Conference Call Transcript Material Fact Anhanguera Educacional (AEDU11 BZ) June 14th, Operator:

Transcription

1 Good morning ladies and gentlemen. At this time we would like to welcome everyone to Anhanguera s conference call. Today with us we have Mr. Ricardo Scavazza, Chief Executive Officer, and Mr. José Augusto Teixeira, Chief Planning and Investor Relations Officer. We would like to inform you that this event is recorded and all participants will be in a listen-only mode during the Company s presentation. After Management s remarks, there will be a question and answer session for analysts and investors. At that time further instructions will be given. Should any participant need assistance during this call, please press *0 to reach the operator. Before proceeding, let me mention that forward-looking statements will be made under the Safe Harbor of the Securities Litigation Reform Act of Forward-looking statements are based on the beliefs and assumptions of the Company s management and on information currently available. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur in the future. Investors should understand that general economic conditions, industry conditions and other operating factors could also affect the future results and could cause results to differ materially from those expressed in such forward looking statements. Now, I will turn the conference over to the Chief Executive Officer, Mr. Ricardo Scavazza, who will begin the presentation. Mr. Scavazza, you may begin your conference, sir. Good morning everyone. Welcome to our conference call to comment on the recent transaction on Microlins, our vocational training business. Anhanguera and José Carlos Semenzato, Anhanguera s partner at the vocational training business Microlins have sold 100% of the company to be Multi Brasil. Multi Brasil is the largest operator of language and vocational training schools in Brazil with over 2,000 schools on language training and vocational training. Anhanguera, just to remind participants in the call, Microlins was a company where Anhanguera had a minority stake of the 30% in partnership with Mr. José Carlos Semenzato. Microlins was consolidated on Anhanguera s results, representing 5% of our net revenues in The strategy for investing in Microlins was connected to a strategy of recruiting vocational training students to our undergraduate level programs. Microlins operated as an independent company, there was no back office or any administrative integration with Anhanguera. This transaction was concluded this Friday. Anhanguera received R$33.7 million for its 30% stake on Microlins. At the time of the investment in 2008, the valuation on the 30% stake was R$25 million, so there was a 33% gain on this investment. In addition, Anhanguera will also receive a payment of R$32.7 million for the debenture it held in Microlins. This was a debenture for five years which is being prepaid at the 1

2 closing of the deal, it was done a payment of R$10 million at the closing on Friday, and another R$22 million will be paid in six months. Anhanguera will continue the strategy to pursue cross-selling initiatives with Microlins as agreed with the group Multi Brasil, and we will also develop new initiatives for cross selling with other brands of Grupo Multi Brasil, as well as it will now focus on the development of its own vocational training programs at its campuses and learning centers. Anhanguera already has a small offering of vocational training programs at its campuses, it was focusing more on the development of this category of programs through Microlins, and now it will turn its focus on developing such programs on its existing campuses and learning centers. We also would like to highlight that with the sale of Microlins, Anhanguera keeps its guidance for 2010 unchanged, so we do not think that this transaction should affect our ability to deliver the R$240 million of EBITDA guidance for So that concludes the short comments on the transaction and we open for questions. Alex Pizano, Bank of America Merrill Lynch: Hi. Thank you. A quick question on the debenture, back in 2008 when the acquisition was made, you guys disclosed a debenture totaling R$25 million, I would like to know if what you are getting back here, the R$32.7 million is only regarding the prepayment of that stake of the debenture that was done back there or where there additional debentures issued from Anhanguera to Microlins in the meantime. Thank you. At the time of the closing there was a R$25 million debenture. As per the investment agreement, there was an additional R$10 million, getting it to a principal of R$35 million, there was a small payment of principal getting it down to R$32.7 million which was the outstanding value at the time of the closing. Alex Pizano: OK. And if I may just an additional question, could you disclose how relevant was the cross selling from Microlins into Anhanguera right now and how is this going to be structured going forward between Microlins with Anhanguera or with Wizard and Anhanguera going forward? Thank you. Yes, the cross-selling initiatives comprised advertising Anhanguera s programs to Microlins students and also advertising Microlins programs to Anhanguera s students and also promotional prices back and forth between Microlins and Anhanguera. The actual results of these initiatives on our intakes up to now were very small, but we intend to continue to carry such initiatives expanding these initiatives to other Multi Brasil brands, so we will structure promotions of Multi Brasil programs that Anhanguera campuses and learning centers were working with that together with Multi Brasil and we tend to have initiatives in that regards continuing with Multi Brasil. But I would say that it was not a meaningful impact on our intakes up to now. 2

