemnification asset. The interest
amount of R$ 180,104 comprises R$ 206,961 related to the reversal of the interest and fines.
(%) Net Revenue |
|
4Q24 |
|
4Q23 |
|
Y/Y (p.p.) |
|
2024 |
|
2023 |
|
Y/Y (p.p.) |
Gross margin |
|
61.7% |
|
64.7% |
|
(3.1p.p.) |
|
61.0% |
|
61.6% |
|
(0.6p.p.) |
Adjusted cash G&A expenses (1) |
|
(5.4%) |
|
(4.2%) |
|
(1.3p.p.) |
|
(10.5%) |
|
(11.0%) |
|
0.5p.p. |
Commercial expenses |
|
(10.3%) |
|
(12.1%) |
|
1.8p.p. |
|
(16.9%) |
|
(16.6%) |
|
(0.3p.p.) |
Impairment on trade receivables |
|
(3.1%) |
|
(5.2%) |
|
2.1p.p. |
|
(3.2%) |
|
(3.8%) |
|
0.6p.p. |
Adjusted EBITDA margin |
|
42.8% |
|
43.2% |
|
(0.5p.p.) |
|
30.4% |
|
30.3% |
|
0.1p.p. |
(1) Sum of general and administrative expenses, other
operating income and profit (loss) of equity-accounted investees, less: depreciation and amortization, layoffs related to internal restructuring,
share-based compensation plan, M&A one-off adjusting expenses, and reversal of tax contingencies.
In proportion to net revenue, gross margin dropped
from 61.6% in 2023 to 61.0% in 2024, a 0.6 p.p. decrease, showing a stability in the gross margin. Adjusted G&A expenses decreased
by 0.5 p.p., driven by workforce optimization and budgetary discipline. Commercial expenses slightly higher by 0.3 p.p. and reported provisions
for doubtful accounts (PDA) reduced by 0.6 p.p., in 4Q23 due to critical scenario of credit we booked an additional provision mainly for
customers related to mainstream brands, impacting positively the comparison of this indicator. However, we foresee some challenges in
the credit landscape for 2024.
Finance Results
Values in R$ ‘000 |
|
4Q24 |
|
4Q23 |
|
% Y/Y |
|
2024 |
|
2023 |
|
% Y/Y |
Finance income |
|
13,980 |
|
16,675 |
|
(16.2%) |
|
60,547 |
|
70,287 |
|
(13.9%) |
Finance income from contingencies |
|
206,961 |
|
- |
|
n.m. |
|
206,961 |
|
- |
|
n.m. |
Finance costs |
|
(55,569) |
|
(71,392) |
|
(22.2%) |
|
(260,836) |
|
(304,928) |
|
(14.5%) |
Total |
|
165,373 |
|
(54,717) |
|
(402.2%) |
|
6,672 |
|
(234,641) |
|
(102.8%) |
In the fourth quarter of 2024, finance income totaled
R$221 million, from R$17 million in 4Q23. In the fiscal year of 2024, finance income totaled R$267 million, from R$70 million in 2023.
Finance income was positively impacted with a gain of R$207 million recorded in 4Q24, resulting from the reversal of interest on tax contingencies,
as explained above.
Finance costs in 4Q24 decreased 22% (quarter-on-quarter),
to R$55 million, driven by the reduction in the Finance Debt position between the comparison quarters and lower interest rate compared
to 2023. In the 2024 fiscal year, finance costs decreased 15% to R$261 million due to the same factors mentioned above.
 | 5 |
Net profit (loss)
Values in R$ ‘000 |
|
4Q24 |
|
4Q23 |
|
% Y/Y |
|
2024 |
|
2023 |
|
% Y/Y |
Net (loss) profit |
|
607,723 |
|
59,968 |
|
913.4% |
|
486,354 |
|
(82,978) |
|
(686.1%) |
(+) Layoffs related to internal restructuring |
|
84 |
|
479 |
|
(82.5%) |
|
4,380 |
|
1,168 |
|
275.0% |
(+) Share-based compensation plan |
|
2,029 |
|
(105) |
|
n.m. |
|
11,436 |
|
20,157 |
|
(43.3%) |
(+) Amortization of intangible assets (1) |
|
39,395 |
|
40,294 |
|
(2.2%) |
|
158,427 |
|
157,375 |
|
0.7% |
(+) Success fee in tax contingencies reversal |
|
9,333 |
|
- |
|
n.m. |
|
9,333 |
|
- |
|
n.m. |
(-) Income tax contingencies reversal |
|
(532,717) |
|
- |
|
n.m. |
|
(532,717) |
|
- |
|
n.m. |
(+) M&A adjusting expenses |
|
8,271 |
|
13,776 |
|
(40.0%) |
|
8,271 |
|
37,338 |
|
(77.8%) |
(-) Tax shield (2) |
|
(20,098) |
|
(18,511) |
|
8.6% |
|
(65,228) |
|
(73,453) |
|
(11.2%) |
Adjusted net (loss) profit |
|
114,020 |
|
95,901 |
|
18.9% |
|
80,256 |
|
59,607 |
|
34.6% |
Adjusted net margin |
|
16.3% |
|
17.3% |
|
(1.0p.p.) |
|
4.8% |
|
4.0% |
|
0.8p.p. |
Note: n.m.: not meaningful; (1) From business combinations.
