Ser Educacional S.A. (BVMF:SEER3)
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M&A announcement

May 31, 2021

Operator

.com/i. The access to the audio and slides of the webcast will also be available at tablet and smartphones with Android iOS. The event will be available right after and for a week. Before continuing, we would like to clarify that statements made during this conference call relative to Ser Educacional business prospects, operational and financial projections and goals are beliefs and assumptions of the company's management and are based on information currently available.

Forward-looking statements are not guarantee of performance. They involve risks, uncertainties, and assumptions because they refer to future events and therefore depend on circumstances that may or may not occur. Investors should understand that general economic conditions, industry conditions, and other operational factors may affect the future performance of Ser Educacional and lead to results that will be materially different from those expressed in such forward-looking statements. Now, we would like to give the conference over to Mr. Jânyo Diniz, CEO, who is going to start the presentation. Mr. Diniz, please.

Jânyo Diniz
CEO, Ser Educacional

Good afternoon, everyone, and thank you very much for your attendance in the conference call to talk about the acquisition of FAEL, Faculdade Educacional da Lapa, for which we signed the purchase and sale agreement this weekend, and which is still pending on the approval of CADE, the Brazilian antitrust authority. Now, moving straight to slide five, we can see a brief summary of the institution. FAEL is one of the leading educational institutions in Brazil and is dedicated to offering percent online higher education courses through a network of more than 600 partner centers spread throughout Brazil. Less than 180 km from the capital, Curitiba.

FAEL has about 90,000 students, and its network has a very diverse distribution in Brazil, which together to more than 50% of the students. As you may notice, this is a very complementary institution to Ser Educacional. Together, based on March 2021, we will reach a student base of more than 300,000 students, which will be a milestone for our company because of the number of students and for giving Ser Educacional a truly countrywide footprint. On slide six, we detail another important complementary feature. FAEL is fully dedicated to the management of digital educational centers, and I believe this will be one of the greatest strategic synergies of this transaction. The digital education segment today has three relevant authors. Through own units, online sales, and through partner centers.

We have grown a lot in the first two modalities in recent years, but although we have more than 400 hubs in operations, this segment represents only about 20% of the student base of digital education. Since last year, we have been evaluating different strategic alternatives to further strengthen us in this modality. Of course, distribution at FAEL, we offer partner centers. That is the heart of the companies and represents 98% of the student base. This is because now we are going to hear a founder, Luiz Silveira Filho, who will be in this conference with us, and he will explain and talk about all these possibilities of significant growth of our student base. Thank you very much, Luiz. Please, you may continue your presentation.

Luiz Silveira Filho
Founder, FAEL

Thank you, Jânyo. Hello, everyone. It is a pleasure to be here in this conference call. My name is Luiz Carlos. I am the founder of FAEL. FAEL works in distance education in Brazil. We have been a major college until today, and we have a model based on partnerships with many hubs and also live educational. We treat all our partners as if they were our true partners in our association.

We have a structure that we built and all the way we operate based on performance of these hubs, in addition to all the care we have with the relationship with them, because we know that it is through these hubs that our students have contact with us. They are very important for us to reach places that very few organizations can reach. We are sure that with the strength of Ser Educacional, we will be even stronger at reaching even more distant locations in Brazil.

On slide number seven, you can see that FAEL's student base is complementary to what Ser has. All our courses are distance education courses. We have great strength and capillarity, especially in the South and Southeast. All the structure that we have built for decision making is very fast and also for monitoring. This provides strength for us to rapidly decide how to compete with all other organizations, and this is one of our strengths.

Additionally, the structure that we have for distant education that is proprietary technology, all our teachers and everyone. We have been working along all these years to be a plug-and-play platform so that our platform could be adapted to any sort of content. In this manner, I think we will be able to get further than any other of our competitors. We can see that FAEL, in any location, is a fair competitor with any other organization. Now, I would like to give the floor to João Aguiar.

João Aguiar
CFO, Ser Educacional

Thank you, Luiz. Now moving to slide eight, you can see a summary of the transaction. It is quite simple. There is a cash payment of BRL 208 million made in the closing, which has as its main preceding condition, the approval by CADE, which we believe will occur as early as in the fourth quarter of 2021. Then after adjustment of working capital and net debt as usual in transactions of the debt-cash free format. In addition, we have earn-out to be paid to the founding shareholder of BRL 17.5 million based on stipulated targets are basically aimed at maintaining FAEL's growth for another two years and implementation of its operational model in Ser's network of hubs.

