Good morning, ladies and gentlemen, thank you for waiting. At this time, we would like to welcome everyone to the Vasta Platform conference call to present the acquisition of the Eleva Learning System. We would like to inform you that this event is being recorded, and all participants will be in a listen-only mode during the company's presentation. After the company's remarks are completed, there will be a question and answer session. At that time, further instructions will be given. Should any participant need assistance during the call, please press star zero to reach this operator. Also, today's live webcast, both audio and live show, may be accessed through Vasta Platform investor relations website, ir.vastaplatform.com. The following presentation is also available to download on the company's website. The following information is available in Brazilian reais, in accordance with Brazilian corporate law and generally accepted accounting principles, BR GAAP, which now confirm with International Financial Reporting Standards, IFRS, except where otherwise indicated. Before proceeding, let me mention that forward-looking statements are based on the beliefs and assumptions of Vasta management and on information currently available to the company. They involve risks, uncertainties, and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur in the future. Investors should understand that general economic conditions, industry conditions, and other operating factors could also affect the future results of company and could cause the results to differ materially from those expressed in such forward-looking statements. Now, I will turn the conference over to Vasta CEO. Pedro, please proceed. Thank you. Actually, this is Pedro Gomes, the IR of the company. Good morning, everyone, and thank you for joining me in the conference call today. We are really proud to announce the acquisition of Eleva Learning System. With me today, we have Mário Ghio, Vasta CEO. We also have Clovis Poggetti, the company CFO, Guilherme Mélega, Vasta COO, and Bruno Giardino and Guilherme Guirao from Cogna IR department. During today's presentation, we will present further details of the transaction, and it's important to highlight again that all the information discussed in here is available in our website. When we conclude this presentation, we will open to the Q&A. Now let me give the call over to Mário Ghio to make his opening statement. Thank you. Thank you, Pedro. Thank you all for participating in our call today. I would like to cover a quick presentation about the deal with Eleva, and after that, as Pedro said, we can go to the questions. Okay. In the presentation, jumping to page number four, you can see the company after the CADE approval, okay. The Brazilian antitrust approval. Eleva Platform, which is the name of the Eleva Learning System, okay, Eleva will join all the brands we have in our current business of learning systems. The price of the acquisition was BRL 580 million, which is a little bit more than 16 times the EBITDA of 2020. Okay? We are acquiring the whole learning system. Moving to the next slide. Given that the global transaction involves also the selling of all the Cogna's proprietary schools to Eleva Holding Group, we decided that the best way to analyze this transaction was creating an independent committee. Only the independent members of Vasta's board could vote on this independent committee. You can see in the slide the three independent members, they are the independent committee, right. They have not only the power to vote on the transaction, but they had the power to veto the transaction, which means that only the independent committee could analyze if this deal is making sense for our long-term plan. Okay. They also asked the fairness opinion, and all of them, the three members of the independent committee, they voted okay for the business. Let's cover in the next slide, the rationale for this transaction. Since the beginning of the IPO, since the roadshow, to be clear, we said that we saw many opportunities for consolidating the core education market in Brazil. Currently, we are two big players operating in this market, but many mid guys and small guys, they were facing problems to compete against us, especially during the pandemic. We started the conversation with the potential targets for acquisition. First of all, Eleva is one of the best learning systems in the country. They are currently in the fifth position in terms of number of students, an excellent brand, very innovative learning system. This acquisition represents first, our first move in terms of consolidation, the consolidation of core education. We have more opportunities ahead. We are in the table dealing with some more potential targets, but Eleva, it was clearly the first step to us, right. Besides being this first consolidation, it is an excellent brand. During the due diligence period, we had the opportunity to see relevant synergies that we can collect in the next three years. The most important of everything, the most important part, in my opinion, of this transaction, is that all Eleva schools are going to be our clients for a 10-year period contract, right. Not only the schools that Eleva has today, but the greenfields, all the acquisitions, all the organic and inorganic growth that Eleva holding group are going to do in the upcoming years, all of them are going to be our clients in our Vasta Platform, okay. There are just two or three brands in the Eleva holding that are not included in this deal, which are the super premium schools, right. They have super premium schools, three brands, the Escola Eleva, Gurilandia, and I forget the name of the third brand. Only this kind of school, the super premium schools, they are not included in this partnership, in this long-term commercial contract we developed with Eleva