(2) Tax shield (34%) generated by the expenses that are being deducted as net (loss) profit adjustments.
In the fourth quarter of 2024, adjusted net profit
totaled R$114 million, a 19% increase compared to R$96 million in 4Q23. In the 2024 fiscal year, adjusted net profit reached R$80 million,
a 35% increase from an adjusted net profit of R$60 million in 2023.
The net profit was positively affected by: a) improvement
in adjusted EBITDA, b) lower finance costs due to the reversal of the tax contingencies in 2024 and c) the reversal of tax contingencies
as explained above. These effects (including success fees) are being adjusted to net income, given their non-recurring nature.
Accounts receivable and PDA
Values in R$ ‘000 |
|
4Q24 |
|
4Q23 |
|
% Y/Y |
|
3Q24 |
|
% Q/Q |
Gross accounts receivable |
|
952,995 |
|
789,529 |
|
20.7% |
|
567,339 |
|
68.0% |
Provision for doubtful accounts (PDA) |
|
(89,751) |
|
(92,017) |
|
(2.5%) |
|
(90,214) |
|
(0.5%) |
Coverage index |
|
9.4% |
|
11.7% |
|
(2.2p.p.) |
|
15.9% |
|
(6.5p.p.) |
Net accounts receivable |
|
863,244 |
|
697,512 |
|
23.8% |
|
477,125 |
|
80.9% |
Average days of accounts receivable (1) |
|
186 |
|
169 |
|
17 |
|
112 |
|
73 |
(1) Balance of net accounts receivable divided by the
last-twelve-month net revenue, multiplied by 360.
The average payment term of Vasta’s accounts
receivable portfolio was 186 days in 4Q24, which represents 17 days higher than the same quarter of the previous year. This increase is
because of the B2G revenue and a higher net revenue incurred in this quarter, which we expected to be received throughout the 2025 year,
in accordance with our business model.
 | 6 |
Free cash flow
Values in R$ ‘000 |
|
4Q24 |
|
4Q23 |
|
% Y/Y |
|
2024 |
|
2023 |
|
% Y/Y |
Cash from operating activities (1) |
|
118,665 |
|
57,369 |
|
106.8% |
|
377,759 |
|
360,592 |
|
4.8% |
(-) Income tax and social contribution paid |
|
(379) |
|
(672) |
|
(43.6%) |
|
(379) |
|
(1,616) |
|
(76.5%) |
(-) Payment of provision for tax, civil and labor losses |
|
(1,224) |
|
(242) |
|
405.8% |
|
(2,489) |
|
(1,489) |
|
67.2% |
(-) Interest lease liabilities paid |
|
(3,054) |
|
(1,501) |
|
103.5% |
|
(11,352) |
|
(11,637) |
|
(2.4%) |
(-) Acquisition of property, plant, and equipment |
|
(19,034) |
|
(3,290) |
|
478.5% |
|
(32,343) |
|
(21,537) |
|
50.2% |
(-) Additions of intangible assets |
|
(19,853) |
|
(43,867) |
|
(54.7%) |
|
(95,928) |
|
(105,292) |
|
(8.9%) |
(-) Lease liabilities paid |
|
(5,780) |
|
(7,930) |
|
(27.1%) |
|
(19,873) |
|
(30,471) |
|
(34.8%) |
Free cash flow (FCF) |
|
69,341 |
|
(133) |
|
n.m. |
|
215,395 |
|
188,550 |
|
14.2% |
FCF/Adjusted EBITDA |
|
23.2% |
|
(0.1%) |
|
23.3p.p. |
|
42.4% |
|
41.8% |
|
0.6p.p. |
LTM FCF/Adjusted EBITDA |
|
42.4% |
|
41.8% |
|
0.6p.p. |
|
42.4% |
|
41.8% |
|
0.6p.p. |
(1) Net (loss) profit less non-cash items less and changes
in working capital. Note: n.m.: not meaningful
Free cash flow (FCF) totaled R$215 million in 2024,
a R$26 million increase from a FCF of R$189 million in 2023. In 4Q24 FCF totaled R$69 million, from a negative R$0.1 million in 4Q23.
