Month: November 2024

• Strong progress on the strategic priorities announced last quarter centered on synergies, digitization, advanced analytics, network expansion and wireless, as well as transforming our radio business.
• Successfully completed the combination of our Canadian and U.S. telecommunications teams.
• Signed strategic partnerships to enable an upcoming launch of wireless services in Canada, in a capital-efficient manner as an MVNO.
• Met or exceeded all financial guidelines set for fiscal 2024; issuing fiscal 2025 financial guidelines.
• Increasing quarterly eligible dividend by 8.0% to $0.922 per share.

MONTRÉAL, Oct. 31, 2024 /CNW/ – Today, Cogeco Inc. CGO (“Cogeco” or the “Corporation”) announced its financial results for the fourth quarter ended August 31, 2024 and is issuing its fiscal 2025 financial guidelines.

“Fiscal 2024 has been a year of tremendous progress for Cogeco,” said Frédéric Perron, President and CEO. “Over the last six months alone, we set clear priorities to achieve sustainable growth, launched wireless in the U.S., assembled the building blocks to launch wireless in Canada as an MVNO, successfully combined our Canadian and U.S. organizations and refreshed our executive team. The recently completed restructuring, which simplified our operating model, was the first phase of a structured three-year program. We are now in a position to accelerate our digital capabilities, drive bundling across wireline and wireless, and continue to optimize our operations for ongoing growth and value creation.

“Our Canadian telecommunications business continued to perform well in Q4, driven by growth of our Internet subscriber base through Cogeco Connexion, oxio, and our network expansion program. We’re particularly excited about our oxio brand’s performance as its digital model has not only become a growth engine for the organization, but has also become a model for key transformation initiatives within the Corporation more broadly.

“In the U.S., the launch of Breezeline Mobile provides customers even more compelling reasons to bundle their services with us. Our Internet-led strategy and focus on operational efficiency contributed to another quarter of strong margin growth.

“While competitive dynamics in the radio advertising market remain challenging, many of Cogeco Media’s radio stations remained high in the ratings again this quarter. Furthermore, our digital advertising solutions continue to provide a growing contribution to our overall revenue.

“Over the past year, we have maintained our balanced approach to allocating capital to growth initiatives including network expansion, product improvements, and a capital-light approach to growing wireless services in both countries, as well as returning capital through an increased dividend and share buybacks, all while progressively reducing our leverage. We will continue with our balanced approach in fiscal 2025 and with that, we are delighted to announce an increase in our quarterly dividend per share to $0.922.”

Consolidated Financial Highlights

Operating results

For the fourth quarter of fiscal 2024 ended on August 31, 2024:

