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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Vitru Ltd | NASDAQ:VTRU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.07 | 8.78 | 8.71 | 0 | 01:00:00 |
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 May 2024
Commission File Number: 001-39519
Vitru Limited
(Exact name of registrant as specified in its charter)
Rodovia José Carlos Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of
Santa Catarina, 88032-005, Brazil
+55 (47) 3281-9500
(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:
Form 20-F | ☒ |
| Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes |
| No | ☒ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes |
| No | ☒ |
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.
| Vitru Limited | |
| | |
| | |
| By: | /s/ William Victor Kendrick de Matos Silva |
| | Name: William Victor Kendrick de Matos Silva |
| | Title: Chief Executive Officer |
Date: May 13, 2024 | | |
Exhibit 99.1
Vitru Brasil Empreendimentos, Participações e Comércio S.A. |
March 31, 2024 and 2023 |
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Balance Sheets (In thousands of Brazilian reais - R$) |
|
| | | Parent | | Consolidated | ||||
| | Note |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
ASSETS |
|
|
|
|
|
|
|
|
|
|
| | | | | | | | | | |
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| 6 |
| 803 |
| 1,065 |
| 9,149 |
| 12,971 |
Short-term investments |
| 6 |
| 18,330 |
| 39,818 |
| 362,236 |
| 220,301 |
Trade receivables |
| 7 |
| 35,657 |
| 34,509 |
| 217,713 |
| 235,560 |
Income taxes recoverable |
|
|
| 5,106 |
| 5,698 |
| 7,899 |
| 2,300 |
Prepaid expenses |
| 9 |
| 1,459 |
| 1,308 |
| 27,582 |
| 19,710 |
Receivables from hub partners |
| 10 |
| - |
| - |
| 16,081 |
| 39,351 |
Other current assets |
|
|
| 298 |
| 299 |
| 36,217 |
| 40,447 |
TOTAL CURRENT ASSETS |
|
|
| 61,653 |
| 82,697 |
| 676,877 |
| 570,640 |
| | | | | | | | | | |
NON-CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
Trade receivables |
| 7 |
| 4 |
| 6 |
| 74,900 |
| 69,127 |
Indemnification assets |
|
|
| - |
| - |
| 26,087 |
| 28,426 |
Deferred tax assets |
| 8 |
| 116,950 |
| 115,639 |
| 226,959 |
|
|
Receivables from hub partners |
| 10 |
| - |
| - |
| 79,383 |
| 57,277 |
Other non-current assets |
|
|
| 482 |
| 503 |
| 9,613 |
| 11,100 |
Investment in subsidiaries |
| 11 |
| 5,115,282 |
| 5,011,079 |
| - |
| - |
Right-of-use assets |
| 12 |
| - |
| - |
| 347,513 |
| 349,683 |
Property and equipment |
| 13 |
| - |
| - |
| 203,957 |
| 205,852 |
Intangible assets |
| 14 |
| 20,113 |
| 17,610 |
| 4,318,634 |
| 4,342,160 |
TOTAL NON-CURRENT ASSETS |
|
|
| 5,135,881 |
| 5,146,148 |
| 5,175,726 |
| 5,290,584 |
| | | | | | | | | | |
TOTAL ASSETS |
|
|
| 5,197,534 |
| 5,228,845 |
| 5,852,603 |
| 5,861,224 |
The accompanying notes are an integral part of the individual and consolidated interim financial statements.
1
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Balance Sheets (In thousands of Brazilian reais - R$) |
|
| |
| Parent | | Consolidated | ||||
| | Note |
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
LIABILITIES AND EQUITY |
|
| |
|
|
|
|
|
|
|
| | | | | | | | | | |
CURRENT LIABILITIES |
|
| |
|
|
|
|
|
|
|
Trade payables |
|
| | 5,259 |
| 6,421 |
| 117,321 |
| 111,726 |
Loans and financing |
| 15 | | 176,969 |
| 151,120 |
| 176,969 |
| 151,120 |
Lease liabilities |
| 12 | | - |
| - |
| 51,904 |
| 51,621 |
Labor and social obligations |
| 16 | | 18,355 |
| 28,215 |
| 93,731 |
| 90,426 |
Income taxes payable |
|
| | - |
| - |
| 3,188 |
| - |
Taxes payable |
|
| | 432 |
| 421 |
| 20,041 |
| 17,370 |
Prepayments from customers |
|
| | 2,001 |
| 1,902 |
| 48,356 |
| 45,331 |
Dividends payable |
| 20 | | 17,021 |
| 19,485 |
| 17,021 |
| 19,485 |
Other current liabilities |
|
| | 873 |
| 1,241 |
| 25,453 |
| 24,640 |
TOTAL CURRENT LIABILITIES |
|
| | 220,910 |
| 208,805 |
| 553,984 |
| 511,719 |
| | | | | | | | | | |
NON-CURRENT LIABILITIES |
|
| |
|
|
|
|
|
|
|
Loans and financing |
| 15 | | 2,102,699 |
| 2,030,699 |
| 2,102,699 |
| 2,030,699 |
Lease liabilities |
| 12 | | - |
| - |
| 277,234 |
| 276,213 |
Taxes payable |
|
| | - |
| - |
| 541 |
| 6,075 |
Deferred tax liabilities |
| 8 | | 603,322 |
| 730,896 |
| 603,322 |
| 730,896 |
Provisions for contingencies |
| 17 | | - |
| - |
| 39,976 |
| 41,878 |
Related parties |
| 21 | | 8,200 |
| 8,201 |
| 8,201 |
| 8,201 |
Other liabilities |
|
| | 12 |
| 11 |
| 4,255 |
| 5,310 |
TOTAL NON-CURRENT LIABILITIES |
|
| | 2,714,233 |
| 2,769,807 |
| 3,036,228 |
| 3,099,272 |
| | | | | | | | | | |
TOTAL LIABILITIES |
|
| | 2,935,143 |
| 2,978,612 |
| 3,590,212 |
| 3,610,991 |
| | | | | | | | | | |
EQUITY |
| 18 | |
|
|
|
|
|
|
|
Share capital |
|
| | 2,031,408 |
| 2,031,408 |
| 2,031,408 |
| 2,031,408 |
Capital reserves |
|
| | 47,779 |
| 43,605 |
| 47,779 |
| 43,605 |
Earnings reserves |
|
| | 183,204 |
| 175,220 |
| 183,204 |
| 175,220 |
TOTAL EQUITY |
|
| | 2,262,391 |
| 2,250,233 |
| 2,262,391 |
| 2,250,233 |
| | | | | | | | | | |
TOTAL LIABILITIES AND EQUITY |
|
| | 5,197,534 |
| 5,228,845 |
| 5,852,603 |
| 5,861,224 |
The accompanying notes are an integral part of the individual and consolidated interim financial statements.
2
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Statements of profit and loss for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
|
| | | Parent |
| Consolidated | ||||
|
| Note |
| 2024 |
| 2023 |
| 2024 |
| 2023 |
NET REVENUE |
| 22 |
| 13,610 |
| 11,131 |
| 504,321 |
| 444,224 |
| | | | | | | | | | |
Cost of services rendered |
| 23 |
| (5,076) |
| (7,267) |
| (157,336) |
| (151,273) |
| | | | | | | | | | |
GROSS PROFIT |
|
|
| 8,534 |
| 3,864 |
| 346,985 |
| 292,951 |
| | | | | | | | | | |
General and administrative expenses |
| 23 |
| (24,127) |
| (19,870) |
| (60,061) |
| (54,083) |
Selling expenses |
| 23 |
| (16,750) |
| (15,567) |
| (125,977) |
| (90,139) |
Net impairment losses on financial assets |
| 7 |
| (3,930) |
| (2,872) |
| (58,029) |
| (47,677) |
Other income (expenses), net |
| 24 |
| (1) |
| (14) |
| 257 |
| 313 |
Operating expenses |
|
|
| (44,808) |
| (38,323) |
| (243,810) |
| (191,586) |
| | | | | | | | | | |
Share of profits of subsidiaries |
| 11 |
| 130,104 |
| 131,178 |
| - |
| - |
| | | | | | | | | | |
OPERATING PROFIT |
|
|
| 93,830 |
| 96,719 |
| 103,175 |
| 101,365 |
| | | | | | | | | | |
Financial income |
| 25 |
| 1,564 |
| 475 |
| 13,869 |
| 10,783 |
Financial expenses |
| 25 |
| (98,034) |
| (71,883) |
| (110,999) |
| (84,998) |
Financial results |
|
|
| (96,470) |
| (71,408) |
| (97,130) |
| (74,215) |
| | | | | | | | | | |
PROFIT (LOSS) BEFORE TAXES |
|
|
| (2,640) |
| 25,311 |
| 6,045 |
| 27,150 |
| | | | | | | | | | |
Current income taxes |
| 8 |
| - |
| - |
| (14,315) |
| (4,070) |
Deferred income taxes |
| 8 |
| 10,624 |
| 31,482 |
| 16,254 |
| 33,713 |
Income taxes |
|
|
| 10,624 |
| 31,482 |
| 1,939 |
| 29,643 |
| | | | | | | | | | |
NET INCOME FOR THE PERIOD |
|
|
| 7,984 |
| 56,793 |
| 7,984 |
| 56,793 |
| | | | | | | | | | |
| | | | | | | | | | |
Basic and diluted earnings per share (R$) |
| 19 |
| 0.00 |
| 0.03 |
| 0.00 |
| 0.03 |
The accompanying notes are an integral part of the individual and consolidated interim financial statements.
