GPS Participações e Empreendimentos S.A. (BVMF:GGPS3)
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Earnings Call: Q3 2023

Nov 10, 2023

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

In terms of net revenue, we achieved a total of BRL 2.6 million, representing a growth of 8% vis-à-vis the third quarter 2022. In organic growth, we are at two digits of 11% year- on- year. Adjusted EBITDA reaching BRL 307 million, with a growth of 10% and a margin of 11.7%, a margin higher than our current margin in the market. We did not have that many M&As this year during this period, and of course, we were able to deliver a margin between 11%-12%. What is recurrent is between 10%-11%. Adjusted net profit, a total of BRL 166 million, 19% higher vis-à-vis the third quarter 2022, and a margin of 6.3%.

Once again, M&A is not impacting our margins, and that enabled to reach 6.3%. In net revenue, we made a stride forward that has been recurrent because we have made several acquisitions in maintenance and industrial services, and we got to 25% of the total profit of the company. Integrated Facilities is our flagship with 40%, and we have Indoor Logistics and Security in the second place with a growing share. Now, besides all of this, you can see the fragmentation of our net revenue by number of clients. We continue once again to have a high fragmentation. We have one client that represents 4%, but within this client, we have more than 15%. Nothing is concentrated on a single client.

We continue on to speak about that 8% increase in total revenue, something. Well, normally, we reach two digits. What impacted this result was the 2022 harvest. As you can see here, we have the result of the 2022 harvest, where we have Comau, Force, Sulzer, Motus, and e-Vertical, and Global Services, representing BRL 352 million. These same companies in the third quarter of 2022 performed BRL 267 million. Now, what happened with this result that is 24% lower from one period to the other? It is a structural adjustment. A third of this comes from a readjustment of temporary labor. The demand ended up very heated, very high, and this is now becoming normalized. Part of this reduction, therefore, is linked to the result of Global that works with temporary labor. Another reduction refers to the type of maintenance services.

We don't have something recurrent in plans in our portfolio. When we acquired Comau and Sulzer, these were revenues from this type of service that happened in the past and are not being repeated. Now, regarding the services, we had a negative accounts result in the accounts receivable for last year. And in terms of revenue, of course, we had a short-term impact. This represents one-third of the total of reduction from one period to the other, and the rest is what we do typically when we acquire a company, readjusting our contracts, ensuring that we will have sustainable profitability with each contract to attain a necessary balance. When this doesn't happen, of course, we lose some revenue. In terms of inorganic, we're growing 11% growth vis-à-vis the third quarter 2022. We began the year somewhat slower.

We now observe a resumption, and this is a positive fact in inorganic net revenue. Besides the 2022 harvest, we have the 2023 harvest made up of Engie, Compart. And in the fourth quarter, you will observe that these are two companies that have had their closing, and they will be incorporated as of the fourth quarter. Here we have the nine months of 2023, 15% increase in total net revenue vis-à-vis nine months 2022, and organic net revenue with 9% and a growing trend. Inorganic net revenue, seven companies in 2022 and two companies in 2023. It makes it difficult to assess the nine months because the companies enter in different months during the year, so the result of 2022 will only consider the revenues once these acquired companies become part of our results. This year, it represents BRL 1,084 million for us.

Regarding EBITDA, a growth of 10%, and the highlight here, of course, is the margin. We have an M&A pace that is somewhat lower this year compared to last year, and with this, we are able to deliver higher margins. Given the work that we did to make the contracts more profitable, ensure the contracts are balanced, and we're delivering a margin of 11.7%. This margin, higher than the third quarter last year, and a growth of 27% for the nine months, with an 11.7% margin higher than that of 2022. And this, of course, underscores our strategy because of the acquisition. We eventually receive contracts that need to attain a point of balance. We work towards making these contracts profitable, and of course, this allows the company to reach the level of GPS.

Adjusted net profit, 19% growth vis-à-vis the third quarter 2022. Net margin, 6.3%, or 0.6 points higher than the third quarter 2022. 21% growth of adjusted net profit compared to nine months, 2022, and a net margin of 5.8%, or 0.2 percentage points higher than the nine months, 2022. Now, this is a positive result as part of that logic of balancing out contracts, enabling us better profitability and margin. I will give the floor to Marcelo to speak about M&A programs.