We have a minimal cash considering our cash with good EBITDA conversion. Moreover, our additional cash for the growth will be supplied with credit available to the company through first-line funding organizations. Now, moving to slide 10, we have a summary table of what the combined companies will be in December 2020, showing that Ser Educacional along with FAEL will be a relevant player in digital education with more than 140,000 students. These numbers do not contemplate the significant growth taking place in 2021 as additional digital education will become relevant in our results, representing almost 20% of our revenue, which is in line with our strategy of having a greater share of the digital education segment in our results in medicine, which are the objectives of previous presentations.

Finally, I would like to point out that the combined companies have ample operating margin expansion capacity because FAEL still has double-digit margins, where Ser operates in this segment with margins above 30%. In this sense, our both synergies, only talking about cost and expenses of this transaction in our vision was priced below 8x EV/EBITDA, which we consider interesting given that we are not computing any synergy of expansion of the revenue base and the average ticket. These are my comments about the financial aspects of this transaction. I will give the floor to Joaldo for our final considerations.

Joaldo Diniz
Director of Innovation and Services, Ser Educacional

Thank you, Aguiar. Hello, everyone. I am Joaldo Diniz. I am responsible for the Department of Services. In this area, we also have a cell focusing on student experience. Again, considering the importance that we assign to this theme and because of the transformation in the education segment. Moving to slide 11, you can see the transaction, which is different from the other transactions we have announced.

The acquisition of FAEL opens a series of new transactions with the aim of maximizing our footprint and our digital ecosystem, which will be fundamental for the success of the strategy of creating multiple offers in education. This is related to Ubíqua that delivers synchronous and asynchronous in-person or remote experiences based on the relationship between education and learning. It is also related to our modernized matrix, where we have a Lego brick system in offering in all our commercial channels.

In addition to our traditional models, we have new models for continuing education, non-regulated model of free courses that we expect to distribute in our digital channels, including social networks, massive e-commerce, and our marketplace, GoKursos . In that way, we are integrating email and messages and delivering our products in our continuing education, such as Curso and Viduca.

In this manner, we consider client integration as the possibility of delivering a full portfolio of courses, and the brand will have access to the same distribution platform. It will also have a complete line of health and engineering courses and will provide increasing margins in our penetration in the interior of Brazil. Ser, in turn, will start operating its network of hubs based on FAEL's model, and this will enhance the growth of our student base in regions where our brand are strong, creating an avenue of the student-based growth, making us more competitive than before. Now, I would like to give the floor to our CEO.

Jânyo Diniz
CEO, Ser Educacional

Thank you. Now complementing what Joaldo was saying, the strategic rationale for this transaction, in addition to regional differences in complementing the hubs for the North and Northeast, the main strength of Ser Educacional in the South and Southeast, to add more hubs, and in this manner, we are going to have more than 100 poles, and this provides proven success with cost gain with the acquisition of customers.

In this manner, this transaction, as soon as it is approved by CADE, it has a transformational possibility, and this will change the capacity. Reducing and diluting the cost structure of customer acquisitions and back office. Even better, we will have a healthy leverage and well-positioned to make the most of new opportunities that might come up. I would like to close for our Q&A session.

Operator

Thank you. We are now going to start our questions and answers session. If you have any question, please press star one. If your question is answered, please press star two to take your question from the list. As a reminder, you may ask questions through the webcast in the companies platform. Our first question comes from Mr. Leandro Bastos from Citibank.

Leandro Bastos
Analyst, Citibank

A little bit about this national strategy. How are you thinking? Further on, and how are you going to do this? There are some places where your brands are now strong. How are you going to operate now on? What is your strategy going to be with that regard? Now talking about the broader track of acquisitions of the company. Are you going to have new M&As, and what can we expect in terms of further acquisitions?

Jânyo Diniz
CEO, Ser Educacional

Ser Educacional is a company that has a very good strategy, and it has a strength of the brand. Locally, we attract new students at a more competitive cost. FAEL, as it has been said before, it has more than 600 hubs throughout Brazil, and each of those hubs is about 150 km away from each other. So it is very strong in the South and Southeast and Central West. So FAEL will complement our portfolio of brands in this manner, expanding our footprints to the entire country. We already have some presence in the Northeast and North, a little presence in the Central West, and almost non-existent in the South.