3 Alex Pizano: OK. Thank you. JC Santos, BTG Pactual: Hi, good morning everyone. So, Ricardo, actually Pizano did the whole very good questions about the selling stake, I am just wondering if you could take the opportunity to explore a little bit how you see the intake process going forward and the implementation of the FIES program, if we have any update on that. Thank you very much. Hi, JC. We are very early in our intakes for the midyear, but I can say that we are very optimistic with a very good start for the process. What I can say up to now is that it has been a stronger growth year over year compared to the beginning of the year, so up to now a very positive outlook on the midyear intakes. On the FIES, we are still waiting for the first group of students approved by the FIES, but we are getting a very strong interest in our student base and it is a number of students applying than is growing strongly every day, but we are still very early on the process and we do not have a number of approved students yet to tell you. But it is also another front, we are very excited with the strong response that we are getting from students and the number of applicants really accelerating every day. JC Santos: That is great, Ricardo. And if you could just add, I do not know if you have any idea of how many out of those students that you are going to have in the intake process in the midyear, do you have an idea of how many of them would eventually come from the FIES program, how would be like the penetration of the FIES program in the students that you are expecting to have in the midyear process? It is difficult, because it is a new experience for us and the industry. What I can say is that in the early results that we were just commenting on, they do not come from FIES, they are students that are not coming through FIES. And we are seeing that the number of applicants that we were seeing comes initially from our existing student base, so existing students that are applying to FIES. We believe that the number of freshmen that will apply to the program will come later on down the process where a portion of the newcomer students will apply to FIES. The way the process works is you need to first enroll at the school and then apply, the application comes after you confirm your enrollment at the institution, so it only comes later. But I do not think that we are yet in these early numbers that we have commented on seeing the impact of FIES, I think it is just the demand from new regular students that are coming in pretty strong at this midyear. 3

4 JC Santos: That is great. Thank you very much, Ricardo. Taryn Silvestre, Credit Suisse: OK. Good morning everyone. My question is regarding the EBITDA of Microlins, can you please disclosure the EBITDA of this operation in 2009 and in the 1Q of this year, please? Thank you for your question. We disclosed the EBITDA of Microlins as for the acquisition of Microlins back in 2008 as R$12 million. For 2009 and 1Q10, it was not our policy to disclose results and as per our agreement with Multi Brasil, we agreed not to give more detail on the valuation of the deal than we did at the release that we put out. So we are only going to give the EBITDA of 2008 which we have already disclosed. Taryn Silvestre: OK. Thank you. Tyler Brown, Artha Capital: Would you mind disclose, I do know if you can disclose this or not, but I just would like to know a bit more as to why strategically it made sense to sell now and just a bit more color on kind of the rational of entering vocational business was when the acquisition first took place and kind of what has changed in your mind strategically since then to make you want to sell your stake. Hi, Tyler. Thank you for your question. The rational for investing in Microlins back in 2008 was to develop these cross-selling initiatives. It was never the case that Microlins was to be a relevant cash and result contributor to the Company, so it was never a driver of our results but it was more a strategic move toward developing the crossselling initiatives since vocational training is a level that is immediately prior to the higher-education level. It was interesting to try to use this as a strategy to drive income students to the higher-education level which is our core business. We had plans to eventually acquire the remaining 70% of Microlins, it was not something that we were ready to do at this point. We received an offering which was unsolicited for the acquisition of 100% of the business, we were not pursuing actively the sale, the interest from Multi Brasil came and we had to decide whether to buy the remaining 70% or to sell together with José Carlos Semenzato as per our shareholders' agreement. So we thought it was a very interesting situation where we were able to maintain this commercial relationship with Microlins and now extend it to Multi Brasil as a whole. Multi Brasil is the largest holding of franchise businesses on the language training and vocational training in Brazil. So we are very excited with the alliance and new initiatives 4

5 that we can develop with Multi Brasil. And we were able to get a cash contribution that will give us resources to invest and focus on our core business. Tyler Brown: OK. Thanks. This concludes the question and answer session. At this time I would like to turn the floor back to Mr. Ricardo Scavazza for any closing remarks. Thank you everyone for participating. And of course we are available for further questions, please, if you guys have any more questions, get in touch with us. Thank you, and have a nice day. Thank you, sir. This thus concludes today's presentation. At this time you may disconnect your lines. Thank you, and have a nice day. This document is a transcript produced by MZ. MZ uses its best efforts to guarantee the quality (current, accurate and complete) of the transcript. However, it is not responsible for possible flaws, as outputs depend on the quality of the audio and on the clarity of speech of participants. Therefore, MZ is not responsible or liable, contingent or otherwise, for any injury or damages, arising in connection with the use, access, security, maintenance, distribution or transmission of this transcript. This document is a simple transcript and does not reflect any investment opinion of MZ. The entire content of this document is sole and total responsibility of the company hosting this event, which was transcribed by MZ. Please, refer to the company s investor relations (and/or institutional) website for further specific and important terms and conditions related to the usage of this transcript. 5