Marcelo Niemeyer Hampshire
Chief Corporate Officer, GPS Participações e Empreendimentos S.A.

Good morning, everybody. Thank you, Marita. Let's speak about M&A programs. These are the acquisitions of 2022. Seven acquisitions, as you can see, with a combined revenue of BRL 1.4 billion for the year. And of course, all of these companies have been integrated. The last integration was that of Global, that took place in February of this year.

The companies have all been integrated, and the synergies have been mostly captured, especially in Indireto. Now, as Marita mentioned about the revenues of 2022, Comau and Sulzer are industrial maintenance companies, mainly recurrent maintenance. But as part of the scope of these companies, we have two clients where we also carry out industrial stops, which happen every two or three years. It will depend on the industry, of course. And last year, in the third quarter, that same client had two very relevant stops, generating revenues of BRL 50 million. This was a one-off effect that has not been repeated this year. And inorganic growth refers to that fifty million of revenue because of the stop. We also had an effect in Force, where we have qualified the portfolio after an acquisition that we carried out, an opportunistic acquisition with a very, very rapid payback.

A company with good invoicing and high net revenue, and as usually happens, they had contracts that were in a situation of deficit. These are public contracts and contracts with the financial sector, where the margins are very tight. We had to renegotiate these contracts, so we decided to put the contracts aside to have better profitability. We had a reduction of revenues of BRL 17 million, which tends to occur, and this is one of the recurring events in these negotiations. Finally, in Global, Global is more structural. Global works with temporary labor, and during the pandemic, of course, there was a boom in this sector. The e-commerce companies and hospitals demanded a high level of temporary labor, and because of this, until last year, the demand remained until last year.

This year, it has returned to normalcy when it comes to temporary labor, and the revenues were BRL 37 million because of the normalization of demand. We can continue on. Here you see our acquisition program for this year. Engie and Compart are the first two. They have been integrated. They're already generating revenues and results for our balance. The other companies have so far not been integrated, and of course, we have not generated any revenues for the third quarter. In terms of Campseg and others, we hope to already gain revenue for the fourth quarter to recover inorganic revenues because of the consolidation of these two companies and the other companies, Lyon, Invictus, and Control, with exception of Trademark... that is still pending approval of the antitrust company, CADE.

Beginning in 2024, they will be consolidated, and because of this, we have expectations that 2024 will become a very relevant year in terms of inorganic growth, as we will be capturing revenues from these companies throughout 2024 to consolidate results. The comparative base of 2023 did not include the revenues, and because of this, we foresee a growth for 2024. Additionally, we're working on M&As to have a greater concentration of the M&A program for 2024 in the first half of the year. This is what we expect for 2024. This scenario is similar to what we had in 2022. The combination of revenues of the 2021 harvest only entered full year in 2022, but the first harvest of 2022 occurred in 2023.

We had an incremental revenue of 39% in the company and 45% in EBITDA because of this more accelerated inorganic growth. This is what we expect for 2024. We carried out eight acquisitions, acquiring BRL 1.8 billion of revenues in these companies. We have addressed markets that are relevant for us. These are new activities that will consume our systems, our benefits, our payroll. All of these fit in perfectly into our management model. We have labor for engineering and health sectors, which is the case of Lyon. This is a company that is very strong in Minas Gerais, and this is a new sector for us. We have also entered the sector of telephony network maintenance, and this company works with a concentration in the south, and our expectation is to be able to expand this to the rest of the country.

That's for Invictus. And finally, for Control, in the sector of maintenance of electrical networks, we did not operate in this segment formerly, and Control has its actions concentrated in the northeast, and we perceive an enormous potential of expanding this to the rest of the country. Maintenance of telephony and electrical network represent enormous markets with relevant contracting partners, and this is an important revenue for additional growth. Summary of what we have done in the M&A program since IPO that was held in 2021. We have acquired 21 companies with a combined revenue of BRL 4.6 billion. What I would like to highlight is the concentration of this acquisition in new segment. These 21 acquisitions, five were in the sector of maintenance, which is a new sector for the GPS Group.