during the negotiation, okay. Delivering this acquisition, I am really glad to comment that we are delivering more than 60% of the targets we had in our business model for the IPO, right. We are delivering the first acquisition. The first acquisition, it's above what was in the model. Moving to the next slide, talking a little bit about the Eleva Learning System. As I mentioned, it's the fifth largest learning system in the country. Eleva, for us, means two different clients. One is the proprietary schools, Eleva's proprietary schools with more than 73,000 students, right. These schools, I was mentioning that they have a long-term contract with us, 10-year contract with us. The other part of the schools are partner schools, which means that Eleva Learning System is providing all the services to proprietary schools and also partner schools, right. Partner schools are representing more than 100,000 students, and we believe that we can make this part of the business grow as fast as all the other brands we have. On top of that, we have all the organic and inorganic growth of Eleva's schools in the commercial contract, okay. Moving to the next slide, I would like to give you more information in terms of operational features, and after that, financial features. In terms of partner schools, we are talking about more than 4,600 partner schools. We had in Vasta, regarding the last year, right, we are going to say the final number of new schools when we disclose the final ACV, right. We are using for Vasta the numbers of the last commercial year. We added almost 500 new schools buying Eleva Platform. In terms of students, we are reaching almost 1.5 million students in subscription. Regarding to ACV, our partial ACV already disclosed is BRL 835 million. The Eleva's ACV is BRL 95 million. The combination of our operations is leading to more than BRL 900 million in ACV. Please have in mind that any time I say ACV is the subscription part of our business. On top of that, we have in Vasta, we have other businesses that are not in the subscription model, such as literature, spot books, and so on. Those numbers are not included in this BRL 930 million. Moving to the next slide. Let's talk a little bit about the financial highlights of the combined company. I am using to Vasta's numbers, the numbers in the analyst consensus, right. It's not a guidance, it's only the analyst consensus. The joint company is going to have more than BRL 1.1 billion in revenues, more than BRL 330 million in EBITDA. You can see that Eleva's margin are higher than Vasta's margin because Eleva is a pure learning system. In Vasta, it's our combined margin, right. It's supernatural that the Eleva's EBITDA margin is higher than ours. If we had only Vasta's traditional learning systems, the EBITDA, the margin will be pretty close to the Eleva's margin, okay. Again, Vasta's here is the combined company. I would like to give you the information that in our final numbers of 2020, we are expecting to see a couple percentage points below in terms of final revenues for 2020 and EBITDA for 2020 compared to the analyst consensus, okay. A couple percentage points below in the final numbers. We will make it clear when we have the opportunity to give you the information about the fourth quarter. Moving to the slide number 10, we can see that in Vasta, we are growing organically above 20% per year. Eleva growing as well in a very solid pace. Since 2017, if we take 2017 to 2020 periods, the revenue growth of Eleva, the CAGR, was 28%. They grew a lot from 2019 to 2020, given the pandemic and given the lack of technology, all the problems we had to face here during the pandemic in this last year from 2020 to this year, they didn't grow. Again, we see that as a transitory feature, and we are pretty sure that after the integration, after the CADE approval, after the integration, we will see the same kind of organic growth that we have already implemented in all the other brands of our portfolio. Okay. Looking at the right side of the chart, it's very important to say that Eleva's ACV for this year is BRL 95 million. Given that we signed with Eleva a 10-year period contract, a commercial contract for 10 years, we offer BRL 15 million of discounts for the years one to four. Right. On the total is BRL 60 million of discounts. They can use BRL 15 million per year discounts in the learning system Eleva or the other learning systems we are offering to the schools Cogna's is selling to Eleva. That's why we are discounting BRL 15 million in the Eleva's ACV because this discount we have offered in the commercial contract. Going deeper in the commercial contract, important to mention that all the prices from the year one until the year 10, they are already in the contract. All the prices are inflation plus. I would say that we are preserving the health of our learning systems that we are going to sell to Eleva's proprietary schools. Going to the slide 11. Here we are showing why we believe this is a highly accretive transaction. As I already mentioned, we bought the Eleva Platform for BRL 580 million, and we are going to pay in five years. Right. In five installments. The first installment is a little bit more than 20%, but the seller finance of this transaction is very good for us, which leads to an EBITDA multiple. As I mentioned, a little bit more than 16x the EBITDA of the last year, okay? As I had the opportunity to comment in this call, 42% of the schools are Eleva's proprietary schools, so the churn in this part of the business is zero, and we are pretty sure that the churn of the other partners, the schools we are going to bring to the churn we have in Vasta, which is a very, very low churn level as we had the opportunity to say in the other calls, okay. We also identified more than BRL 20 million in synergies, and we are expecting to see those synergies