The last twelve-month (LTM) FCF/Adjusted EBITDA conversion rate improved from 41.8% to 42.4% as a result of Vasta’s growth and implementation
of sustained efficiency measures.
Financial leverage
Values in R$ ‘000 |
|
4Q24 |
|
3Q24 |
|
2Q24 |
|
1Q24 |
|
4Q23 |
Financial debt |
|
762,005 |
|
764,693 |
|
768,459 |
|
762,985 |
|
791,763 |
Accounts payable from business combinations |
|
436,600 |
|
630,267 |
|
618,830 |
|
616,247 |
|
614,120 |
Total debt |
|
1,198,605 |
|
1,394,960 |
|
1,387,289 |
|
1,379,232 |
|
1,405,883 |
Cash and cash equivalents |
|
84,532 |
|
96,162 |
|
50,868 |
|
67,214 |
|
95,864 |
Marketable securities |
|
111,313 |
|
258,945 |
|
272,991 |
|
242,799 |
|
245,942 |
Net debt |
|
1,002,760 |
|
1,039,853 |
|
1,063,430 |
|
1,069,219 |
|
1,064,076 |
Net debt/LTM adjusted EBITDA |
|
1.97 |
|
2.32 |
|
2.28 |
|
2.22 |
|
2.36 |
As of the end of the 2024 fiscal year, Vasta had
a net debt position of R$1,003 million, a R$37 million decrease compared to 3Q24, mainly due to positive FCF generation, compensated by
the impacts of financial interest cost. In comparison to 4Q23, the net debt position decreased R$61 million from R$1.064 million, driven
by the foregoing factors and partially offset by the Second Repurchase Program. The net debt/LTM adjusted EBITDA of 1.97x as of 4Q24 shows
a downward trend and is 0.34x lower than 3Q24 and 0.39x lower than 4Q23.
 | 7 |
ESG
Sustainability Report
In 2024 we disclosed Vasta´s third sustainability
report regarding the year 2023 prepared in accordance with international standards and the implementation of our corporate strategy, challenges,
and achievements, while also reaffirming our commitment to transparency and sustainability. These include the publication of its second
Greenhouse Gas Inventory, the company's adherence to the UN Global Compact, the dedication of 1,991 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 considers other standards recognized in Brazil and abroad, such as the Sustainability Accounting Standards Board
(SASB) guidelines for the education sector, the guidelines of the IBC Stakeholder Capitalism Metrics from the World Economic Forum, and
the principles of the International Integrated Reporting Council (IIRC).
The document is available at: https://ir.vastaplatform.com/esg/.
Information contained in, or accessible through, our website is not incorporated by reference in, and does not constitute a part
of, this press release.
In line with the topics identified in the materiality
process, every quarter we present Vasta's most material indicators:
Key Indicators
ENVIRONMENT
Water withdrawal2 |
SDGs |
GRI |
Disclosure |
Unit |
4Q2024 |
4Q2023 |
% Y/Y |
3Q2024 |
% Q/Q |
3, 11, 12 |
303-3 |
Total water withdrawal |
m³ |
4,262 |
6,163 |
(31%) |
3,205 |
33% |
Municipal water supply1 |
% |
100% |
100% |
0 p.p. |
100% |
0 p.p. |
Groundwater |
% |
0% |
0% |
0 p.p. |
0% |
0 p.p. |
The comparison of the last two quarters of the
year 2024 with 2023 is impaired due to measurement issues in 3Q23 and 4Q23, with volumes much higher than the historical volume. When
compared to the same quarters in 2024, there is a reduction of 55% and 31%.
When we analyze using annual volumes, the variations
are small, for example, if we consider the average consumption from 2021 to 2024, we reach the amount of 14,565m³ per year, and compared
to the total for the year 2024, we are only 2% above. Using 2022 to 2024 average in m3 and comparing to 2024, we achieved a reduction
of 1%.
It is worth mentioning that in the 1st
and 4th quarters, volume operated in the distribution center is higher than the other quarters due to normal seasonality of
the business besides the usage of the air conditioning.
 | 8 |
Energy consumption within the organization2 |
SDGs |
GRI |
Disclosure |
Unit |
4Q2024 |
4Q2023 |
% Y/Y |
4Q2024 |
% Q/Q |
12, 13 |
302-1 |
Total energy consumption |
GJ |
3,059 |
2,933 |
4% |
2,845 |
8% |
Energy from renewable sources2 |
% |
87% |
97% |
(9.8 p.p.) |
67% |
19.8 p.p. |
In this quarter, there was an increase in energy
consumption compared to the same period in 2023 and the 3Q24, due to greater use of air conditioning resulting from the temperature increase
that affected much of the country.