We began this in 2020, so we have already had five acquisitions in this field. Of the 21 acquisitions, four were in the temporary labor and trade marketing segment. Once again, something very novel for GPS, and we have then entered four new segments, TLSV and the case of e-Vertical, which is an acquisition we carried out last year. Our M&A team presently is now focusing on the pipeline for 2024. We have a very busy pipeline. Although we have carried out most of the acquisitions that were in a more advanced phase this year, we have recycled our pipeline. Most of the things are well underway, and they're pending closing. This year we will have a greater concentration of acquisitions in the first half of the year to produce a more robust growth for 2024. I will continue here.

We're now going to refer to our operating cash generation. The third quarter has been a very positive quarter. We reached BRL 944 million, representing 105% of adjusted EBITDA for the period. We spent BRL 436 million in interest and taxes, mainly due to the interest paid for the debentures and a negative flow of BRL 444 million when it comes to financing activities. In this figure, we have the impact of the amortization of debentures of BRL 257 million, payment of dividends of BRL 176 million carried out at the beginning of the year, and the purchase options for acquisitions, the pending installments of the companies acquired of BRL 33 million. As a counterpart, we also had a positive flow of including the shares in our option program at the beginning of the year.

In terms of investment, we had a negative flow of BRL 16 million, basically, the purchase of PPE of BRL 104 million, and the acquisition of controlled companies not consolidated, representing BRL 79 million. So an operational cash generation that is within our expectations with a positive result. Now, the fourth quarter is normally more impacted because of the payment of salaries, as well as the first quarter of 2024. To speak of leverage, we are at 0.7x net debt/EBITDA, a stance very much in line with what we have been doing since the end of last year, 0.8, 0.9 times. Now, this figure, of course, will be impacted by the disbursement that we will pay for the acquisitions that have been announced, but still have not been approved.

Once the processes are approved through the antitrust agency, CADE, we will have to carry out the payment, and this ratio of net debt/EBITDA should increase somewhat because of the investment already compromised in M&As. But as I said, we're in a very comfortable cash position, so we can continue both with our organic and inorganic growth. With this, we would like to end the presentation.

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

We can now go on to questions, and we have some people who have already signed up for questions here. I will unmute the audio for Lucas Marchiori. You may proceed.

Lucas Marchiori
Analyst, BTG Pactual

Thank you, Marita. Good morning. Two topics here. Marita, when you were explaining the contraction of revenue for the 2022 harvest, I could not hear well. I don't know if it was only myself. Now, there's an important factor in the non-recurring contraction of revenue for Global.

I understand it was BRL 30-40 million, and the revenue contraction was above that. I would like to understand once again, why there was this contraction in the organic revenues for the 2022 harvest. As I understood, it has been normalized. So which is the revenue level of the acquired companies in 2022? And the second question, the acceleration of revenues for inorganic revenues, is this because of growth ads or different segments you're working in? Which is your reading of this?

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

Thank you very much. Marcelo will speak about M&A, and I will speak about organic growth.

Marcelo Niemeyer Hampshire
Chief Corporate Officer, GPS Participações e Empreendimentos S.A.

Thank you, Lucas. That reduction in inorganic growth is due to three factors. One is the case of Global. This is a structural value. In the pandemic, we had that boom for temporary labor. The revenues increased considerably with a concentration in the health segment.

There was an extremely strong demand for labor in health as well as in e-commerce, and of course, this drove up the demand for labor until last year, and we have now returned to normalcy. All of our companies have perceived this reduction in demand, and in all of the companies, we have seen a strong reduction of demand and of revenue as well. This is a structural issue, and when we compare quarter-on-quarter, the difference is BRL 37 million for Global. Another one-time factor are the industrial stops. In 2022, we acquired Sulzer and Comau, and they carry out recurrent maintenance as part of their contract. With the recurrent maintenance, we also have non-recurrent maintenance, those industrial stops that happen every two or three years.

These two companies, with the same client in the third quarter last year, had a significant stop producing non-recurrent revenues of BRL 50 million, and this year we did not repeat this. Along with qualifying the portfolio of Comau and Global, we have this stop in maintenance, and we had BRL 50 million in revenue simply from this fact. Another factor which normally occurs in our acquisitions is the case of Force, a security company that we acquired in 2022, a very opportunistic acquisition. A company with revenues that were not relevant, low EBITDA margin, so this would accelerate our gains. Their concentration was in one client in the public sector and in the financial sector. Once again, contracts with very tight margin. We tried to renegotiate the contract.