or to fully reach those synergies in two years, starting from the year of the integration. Right. The synergies are regarding to logistics, to paper printing, because warehouses and so on, okay. With the synergies included in the business, the multiple would be 10.5x EBITDA plus synergies last year, okay. Again, we have this contract growth with all the Eleva's proprietary new schools, acquisitions, greenfields, brownfields and so on. All the Eleva expansion we are expecting, probably they are going public this year, They will have lots of proceeds to grow, okay. We are kind of surf this wave of Eleva's growth because of the contract we have with them. Okay. The final steps of this transaction are the submission to our Brazilian antitrust, which is CADE, okay. We'll wait for CADE approval. We believe that this transaction is not a rito sumário, is not the fast track in CADE, but we believe that it's going to be a mid-time assessment by CADE, and probably at the middle of this year, we can start the integration because of the approval, and then we can close the deal. Okay, this was a quick overview of the deal. A very creative deal for us. An excellent brand. It's super complementary to our portfolio, okay. We have all the opportunities of the Eleva's proprietary schools growth, and also to collect all the synergies I mentioned during the presentation. Okay, Pedro, now I guess we can go to the Q&A. Thank you, Ghio. Operator, please. Ladies and gentlemen, we will now initiate the question and answer session. If you would like to ask a question, please dial asterisk one. If you want to remove the question, please dial asterisk zero. Our first question comes from Vitor Tomita by Goldman Sachs. Hello all. Two questions here from our side. The first one is that during the Q&A for the Cogna conference call, it was mentioned that Vasta would be able to use the Eleva brands for two years, but would have to rebrand afterwards. Considering this, are you planning to create a new brand or use one of Vasta's existing brands, or would you perhaps be able to access legacy brands from the Eleva group like Eleva, for example? The second question from our side is, with this acquisition having boosted their presence in the state of Rio de Janeiro and at least in the Northeast, are there now any specific regions where you would like to gain more presence in or to make further acquisitions in? Thank you. Vitor, thanks for the questions. I'm not sure if I could listen to your second question because the connection wasn't that good. I will try to answer what I listened, and you can complement the question, okay? Regarding to the first question. Sure. In the contract with Eleva, we have the rights to use the name Eleva for three school years, starting with the closing of the deal, okay. After the closing, we have three school years to use the name Eleva, after that we must rebrand this name. The answer is no, we are not intending to use one of the other brands we have for this specific Eleva Platform. We are prone to create a new name for this learning system. Probably we could join other learning system in this product. By that I mean that we are going to change the names, not the name. We don't have the name so far. Probably we are going to merge this learning system, this content, with the base of clients of other learning system in order to optimize the number of brands we have. Vitor, sorry, I couldn't hear clearly your second question. If Pedro can tell me the question. I can repeat it as well. It was just that with this acquisition increased their presence in Rio and in the Northeast. Are there any other regions that you want to have a larger presence in or other regions that you'd like to invest more in or to make acquisitions in? Yes. Great. Now I heard. Vitor, Eleva is also very well-positioned in the Southeast region, not only in Rio, right. They have lots of partners in Minas, in São Paulo as well. We are improving our position in the richest part of the country, which is very important during this pandemic, right. Because the families in the richest part of the country, they are suffering less compared to the families in many other regions. Eleva also has a good footprint in the Northeast region. We see that with Eleva, we can also go faster, I would say, in our Midwest, right. In our Center region. I guess we are going to grow faster with Eleva's brands in this Northeast region and our Midwest than we could do without Eleva Platform, right. Great. Thank you very much. Just to complement your question, Vitor. The beauty of having this long-term partnership with Eleva schools is that Eleva schools are good schools, and we can leverage our brands regionally because of the reputation of the schools Eleva is running in many regions. It's a win-win game, in my opinion. Once again, if you would like to ask a question, please dial asterisk one. This concludes the question and answer session. At this time, I would like to turn the call to Mário Ghio for any closing remarks. Thank you, operator. I would like just to clarify an information that I gave to you when I said that we are expecting to see for the final numbers of 2020, a couple percentage points below our budget or below the analyst consensus. I would like just to add that all of this, in fact, we are seeing in the non-subscription part of our business, okay. The subscription part of our business is super aligned with all the expectations, the ACV growth, and so on. Having said that, I would like to thank you for your time and to say that our IR are completely here to any further question, please let us know, okay. Thank you. Bye-bye. Thank you, Ghio. Have a good day, you guys. Bye-bye. Thank you. This concludes today's presentation. You may disconnect your line at this time. Have a nice day.
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