3
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Statements of comprehensive income for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
|
| Parent and consolidated | ||
| | 2024 |
| 2023 |
NET INCOME FOR THE PERIOD |
| 7,984 |
| 56,793 |
Other comprehensive income |
| - |
| - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| 7,984 |
| 56,793 |
The accompanying notes are an integral part of the interim financial statements.
4
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Statements of changes in equity for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
|
| | | Capital reserves | | Earnings reserves | | | | | ||
| | |
| Share-based |
| Legal |
| Bylaws |
| Profit for the |
| |
| | Capital | | compensation | | reserve | | reserves | | period | | Total |
DECEMBER 31, 2022 |
| 2,031,408 |
| 51,924 |
| 4,720 |
| 89,670 |
| - |
| 2,177,722 |
| | | | | | | | | | | | |
Profit for the year |
| - |
| - |
| - |
| - |
| 56,793 |
| 56,793 |
Employee share program |
| - |
| (914) |
| - |
| - |
| - |
| (914) |
MARCH 31, 2023 |
| 2,031,408 |
| 51,010 |
| 4,720 |
| 89,670 |
| 56,793 |
| 2,233,601 |
| | | | | | | | | | | | |
DECEMBER 31, 2023 |
| 2,031,408 |
| 43,605 |
| 10,854 |
| 164,366 |
| - |
| 2,250,233 |
| | | | | | | | | | | | |
Profit for the period |
| - |
| - |
| - |
| - |
| 7,984 |
| 7,984 |
Employee share program |
| - |
| 4,174 |
| - |
| - |
| - |
| 4,174 |
MARCH 31, 2024 |
| 2,031,408 |
| 47,779 |
| 10,854 |
| 164,366 |
| 7,984 |
| 2,262,391 |
The accompanying notes are an integral part of the interim financial statements.
5
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Statements of cash flows for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
|
| | | Parent | | Consolidated | ||||
| | Note |
| 2024 |
| 2023 |
| 2024 |
| 2023 |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Profit (loss) before taxes |
|
|
| (2,640) |
| 25,311 |
| 6,045 |
| 27,150 |
Adjustments to reconcile income before taxes to cash provided on operating activities |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
| 12 / 13 / 14 |
| 31,537 |
| 28,314 |
| 53,489 |
| 52,306 |
Net impairment losses on financial assets |
| 7 |
| 3,930 |
| 2,872 |
| 58,029 |
| 47,677 |
Provision for revenue cancellation |
| 7 |
| - |
| - |
| 4,268 |
| 252 |
Provision for contingencies |
|
|
| - |
| - |
| 1,271 |
| 2,436 |
Accrued interests, net of income from short-term investments |
|
|
| 96,844 |
| 70,913 |
| 94,700 |
| 78,916 |
Share-based compensation |
| 20 |
| 128 |
| (2,742) |
| 3,668 |
| 74 |
Loss on sale or disposal of non-current assets |
|
|
| - |
| - |
| (155) |
| 44 |
Share of profit (loss) of subsidiaries |
|
|
| (130,104) |
| (131,178) |
| - |
| — |
Modification/write-off of lease contracts |
|
|
| - |
| - |
| - |
| (628) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
| (4,838) |
| (2,716) |
| (45,509) |
| (59,813) |
Prepaid expenses |
|
|
| (151) |
| (528) |
| (7,872) |
| (929) |
Other assets |
|
|
| 22 |
| 1,206 |
| (1,763) |
| (4,505) |
Trade payables |
|
|
| (1,162) |
| (4,528) |
| 7,626 |
| (27,348) |
Labor and social obligations |
|
|
| (9,860) |
| 575 |
| 3,305 |
| 11,913 |
Other taxes payable |
|
|
| 603 |
| (167) |
| (2,863) |
| (2,603) |
Prepayments from customers |
|
|
| 99 |
| 2,182 |
| 3,025 |
| 9,324 |
Other payables |
|
|
| (2,368) |
| 44 |
| (242) |
| (1,521) |
Cash (used in) provided by operating activities |
|
|
| (15,960) |
| (10,442) |
| 178,022 |
| 132,745 |
Income tax and social contribution paid |
|
|
| - |
| - |
| (5,599) |
| (3,129) |
Interest paid |
| 12 / 15 |
| - |
| - |
| (8,584) |
| (8,351) |
Contingencies paid |
| 17 |
| - |
| - |
| (4,694) |
| (1,526) |
Net cash (used in) provided by operating activities |
|
|
| (15,960) |
| (10,442) |
| 159,145 |
| 119,739 |
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
| 13 |
| - |
| - |
| (6,435) |
| (4,886) |
Purchase and capitalization of intangible assets |
| 14 |
| (2,793) |
| - |
| (15,041) |
| (15,027) |
Proceeds from the sale of property and equipment |
|
|
| - |
| - |
| 879 |
| - |
Dividends received/capital increase |
|
|
| (1,300) |
| 12,800 |
| - |
| - |
Amount received from (invested in) short-term investments, net |
| 6 |
| 22,255 |
| (2,224) |
| (134,033) |
| (124,130) |
Net cash (used in) provided by investing activities |
|
|
| 18,162 |
| 10,576 |
| (154,630) |
| (144,043) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Payments of lease liabilities |
| 12 |
| - |
| - |
| (5,873) |
| (5,168) |
Payment of dividends |
|
|
| (2,464) |
| - |
| (2,464) |
| - |
Net cash used in financing activities |
|
|
| (2,464) |
| - |
| (8,337) |
| (5,168) |
| | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents, net |
|
|
| (262) |
| 134 |
| (3,822) |
| (29,472) |
Cash and cash equivalents at the beginning of the year |
|
|
| 1,065 |
| 561 |
| 12,971 |
| 35,130 |
Cash and cash equivalents at the end of the year |
|
|
| 803 |
| 695 |
| 9,149 |
| 5,658 |
| | |
| (262) |
| 134 |
| (3,822) |
| (29,472) |
See Note 28 for the main transactions in investing and financing activities not affecting cash.
The accompanying notes are an integral part of the interim financial statements.
6
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Statements of value added for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
|
| Parent | | Consolidated | ||||
| | 2024 |
| 2023 |
| 2024 |
| 2023 |
Revenue |
|
|
|
|
|
|
|
|
Service revenue |
| 13,964 |
| 11,449 |
| 651,718 |
| 556,300 |
Allowance for expected credit loss, net of reversals |
| (3,930) |
| (2,872) |
| (58,029) |
| (47,677) |
Revenue deductions |
| - |
| (26) |
| (127,002) |
| (97,044) |
|
| 10,034 |
| 8,551 |
| 466,687 |
| 411,579 |
Inputs acquired from third parties |
|
|
|
|
|
|
|
|
Services provided by individuals and legal entities |
| (2,408) |
| (5,232) |
| (38,612) |
| (9,319) |
Publicity and advertising |
| (3,655) |
| (1,798) |
| (96,958) |
| (71,212) |
Materials |
| 37 |
| (3) |
| (5,774) |
| (7,453) |
Other |
| (1,502) |
| (191) |
| (7,724) |
| (26,381) |
|
| (7,528) |
| (7,224) |
| (149,068) |
| (114,365) |
| | | | | | | | |
Gross value added |
| 2,506 |
| 1,327 |
| 317,619 |
| 297,214 |
Depreciation and amortization |
| (31,537) |
| (31,248) |
| (53,489) |
| (52,306) |
Wealth created by the entity |
| (29,031) |
| (29,921) |
| 264,130 |
| 244,908 |
| | | | | | | | |
Wealth received in transfer |
|
|
|
|
|
|
|
|
Share of profit of subsidiaries |
| 130,104 |
| 131,178 |
| - |
| - |
Financial income |
| 1,564 |
| 615 |
| 13,869 |
| 10,783 |
Wealth for distribution |
| 102,637 |
| 101,872 |
| 277,999 |
| 255,691 |
| | | | | | | | |
Wealth distributed |
|
|
|
|
|
|
|
|
Personnel and charges: |
|
|
|
|
|
|
|
|
Payroll |
| 6,349 |
| 3,304 |
| 118,185 |
| 105,362 |
|
| 6,349 |
| 3,304 |
| 118,185 |
| 105,362 |
Taxes, fees and contributions: |
|
|
|
|
|
|
|
|
Federal |
| (9,855) |
| (29,350) |
| 24,226 |
| (4,519) |
Municipal |
| 125 |
| 249 |
| 16,495 |
| 12,217 |
|
| (9,730) |
| (29,101) |
| 40,721 |
| 7,698 |
Lenders and lessors: |
|
|
|
|
|
|
|
|
Interest |
| 98,034 |
| 70,876 |
| 110,999 |
| 83,954 |
Rentals |
| - |
| - |
| 110 |
| 1,884 |
|
| 98,034 |
| 70,876 |
| 111,109 |
| 85,838 |
Shareholders: |
|
|
|
|
|
|
|
|
Retained earnings |
| 7,984 |
| 56,793 |
| 7,984 |
| 56,793 |
|
| 7,984 |
| 56,793 |
| 7,984 |
| 56,793 |
| | | | | | | | |
Wealth distributed |
| 102,637 |
| 101,872 |
| 277,999 |
| 255,691 |
The accompanying notes are an integral part of the interim financial statements.