This was possible only in some cases, and we don't want to continue proceeding with some of these contracts. So at Force, when we compare quarter-on-quarter, we did have a reduction of revenues of BRL 17 million because of the loss of contracts. And that's the explanation for drop in inorganic revenue. Now, here we're speaking of a reduction of basically BRL 85 million from one period to another.

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

Marcelo spoke about the BRL 30 million from Global, and one third that is not recurrent from Comau, and those stopped last year, and the other third that happens normally within our harvest because of this adjustment of contracts. This is how we can explain the reduction of BRL 85 million from one period to the other.

You're aware of our process, how we work with M&As, and how we work with their contracts, and of course, there is that impact of loss of revenue from one period to the other. What is different in this case are those two maintenance stops and the non-recurrent fact, and the, what is happening with temporary labor. To think about the organic part, well, this is us doing our homework, the work we're doing in the commercial area, seeking new contracts, new clients, mapping the competition, creating competition and prices, a redefinition of contracts, which is very important for us. And we began the year saying that we would try to achieve two-digit growth in organic revenues. This is what we do day after day.

We deploy a great deal of efforts to this, and we have restructured the commercial area to capture opportunities and to grow with new clients. This has had a positive effect, but we also focus on retention. We have been maintaining our revenue churn at 1.6%-1.4% per year.

Lucas Marchiori
Analyst, BTG Pactual

Thank you. That was very clear. Thank you, and have a good day.

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

Thank you, Lucas. The next question comes from Gabriel. Gabriel Rezende.

Gabriel Rezende
Equity Research Associate, Itau Bank

Good morning, Marita. Good morning, Marcelo. Thank you for the call. Two questions from Itaú Bank. We saw your article in the magazine, Valor, with a follow-up of the results, simply to remark on some of the points mentioned there. It seems that we see a resumption of M&A processes in the sector, not only for you, but also for other players. Is there pressure to increase the multiples that you're negotiating as part of your pipeline? This is the first point. The second point, that current pipeline, does it contemplate entering segments we have not seen before? Marcelo underscored that other acquisitions included segments where you did not have a footprint.

Do you have something that is not part of our radar yet that you could remark on?

Marcelo Niemeyer Hampshire
Chief Corporate Officer, GPS Participações e Empreendimentos S.A.

Thank you for the question, Gabriel. Well, since the GPS IPO, we have heard that several of our competitors are increasing their appetite for acquisitions, but up to present, nothing has happened. The market is enormous. There are many acquisition opportunities, and our processes at GPS are different. We're not part of competitive processes, with rare exception. So deep down, this year, the contrary happened because of the worsening of the economic scenario and the interest rate. We had to negotiate the valuation, reduce our multiples to begin working with this new scenario, and this has aided and abetted our acquisition program. Some of our strategy for acquisitions that will generate a quick payback, there's a lot of opportunities in the pipeline, and the funnel of our pipeline is enormous.

Based on the options, we can prioritize those options that will generate a faster payback, and this is what is relevant. We have a strategy for the pipeline, for M&A, and we have a lot of options in the pipeline. Based on these multiple options, we prioritize those that will have a faster payback. We have not felt that price pressure up to this moment in terms of the valuation of acquisitions. Now, when it comes to entering new segments, we have opened up the range considerably in the last few years, and that was very important. We have entered the maintenance segment, temporary labor segment, marketing, and more than half of the acquisitions we carried out after the IPO has been in the new segment. As part of that strategy of having multiple options, it's important to widen that range.

Now, they have to be segments that have a synergy with us, with our management model, our control model. Of course, we do want to enter new segments. Last year, I was speaking about our desire of entering the telephony and electrical maintenance segments. We finally ended up doing it this year. We also wanted to enter the area of medical services, health services, supplying labor for the health sector, where we practically do not operate at present. This is a very large segment. Also, occupational health is a segment where we are not present. Offshore maintenance engineering is another of these new segments. It's a dream, a desire to enter those segments, always being very cautious, and to widen the range of new services that of course have their technical peculiarity, but they share the same business team, the same accounting team, management of results, benefits, and payment.

We do have systems development that fit in very well with those sectors.

Gabriel Rezende
Equity Research Associate, Itau Bank

Thank you. That was very clear. Thank you, Marcelo. Have a good day.

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

I'm going to turn on the microphone for Vitor. Good morning, Vitor Tani.