SOCIAL
Diversity in workforce by employee category |
SDGs |
GRI |
Disclosure |
Unit |
4Q2024 |
4Q2023 |
% Y/Y |
3Q2024 |
% Q/Q |
5 |
405-1 |
C-level – Women |
% |
22% |
29% |
(7p.p.) |
22% |
0p.p. |
C-level – Men |
% |
78% |
71% |
7p.p. |
78% |
0p.p. |
C-level- total3 |
no. |
9.0 |
7.00 |
28.6% |
9 |
(100%) |
Leadership (≥ managers) – Women |
% |
45% |
47% |
(2p.p.) |
44% |
0,8p.p. |
Total - Leadership (≥ managers) – Men |
% |
55% |
53% |
2p.p. |
56% |
(0,8p.p.) |
Leadership (≥ managers) 4 – total |
no. |
117 |
148 |
(20.9%) |
120 |
(2.5%) |
Academic staff – Women |
% |
15% |
18% |
(3p.p.) |
17% |
(1,7p.p.) |
Academic staff – Men |
% |
85% |
82% |
3p.p. |
83% |
1,7p.p. |
Academic staff 5 - total |
no. |
73 |
74 |
(1%) |
78 |
(6.4%) |
Administrative/Operational – Women |
% |
54% |
56% |
(2p.p.) |
53% |
1,5p.p. |
Administrative/Operational – Male |
% |
46% |
44% |
2p.p. |
47% |
(1,5p.p.) |
Administrative/Operational 6 - total |
no. |
1,215 |
1,603 |
(24%) |
1,226 |
(0.9%) |
Employees – Women |
% |
51% |
53% |
(2p.p.) |
50% |
1,3p.p. |
Employees – Men |
% |
49% |
47% |
2p.p. |
50% |
(1,3p.p.) |
Employees - total |
no. |
1,424 |
1,832 |
(22%) |
1,433 |
(0.6%) |
Continuing our Diversity and Inclusion efforts,
this quarter we made significant progress in the inclusion of people with disabilities in the job market. A program was launched in partnership
with the Wise Hands consultancy to offer full scholarships aimed at training and supporting these professionals in the administrative
field. The initiative seeks to promote qualifications and expand employment opportunities, including the possibility of hiring for administrative
positions in our educational institutions and corporate offices.
 | 9 |
Social impact* 7 |
SDGs |
GRI |
Disclosure |
Unit |
2S2024 |
1S2024 |
2S2023 |
4, 10 |
- |
Scholars of the Somos Futuro Program |
no. |
219 |
213 |
232 |
* Indicators presented progressively, referring to the total accumulated
since the beginning of the year, which is why we are not presenting the variations compared to previous semesters.
We continue to maintain the Somos Futuro Program
via Instituto SOMOS. The initiative enables public school students to attend high school at one of Vasta's partner schools. In this semester,
219 young people were studying through the program, receiving didactic and paradidactic material, online school tutoring, mentoring, and
access to the entire support network of the program, which includes psychological monitoring, in addition to the scholarship offered by
the school.
Health and Safety |
SDGs |
GRI |
Disclosure |
Unit |
4Q2024 |
4Q2023 |
% Y/Y |
3Q2024 |
% Q/Q |
3 |
403-5, 403-9 |
Units covered by the Risk Management Program (PGR) |
% |
100% |
100% |
0p.p. |
100% |
0p.p. |
Trained employees |
no. |
84 |
1,070 |
(92.1%) |
214 |
(60.7%) |
Average hours of training per employee 8 |
no. |
1.2 |
1.5 |
(22.9%) |
2.1 |
(43.0%) |
Injury frequency 9 |
rate |
2.3 |
0.9 |
156.7% |
1.2 |
99.1% |
High-consequence injuries |
no. |
0 |
0 |
0% |
0 |
0% |
Recordable work-related injuries 10 |
rate |
1.2 |
0.9 |
28.9% |
0.0 |
100.0% |
Fatalities resulted from work-related injuries |
no. |
0 |
0 |
0% |
0 |
0% |
Fatalities 11 |
rate |
0.0 |
0.0 |
0% |
0.0 |
0% |
The main causes of work-related injuries were impacts suffered in internal
and external circulation areas causing abrasions, contusions, and sprains.