7
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
1.Corporate information
Vitru Brasil Empreendimentos, Participações e Comércio S.A. (“Vitru” or “Company”) is a privately-held Brazilian company, organized and operating in accordance with the laws of Brazil, established on June 27, 2014. The Company’s head office is located at Rod. José Carlos Daux, 5500 Torre Jurerê A - Sala 212, Florianópolis, state of Santa Catarina, Brazil.
The Company is principally engaged is making investments in companies providing educational services and the provision of distance continuing education services through the operating structure of its subsidiaries.
Vitru Limited, headquartered in the Cayman Islands, was incorporated on September 2, 2020 for the initial issuance of shares on NASDAQ, became the sole parent company of Vitru Brasil and its subsidiaries (collectively, the “Group”), which are primarily engaged in the provision of educational services in Brazil, in particular undergraduate and continuing education courses, in person at their eight campuses located in three different states, or distance learning, through 2,499 learning centers (“hubs”) throughout Brazil.
These individual and consolidated interim financial statements were authorized for issue by the Executive Board on May 7, 2024, and approved by the governance bodies on May 9, 2024.
Management reviewed the Company’s position and concluded that the Company has the capacity to continue as a going concern. Accordingly, this interim financial information has been prepared on a going concern basis.
Significant events during the period
Seasonality
Distance learning undergraduate courses are structured in independent monthly modules. This allows students to enroll in distance learning courses at any time during a six-month period. Despite this flexibility, there is generally a higher number of enrollments in distance learning courses in the first and third quarters of each year. These periods coincide with the start of academic semesters in Brazil. In addition, there is a higher number of enrollments at the beginning of the first six-month period of each year than at the beginning of the second six-month period of each year. In order to attract and encourage potential new students to enroll in undergraduate courses at the end of the six-month period, the Group usually offers discounts, generally equivalent to the number of months elapsed in the six-month period. As a result, because revenue from six-month contracts is recognized throughout the six-month period, revenue is generally higher in the second and fourth quarters of each year, as additional students enroll at the end of the six-month period. Revenue is also higher at the end of the six-month period due to lower drop-out rates in the period.
8
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
2.Basis of preparation of the individual and consolidated interim financial information
The Company’s individual and consolidated interim financial information has been prepared in conformity with technical pronouncement CPC 21 (R1) (Interim Financial Reporting) and international standard IAS 34 and is being presented pursuant to the standards issued by the Brazilian Securities and Exchange Commission.
The accounting practices, policies, key accounting judgments and sources of estimation uncertainties adopted in the preparation of the individual and consolidated interim financial information are consistent with those adopted and disclosed in the notes to the financial statements for the year ended December 31, 2023.
The accounting policies adopted are consistent with the accounting policies adopted in the previous year and corresponding reporting period. The Group decided not to early adopt any other standard, interpretation or amendment that has been issued but is not yet effective.
The interim financial information is presented in thousands of Brazilian reais (“R$”), which is the Company’s functional and presentation currency.
The presentation of the individual and consolidated Statement of Value Added is required by the Brazilian Corporate Law and accounting practices adopted in Brazil applicable to publicly-held companies. The International Financial Reporting Standards (IFRS) do not require the presentation of this statement. As a result, for IFRS purposes, this statement is presented as supplemental information, without prejudice to the set of individual and consolidated interim financial statements.
All amounts disclosed in the interim financial statements and notes thereto have been rounded to the nearest thousand, unless otherwise indicated.
2.1.Critical accounting judgments and key estimates and assumptions
The preparation of the Group’s individual and consolidated interim financial information requires Management to make judgments and estimates and adopt assumptions that affect the reported amounts of revenues, expenses, assets and liabilities at the end of the reporting period. Actual results may differ from those estimates.
In preparing the interim financial information, significant judgments and estimates made by the Group’s Management in managing the application of accounting policies and the key sources of estimation uncertainties were the same as those defined in the individual and consolidated interim financial statements for the year ended December 31, 2023.
9
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
3.Notes not presented in the interim financial information
The interim financial information is presented in conformity with CPC 21 (R1) and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) and the provisions set forth in CVM Circular Letter SNC/SEP 003/2011, of April 28, 2011. The preparation of this interim financial information requires the Company´s Management to make judgments on the relevance and the changes that should be disclosed in explanatory notes. Accordingly, this interim financial information includes selected explanatory notes and do not comprise all the explanatory notes presented in the financial statements for the year ended December 31, 2023. As permitted by CVM Circular Letter 03/2011, the following explanatory notes are presented and their references to the December 31, 2023 financial statements are no longer presented:
- Significant accounting policies and practices (note 2.5); and
- Critical accounting judgments and key sources of estimation uncertainty (note 3).
4.Financial assets and financial liabilities
4.1.Financial assets
|
| Parent | | Consolidated | ||||
| | 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
At amortized cost |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| 803 |
| 1,065 |
| 9,149 |
| 12,971 |
Short-term investments |
| 18,330 |
| 39,818 |
| 362,236 |
| 220,301 |
Trade receivables |
| 35,661 |
| 34,515 |
| 292,613 |
| 304,687 |
Total |
| 54,794 |
| 75,398 |
| 663,998 |
| 537,959 |
Current |
| 54,790 |
| 75,392 |
| 589,098 |
| 468,832 |
Non-current |
| 4 |
| 6 |
| 74,900 |
| 69,127 |
4.2.Financial liabilities
|
| Parent | | Consolidated | ||||
| | 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
At amortized cost |
|
|
|
|
|
|
|
|
Trade payables |
| 5,259 |
| 6,421 |
| 117,321 |
| 111,726 |
Lease liabilities |
| - |
| - |
| 329,138 |
| 327,834 |
Loans and financing |
| 2,279,668 |
| 2,181,819 |
| 2,279,668 |
| 2,181,819 |
Total |
| 2,284,927 |
| 2,188,240 |
| 2,726,127 |
| 2,621,379 |
Current |
| 182,228 |
| 157,541 |
| 346,194 |
| 314,467 |
Non-current |
| 2,102,669 |
| 2,030,699 |
| 2,379,933 |
| 2,306,912 |
4.3.Fair value
The Group assessed that the fair values of cash and cash equivalents, short-term investments, current trade receivables, trade payables, approximate their carrying amounts largely due to the short-term maturities of these instruments. Non-current trade receivables have their carrying amount discounted by their respective effective interest, which represents values compatible with current market conditions, rate in order to be presented as close as possible to its fair value.
10
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
The fair value of the debentures as of March 31, 2024 is R$2,352,662.
4.4.Financial instruments: risk management objectives and policies
The Group’s principal financial liabilities comprise loans and financing, trade payables and lease liabilities. The main purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets include trade receivables, short-term investments, and cash and cash equivalents that derive directly from its operations.
The Group is exposed to market risk, credit risk, and liquidity risk. The Group monitors market, credit and operational risks in line with the objectives in capital management and counts with the support, monitoring and oversight of the Board of Directors to make decisions related to capital management and its alignment with the objectives and risks. The Group’s policy is that no trading of derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below.
4.4.1.Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group’s exposure to market risk is related to the interest rate risk.
The sensitivity analysis in the following sections relates to the position as of March 31, 2024.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to short-term investments and loans and financing, subject in each case to variable interest rates, principally the Brazilian interbank deposit (Certificado de Depósito Interbancário), or CDI rate, and the Broad National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), or IPCA inflation rate.
11
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
Sensitivity analysis
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on short-term investments and loans and financing. With all variables held constant, the Group’s income before income taxes is affected through the impact on floating interest rate, as follows:
| | | | | | | | | | Increase/decrease in interest rate | ||
|
| Balance as |
| Index - % |
| Probable |
| Risk |
| Possible |
| Remote |
Short-term investments |
| 362,236 |
| CDI - 12.35% |
| 44,736 |
| Decrease |
| 33,552 |
| 11,184 |
Trade receivables |
| 12,047 |
| IPCA - 3.93% |
| 473 |
| Decrease |
| 355 |
| 118 |
Lease liabilities |
| 329,138 |
| IGP-M - 4.26% |
| 14,021 |
| Increase |
| 17,527 |
| 24,537 |
Loans and financing |
| 2,279,668 |
| CDI - 12.35% |
| 281,539 |
| Increase |
| 351,924 |
| 492,693 |
Probable scenario reflects the closing rates of the fixed interest yield and inflation indexes for the past twelve months. The possible scenario projects a variation of 25 percent in these rates and, the remote scenario, a variation of 75 percent, both rise and fall, being considered the largest losses resulting by risk factor.
4.4.2.Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk arises from the Group’s exposure to third parties, including cash and cash equivalents and short-term investments, as well as from its operating activities, primarily related to trade receivables.
Customer credit risk is managed by the Group based on the established policy, procedures and controls relating to customer credit risk management. Outstanding trade receivables are regularly monitored. See Note 7 for additional information on the Group’s trade receivables.
