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Operator: Good afternoon, and welcome to Vasta Platform Limited’s Fourth Quarter 2022 Financial Results Conference Call. All participants are in a listen-only mode. . As a reminder, this conference call is being recorded. I would now like to turn the call over to Marcelo Werneck with Investor Relations. Thank you. Please go ahead.

Marcelo Werneck: Good evening, everyone, and thank you for joining us in this conference call to discuss Vasta Platform’s fourth quarter and full year of 2022 results. The fourth quarter also represented the first quarter of the 2023 sales cycle, which goes from October ’22 to September ’23. I am Marcelo Werneck, Vasta’s IR. And with me on the call today, we have Mário Ghio, Vasta’s CEO; Guilherme Melega, Vasta’s COO; and Cesar Silva, Vasta’s CFO. Before we begin, I’d like to read our forward-looking statement. During today’s presentation, our executives will make forward-looking statements. Forward-looking statements generally relate to future events or future financial or operating performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those contemplated by these forward-looking statements.

Forward-looking statements in this presentation includes, but are not limited to statements related to our business and financial performance, expectations for future periods, our expectations regarding our strategic product initiatives and their related benefits and our expectations regarding the market. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. These risks include those set forth in the press release that we issued today as well as those more fully described in our filings with the SEC. The forward-looking statements in this presentation are based on the information available to us as of today. You should not rely on them as predictions of the future events, and we disclaim any obligation to update any forward-looking statements, except as required by law.

In addition, management may reference non-IFRS financial measurements on this call. The non-IFRS financial measures are not intended to be considered in isolation or as a substitute for results prepared in accordance with IFRS. Let me now give the call over to Ghio to make his opening statements.

Mário Ghio Junior: Thank you, Marcelo. Thank you all for participating in our earnings release call. I would like to cover the Slide number three with some highlights of the 2022 fiscal year. Vasta concluded this year with a 39% subscription revenue growth over the same period of last year. Subscription revenues totaled R$1.12 billion in 2022. And the fourth quarter of 2022, or the first quarter of the next commercial cycle, continues to show a very positive trend after the excellent results showed in the 2022 sales cycle that exceeded our 2022 ACV guidance by 2.4%. The non-subscription segment, as expected, remained flat compared to the previous year, representing now only 11% of Vasta’s revenue. Thus, in the 2022 full year, the net revenue grew 33% and reached R$1.264 billion.

The results reflected a strategic consistency and operational excellence as we continue to observe migration of customers from non-subscription to subscription products, upsell to premium education brands, accelerated growth in the complementary solutions portfolio. Complementary solutions grew 58% compared to the last year. Vasta’s adjusted EBITDA grew more than 100% and reached R$375 million, with a margin increase of 10.5 percentage points reaching 29.7%. In the fourth quarter, adjusted EBITDA totaled R$200 million, a relevant 25% increase compared to the fourth quarter of 21%, when adjusted, EBITDA was R$161 million. This improvement was mainly driven by operational leverage gains, cost savings and improved sales mix with the growth of subscription products and the higher penetration of our premium brands.

It’s also worth mentioning that the adjusted EBITDA and adjusted net profit were negatively impacted by R$15 million in provisions for doubtful accounts, or PDA, of a large retailer Brazilian company undergoing judicial recovery. Our free cash saw a significant improvement of over R$200 million to a total of R$112 million normalized free cash flow in 2022 compared to a consumption of R$94 million in the last fiscal year. The improvement is driven by the recovery of operational results and better working capital dynamic that is bringing down the net debt-EBITDA ratio to less than 3x. This is the fourth consecutive quarter of improvement in this indicator. And finally, talking about the 2023 ACV. As we announced last quarter, we signed a total of R$1.23 billion in subscription contracts, which represents a 20% organic growth over the subscription net revenue of the 2022 commercial cycle.

Traditional learning systems ACV grew 20%, while complementary solutions grew 39% in comparison to the last ACV. I will now turn back to Marcelo Werneck, who will talk about the financial results of the quarter and the full year of ’22.

Marcelo Werneck: Thank you, Ghio. In this slide, we present the composition of Vasta’s net revenue. As you can see on the left side, in the fourth quarter, total net revenue increased 27% organically year-on-year to R$505 million. Moving to the right side, we see the components of the revenue growth. In total, subscription revenue jumped to 28%, reflecting the superior quality of revenue mix and penetration of complementary solutions across our client base. Non-subscription revenue increased 20%, motivated by the sales growth observed in spot sales in this quarter. Moving to Slide number five, we analyze the net revenue for 2022 fiscal year. Net revenue grew 33% organically in 2022 to R$1.264 billion. Again, from the center to the right, total subscription revenue grew 39% on an organic basis.