Vitor Tani
Equity Research Analyst, Santander

Good morning, Marcelo, Marita. Congratulations for the results, and thank you for taking my questions. I have two. The first, going back to what Gabriel asked about, if you have a larger M&A in the pipeline for 2024, and if you do, which would be your new acquisition? Perhaps GPS will enter a segment where it is less dominant. And my second question, if there is a movement of unemployment in the company, what will happen with the organic growth in the country? There has been an increase or a decrease, I'm sorry, in unemployment. Which is your outlook regarding this?

Marcelo Niemeyer Hampshire
Chief Corporate Officer, GPS Participações e Empreendimentos S.A.

We always converse with larger targets. The conversation is ongoing. There are several options, and it would be excellent to do this. We have been wanting to do that for some time. The problem is the valuation. And nowadays, despite the investments that we currently do in M&As, and these are relevant investments, we are able to finance these investments with our own cash generation, and this leads to an increase in our leverage. You saw that we were at 0.7 times. We can reach a peak of 2.2, or in that range, because we have been able to carry out our acquisitions that had a very quick payback. Now, the synergy is very relevant, and it occurs with great speed.

Now, all of this happens in the smaller companies, and we do converse with larger companies, and at a certain point in time, they will fit into our scheme. We can't be more assertive or more specific than we're being right now because of issues of confidentiality and much more, but I do have the expectation that this will happen. I don't know if it's for the coming year or 2025. The main factor here is the price, the payback of the acquisition. Now, regarding the unemployment, we have already faced scenarios that were very different in Brazil. We have been in the market for quite some time, with the ups and downs, regarding that indicator and several other indicators in the macro context.

Our vision is that we have to build processes to ease recruitment, access to labor, being able to capture candidates, and this is what we have been doing. Now, structural difficulties in terms of having an increase of unemployment and difficulties of hiring, it's not something that we have felt. This may hold true for some regions or specific services, and our vision is that all of this is cyclical, and we have to get ready to enhance our processes to be able to obtain new candidates. We have more than 1 million candidates in our database, and we have a very rapid digital access to them, and a very efficient process when we have a peak of demand in the company.

Vitor Tani
Equity Research Analyst, Santander

That was very clear. Thank you very much.

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

We are going to open up the audio for Lucas. Lucas Nagano.

Lucas Nagano
Executive Director and Senior Equity Research Analyst, Morgan Stanley

Good morning, Marita, Marcelo. Thank you for taking my question. We have two at our end. First, regarding the M&As announced recently, what do you attribute this speed-up? Is it the interest rate, your valuation, the companies themselves? Have you made a proposal, or are the sellers accepting your multiples? The second question: Which is your reading regarding the latest event? Does it refer to the fact that the services were no longer sustainable, and will this leverage your growth directly during this quarter? Thank you.

Marcelo Niemeyer Hampshire
Chief Corporate Officer, GPS Participações e Empreendimentos S.A.

Thank you, Lucas, for the questions. Now, the acceleration of the M&As, I have already remarked on this. We began the year with high expectations of being able to fully deliver our acquisition pipeline in the first half of the year. Because of the negotiations we carried out, we had a slight delay.

We had held back demand and very important things in terms of price negotiation, contract negotiation, and a bottleneck in this process. What happened was we were able to eliminate the bottleneck, renegotiate the contracts, conclude the negotiation, and all of this refers to that. We had a lot of held back projects in the pipeline, and we are now working on this. Unfortunately, in the last quarter of the year, there will be an annual reduction in the results of the year 2023. But this is a recurrent base, and we will end the year exactly with what we had foreseen as a recurrent monthly revenue, and the potential results also delivered. It may have a slight impact on the 2023 consolidated revenue. Regarding Seal, I am not sure exactly how they ended up in this situation.

Whenever a company enters judicial recovery, there is a characteristic. The client is co-responsible for labor and social security contingencies, and Seal is incredibly concerned with this. They audit us, they ask for certificates, they ensure that we're delivering invoices. So the client is very demanding when it comes to this issue because the client has co-responsibility. If GPS goes bankrupt, we will have to pay for these accounts, and this has happened in the past. What is happening at present is that the client is changing suppliers. The client has opened a tender process to change supplier, and this is what has happened in these events of judicial recovery in the past. Now, what has happened with Seal is very recent, but the trend, if we base ourselves on the past, is that something similar will happen.