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with the Group’s policy. . Investments of surplus funds are made only with approved counterparties and within limits assigned to each counterparty.
The Group’s maximum exposure to credit risk for components of the statemen of financial position as of March 31, 2024 and December 31, 2023 is the carrying amounts of its financial assets.
4.4.3.Liquidity risk
The Group’s Management has responsibility for monitoring liquidity risk. In order to achieve the Group’s objective, Management regularly reviews the risk and maintains appropriate reserves, including bank credit facilities with first tier financial institutions. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets and liabilities.
12
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
The main requirements for financial resources used by the Group arise from the need to make payments for suppliers, operating expenses, and loans and financings (debentures)
Parent |
| Less than 1 |
| Between 1 and 3 |
| Between 3 and 5 |
| Above 5 |
| |
As of March 31, 2024 | | year | | years | | years | | years | | Total |
Trade payables |
| 5,259 |
| - |
| - |
| - |
| 5,259 |
Loans and financing |
| 368,368 |
| 1,703,637 |
| 881,093 |
| - |
| 2,953,098 |
Total |
| 373,627 |
| 1,703,637 |
| 881,093 |
| - |
| 2,958,357 |
Consolidated |
| Less than 1 |
| Between 1 and 3 |
| Between 3 and 5 |
| Above 5 |
| |
As of March 31, 2024 | | year | | years | | years | | years | | Total |
Trade payables |
| 117,321 |
| - |
| - |
| - |
| 117,321 |
Lease liabilities |
| 54,701 |
| 105,808 |
| 92,265 |
| 378,128 |
| 630,902 |
Loans and financing |
| 368,368 |
| 1,703,637 |
| 881,093 |
| - |
| 2,953,098 |
Total |
| 540,390 |
| 1,809,445 |
| 973,358 |
| 378,128 |
| 3,701,321 |
5.Capital management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern to provide returns for stockholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital, maximizing the return to stockholders.
The Group manages and makes adjustments to its capital structure based on changes in economic conditions. To maintain or adjust its capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
As of December 31, 2023, the Group’s capital structure was affected by its growth strategy, either organically or through acquisitions, in particular the business combination with Unicesumar. The investment decisions take into consideration the expected return potential. No changes were made to capital management objectives, policies or processes during the three-month period ended March 31, 2024.
The Company’s net working capital as of March 31, 2024 is negative but capital is managed taking into account the consolidated position at the level of Vitru Limited, the Company’s parent company, while observing any limitations and financial covenants in the Group at the level of the Company, but not the Company individually.
The Group has the following covenants for the debentures issued:
Net Financial Debt / Adjusted EBITDA less than or equal to:
(a) | 4.0x (four times), to be verified based on the Issuer’s consolidated and audited financial statements, with the calculation being based on the fiscal year ended December 31, 2023; |
(b) | 3.5x (three and a half times), to be verified based on the Issuer’s consolidated and revised quarterly financial information, with the calculation being based on the quarter ended June 30, 2024; |
13
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
Adjusted EBITDA / Net Financial Result greater than or equal to:
(a) | 1.5x (one and a half times), to be verified based on the consolidated and revised or audited financial information of the Issuer, as applicable, with the calculation being based on (a) the fiscal year ending on December 31, 2023, and (b) in the quarter ended June 30, 2024; and |
(b) | 2.0x (twice), to be verified based on the Issuer’s consolidated and audited financial statements, with the calculation being based on the fiscal year ending on December 31, 2024 and in subsequent years until the maturity of the Debentures. |
The breach by the Issuer of any of the above financial ratios (“Financial Ratios”) to be calculated as outlined below, based on the Issuer’s consolidated annual financial statements and/or consolidated quarterly financial information, verified by the Trustee by the first of the Maturity Date and/or full payment of the amounts due under the Debentures, to be calculated based on the Issuer’s consolidated financial information, duly audited or reviewed in accordance with the applicable accounting standards, by the independent auditor engaged by the Issuer.
In the period ended March 31, 2024, the Group is compliant with all the covenants and posted the following ratios:
Net Financial Debt / Adjusted EBITDA: 2.93
Adjusted EBITDA / Net Financial Results net: 1.80
6.Cash and cash equivalents and short-term investments
|
| Parent | | Consolidated | ||||
| | 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Cash and cash equivalents |
| 803 |
| 1,065 |
| 9,149 |
| 12,971 |
Short-term investments (i) |
| 18,330 |
| 39,818 |
| 362,236 |
| 220,301 |
(i) Short-term investments correspond to highly-liquid investments with maturities of up to three months in funds consisting mainly of repurchase agreements, federal government bonds and bank certificates of deposit and, to a lesser extent, private credit securities, readily convertible into cash, with prime financial institutions. As of March 31, 2024, the average interest on these investments was 13.38% per year, corresponding to 108.34% of CDI.
14
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
7.Trade receivables
|
| Parent | | Consolidated | ||||
| | 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Tuition fees |
| 56,847 |
| 54,652 |
| 473,339 |
| 479,939 |
FIES and UNIEDU Guaranteed Credits |
| - |
| - |
| 57,003 |
| 52,845 |
PEP - Special Installment Payment (i) |
| - |
| - |
| 12,047 |
| 12,375 |
CREDIN - Internal Educational Credit (ii) |
| - |
| - |
| 39,971 |
| 39,992 |
Provision for revenue cancellation |
| - |
| - |
| (16,418) |
| (12,150) |
Allowance for expected credit losses of trade receivables |
| (21,186) |
| (20,137) |
| (273,329) |
| (268,314) |
Total trade receivables |
| 35,661 |
| 34,515 |
| 292,613 |
| 304,687 |
| | | | | | | | |
Current |
| 35,657 |
| 34,509 |
| 217,713 |
| 235,560 |
Non-current |
| 4 |
| 6 |
| 74,900 |
| 69,127 |
(i) In 2015, a special private installment payment program (PEP) was introduced to facilitate the entry of students who could not qualify for FIES, due to changes occurred in the program at the time. These receivables bear interests of 3.93% per year and, given the long term of the installments, they have been discounted at an interbank rate of 12.35% per year.
Unicesumar has a program similar to PEP, where the students receive a deduction from gross tuition based on services provided during the student’s undergraduate program. The deduction is based on a fixed percentage and, after graduation, the students pay back the deduction on the current value of tuitions.
The aging list of trade receivables is as follows:
|
| Parent | | Consolidated | ||||
| | 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Receivables falling due |
| 39,413 |
| 37,951 |
| 209,089 |
| 194,377 |
| | | | | | | | |
Receivables past due |
|
|
|
|
|
|
|
|
From 1 to 30 days |
| 187 |
| 172 |
| 52,724 |
| 55,948 |
From 31 to 60 days |
| 3,822 |
| 2,014 |
| 25,025 |
| 43,933 |
From 61 to 90 days |
| 155 |
| 1,820 |
| 15,964 |
| 45,104 |
From 91 to 180 days |
| 4,923 |
| 4,910 |
| 110,447 |
| 84,106 |
From 181 to 365 days |
| 8,347 |
| 7,785 |
| 169,111 |
| 161,683 |
Provision for revenue cancellation |
| - |
| - |
| (16,418) |
| (12,150) |
Allowance for expected credit losses |
| (21,186) |
| (20,137) |
| (273,329) |
| (268,314) |
|
| 35,661 |
| 34,515 |
| 292,613 |
| 304,687 |
Cancellations consist of deductions from revenue to adjust it to the value at which it will no longer be reversed, generally related to students that have not attended classes and do not recognize the service provided or are dissatisfied with the services being provided, generally because they have not adapted to the platform or their own choice of subject matter. A provision for cancellation is estimated using the expected value method, which considers accumulated experience and is updated at the end of each period for changes in expectations.
15
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
Changes in the Group’s revenue cancellation provision are as follows:
|
| Consolidated |
| | 2024 |
At the beginning of the year |
| (12,150) |
Additions |
| (5,228) |
Reversals |
| 960 |
At the end of the year |
| (16,418) |
The Group records the allowance for expected credit losses of trade receivables on a monthly basis by analyzing the amounts invoiced in the month, the monthly volume of receivables and the respective outstanding amounts by late payment range, calculating the recovery performance. Under this methodology, the monthly billed amount and each late payment range is assigned a percentage of probability of loss that is accrued for on a recurring basis.
When the delay exceeds 365 days, a receivable is written-off. Even for written-off receivables, collection efforts continue, and their receipt is recognized directly in the statement of profit or loss, when incurred, as recovery of losses.