Subscription revenue, excluding PAR, jumped 46%, while PAR revenue went up by 3% to R$127 million. Subscription revenue, which affords great loyalty, profitability and results predictability, represents now 89% of our total revenue while non-subscription revenue represents now 11% of our total revenue. Moving to Slide number six. Adjusted EBITDA in this quarter totaled R$200 million, a relevant increase of 25% from the R$161 million in the fourth quarter of ’21. This improvement was driven not only by the growth in the net revenue, but also by operating leverage gains, cost savings and better sales mix that benefited from the growth of subscription and premium products. On the right side of the slide, we see that adjusted EBITDA for 2022 more than doubled, reaching R$375 million, with a margin increase of 10.5 percentage points to 29.7%.

It is also worth mentioning that this adjusted EBITDA and also adjusted net profits were negatively impacted by the R$15 million in PDA for 100% of receivables related to Vasta’s products in inventories of a large retail company undergoing judicial recovery. Otherwise, our results would have been even higher. This is evidence that Vasta’s profitability is now standing in a much higher level and closer to the company potential. In Slide number seven, we observed that in proportion of net revenue, gross margin grew 4.5 percentage points due to a higher quality sales mix, complementary solutions penetration and cost dilution. The reported PDA line is flat in 2022 compared to 2021, at 6.3% of the net revenue, 3.6%, sorry. However, included here is the provisioning of 100% of accounts receivable from the retail companies undergoing judicial recovery, in the amount of R$15 million.

Excluding this one-off provisioning factor, the normalized PDA in relation to Vasta’s net revenue reduces 1.1 percentage points, from 3.5% to 2.4% in the comparison between the years. Moreover, commercial expenses and adjusted G&A expenses as a percentage of net revenue were down 2.1 percentage points and 4.2 percentage points, respectively. These are attributable to the efforts such as workforce optimization and our budgetary discipline. As a result, adjusted EBITDA margin reached 29.7% in 2022 versus a margin of 19.2% in prior year. This is the highest margin in Vasta’s recent years. Moving to Slide number eight. In the fourth quarter, adjusted net profit totaled R$73 million, a relevant 35% increase compared to the fourth quarter of 2021 when we reported adjusted net loss of R$54 million.

In 2022, adjusted net profit reached R$39 million, a significant increase from a loss of R$10 million in 2021. Moving to Slide nine, we show the free cash flow evolution. In the fourth quarter of ’22, cash flow totaled negative R$39 million, an improvement from a negative R$78 million in the fourth quarter of 2021. In 2022 fiscal year, the free cash flow totaled R$92 million or R$112 million when excluding the early payment of R$20 million in royalties to a content provider, also a significant improvement compared to the previous year, which had a consumption of R$94 million. Moving now to Slide number10. I’ll give you more details on the provision for doubtful accounts. The reported PDA line in the fourth quarter of 2022 is R$29 million, included here is the provision of 100% of accounts receivable from retail companies undergoing judicial recovery in the amount of R$15 million.

The normalized PDA in the quarter adds to R$14 million, which represents 2.7% of the net revenue, high stability in comparison to the fourth quarter of ’21. Moving to the right side. For the full year of 2022, the reported PDA line is R$46 million or R$31 million on a normalized base, which represents 2.4% of the net revenue. This represents a reduction of 1.1 percentage points in the comparison between the years, from 3.5% to 2.4%. Moving to the next slide, we see the average payment terms of Vasta’s accounts receivable portfolio was 187 days in the fourth quarter of 2022, 5 days lower than the same quarter of the previous year. It’s worth mentioning that the higher average days in the fourth and the first quarter of the year are aligned with the seasonality of our business.

I will conclude my part of this presentation with Slide 12. Vasta ended the fourth quarter of ’22 with a net debt position of R$1.042 billion. In comparison to the fourth quarter of ’22, the net debt position increased by R$155 million due to higher interest rates accrued for the amount of R$119 million and R$117 million in M&A acquisition, such as the minority acquisition of Educbank in July and Phidelis in February of ’22, partially offset by the positive cash flow of R$92 million in 2022. In the right chart, we see that our leverage, measured as the net debt divided by the last 12 months adjusted EBITDA, has started to decline since the first quarter of ’22, reaching a ratio of 2.78x in the fourth quarter of ’22. It shows a downward trend for the fourth consecutive quarter.