The capillarity and the existence of hubs will turn us into competitors with strong brands all over Brazil. As to M&A, we have a pipeline of M&As that is still very considerable in many different areas to complement our digital education ecosystem. We are strengthening our position both in terms of free courses and in online courses as we did with FAEL. We also have in-person courses with strong local brands, which will boost our position and facilitate attracting new students for distance education. So we still have space, and we still have any M&A initiative in our pipeline.

Leandro Bastos
Analyst, Citibank

Thank you, Jânyo.

Jânyo Diniz
CEO, Ser Educacional

Thank you very much. Have a good afternoon.

Operator

Our next question comes from Marcelo Santos from JP Morgan.

Marcelo Santos
Analyst, JPMorgan

Good afternoon, everyone. Thank you for taking my question. Can you talk about the margin gap between FAEL and Ser Digital and what we can expect with that regard in the future? Can you give us more details about FAEL's hubs? I would like you to give us a little bit more detail. Thank you.

João Aguiar
CFO, Ser Educacional

Hello, thank you for your question. This is Aguiar answering your question. FAEL's model, as you saw in the presentation, is in the low two digits. So I think that in approximately two years, we can double FAEL's margins considering what Ser is already doing and Ser's current margins. So in terms of cost and expenses, we will be able to rationalize that. And we also can attain revenue synergies, so we can implement in FAEL's operations in the area of health and engineering, because they have higher tickets. Considering all of this in the next few years, we are hoping that the margins and EBITDA will double in the next two years.

Operator

Thank you very much. Next question comes from Vinicius Ribeiro from UBS.

Vinicius Ribeiro
Analyst, UBS

Good afternoon, everyone. Thank you very much for taking my question. Share with us FAEL's performance in recent years, their pricing strategy. A question that has already been asked. This operation model of distant education with third-party hubs. When are you going to roll this out? When should we think about your hub footprint based on this model of operation?

João Aguiar
CFO, Ser Educacional

Just before answering Marcelo's question about the hubs and the footprint. Can you hear me well? The compensation model in itself is not so different. The issue is the focus on how processes are designed in order to serve those.

This is a model in which the hub is the center of the business. It is the hub. Many things are designed in order to the needs of those hubs and with fully dedicated processes. This is different because we have created our model. We started from the in-person model and the strength of sales. Even though we created a structure of hubs, they have had that model focused. In the methodologies that FAEL has, and that we liked very much the way they work. We want to converge everything so that we can pick the best of both worlds. In the last three or four years, and especially after the acquisition, started to come into the operational. You heard a little bit about the past revenue growth around in the low two digits, more than the double of EBITDA growth between 2019 and 2020.

As far as we know, we have not closed it yet. This is very preliminary, but 2021 results have been evolving well, but we are only going to have details on that when CADE approves the transaction so that we will not be exposed to block any future transactions.

Vinicius Ribeiro
Analyst, UBS

The second question. Is the idea to have a rollout for this third party hubs. How are you going to do that? What is your idea?

João Aguiar
CFO, Ser Educacional

This will be with us. He will continue working with us. As soon as CADE approves one of the tasks in addition to the integration process using back office is the integration process, production of content. FAEL produces content and to transform a little bit of the model in Ser hub in terms of attraction of students. We think that this is going to be normally transposed within two years.

Operator

Thank you very much. Our next question comes from Luca Blandini, from Bradesco.

Luca Blandini
Analyst, Bradesco

Hello, good afternoon. My question is related to the marketing strategy of the two companies. With the target audience, how have you been addressing this customer? Are you doing it similarly to FAEL? Do you see synergies in terms of customers or similar customers to be able to sell their products in FAEL's customer base?

Jânyo Diniz
CEO, Ser Educacional

I will start and Luiz will help. Luiz is an expert in FAEL's attraction of students, and they have a marketing strategy that is very robust. The idea, especially in terms of digital courses, there is a synergy, especially in terms of the student base. I am not just talking about regulated courses. We have engineering and health courses, but the whole portfolio of products that is going to be offered that are part of Ser Educacional's ecosystem.

Historically, our target audience for distance education has always been working people, and this has changed since last year. We have had a significant growth because of the pandemic, but the market also opened for digital education because they realized that this is an alternative. In this manner, we operate especially in small towns with the same kind of audience, and for this reason, we can take our model of work and relationship with Ser's hubs. They are very similar to everyone who works within the education hubs in Brazil. We have a product portfolio that we could not cater or cover the entire network, but now we can. Attraction of students is basically cheaper in our model. Because all types of costs will be there. We have a very reduced cost of portfolio when we compare to the competition.