Changes in the Company’s allowance for expected credit losses are as follows:
|
| Parent |
| Consolidated |
| | 2024 | | 2024 |
At the beginning of the year |
| (20,137) |
| (268,314) |
Write-off of uncollectible receivables |
| 2,881 |
| 53,014 |
Reversal |
| 980 |
| 8,912 |
Allowance expected credit losses |
| (4,910) |
| (66,941) |
At the end of the year |
| (21,186) |
| (273,329) |
16
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
8.Current and deferred income taxes
a)Reconciliation of income tax in the statement of profit or loss
Income tax differ from the theoretical amount that would have been obtained by using the nominal income tax rates applicable to the income of the Group’s entities, as follows:
| | Parent | | Consolidated |
| ||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 |
|
Income before taxes |
| (2,640) |
| 25,311 |
| 6,045 |
| 27,150 | |
Statutory combined income tax rate |
| 34 | % | 34 | % | 34 | % | 34 | % |
Income tax at statutory rates |
| 898 |
| (8,606) |
| (2,055) |
| (9,231) | |
| | | | | | | | | |
Income exempt from taxation- Prouni benefit (i) |
| - |
| - |
| 40,876 |
| 43,886 | |
Unrecognized deferred tax asset on tax losses (ii) |
| (34,509) |
| - |
| (35,115) |
| (432) | |
Non-deductible expenses |
| - |
| - |
| (1,817) |
| (67) | |
Share of profit of subsidiaries |
| 44,235 |
| 44,601 |
| - |
| - | |
Recognition of present value adjustment |
| - |
| (4,551) |
| - |
| (4,551) | |
Other |
| - |
| 38 |
| 50 |
| 38 | |
Total income tax and social contribution |
| 10,624 |
| 31,482 |
| 1,939 |
| 29,643 | |
Effective tax rate |
| 402 | % | (124) | % | (32) | % | (109) | % |
| | | | | | | | | |
Current income tax expense |
| - |
| - |
| (14,315) |
| (4,070) | |
Deferred income tax income |
| 10,624 |
| 31,482 |
| 16,254 |
| 33,713 | |
(i)The University for All Program - ProUni, establishes, through Law 11,096, dated January 13, 2005, exemption from certain federal taxes for higher education institutions that provide full and partial scholarships to low-income students enrolled in traditional undergraduate and technological undergraduate programs. The Group’s higher education companies are included in this program.
ii)The Company and some of its subsidiaries have a portion of ther tax losses without expectation of realization and, consequently, this portion is not recognized as deferred asset.
17
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
b)Deferred income tax
| | Balance sheet | | Profit or loss | ||
Parent |
| 03/31/2024 |
| 12/31/2023 |
| 2024 |
Tax loss carryforwards |
| 93,242 |
| 93,242 |
| - |
Allowance for expected credit losses |
| 18,079 |
| 7,718 |
| 10,361 |
Labor provisions |
| 4,694 |
| 15,413 |
| (10,719) |
Other provisions |
| 935 |
| 577 |
| 358 |
Intangible assets on business combinations |
| (720,272) |
| (730,896) |
| 10,624 |
Total |
| (603,322) |
| (613,946) |
| 10,624 |
| | | | | | |
Deferred tax assets, as per the balance sheet |
| - |
| 116,950 |
|
|
Deferred tax liabilities, as per the balance sheet |
| (603,322) |
| (730,896) |
|
|
| | Balance sheet | | Profit or loss | ||
Consolidated |
| 03/31/2024 |
| 12/31/2023 |
| 2024 |
Tax loss carryforwards |
| 93,242 |
| 93,242 |
| - |
Allowance for expected credit losses |
| 104,066 |
| 90,892 |
| 13,174 |
Labor provisions |
| 13,286 |
| 19,036 |
| (5,750) |
Lease agreements |
| 6,554 |
| 3,937 |
| 2,617 |
Provision for revenue cancellation |
| 2,519 |
| 4,131 |
| (1,612) |
Provision for contingencies |
| 4,664 |
| 4,521 |
| 143 |
Other provisions |
| 8,258 |
| 11,200 |
| (2,942) |
Intangible assets on business combinations |
| (720,272) |
| (730,896) |
| 10,624 |
Total |
| (487,683) |
| (503,937) |
| 16,254 |
| | | | | | |
Deferred tax assets, as per the balance sheet |
| 115,639 |
| 226,959 |
|
|
Deferred tax liabilities, as per the balance sheet |
| (603,322) |
| (730,896) |
|
|
c)Realization prospects of deferred income tax and social contribution
|
| Parent |
| Consolidated | ||||
| | Deferred tax | | Deferred tax | | Deferred tax | | Deferred tax |
| | assets | | liabilities | | assets | | liabilities |
2024 | | - | | (42,450) | | 133,448 | | (42,450) |
2025 |
| - |
| (41,182) |
| 654 |
| (41,182) |
2026 |
| - |
| (39,386) |
| 654 |
| (39,386) |
2027 |
| - |
| (39,386) |
| 654 |
| (39,386) |
2028 to 2033 |
| 116,950 |
| (557,868) |
| 97,180 |
| (557,869) |
Total |
| 116,950 |
| (720,272) |
| 232,590 |
| (720,273) |
9.Prepaid expenses
| | Parent | | Consolidated | ||||
|
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Prepayments to suppliers |
| 542 |
| 531 |
| 12,067 |
| 4,394 |
Prepayments to hub partners |
| 818 |
| 682 |
| 10,063 |
| 10,734 |
Software licensing |
| 4 |
| 14 |
| 2,097 |
| 2,292 |
Prepayments to employees |
| 84 |
| 53 |
| 812 |
| 1,986 |
Insurance |
| 11 |
| 28 |
| 187 |
| 304 |
Other |
| - |
| - |
| 2,356 |
| - |
Prepaid expenses |
| 1,459 |
| 1,308 |
| 27,582 |
| 19,710 |
18
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
10.Receivables from hub partners
Other financial assets consist of amounts of cash transferred to hub partners centers as follows:
Consolidated |
| 03/31/2024 |
| 12/31/2023 |
Receivables from hub partners |
| 95,464 |
| 96,628 |
Total trade receivables |
| 95,464 |
| 96,628 |
| | | | |
Current |
| 16,081 |
| 39,351 |
Non-current |
| 79,383 |
| 57,277 |
11.Investments in subsidiaries
Breakdown of the Parent’s investments:
|
| 03/31/2024 |
| 12/31/2023 |
Share of profit of subsidiaries |
| 888,513 |
| 753,063 |
Goodwill and other intangible assets on business combination |
| 4,226,769 |
| 4,258,016 |
Total investments |
| 5,115,282 |
| 5,011,079 |
Changes in the Parent’s investments:
Changes in the share of profit of subsidiaries:
Sbsidiaries |
| UNIASSELVI |
| UNICESUMAR |
| FAMEG |
| FAIR |
| FAC |
| REDE ENEM |
| TOTAL |
Equity amount as of March 31, 2024 |
| 436,567 |
| 443,088 |
| 3,161 |
| 2,812 |
| 2,845 |
| 40 |
|
|
Net income (loss) in the quarter ended March 31, 2024 |
| 221 |
| 131,662 |
| (617) |
| (262) |
| (580) |
| (320) |
|
|
Equity interest - % | | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
|
As of December 31, 2023 |
| 432,300 |
| 311,426 |
| 2,778 |
| 3,074 |
| 3,425 |
| 60 |
| 753,063 |
Stock option plan |
| 4,046 |
| - |
| - |
| - |
|
|
| - |
| 4,046 |
Capital increase |
| - |
| - |
| 1,000 |
| - |
| - |
| 300 |
| 1,300 |
Share of profit of subsidiaries |
| 221 |
| 131,662 |
| (617) |
| (262) |
| (580) |
| (320) |
| 130,104 |
As of March 31, 2024 |
| 436,567 |
| 443,088 |
| 3,161 |
| 2,812 |
| 2,845 |
| 40 |
| 888,513 |
Goodwill and other intangible assets on business combination:
|
| 2024 |
As of January 1 |
| 4,258,016 |
Amortization |
| (31,247) |
As of March 31 |
| 4,226,769 |
19
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
12.Leases
Set out below, are the carrying amounts of the Company’s right-of-use assets related to buildings used as offices and hubs and lease liabilities and the movements during the period:
|
| Right-of-use asset |
| Lease liabilities |
Consolidated | | 2024 | | 2024 |
As of January 1 |
| 349,683 |
| 327,834 |
Remeasurement by index (i) |
| 7,177 |
| 7,177 |
Depreciation expense |
| (9,347) |
| - |
Accrued interest |
| - |
| 8,584 |
Payment of principal |
| - |
| (5,873) |
Payment of interest |
| - |
| (8,584) |
As of March 31 |
| 347,513 |
| 329,138 |
| | | | |
Current |
| - |
| 51,904 |
Non-current |
| 347,513 |
| 277,234 |
(i) Lease liabilities and right-of-use assets were incremented with respect to variable lease payments that depend on an index or a rate, because of annual rental prices contractually adjusted by market inflation rate General Market Price Index (Índice Geral de Preços do Mercado), or IGP-M.
In the three-month period ended March 31, 2024, the Group recognized rent expense from short-term leases and leases of low-value items of R$110 (2023 - R$1,713), mainly represented by leases of telephone and IT equipment.