Of course, there will be a significant movement in the market. The tender will continue to be open, and our client and our competitors will participate in that. And it's almost impossible to win these tender processes in judicial recovery processes.

Lucas Nagano
Executive Director and Senior Equity Research Analyst, Morgan Stanley

Thank you. That was very clear. Thank you for your answer.

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

We're now going to open the floor for André Mazzini.

André Mazini
Sell Side Equity Research Director, Citi

Good morning, Marcelo Marita. Thank you. This is André Mazzini from Citi. Two questions about the tax reform, where everything is well advanced. If you could speak about the impacts of the current tax that is pending approval at the Senate. There's a special regime of PIS/COFINS of 3%-6%, which is the core of GPS, and there will be an impact on the clients as well. You can use outsourcing as a cost that you can deduct in your income tax.

Another question regarding acquisitions: You have mentioned you don't see that much competition in the market, but with the drop of interest rates, does it mean the acquisition multiples will increase, or have the interest rates not been that important in these multiples?

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

André, I'm going to speak about the tax reform, and Marcelo will refer to the acquisition multiples. We have been following up closely on what is happening with the tax reform. We carried out an event with our auditing company, and we received very detailed information. Presently, the person of the audit is director of the Secretariat of Tax Reform associated to the Treasury Ministry. So we're quite aware of the proposal. What we have seen is that the effect is well known by everybody. We understand that this effect will cease when there is a proposal of migration in 2027.

We're quite aware of this, because the PIS/COFINS regime will stop existing as it stands today. We will have CBS instead, and this will change the format for calculating income tax, and we already are aware of the impact of this. We have not seen any significant changes at this stage at the Senate. What we are mapping is the impact for our clients. In the case of B2B clients, those who will have integral credit. Of course, the net cost of outsourcing may become quite interesting, but this is a slow process. The transition of the reform will also be a slow process, and the credit they will have at the end is the ISS, tax on service. The argument for the client is that they're taking on the integral payment of taxes. In B2C, the challenge is higher.

The closer the client is to B2C, clients will have more difficulties in transferring prices. We haven't seen any issue specifically outside of those mapped as part of the approval through the Senate.

Marcelo Niemeyer Hampshire
Chief Corporate Officer, GPS Participações e Empreendimentos S.A.

André, besides what Marita has mentioned in the case of Tagg, we're aware of the loss of 0.7% or 0.8% margin. It will become a relevant margin, of course. But there are other beneficial impacts for us. One of the impacts is ISS, that will become cumulative. The client will take credit. This process will end. ISS will stop existing, and 100% of taxation on revenues will be cumulative. This is simply another incentive.

Another factor that we perceived, and that is quite confusing at present, several of our clients, perhaps the majority of our clients, take credits on PIS/COFINS for our services. This does not originate credits for them, and it ends up being a cumulative tax as well. This is another process that will end. The 5% that we charge for them in terms of taxes on revenue will also disappear. This will be important in terms of acceleration. The companies that are called Simples or presumed profit, they now pay lower amounts of PIS/COFINS, much lower than what we pay. But offsetting it, the client that takes credit from their invoices takes the same credit that we pay. We pay 9.25%.

The companies that work with presumed profit will stop existing, and the companies that are called Simples will have a lower taxation rate, but generate less credits for the clients. So the credit generated will be proportional to what they have been paying, and this is an important factor for competitiveness. This has not been altered in the Senate either. We're simply following up on this to see if this will continue on in the discussion of the reform. And when we think about the macroeconomic scenario and the Selic rate, that will have an impact. This year, we had to renegotiate some contracts because of the close of the Selic, and as the interest rate drops, we will be able to pay more, and the effect will be contrary. It will facilitate some negotiations that have come to a stop at present.

With the negotiation of the interest rate, we can increase our multiples.

André Mazini
Sell Side Equity Research Director, Citi

That was very clear. Thank you very much, Marita and Marcelo.

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

We're going to allow Victor Mizusaki to ask his question.

Victor Mizusaki
Senior Equity Analyst, Bradesco BBI

Dave, congratulations for your result. We have two questions. First, going back to the Control and TLSV , which is the addressable market when it comes to maintenance of telephony and electrical energy, and given the entry of GPS, if there could be a change in terms of the contracting of clients? There are several regional companies, and with the entry of GPS, we could have a national player... and things may change with the clients. The second question referring to the antitrust agency, CADE, if the number of advisors in CADE could delay the closing of the operations, not the announcement, but the closing of some operations?