During the period, the main employee accidents
were cuts and punctures to fingers and hands, occurring in circulation areas. Inspections were conducted in the workplaces to identify
risk situations and implement preventive plans.
In this quarter, there was an increase in the volume
of hires for the "Back to School" campaign and for the inventory at the São José dos Campos Distribution Center.
The SESMT team, in collaboration with the leadership, reinforced the guidelines and conducted inspections in the areas, resulting in a
reduction in near-misses and work-related accidents, even during the high-demand period.
 | 10 |
GOVERNANCE
Diversity in the Board of Directors (gender) |
GRI |
Disclosure |
Unit |
4Q2024 |
4Q2023 |
% Y/Y |
3Q2024 |
% Q/Q |
405-1 |
Members |
no. |
7 |
7 |
0% |
7 |
0% |
Women |
% |
29% |
29% |
0 p.p. |
29% |
0 p.p. |
Ethical conduct |
SDGs |
GRI |
Disclosure |
Unit |
4Q2024 |
4Q2023 |
% Y/Y |
3Q2024 |
% Q/Q |
16 |
2-25 |
Cases recorded in our Confidential Ethics Hotline 12 |
no. |
32 |
62 |
(48%) |
5 |
540% |
10 |
406-1 |
Grievances regarding discrimination received through our Confidential Ethics Hotline 12 |
no. |
0 |
2 |
(100%) |
0 |
0% |
Confirmed incidents of discrimination 12 |
no. |
0 |
0¹ |
0% |
0 |
0% |
5 |
405-1 |
Employees who have received training on anti-corruption policies and procedures |
% |
100% |
100% |
0p.p. |
100% |
0p.p. |
Operations assessed for risks related to corruption |
% |
100% |
100% |
0p.p. |
100% |
0p.p. |
Confirmed incidents of corruption |
no. |
0 |
0 |
0% |
0 |
0% |
We remain committed to promoting the Cogna Confidential
Channel, encouraging the reporting of discrimination, harassment, and violations of the Code of Conduct.
Compliance* |
SDGs |
GRI |
Disclosure |
Unit |
4Q2024 |
4Q2023 |
% Y/Y |
3Q2024 |
% Q/Q |
16 |
307-1, 419-1 |
Fines for social and economic noncompliance |
R$ thousand |
- |
- |
0% |
- |
0% |
Non-financial sanctions for social and economic non-compliance |
no. |
- |
- |
0% |
- |
0% |
Fines for environmental noncompliance |
R$ thousand |
- |
- |
0% |
- |
0% |
Non-financial sanctions for environmental non-compliance |
no. |
- |
- |
0% |
- |
0% |
* Only cases deemed material, i.e., cases that
harm Vasta's image, which lead to a halt in operations, or where the amounts involved are over R$1 million.
We did not record significant sanctions or fines
related to economic and social issues, except for the normal course of business.
 | 11 |
Customer data privacy |
Disclosure |
Unit |
4Q2024 |
4Q2023 |
% Y/Y |
3Q2024 |
% Q/Q |
External complaints substantiated by the organization |
no. |
3 |
2 |
50% |
4 |
(25%) |
Complaints received from regulatory agencies or similar official bodies |
no. |
0 |
0 |
0% |
0 |
0% |
Cases identified of leakage, theft, or loss of customer data |
no. |
0 |
0 |
0% |
0 |
0% |
We have added the reclassification
of requests opened by the data subject internally on the Privacy Portal. In this way, it is possible, after analyzing the case, to identify
and classify whether the request does in fact refer to the rights of data subjects under the LGPD.
FOOTNOTES: |
SDG |
Sustainable
Development Goal. Indicates goal to which the actions monitored contribute. |
GRI |
Global
Reporting Initiative. Lists the GRI standard indicators related to the data monitored. |
ND |
Indicator
discontinued or not measured in the quarter. |
NM |
Not
meaningful |
1 |
Based
on invoices from sanitation concessionaires. |
2 |
Acquired
from the free energy market. |
3 |
Takes
into the account the positions of CEO, vice presidents and director reporting directly to the CEO |
4 |
Management,
senior management and leadership positions not reporting directly to the CEO |
5 |
Course
coordinators, teachers, and tutors. |
6 |
Corporate
coordination, specialists, adjuncts, assistants and analysts. |
7 |
Indicators
reported on semi-annual basis (2Q and 4Q). |
8 |
Total
hours of training/employees trained. |
9 |
Total
accidents (with and without leave)/ Total man/hours worked (MHW) x 1,000,000 |
10 |
Work-related
injury (excluding fatalities) from which the worker cannot recover fully to pre-injury health status within 6 months. Formula: Number
of injuries/MHW x 1.000.000. |
11 |
Fatalities/
MHW x 1,000,000. |
12 |
Indicators
measured from the first quarter of 2023. It used to be reported annually in Sustainability Reports |
 | 12 |
CONFERENCE CALL INFORMATION
Vasta will discuss its fourth quarter
2024 results on March 12, 2025, via a conference call at 5:00 p.m. Eastern Time. To access the call (ID: 3871721), please dial: +1 (888)
660-6819 or +1 (929) 203-1989. A live and archived webcast of the call will be available on the Investor Relations section of the Company’s
website at https://ir.vastaplatform.com. Information contained in, or accessible through, our website is not incorporated by reference
in, and does not constitute a part of, this press release.