20
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
13.Property and equipment
|
| |
| Furniture, |
| |
| |
| |
| |
| |
| |
| | | | equipment | | | | | | | | | | Construction | | |
| | IT | | and | | Library | | | | | | Leasehold | | in progress | | |
Consolidated | | equipment | | facilities | | books | | Vehicles | | Land | | improvements | | (i) | | TOTAL |
As of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
| 36,764 |
| 87,445 |
| 3,398 |
| 644 |
| 4,566 |
| 63,207 |
| 9,828 |
| 205,852 |
Cost |
| 77,215 |
| 150,692 |
| 38,363 |
| 4,376 |
| 4,566 |
| 94,681 |
| 9,828 |
| 379,721 |
Accumulated depreciation |
| (40,451) |
| (63,247) |
| (34,965) |
| (3,732) |
| - |
| (31,474) |
| - |
| (173,869) |
Purchases |
| 220 |
| 5,218 |
| 29 |
| - |
| - |
| 73 |
| 895 |
| 6,435 |
Write-offs |
| (1,065) |
| (969) |
| - |
| - |
| - |
| (721) |
| - |
| (2,755) |
Depreciation |
| (1,755) |
| (2,616) |
| (291) |
| (82) |
| - |
| (831) |
| - |
| (5,575) |
As of March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
| 34,164 |
| 89,078 |
| 3,136 |
| 562 |
| 4,566 |
| 61,728 |
| 10,723 |
| 203,957 |
Cost |
| 76,266 |
| 154,941 |
| 38,392 |
| 4,376 |
| 4,566 |
| 94,033 |
| 10,723 |
| 383,297 |
Accumulated depreciation |
| (42,102) |
| (65,863) |
| (35,256) |
| (3,814) |
| - |
| (32,305) |
| - |
| (179,340) |
There has been no evidence that the carrying amounts of property and equipment exceed their recoverable amounts.
(i) Refer to construction in progress to improve the facilities used by the Group, related to accessibility to and upgrading of the facilities.
21
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
14.Intangible assets
|
| |
| |
| |
| Operation |
| Licenses to |
| |
| |
| |
| |
| |
| | | | | | | | licenses for | | operate | | Non- | | | | | | Goodwill | | |
| | | | Internal project | | Trademarks | | distance | | medical | | compete | | Customer | | Teaching/learning | | for future | | |
Consolidated | | Software | | development | | (i) | | learning | | courses | | agreements | | portfolio | | material – TLM | | earnings | | TOTAL |
As of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
| 80,970 |
| 75,695 |
| 375,978 |
| 1,458,209 |
| 55,454 |
| 214,317 |
| 206,641 |
| 12,307 |
| 1,862,589 |
| 4,342,160 |
Cost |
| 178,303 |
| 124,449 |
| 437,390 |
| 1,458,209 |
| 55,454 |
| 283,242 |
| 395,220 |
| 33,928 |
| 1,930,042 |
| 4,896,237 |
Accumulated amortization and impairment |
| (97,333) |
| (48,754) |
| (61,412) |
| - |
| - |
| (68,925) |
| (188,579) |
| (21,621) |
| (67,453) |
| (554,077) |
Purchase and capitalization |
| 3,976 |
| 11,065 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 15,041 |
Amortization |
| (5,154) |
| (4,073) |
| (4,472) |
| - |
| - |
| (9,016) |
| (13,637) |
| (2,215) |
| - |
| (38,567) |
As of March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
| 79,792 |
| 82,687 |
| 371,506 |
| 1,458,209 |
| 55,454 |
| 205,301 |
| 193,004 |
| 10,092 |
| 1,862,589 |
| 4,318,634 |
Cost |
| 182,280 |
| 135,514 |
| 437,390 |
| 1,458,209 |
| 55,454 |
| 283,242 |
| 395,220 |
| 33,928 |
| 1,930,042 |
| 4,911,279 |
Accumulated amortization and impairment |
| (102,488) |
| (52,827) |
| (65,884) |
| - |
| - |
| (77,941) |
| (202,216) |
| (23,836) |
| (67,453) |
| (592,645) |
(i) The Group holds the rights to several trademarks, such as Assevim, FAC, FAIR, FAMESUL, etc.; however, the Uniasselvi and Unicesumar trademarks are the only ones recognized as intangible assets, as a result of the business combination.
Impairment tests of intangible assets with indefinite useful lives
Goodwill, operation licenses for distance learning and licenses to operate medical courses are annually tested for impairment. The last test was conducted in December 2023.
There were no indications that a new impairment test would be necessary during the three months ended March 31, 2024:
22
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
15.Loans and financing
a)Breakdown
Type |
| Interest rate |
| Maturity |
| 03/31/2024 |
| 12/31/2023 |
Debentures |
| CDI + 2.45% to |
| May 22 to Nov 28 |
| 2,279,668 |
| 2,181,819 |
|
| CDI + 3.2% p.a. | | | | | | |
Loans and financing |
|
|
|
|
| 2,279,668 |
| 2,181,819 |
| | | | | | | | |
Current |
|
|
|
|
| 176,969 |
| 151,120 |
Non-current |
|
|
|
|
| 2,102,699 |
| 2,030,699 |
b)Variation
|
| 2024 |
Balance as of January 1 |
| 2,181,819 |
Accrued interest |
| 97,849 |
Balance as of March 31 |
| 2,279,668 |
c)Maturity
Maturity |
| Debentures |
2024 |
| 176,969 |
2025 |
| 566,868 |
2026 |
| 741,626 |
2027 |
| 557,645 |
2028 |
| 236,560 |
Balance as of March 31, 2024 |
| 2,279,668 |
16.Labor and social obligations
|
| Parent |
| Consolidated | ||||
|
| 03/31/2024 |
| 12/31/2023 |
| 03/31/2024 |
| 12/31/2023 |
Accrual for bonus | | 11,703 |
| 26,488 | | 14,838 |
| 41,031 |
Social charges payable(i) | | 4,667 |
| 659 | | 23,269 |
| 22,085 |
Salaries payable | | 1,269 |
| 449 | | 28,462 |
| 15,455 |
Accrued vacation | | 714 |
| 617 | | 26,330 |
| 11,084 |
Other | | 2 |
| 2 | | 832 |
| 771 |
TOTAL | | 18,355 |
| 28,215 | | 93,731 |
| 90,426 |
(i) Comprised of contributions to Social Security (“INSS”) and to Government Severance Indemnity Fund for Employees (“FGTS”) as well as withholding income tax (“IRRF”) over salaries.
23
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
17.Contingencies
The provisions related to labor and civil proceedings whose likelihood of loss is assessed as probable are as follows:
Consolidated |
| Civil |
| Labor |
| Total |
As of December 31, 2023 |
| 7,849 |
| 34,029 |
| 41,878 |
Additions |
| 1,379 |
| 433 |
| 1,812 |
Accrued interest |
| 220 |
| 955 |
| 1,175 |
Payments (write-offs) |
| (3,699) |
| (995) |
| (4,694) |
Reversals |
| (178) |
| (17) |
| (195) |
As of March 31, 2024 |
| 5,571 |
| 34,405 |
| 39,976 |
Pursuant to the terms and conditions of the subsidiaries’ acquisition agreement, the periods of responsibility for each party in relation to such claims, value limits, notification criteria and reciprocal indemnity were defined. The reimbursements expected for the provisions for contingencies related to labor and civil lawsuits whose likelihood of loss is assessed as probable are as follows:
Assets |
| Civil |
| Labor |
| Total |
As of December 31, 2023 |
| 5,007 |
| 23,419 |
| 28,426 |
Additions |
| 213 |
| 150 |
| 363 |
Accrued interest |
| 263 |
| 535 |
| 798 |
Payments (write-offs) |
| (3,173) |
| (310) |
| (3,483) |
Reversals |
| - |
| (17) |
| (17) |
As of March 31, 2024 |
| 2,310 |
| 23,777 |
| 26,087 |
c)Possible losses, not provided for in the balance sheet
No provision has been recorded for proceedings classified as possible losses, based on the opinion of the Company’s legal counsel. The breakdown of existing contingencies as of March 31, 2024 and December 31, 2023 is as follows:
Consolidated |
| 03/31/2024 |
| 12/31/2023 |
Civil |
| 25,359 |
| 14,939 |
Labor |
| 38,662 |
| 37,051 |
Tax |
| 68,629 |
| 67,799 |
Total |
| 132,650 |
| 119,789 |
Civil proceedings classified as probable or possible loss
As of March 31, 2024, the Company’s subsidiaries were subject to several civil claims. Most of the lawsuits are related to consumer claims, including discussions regarding undue collection of tuition fees and rates, delay in the issuance of certificates and diplomas, undue collection of tuition fees for students that have been granted scholarships and public financing and denial of enrollment in courses, among others.
24
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
Labor proceedings classified as probable or possible loss
As of March 31, 2024, the Company’s subsidiaries were subject to several labor claims. Most of these claims are related to overtime, salary equalization, vacation payments and/or non-enjoyment of vacation periods, severance payments and termination fees, and indemnities based on Brazilian labor laws.
Tax proceedings classified as possible loss
As of March 31, 2024, the Company’s subsidiaries were subject to several tax lawsuits. The Company has an outstanding tax administrative proceeding related to Tax Infraction Notice No. 000204.00/2017, issued by the Porto Alegre City Hall Municipal Finance Department, in the total amount of R$28,024, corresponding to alleged Service Tax (ISS) debt, plus a 150% fine and late payment interest, for the period from January 2012 to June 2017.
The interpretation of the Porto Alegre City Hall Tax Authorities is that the educational services provided at a distance by the Company, from its headquarters in Indaial/SC, would be subject to ISS taxation in the City of Porto Alegre, where it maintains a digital education center. This interpretation is contested at an administrative level by the Company’s external law firm.