Marcelo Niemeyer Hampshire
Chief Corporate Officer, GPS Participações e Empreendimentos S.A.

Thank you for the question regarding TLSV and Control.

We don't have the figures now, but our perception is that the market is quite large. We had a client from TLSV, a very large client with a high contracting rate in that segment, and TLSV doesn't have 2% of the contracting amount of that client, and that client has a very high contracting rate. Our perception is that this is a highly relevant market, and most of the clients are private. We're running our systems to get to know the operation better, and I believe the coming year will be one of integration and better knowledge of these companies. And as we feel more secure, we're going to speed up the process and disseminate the services in our 30 regional bases. We have almost 30 regional bases, and we have all of them prospecting for these services.

So our expectations are very positive, very high, that we will be able to grow these services throughout Brazil as we consolidate the companies and have a higher degree of knowledge in the operation. What is happening with the antitrust agency? Of course, this has an impact on us. We depend on the antitrust agency, CADE, holding its sessions regarding the projects that are underway. The two that are impacted are Control, and a second one, the two processes that will depend on the resumption of operations so that they can be assessed. For the rest that we have already announced, precedent conditions have already been complied with, and we're simply awaiting the closing. Of course, we're keeping an eye on that.

We cannot change that scenario, and what we have to do in-house is to continue creating opportunities to work diligently, ensuring all the processes are in place, and hoping that the structural issue at CADE will be resolved. We remind you that 100% of our cases at CADE have been based on a summary right, which has been positive, and this ends up speeding up the approval. Well, the approval of Trademark happened in one or two weeks. The approval was extremely fast. We still have not perceived the impact of the problem of these advisors at CADE, but normally, the approval has been very expeditious. Well, Control will perhaps face that specific issue that CADE is not operating well because of its advisors.

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

Mateus Campos has asked a question here in the Q&A. I'm going to read it.

If you could give us your view of which has been the increase of the addressable market in terms of new services, as Marcelo mentioned, in telephony and the electrical maintenance, we still have no visibility. We imagine that it is a relevant market in the case of field marketing, where we have entered through Compart and Trademark. We had already carried out our homework in the past, and the initial estimate of Kearney was of BRL 17 billion, BRL 16 billion. So this is a very characteristic segment where we act. It is fragmented and regionalized, and this is what we have mapped so far. And in coming years, we will work with telephony and the electrical network.

We have Guilherme Costa, who would like to pose a question.

Guilherme Costa
Equity Research Associate, Goldman Sachs

Good morning. Thank you for taking my question. I am from Goldman Sachs. I have two questions.

First, about the transactions of 2023. You gave us more color in terms of why the concentration is in the second half of the year. Can we expect any more for this year? The second question, if you could comment on the rationale of acquiring stakes.

Marcelo Niemeyer Hampshire
Chief Corporate Officer, GPS Participações e Empreendimentos S.A.

Yes, that is very important. Regarding the first question, I would like to answer to all of those who ask me, the year ends when it truly ends. It has not ended so far. So basically, this is my answer. Yes, let's be practical. Guilherme, you reminded me of an important part. We carried out partial acquisitions. We buy, we acquire the control, but we also have the option of buying the rest of the stake with a lock-up of two or three years in the operation. This is a delayed acquisition.

In the case of Control, TLSV, and others, these were partial acquisitions. We acquired their control, and we have the option of buying the remaining shares. We account for this debt of the options, and of course, this is part of our balance, so we can incorporate our debt. We do this because this is a novel segment that we have little operational knowledge about, and this is important to minimize the risk of integration. We have to have the controller, the person who created the company. They know all of the operations, they know all of the clients, and it's very important to do this. It minimizes the risk, and this is why we carry out that partial acquisition. It's a new model, and we're trying to minimize the risk by having the founders at our side.

Guilherme Costa
Equity Research Associate, Goldman Sachs

You also spoke about the possibility of entering the health sector in coming years. Can we expect that you will buy stakes and not 100% of the company? Does this make sense?

Marcelo Niemeyer Hampshire
Chief Corporate Officer, GPS Participações e Empreendimentos S.A.