ABOUT VASTA
Vasta is a leading, high-growth
education company in Brazil powered by technology, providing end-to-end educational and digital solutions that cater to all needs of private
schools operating in the K-12 educational segment, ultimately benefiting all of Vasta’s stakeholders, including students, parents,
educators, administrators, and private school owners. Vasta’s mission is to help private K-12 schools to be better and more profitable,
supporting their digital transformation. Vasta believes it is uniquely positioned to help schools in Brazil undergo the process of digital
transformation and bring their education skill set to the 21st century. Vasta promotes the unified use of technology in K-12 education
with enhanced data and actionable insight for educators, increased collaboration among support staff and improvements in production, efficiency
and quality. For more information, please visit ir.vastaplatform.com. Information contained in, or accessible through, our website is
not incorporated by reference in, and does not constitute a part of, this press release.
CONTACT
Investor Relations
ir@vastaplatform.com
 | 13 |
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.
 | 14 |
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.
 | 15 |
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.
 | 16 |
FINANCIAL STATEMENTS
Consolidated Statements of Financial Position
Assets |
December
31, 2024 |
|
December
31, 2023 |
Current assets |
|
|
|
Cash and cash equivalents |
84,532 |
|
95,864 |
Marketable securities |
111,313 |
|
245,942 |
Trade receivables |
863,244 |
|
697,512 |
Inventories |
276,781 |
|
300,509 |
Prepayments |
80,993 |
|
71,870 |
Taxes recoverable |
20,813 |
|
19,041 |
Income tax and social contribution recoverable |
13,631 |
|
16,841 |
Other receivables |
1,304 |
|
2,085 |
Other receivables - related parties |
13,714 |
|
7,157 |
Total current assets |
1,466,325 |
|
1,456,821 |
|
|
|
|
Non-current assets |
|
|
|
Judicial deposits |
154,452 |
|
207,188 |
Deferred income tax and social contribution |
208,849 |
|
205,453 |
Equity accounted investees |
52,184 |
|
64,484 |
Other investments and interests in entities |
1,608 |
|
9,879 |
Property, plant and equipment |
160,952 |
|
151,492 |
Intangible assets and goodwill |
5,160,785 |
|
5,307,563 |
Total non-current assets |
5,738,830 |
|
5,946,059 |
|
|
|
|
Total Assets |
7,205,155 |
|
7,402,880 |
 | 17 |
Consolidated Statements of Financial Position
(continued)
Liabilities |
December
31, 2024 |
|
December
31, 2023 |
Current liabilities |
|
|
|
Bonds |
264,484 |
|
541,763 |
Suppliers |
240,192 |
|
221,291 |
Reverse factoring |
302,608 |
|
263,948 |
Lease liabilities |
22,133 |
|
17,078 |
Income tax and social contribution payable |
2,146 |
|
- |
Taxes payable |
4,583 |
|
7,821 |
Salaries and social contributions |
101,958 |
|
104,406 |
Contractual obligations and deferred income |
40,565 |
|
32,815 |
Accounts payable for business combination |
215,237 |
|
216,728 |
Other liabilities |
19,944 |
|
26,382 |
Other liabilities - related parties |
30,322 |
|
15,060 |
Total current liabilities |
1,244,172 |
|
1,447,292 |
|
|
|
|
Non-current liabilities |
|
|
|
Bonds |
497,521 |
|
250,000 |
Lease liabilities |
89,240 |
|
79,579 |
Accounts payable for business combination |
221,363 |
|
397,392 |
Provision for tax, civil and labor losses |
157,123 |
|
697,990 |
Other liabilities |
2,425 |
|
9,836 |
Total non-current liabilities |
967,672 |
|
1,434,797 |
|
|
|
|