With that being said, I will pass the word to our COO, Melega, that will give you more details about the 2023 ACV growth.

Guilherme Melega: Thank you, Marcelo. Now moving to Slide 14, we detail ACV growth composition. As reported in the last quarter, the 2022 commercial cycle was a very positive year, surpassing our R$1 billion ACV guidance by 2.4%. From the commercial cycle of 2019 to 2022, we have a compound annual growth of 20%. And we can now confirm that our 2023 total ACV is R$1.23 billion, which means 20% organic growth versus the subscription revenue collected in 2022 cycle. Moving to the right side, we see the components of 2023 ACV growth. Learning systems represents 79% of our subscription revenue, an increase of 18% in comparison to 2022 commercial cycle. Higher growth observed in our premium brands, reassuring our perception that quality and reputation remain decisive in our business.

Complementary solutions had the highest growth rate among the business segments, with a 39% increase, continuing the penetration ramp up across our client base, PAR paper remained flat compared to 2022. Moving to Slide 15, we bring more color on the 2023 ACV buildup. A combination of new clients, cross-sell, upsell, and price readjustments were key drivers for the growth. New clients represent 9% growth in ACV while the sum of cross-sell, upsell and price readjustments contributed to 20% growth in ACV. Churn represented 9%, one percentage point above last year’s, reflecting a fighter management of delinquency receivables. Worth mentioning, the churn rate of our premium brands remained low. Moving to the next slide, we give you more information on how our ACV will be distributed over the year.

The fourth quarter represented the first quarter of 2023 sales cycle, where subscription revenue grew 28%. With this, we reinforce the thesis of high growth of the company, which should follow the pace of expansion, mainly through the penetration of complementary solutions and increases participation of premium segment in ACV. Non-subscription revenue increased 20%, motivated mainly by spot sales retail fulfillment orders. As guidance for Q1 2023, which represents the second quarter of 2023 ACV recognition, we expect a net revenue from R$395 million to R$415 million, to be comprised of R$350 million to R$360 million from subscription products, 29% of 2023 ACV and R$45 million to R$55 million from non-subscription products. It means we expect the 2023 sales cycle to be slightly less concentrated in the first quarters when compared to the last cycle.

Moving to Slide 18. Now let’s cover our ESG initiatives. Since the second quarter, Vasta has been reporting updates about the ESG standards, including a panel of key ESG indicators aligned with the topics identified during material review process, reinforcing out our commitment with the higher ESG standards. The main highlight in the fourth quarter relates to the fact that Vasta signed the 10 principles of the UN Global Compact of human rights, labor, environment and anticorruption. The movement reinforces the company’s commitment to sustainable development and the best ESG practices. Other highlights include, the Afro Internship program, which create exclusive internship positions for black people in the organization; the launch of the first Greenhouse Gas Emissions Compensation Program for its operation; and the increased use of renewable energy sources in our day-to-day activities and the achievement of targets for diversity in leadership and Board Directors.

All of our detailed ESG initiatives and full information can be found in Vasta’s sustainability report. Moving to Slide 20. Let me give you some color on the Start-Anglo. In 2022, we took the decision to promote effective and innovative bilingual education through a unique solution that uses our existing products to combine two elements in high demand, bilingual education and performance in university entrance exams. In the first quarter of 2023, we became partners of Start-Anglo, a school focused on promoting bilingual education with high performance which will be a model institution for the franchise project that we expect to launch in the first semester of 2023. To partner with Anglo and responding to an increasingly strong demand from families and students for academic excellence, bilingual education and innovation.

The launch of Start-Anglo implies low CapEx and high know-how as we capture the synergies from existing products combined together. The next step will be launching of a franchise model where in addition to the sales of learning system, we also expect to collect fees from the school’s tuition, which has a total addressable market over R$70 billion. I will now turn it back to Ghio.

Mário Ghio Junior: Thanks, Melega. Moving to Slide number 22. Today, we have announced the transition period of my role as CEO. After 36 years dedicated to education as a teacher, as an entrepreneur and also, of course, as an executive. I have chosen to step down from my executive role in Vasta and hand over this role to Guilherme Melega, currently Vasta’s COO. Our transition period goes through the end of April. Sorry, I lost the screen. Yes, here we are. It is not a farewell as I will continue to act as a member of Vasta’s Board and Head of the Strategy & Innovation Committee. I will also continue to represent Vasta’s President of the Brazilian association of learning systems and education platforms, an entity that brings together the main companies in the sector.