Yes, because we're speaking of a new segment, and the trend, of course, will be, of course, to acquire the control, but to have the founder by our side. We have been doing this for some time already, and we're convinced that we end up perhaps delivering part of the synergy to the seller. When the seller sells only part, they will sell with better results. Now, the benefit that this adds to us is the risk reduction, but it offsets that loss, that proportional loss of synergy. This is why we work like this. We have already tested this tens and tens of times, and this is a proven model.

And the trend, of course, is for us to work more this way.

Guilherme Costa
Equity Research Associate, Goldman Sachs

Well, thank you very much.

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

An exception, we're coming to the end. We have Marcelo Aldir, who raised a hand. You may proceed with your last question, therefore. Good, we can hear you, Marcelo Aldir.

Speaker 10

As you move forward in the expansion and in the entry into new segments, the complexity of management increases in an exponential way. The question is: How do you intend to plan this process, and which are the management restrictions in this operation? When you think about the coming three years, which would be the main bottlenecks that you identify, and which are the actions, the investment, and creation of new processes or teams that you will have to focus on in the three-year horizon? Thank you.

Marcelo Niemeyer Hampshire
Chief Corporate Officer, GPS Participações e Empreendimentos S.A.

Thank you for the question, Marcelo. This is a very complex question.

We have several factors involved here. We diversify to sectors that, in our understanding, fit into our management model. Now, which is this model? We have a model that has four pillars. The first pillar is our organizational logic that is decentralized. We render services, and we have to be close to the client. That's the first pillar. These are services that are rendered in a decentralized way at our client's home, and because of this, we have 30 regional bases to work close to our clients. The second pillar are the systems. Most of our competitive differential, most of our capacity to obtain more profitability than our competitors refers to that. We have been doing this for 20 years, investing in systems and the IT teams precisely to deliver these tools that are used in the market.

And this includes benefits, requests for benefits, the control of the payroll, the management of the contract result, liquidity of the contract. All of these processes for human resources and others are automated, and this is a very important pillar because it enables us to have higher levels of organization than our competitors. We acquire companies that do have that technical peculiarity, as you mentioned, but that use these same centers. When you look at the activity, the systems are the same. The back office team is the same. The control processes are the same. Benefits, payroll. Our clients, our competitors, get somewhat lost in this, not in the operations with the client.

They get lost in the management of this Brazilian environment that is highly complex, with an incredibly high number of variables, and they're unable to get organized in this sea of complexity, and we are able to get better organized through our systems. This is the second pillar. The third pillar is the logic to follow up on results. Our model is decentralized. We trust in 500 contract managers to manage the relationship with the client and to generate results. We acquire companies that fit into that dynamic of follow-up. That's a second reason why we're able to make our contracts more profitable, because each of our contract managers are fighting for cents in the contract, so this also fits into our management model. We allocate a contract manager to handle the relationship with our client. And finally, the last pillar is meritocracy.

It demands a great deal from our team. The life of our contract manager ends up being complex. They're entrepreneurs. They have entrepreneurial responsibility, and this is what we demand from them. So that the model can operate, we have to maintain those managers within the company 'cause it takes years to train them. We cannot lose these talents, this mass of entrepreneurs, and to engage these people in the long term, we have to show them that they have to fight day after day, they have to perform, and they're going to become rich by working in the company. We are able to show that to our team in a very tangible way through our meritocracy program.

One, the share of results, we share 25% of the net profit, and through our model of congregation, where a select group of people acquire shares from the company with a 10% discount, vis-à-vis the price over the counter. And this shows our team in a very clear fashion, that despite the day-to-day complexity and despite the daily challenges, if they perform, they will become strong and become wealthy at GPS. This will happen. 95% of our managers come from that base of contracts, and we buy companies that offer services that are in accordance with these four pillars. This isn't the main factor. The main factor of complexity with competitors is not the operational activity. It is managing this highly complex environment of information, and this works very well in all of our businesses.

We scale up this ecosystem based on these four pillars to all of our businesses, and this is the beauty, this is what motivates us to enter other sectors.

Speaker 10

Okay. Very well. Thank you very much.

Marita Bernhoeft
Director of Investor Relations, GPS Participações e Empreendimentos S.A.

Thank you, Marcelo. Thank you, Marcelo. We've gone beyond our time. We would like to thank all of you for your attendance, and as you know, we're always at your disposal for any doubt. We would like to conclude our conference call here. Thank you once again.

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