Total current and non-current liabilities |
2,211,844 |
|
2,882,089 |
|
|
|
|
Shareholder's Equity |
|
|
|
Share capital |
4,820,815 |
|
4,820,815 |
Capital reserve |
90,909 |
|
89,627 |
Treasury shares |
(74,641) |
|
(59,525) |
Accumulated losses |
154,928 |
|
(331,559) |
Shareholder's Equity |
4,992,011 |
|
4,519,358 |
|
|
|
|
Interest of non-controlling shareholders |
1,300 |
|
1,433 |
|
|
|
|
Total Shareholder's Equity |
4,993,311 |
|
4,520,791 |
|
|
|
|
Total Liabilities and Shareholder's Equity |
7,205,155 |
|
7,402,880 |
 | 18 |
Consolidated Income Statement
|
|
December
31, 2024 |
|
December
31, 2023 |
|
December
31, 2022 |
Net revenue from sales and services |
|
1,674,191 |
|
1,486,273 |
|
1,264,280 |
Sales |
|
1,588,775 |
|
1,440,259 |
|
1,229,827 |
Services |
|
85,416 |
|
46,014 |
|
34,453 |
|
|
|
|
|
|
|
Cost of goods sold and services |
|
(653,449) |
|
(570,907) |
|
(473,135) |
|
|
|
|
|
|
|
Gross profit |
|
1,020,742 |
|
915,366 |
|
791,145 |
|
|
|
|
|
|
|
Operating income (expenses) |
|
(708,023) |
|
(781,775) |
|
(710,553) |
General and administrative expenses |
|
(364,773) |
|
(465,523) |
|
(471,626) |
Commercial expenses |
|
(282,671) |
|
(246,096) |
|
(194,043) |
Impairment losses on trade receivables |
|
(53,003) |
|
(55,771) |
|
(45,904) |
Other operating income |
|
4,286 |
|
13,699 |
|
1,828 |
Other operating expenses |
|
(11,862) |
|
(28,084) |
|
(808) |
|
|
|
|
|
|
|
Share of loss equity-accounted investees |
|
(12,300) |
|
(18,655) |
|
(4,512) |
|
|
|
|
|
|
|
Profit before finance result and taxes |
|
300,419
|
|
114,936
|
|
76,080 |
|
|
|
|
|
|
|
Finance result |
|
6,672 |
|
(234,641) |
|
(181,767) |
Finance income |
|
267,508 |
|
70,287 |
|
88,557 |
Finance costs |
|
(260,836) |
|
(304,928) |
|
(270,324) |
|
|
|
|
|
|
|
Profit (loss) before income tax and social contribution
|
|
307,091 |
|
(119,705) |
|
(105,687) |
|
|
|
|
|
|
|
Income tax and social contribution |
|
|
|
|
|
|
Current |
|
175,617 |
|
331 |
|
10,668 |
Deferred |
|
3,646 |
|
36,396 |
|
40,446 |
|
|
179,263 |
|
36,727 |
|
51,114 |
|
|
|
|
|
|
|
Profit (loss) for the year |
|
486,354 |
|
(82,978) |
|
(54,573) |
|
|
|
|
|
|
|
Allocated to: |
|
|
|
|
|
|
Controlling shareholders |
|
486,487 |
|
(83,772) |
|
(54,573) |
Non-controlling shareholders |
|
(133) |
|
794 |
|
- |
|
|
|
|
|
|
|
Loss per share |
|
|
|
|
|
|
Basic |
|
6.07 |
|
(1.02) |
|
(0.66) |
Diluted |
|
6.07 |
|
(1.02) |
|
(0.66) |
 | 19 |
Consolidated Statement of Cash Flows
|
|
For
the year ended December 31, |
|
|
2024 |
|
2023 |
|
2022 |
CASH FLOWS
FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
Profit (loss)
before income tax and social contribution |
|
307,091 |
|
(119,705) |
|
(105,687) |
Adjustments
for: |
|
|
|
|
|
|
Depreciation
and amortization |
|
294,084 |
|
287,779 |
|
268,714 |
Share of
loss profit of equity-accounted investees |
|
12,300 |
|
18,655 |
|
4,512 |
Impairment
losses on trade receivables |
|
53,003 |
|
55,771 |
|
45,904 |
Reversal
for tax, civil and labor risks, net |
|
(116,722) |
|
(9,611) |
|
(15,099) |
Provision
on accounts payable for business combination |
|
- |
|
23,562 |
|
- |
Interest
on provision for tax, civil and labor losses |
|
(168,743) |
|
58,265 |
|
42,063 |
Interest
on bonds |
|
96,760 |
|
117,495 |
|
108,896 |
Asset impairment
loss |
|
8,271 |
|
- |
|
- |
Contractual
obligations and right to returned goods |
|
6,566 |
|
(15,097) |
|
11,312 |
Interest
on accounts payable for business combination |
|
59,334 |
|
65,207 |
|
65,725 |
Interest
on suppliers |