Luiz Silveira Filho
Founder, FAEL

Now with Ser Educacional, we worked with the same needs, but they can be enrolled now in courses that we didn't have before. We work point on point, location by location every day out in the streets, and this is going to remain the same. In addition, obviously, to Ser's strengths in the locations where we were weaker.

Operator

Thank you very much. Our next question comes from Victor Tomita from Goldman Sachs.

Victor Tomita
Analyst, Goldman Sachs

Good afternoon. Thank you for taking my question. The first one is whether you could talk a little bit more about other of FAEL's technological platforms and how different they are from Ser's digital education, and are you going to adapt other platforms that FAEL may have?

The second question on our end is also about the hub management model of FAEL and how much autonomy they have in our commercial strategy and the coordination of these aspects with FAEL.

Jânyo Diniz
CEO, Ser Educacional

Thank you very much. I think Joaldo and Luiz can talk a little bit more about technology. Then I can talk a little bit about the commercial aspects of the hub management. Talking a little bit about the LMS, we're still detailing all platforms and assessing all types of synergies that we are going to have. Obviously, just as we did in other acquisitions, we are going to have what FAEL has, the best that they have, and also the best of Ser will be used. One LMS with our own development, with development of satellite systems around it. We can have a more detailed analysis.

Luiz Silveira Filho
Founder, FAEL

After the analysis, we will be able to decide what will be the LMS within this platform and within this ecosystem as a whole. As to the autonomy of the hubs, we have developed with Ser very aggressive work through our CRM in using autonomy for all hubs that they can consume content to be trained and to decide in the right way the best type of discount and pricing in each region, regardless of the competitor. All our work in terms of training hubs and giving them real-time information has been very helpful in recent years. There is also internal work with specific development for each one of the hubs. FAEL, through its marketing center, can develop exclusive pieces specific for each one of the regions, working differently on tests and contents in different regions.

The courses are the same throughout Brazil with a local touch when we talk about the marketing campaign pricing. This is decided by our local hub together with our commercial consulting. We have consultants working throughout Brazil based on market research to know what the prices of the competition are. We do that every day and every night. It starts in January, goes to December 31st every year.

We always review what the campaign is going to be like for each one of the hubs and seeing the prices they can operate. Of course, in that time of work and enrolling students, the hub decides that together with the consultants, because that is the best way of working on marketing at the front end, and how we got from 10,000 students a few years ago, now we have 90,000 students. We are the best case in terms of growth of number of students enrolled in Brazil.

Operator

Thank you very much. Our next question comes from Lucas Xavier from the Webcast.

Speaker 11

Once approved by CADE, when are you going to start to publish the integrated numbers for Ser Educacional?

João Aguiar
CFO, Ser Educacional

This transaction is said to be an ordinary proceeding. It usually takes about 120 days. I believe that on the fourth quarter, at least partially, FAEL will be consolidated in our results if we have CADE approval.

Operator

As a reminder, if you want to ask a question, please press star one on the companies' platform. Please wait while we poll for questions. If there are no further questions, we now end our Q&A session. I would like to give the word back to Mr. Jânyo Diniz for his closing remarks.

Jânyo Diniz
CEO, Ser Educacional

I would like to thank everyone for taking part in another conference call about the acquisition of FAEL by Ser Educacional. My message is that what this acquisition represents to Ser Educacional group, not just in terms of complementary strategy, in terms of geographical footprint, region, commercial strength, attraction to students, and also in product portfolio, and above all, the increase of Ser Educacional hub base to more than 1,000 hubs. Our student base today is 80% in our own hubs and 20% in third-party hubs. Additionally, FAEL has a potential of increasing margin, which is significant. FAEL's margins, once integrated, can get to similar margins or similar to Ser Educacional.

We are very excited with an expectation that so soon as CADE approves the operation, and we think they will approve in Q4, the joint model will be in operation with both companies working together with significant potentials. Today, the potential base of Ser Educacional would double with the two of them operating together. We are sure that they will be very representative of the total student base, making us one of the leading education players and digital education players in Brazil. We are available to answer any further questions you may have. Thank you very much.

Operator

The conference call of Ser Educacional has now ended. We thank you very much for your participation, and we wish you a good afternoon.