Liability for any payment of such debt shall be in accordance with the liability periods defined in accordance with the terms and conditions of the purchase and sale agreement described in note 18, and Sellers shall be liable for any debts relating to the period prior to the closing date of the acquisition (February 29, 2016).
18.Equity
a)Authorized capital
The Company is authorized to increase its capital up to the limit of 600 million shares, subject to approval of the Board of Directors, which will decide on the payment terms, the issued share characteristics, and the issue price.
b)Subscribed and paid-in share capital
As of March 31, 2024, subscribed and paid-share in capital was R$2,031,408 (2023 - R$2,031,408) represented by 1,959,752 thousand registered common shares without par value (2023 - 1,959,752 thousand).
c)Profit distribution
The Company’s bylaws require the distribution of dividends equivalent to 1% of profit for the year. No dividends were distributed in the three-month period ended March 31, 2024.
25
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
d)Earnings reserve
The legal reserve is recognized annually with the allocation of 5% of profit for the year, limited to 20% of capital. The purpose of the legal reserve is to protect capital and can only be utilized to offset losses or increase capital. There were no changes to the legal reserve during the three-month period ended March 31, 2024.
e)Capital reserves
Share-based compensation
The capital reserve is represented by reserve for share-based compensation programs classified as equity-settled, as detailed in Note 20.
The share-based payment reserve is used to recognize:
● | the grant date fair value of the options issued to employees but not exercised. |
● | the fair value of the shares issued to employees on grant date upon exercise of the options. |
19.Basic and diluted earnings (loss) per share
Basic earnings (loss) per share are calculated by dividing the net income attributable to the holders of the Company’s common shares by the weighted average number of common shares held by shareholders during the year.
As of March 31, 2024, the Company has no outstanding or unexercised stock options to purchase common shares that are included in the calculation of basic and diluted earnings per share.
The following table contains the earnings (loss) per share of the Company for the three-month periods ended March 31, 2024 and 2023 (in thousands except per share amounts):
|
| Quarter ended March 31 | ||
Basic and diluted earnings per share | | 2024 |
| 2023 |
Net income (loss) profit attributable to shareholders of the Company |
| 7,984 |
| 56,793 |
Weighted average number of common shares (in thousands) |
| 1,959,752 |
| 1,749,388 |
Basic earnings (loss) per share (R$) |
| 0.00 |
| 0.03 |
20.Share-based compensation
The Group offers its managers and executives a Stock Option Plan with general conditions for the granting of share options issued by the Company to the participants appointed by the Board of Directors who, at its discretion, fulfill the conditions for participation, thereby aligning the interests of the participants to the interests of its stockholders, so as to maximize the Company’s results and increase the economic value of its shares, thus generating benefits for the participants and other stockholders.
26
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
Participants in both plans have the right to turn all vested stock options into shares upon payment in cash, paying the Option Exercise Price as defined in the respective program that each participant is associated. The difference between the stipulated price in the program and the fair value of the share at the measurement date is recorded as equity.
Participants of the first plan shall have the right to require the Company to acquire all shares under their ownership to be held in treasury or for cancellation, upon payment in cash, of the Put Option Exercise Price, for a given period as from the last Vesting Date, provided that no exit event has occurred up to the end of said period.
When all conditions applicable to the buyback of shares provided for in applicable laws and/or regulations are met, the Company shall pay the Participant the price equivalent to a certain amount of multiples of the Company’s EBITDA minus the Net Debt, as set forth in each grant program, recorded as a liability.
The expense recognized for employee services received during the year is as follows:
Expense arising from share-based payment transactions |
| 2024 |
Cash-settled - first plan |
| 128 |
Equity-settled - second plan |
| 3,540 |
Total |
| 3,668 |
21.Related parties
21.1.Relationship with related entities
As a result of the business combination with Unicesumar, the Company has a lease agreement with companies related to management members. The object of the agreement is the Unicesumar Campus located in the city of Maringá (PR) and is valid for 20 years from the closing date of the business combination:
|
| Balance sheet |
| Profit or loss | ||||
Leases |
| 03/31/2024 |
| 12/31/2023 |
| 2024 |
| 2023 |
SOEDMAR - Sociedade Educacional De Maringa Ltda. | | | | | | | | |
Right-of-use assets | | 171,715 |
| 173,521 | | | | |
Depreciation expenses | | | | | | (1,806) |
| (2,135) |
Lease liabilities | | 164,603 |
| 167,968 | | | | |
Interest on leases | | | | | | (3,365) |
| (4,868) |
WM Administração e Participações Ltda. | |
|
|
| | | | |
Right-of-use assets | | 3,294 |
| 3,374 | | | | |
Depreciation expenses | | | | | | (80) |
| (80) |
Lease liabilities | | 2,884 |
| 2,954 | | | | |
Interest on leases | | | | | | (70) |
| (90) |
27
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
The Group also makes donations to Instituto Cesumar de Ciência, Tecnologia e Inovação – ICETI, which shares some officers with the Company.
|
| Balance sheet |
| Profit or loss | ||||
Donations |
| 03/31/2024 |
| 12/31/2023 |
| 2024 |
| 2023 |
ICETI - Instituto Cesumar de Ciência, Tecnologia e Inovação | | | | | | | | |
Other income (expenses), net | | - |
| - | | (880) |
| (710) |
21.2.Management compensation
|
| Quarter ended March 31, | ||
| | 2024 | | 2023 |
Salaries, social charges and variable compensation (i) |
| 6,951 |
| 5,696 |
Share-based compensation |
| 3,668 |
| 74 |
Total |
| 10,619 |
| 5,770 |
(i) The Variable compensation is defined and approved by the Company’s Board of Directors as agreed with the Group’s executives.
22.Revenue
|
| Quarter ended March 31 | ||||||
|
| Parent |
| Consolidated | ||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 |
Gross revenue from services provided | | 13,964 |
| 11,449 | | 651,718 |
| 556,300 |
(-) Discounts. | | - |
| (26) | | (51,307) |
| (38,943) |
(-) ProUni scholarships | | - |
| - | | (75,695) |
| (58,101) |
(-) Service tax | | (354) |
| (292) | | (20,395) |
| (15,032) |
Net revenue | | 13,610 |
| 11,131 | | 504,321 |
| 444,224 |
| | | | | | | | |
Timing of revenue recognition | |
|
|
| |
|
|
|
Service transferred over time | | 13,610 |
| 11,131 | | 499,724 |
| 438,473 |
Service transferred at a point in time (i) | | - |
| - | | 4,597 |
| 5,751 |
Net revenue | | 13,610 |
| 11,131 | | 504,321 |
| 444,224 |
(i) Revenue recognized at a point in time refers to revenue from student fees and certain education-related activities.
The Company’s revenue from contracts with customers are all provided in Brazil.
In the three-month period ended March 31, 2024, the amounts billed to students for the portion to be transferred to the hub partner, in respect to the joint operation, is R$130,559 (2023 - R$109,737). As of March 31, 2024, the balance payable to the hub partner is R$27,936 (December 31, 2023 - R$23,018).
28
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
23.Costs and expenses by nature
|
| Quarter ended March 31 | ||||||
| | Parent | | Consolidated | ||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 |
Payroll (i) |
| 6,889 |
| 4,246 |
| 140,450 |
| 126,981 |
Sales and marketing |
| 3,655 |
| 1,798 |
| 96,958 |
| 71,211 |
Depreciation and amortization (ii) |
| 31,537 |
| 31,248 |
| 53,489 |
| 52,306 |
Consulting and advisory services |
| 2,408 |
| 5,232 |
| 22,615 |
| 9,292 |
Materials |
| (37) |
| 3 |
| 5,774 |
| 7,454 |
Maintenance |
| 90 |
| 12 |
| 9,678 |
| 7,269 |
Utilities, cleaning and security |
| - |
| - |
| 6,319 |
| 5,044 |
Other expenses |
| 1,411 |
| 165 |
| 8,091 |
| 15,938 |
Total |
| 45,953 |
| 42,704 |
| 343,374 |
| 295,495 |
| | | | | | | | |
Cost of services |
| 5,076 |
| 7,267 |
| 157,336 |
| 151,273 |
General and administrative expenses |
| 24,127 |
| 19,870 |
| 60,061 |
| 54,083 |
Selling expenses |
| 16,750 |
| 15,567 |
| 125,977 |
| 90,139 |
Total |
| 45,953 |
| 42,704 |
| 343,374 |
| 295,495 |
(i) Payroll expenses include R$136,782 (2023 - R$126,907) related to salaries, bonuses, short-term benefits, related social charges and other employee related expenses, and R$3,668 (2023 - R$74) related to share-based compensation.