I’m also taking this opportunity to highlight that I am leaving the executive role in the hands of a very competent skilled team represented by the , Guilherme Melega, our new CEO; Cesar, and, of course, our Board of Directors and the Audit Committee. Having said that, I finish our presentation and invite you all to the Q&A section.

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Operator: . Our first question comes from Marcelo Santos from JPMorgan. Please go ahead. Your line is open.

Marcelo Santos: Good evening. First, I would like to congratulate Ghio for his tenure, Melega for assuming the new position. I wish the best for you in your next endeavors. My question, I have actually two. Could you please provide margin outlook for 2023, do you think there is still room to increase? What kind of indications? And what are the moving parts that we have here on the margin for 2023? And the second question is on the churn. I understand you mentioned in the release that there is a macro consideration behind the churn, but is there a component also coming from higher churn in the complementary solutions, or does that not play a role? These are the two questions.

Guilherme Melega: Thank you, Marcelo. This is Melega here. Starting with your first question about our outlook for 2023. We are very positive for 2023. We definitely see room for improvement. In terms of margin that you mentioned, we operate around 30% margin, and we expect to be around that. Although, we had cost pressures in paper and printing, we are confident that we can have a stable margin around the 30% level. About churn, yes, we had a tougher environment, mainly due to the tight management that we did with our schools with the collections. And I think we had a cleanup on our base. We do not expect that to continue. And about complementary products, we did not see an increase in churn above the normal churn. So I would say that the mix of core and complementary are pretty much stable in the number that we just provided.

Mário Ghio Junior: Yes. If I may add a little bit here, Marcelo, the churn is much more related to low-end schools, right? If we take the churn of our premium brands, it’s around 1% to 2%. But in the other hand, the low-end brands have a much higher churn and double digits, I would say, right? So that specific kind of schools are the schools that we helped a lot. We supported a lot during the pandemic but since the last year, we have been very restricted in terms of renewing contracts with the schools that have a profile of PDA. So nothing regarding to complementary solutions, it’s more related to this specific kind of schools.

Marcelo Santos: Perfect. Very clear. Thank you very much.

Operator: Our next question comes from Lucas Nagano from Morgan Stanley. Please go ahead. Your line is open. Our next question comes from Lucca Marquezini from Itau. Please go ahead. Your line is open.

Lucca Marquezini: Good evening, everyone, and thanks for taking our questions. Just regarding the ACV announced for 2023, can you please comment on the breakdown between the volume growth and the price adjustment? And then, also, if you could just comment on how the competitive landscape has evolved during this commercial cycle, while competitors have been more aggressive or not in pricing in light of this weaker market scenario? This would really helpful. Thank you.

Guilherme Melega: Thank you, Lucas. Melega. Let me take your question about ACV. Regarding competitive environment, it’s pretty much the same. It’s a competitive market. We face always a fierce and good competition. And we didn’t see that changing or weakening our prices or margins. In terms of breakdown, what I can tell you is that we had a double-digit price increase, I would say, a low double-digit price increase, and that’s the level of breakdown that we can give you. Thank you for your question.

Mário Ghio Junior: If I can also add something here, Lucca. It’s the third consecutive year that the highlights of the ACV book building are related to premium brands. And it’s important to mention that because when we are talking about premium brands, a school looking for a premium brand is less focusing on pricing. That’s why we are, I would say, we are going a little bit slow in terms of selling low-end brands because that’s the kind of schools very sensitive to prices or to pricing.

Lucca Marquezini: That’s great. Thank you.

Operator: We have no further questions in queue. I’d like to turn the call back over to the presenters for any closing remarks.

Guilherme Melega: All right. Thank you. This is Melega here.

Mário Ghio Junior: The new CEO talking.

Guilherme Melega: First, I would like to thank you very much to participate on today’s call. We are very proud of the year that we are just delivering in 2022, very confident in 2023 with good projects, growth projects on our company and especially, I would like to thank you, Ghio, for the journey that he did here, it’s almost 3 decades in the company on the construction of our business, and we’ll keep your legacy here. And thank you very much for also being with us in the future, on our Board, and helping us with strategy, innovation, and everything that you always provided us with your insights. Thank you very much. Looking forward to see in our next call.

Operator: This concludes today’s conference call. Thank you for your participation. You may now disconnect.