|
44,401 |
|
38,228 |
|
19,810 |
Share-based
payment expense |
|
8,697 |
|
13,382 |
|
19,043 |
Interest
on lease liabilities |
|
11,584 |
|
12,717 |
|
13,143 |
Interest
on marketable securities |
|
(24,547) |
|
(40,155) |
|
(54,954) |
Other finance
costs, net |
|
- |
|
- |
|
3,441 |
Cancellations
of right-of-use contracts |
|
(1,954) |
|
(6,037) |
|
616 |
Residual
value of disposals of property and equipment and intangible assets |
|
7,816 |
|
3,487 |
|
13,960 |
|
|
597,941 |
|
503,943 |
|
441,399 |
Changes
in |
|
|
|
|
|
|
Trade
receivables |
|
(218,735) |
|
(103,162) |
|
(189,329) |
Inventories |
|
26,216 |
|
(33,710) |
|
(24,087) |
Prepayments
|
|
(8,884) |
|
(15,163) |
|
(16,576) |
Taxes
recoverable |
|
(688) |
|
1,416 |
|
(16,566) |
Judicial
deposits |
|
(22,184) |
|
(12,729) |
|
(16,035) |
Other
receivables |
|
781 |
|
(1,076) |
|
1,133 |
Related
parties – other receivables |
|
(6,557) |
|
(5,398) |
|
(1,258) |
Suppliers
|
|
13,160 |
|
40,604 |
|
121,519 |
Salaries
and social charges |
|
(2,448) |
|
3,872 |
|
37,166 |
Tax
payable |
|
(713) |
|
3,674 |
|
(4,039) |
Contractual
obligations and deferred income |
|
(1,543) |
|
(12,706) |
|
375 |
Other
liabilities |
|
(13,849) |
|
(23,980) |
|
(3,084) |
Other
liabilities - related parties |
|
15,262 |
|
15,006 |
|
(39,218) |
Cash generated
from operating activities |
|
377,759 |
|
360,591 |
|
291,400 |
Payment
of interest on leases |
|
(11,352) |
|
(11,637) |
|
(14,941) |
Payment
of interest on bonds |
|
(122,244) |
|
(118,901) |
|
(92,500) |
Payment
of interest on business combinations |
|
(65,855) |
|
(8,096) |
|
(603) |
Income
tax and social contribution paid |
|
(379) |
|
(1,616) |
|
(7,153) |
Payment
of provision for tax, civil and labor losses |
|
(2,489) |
|
(1,489) |
|
(1,363) |
Net cash
from (used in) operating activities |
|
175,440 |
|
218,852 |
|
174,840 |
CASH FLOWS
FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
Acquisition
of property and equipment |
|
(32,343) |
|
(21,537) |
|
(61,143) |
Additions
of intangible assets |
|
(95,928) |
|
(105,292) |
|
(90,588) |
Acquisition
of subsidiaries net of cash acquired |
|
- |
|
(3,212) |
|
(80,559) |
Proceeds
from investment in marketable securities |
|
1,000,352 |
|
1,228,882 |
|
1,637,898 |
Purchase
of investment in marketable securities |
|
(841,176) |
|
(1,054,155) |
|
(1,800,550) |
Net
cash from (used in) investing activities |
|
30,905 |
|
44,686 |
|
(394,942) |
CASH
FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
Suppliers
– related parties |
|
- |
|
- |
|
- |
Payments
of loans from related parties |
|
- |
|
(50,885) |
|
(254,885) |
Lease liabilities
paid |
|
(19,873) |
|
(30,471) |
|
(27,003) |
Purchase
of treasury shares |
|
(22,531) |
|
(39,931) |
|
- |
Payments
of bonds |
|
(500,000) |
|
- |
|
(759) |
Issuance
of securities with related parties |
|
- |
|
- |
|
250,000 |
Issuance
of bonds net off issuance costs |
|
495,726 |
|
- |
|
- |
Payments
of accounts payable for business combination |
|
(170,999) |
|
(92,152) |
|
(11,379) |
Net
cash used in financing activities |
|
(217,677) |
|
(213,439) |
|
(44,026) |
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
(11,332) |
|
50,099 |
|
(264,128) |
Cash
and cash equivalents at beginning of period |
|
95,864 |
|
45,765 |
|
309,893 |
Cash
and cash equivalents at end of period |
|
84,532 |
|
95,864 |
|
45,765 |
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
(11,332) |
|
50,099 |
|
(264,128) |
 | 20 |
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