|
| Quarter ended March 31 | ||||||
(ii) Depreciation and amortization |
| Parent |
| Consolidated | ||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 |
Cost of services | | 4,124 |
| 4,124 | | 18,692 |
| 19,651 |
General and administrative expenses | | 13,776 |
| 13,487 | | 21,072 |
| 19,018 |
Selling expenses | | 13,637 |
| 13,637 | | 13,725 |
| 13,637 |
Total | | 31,537 |
| 31,248 | | 53,489 |
| 52,306 |
24.Other income (expenses), net
|
| Quarter ended March 31 | ||||||
|
| Parent |
| Consolidated | ||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 |
Write-off of property and intangible assets | | - |
| - | | (724) |
| - |
Revenue from sale of property and equipment | | - |
| - | | 879 |
| - |
Deductible donations | | - |
| - | | (880) |
| (724) |
Fines | | (1) |
| - | | (16) |
| - |
Contractual indemnities | | - |
| - | | - |
| (3) |
Rental income | | - |
| - | | 74 |
| 355 |
Other revenues | | - |
| - | | 948 |
| 703 |
Other expenses | | - |
| (14) | | (24) |
| (18) |
Total | | (1) |
| (14) | | 257 |
| 313 |
29
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
25.Financial results
|
| Quarter ended March 31 | ||||||
|
| Parent |
| Consolidated | ||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 |
Financial income | |
|
|
| |
|
|
|
Interest on tuition fees paid in arrears | | 238 |
| 232 | | 4,714 |
| 7,245 |
Financial investment yield | | 767 |
| 126 | | 7,902 |
| 2,982 |
Foreign exchange gain | | - |
| - | | - |
| 381 |
Other | | 559 |
| 117 | | 1,253 |
| 175 |
Total | | 1,564 |
| 475 | | 13,869 |
| 10,783 |
| | | | | | | | |
Financial expenses | |
|
|
| |
|
|
|
Interest on accounts payable from acquisition of subsidiaries | | - |
| (12,205) | | - |
| (12,205) |
Interest on leases | | - |
| - | | (8,584) |
| (8,351) |
Interest on loans and financing | | (97,849) |
| (58,708) | | (97,849) |
| (58,708) |
Foreign exchange loss | | - |
| - | | (514) |
| - |
Other | | (185) |
| (970) | | (4,052) |
| (5,734) |
Total | | (98,034) |
| (71,883) | | (110,999) |
| (84,998) |
| | | | | | | | |
Financial results | | (96,470) |
| (71,408) | | (97,130) |
| (74,215) |
26.Insurance coverage
As of March 31, 2024, insurance coverage is effective for Vitru Brasil only and was taken as follows based on the insurance policies:
|
| Coverage |
Property and equipment items |
| 410,350 |
General and D&O liability |
| 60,000 |
Cyber risks |
| 15,000 |
|
| 485,350 |
27.Segment reporting
The Company manages its activities by dividing them in three main reportable business segments, in order to differentiate the products offered. General and administrative expenses (except amortization of intangible assets and impairment expenses), financial results (except interest on tuition fees in arrears), and taxes on income are managed on a consolidated basis by the Company and are not allocated to the operating segments.
The segment’s performance is primarily evaluated based on the net revenue and adjusted profit before interest, taxes, depreciation and amortization (Adjusted EBITDA). Adjusted EBITDA is calculated based on the operating income plus depreciation and amortization plus interest received on tuition fees in arrears and adjusted by eliminating the effects of share-based compensation plus/minus non-recurring expenses.
30
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
The CODM does not make strategic decisions or evaluate performance by geographic regions, or through the company’s assets. Currently, the Company operates solely in Brazil and all the assets, liabilities, and profit or loss are allocated in Brazil.
Quarter ended March 31 |
| Distance learning |
| Continued education |
| In-person |
| Total |
|
2024 | | | | | | | | | |
Net operating revenue |
| 352,220 |
| 29,950 |
| 122,149 |
| 504,319 | |
Adjusted EBITDA |
| 120,289 |
| 14,589 |
| 71,667 |
| 206,545 | |
Adjusted EBITDA margin % |
| 34.15 | % | 48.71 | % | 58.67 | % | 40.96 | % |
| | | | | | | | | |
2023 |
|
|
|
|
|
|
|
| |
Net operating revenue |
| 320,660 |
| 20,900 |
| 102,664 |
| 444,224 | |
Adjusted EBITDA |
| 127,539 |
| 10,105 |
| 59,251 |
| 196,895 | |
Adjusted EBITDA margin % | | 39.77 | % | 48.35 | % | 57.71 | % | 44.32 | % |
Total net revenue of the operating segments represents the Company’s net revenue. The table below shows the reconciliation of the Company’s profit before taxes to the allocated Adjusted EBITDA:
|
| Quarter ended March 31 | ||
|
| 2024 |
| 2023 |
NET INCOME (LOSS) BEFORE TAXES | | 6,045 |
| 27,150 |
(+) Financial results | | 97,130 |
| 74,215 |
(+) Depreciation and amortization | | 53,489 |
| 52,306 |
(+) Interest on tuition fees in arrears | | 4,714 |
| 7,244 |
(+) Share-based compensation | | 3,668 |
| 74 |
(+) Other income (expenses), net | | (257) |
| (313) |
(+) Restructuring expenses | | 2,754 |
| 1,754 |
(+) M&A and expenses on offers | | 3,267 |
| 5,974 |
(+) Other unallocated expenses | | 35,737 |
| 28,491 |
Adjusted EBITDA allocated to the operating segments | | 206,547 |
| 196,895 |
Quarter ended March 31 |
| Distance learning |
| Continued education |
| In-person |
| Not allocated |
| Total |
2024 | |
| |
| |
| |
| |
|
Net losses for impairment of financial assets |
| 52,859 |
| 5,805 |
| (635) |
| - |
| 58,029 |
Depreciation and amortization |
| 14,875 |
| 730 |
| 16,809 |
| 21,075 |
| 53,489 |
Interest on tuition fees in arrears |
| 4,037 |
| 306 |
| 371 |
| - |
| 4,714 |
| | | | | | | | | | |
2023 |
|
|
|
|
|
|
|
|
|
|
Net losses for impairment of financial assets |
| 45,048 |
| 3,229 |
| (600) |
| - |
| 47,677 |
Depreciation and amortization |
| 27,140 |
| 1,252 |
| 18,383 |
| 5,531 |
| 52,306 |
Interest on tuition fees in arrears |
| 6,578 |
| 212 |
| 454 |
| - |
| 7,244 |
31
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
28.Other disclosures on cash flows
Non-cash transactions
In the three-month period ended March 31, 2024:
The amount of R$3,132 (2023 - R$2,230) referring to the provision for contingencies for which the sellers of subsidiaries acquired in prior years are liable, was reversed to the indemnification assets line item in non-current assets.
The amount of R$2,031 (2023 - R$0) relating to the write-off of property and equipment recognized in 2023 that had not been settled.
The amount of R$7,177 (2023 - R$3,296) regarding re-measurement by index on right-of-use assets, was also added in the lease liabilities line item.
29.Subsequent events
On April 19, 2024, the Company’s parent company, Vitru Limited, approved at an extraordinary shareholders’ meeting the terms of its merger into the Company, which will become the new holding of Vitru Group. On the same date, the merger was approved by the Company at an Extraordinary Shareholders’ Meeting, which also approved other matters of interest, including the grouping of the Company’s book-entry common shares without par value, the increase in its share capital and also the issuance of subscription warrants. Under the terms of Article 125 of the Civil Code, the completion of the merger is subject to the satisfaction of a suspensive condition, as approved at the Extraordinary Shareholders’ Meeting.
In due time, the Company will issue new notices to confirm the satisfaction of the suspensive condition, the date on which the Merger will be completed, and therefore the date on which the Company’s Shares will be traded on the Novo Mercado (New Market) segment of B3 S.A. - Brasil, Bolsa, Balcão (“B3”), under the trading name “VITRUEDUCA” and the ticker symbol “VTRU3”.
32
Vitru Brasil Empreendimentos, Participações e Comércio S.A. Notes to the interim financial statements for the three-month period ended March 31, 2024 and 2023. (In thousands of Brazilian reais - R$) |
General Merger Conditions
Subject to the terms and conditions in the merger documents approved at the Company’s EGM, as well as approved within the scope of EGM Vitru Limited, upon consummation of the Merger, the Company’s Shares will start to be held by the shareholders of Vitru Limited, which will receive, upon Merger, 4 Company’s shares for each 1 common share of Vitru Limited (“Parent’s Shares”) held by them, upon completion of the applicable forms to be made available at the beginning of the period for answer by the Parent’s current shareholders, and compliance with applicable requirements. However, if they do not provide a valid answer and/or do not adopt other necessary measures to directly receive the Company’s Shares, each holder of the Parent’s Shares will receive, for each Controlling Share held by it, 4 securities deposit receipt in the United States (American Depositary Shares, or “ADSs”) of the Company evidenced by American Depositary Receipts (“ADRs”), each ADS representing 1 Company’s Share (“Exchange Ratio”). There will no fractions of shares issued by the Company.
ADR Program
Additionally, the Company approved, at the Merger General Meeting (EGM), the creation of a temporary sponsored ADR program. The ADR Program will remain effective for 60 days counted from the implementation of the Merger. During this period, the holders of the Company’s ADSs may choose, with the depositary institution responsible for the ADR Program, to receive the equivalent to their ADSs in Company’s Shares. Upon the end of the validity period of the ADR Program, the depositary institution will discontinue the services related to the ADSs, and thereafter, as soon as possible, it will make reasonable efforts to sell the Company’s Shares underlying the ADSs and distribute any proceeds to the respective holders of the ADSs, less applicable expenses.
***
33
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