• Revenue remained stable at $768.7 million. On a constant currency basis⁽²⁾, revenue decreased by 1.0% due to a decline in revenue in the American telecommunications segment and in the media activities, offset in part by revenue growth in the Canadian telecommunications segment, as explained below.
  • American telecommunications’ revenue decreased by 2.3% in constant currency (remained stable as reported), mainly due to a decline in its subscriber base, especially for entry-level services, and a higher proportion of customers subscribing to Internet-only services. The decline was offset in part by higher revenue per subscriber and a better product mix resulting from improving subscriber metrics.
  • Revenue in the media activities decreased by 10.1% as competitive dynamics in the radio advertising market remain challenging.
  • Canadian telecommunications’ revenue increased by 0.8%, mostly driven by the cumulative effect of high-speed Internet service additions over the past year, including from network expansion projects, as well as the Niagara Regional Broadband Network acquisition completed on February 5, 2024.
• Adjusted EBITDA increased by 5.5% to $371.2 million. On a constant currency basis, adjusted EBITDA increased by 4.2%, mainly due to higher adjusted EBITDA in both the Canadian and American telecommunications segments, driven by cost reduction initiatives and operating efficiencies across the Corporation as a result of our ongoing transformation program, in addition to revenue growth in the Canadian telecommunications segment.
  • Canadian telecommunications adjusted EBITDA increased by 3.8%, or 4.0% in constant currency.
  • American telecommunications adjusted EBITDA increased by 5.2%, or 2.4% in constant currency.
• Profit for the period amounted to $81.4 million, of which $19.2 million, or $1.99 per diluted share, was attributable to owners of the Corporation compared to $90.5 million, $29.2 million, and $1.87 per diluted share, respectively, in the comparable period of fiscal 2023. The decreases in profit for the period and profit attributable to owners of the Corporation resulted mainly from higher depreciation and amortization expense and non-cash pre-tax impairment charges of $15.2 million recognized during the quarter mostly in relation to strategic partnerships to facilitate the development of wireless services in Canada under a capital-light operating model, partly offset by higher adjusted EBITDA and lower financial expense.
  • Adjusted profit attributable to owners of the Corporation⁽³⁾ was $25.6 million, or $2.65 per diluted share⁽³⁾, compared to $33.0 million, or $2.12 per diluted share, last year. The increase of adjusted diluted earnings per share over last year reflects the benefit of the Corporation’s share buybacks.
• Net capital expenditures were $154.6 million, a decrease of 13.4% compared to $178.5 million in the same period of the prior year. In constant currency, net capital expenditures⁽²⁾ were $152.3 million, a decrease of 14.7% compared to last year, mainly resulting from lower spending due to the timing of network expansion projects in both the American and Canadian telecommunications segments, in addition to drawdowns of previously accumulated customer premise equipment inventory in the American telecommunications segment.
  • Excluding network expansion projects, net capital expenditures were $97.7 million, a decrease of 32.9% compared to $145.6 million in the same period of the prior year. In constant currency, net capital expenditures, excluding network expansion projects⁽²⁾ were $96.0 million, a decrease of 34.1% compared to last year.
  • Fibre-to-the-home network expansion projects continued in both Canada and the United States by adding close to 58,000⁽⁵⁾ homes passed during fiscal 2024, of which close to 14,000⁽⁵⁾ were in the fourth quarter.
• Acquisition of property, plant and equipment decreased by 24.5% to $156.6 million, mainly resulting from lower spending.
• Free cash flow⁽¹⁾ increased by 63.9%, or 63.4% in constant currency, and amounted to $143.1 million, or $142.6 million in constant currency, mainly due to lower net capital expenditures, higher adjusted EBITDA and lower financial expense. Free cash flow, excluding network expansion projects⁽¹⁾ increased by 66.4%, or 65.5% in constant currency, and amounted to $200.0 million, or $198.9 million in constant currency.
• Cash flows from operating activities increased by 14.9% to $326.7 million, mainly from the timing of payments of trade and other payables and higher adjusted EBITDA.
• At its October 31, 2024 meeting, the Board of Directors of Cogeco declared a quarterly eligible dividend of $0.922 per share, an increase of 8.0% compared to $0.854 per share last year.

FISCAL 2025 FINANCIAL GUIDELINES

Cogeco released its fiscal 2025 financial guidelines. Fiscal 2025 will be the first year of a three-year transformation program, where investments are made in order to set the Corporation on a path to sustainable growth. On a constant currency basis, the Corporation expects fiscal 2025 revenue to remain stable resulting from a combination of Internet subscriber growth and a decline in video and wireline phone subscriptions. On a constant currency basis, fiscal 2025 adjusted EBITDA is anticipated to remain stable, mainly due to stable revenue as well as stable operating expenses, which are anticipated to benefit from the recent corporate reorganization and other operational improvements, offset by investments into new capabilities as part of a three-year transformation program. Net capital expenditures are anticipated to be between $660 and $735 million, including net investments of approximately $140 to $190 million in growth-oriented network expansions, which will increase the Corporation’s footprint in Canada and the United States. Free cash flow and free cash flow, excluding network expansion projects, are expected to decrease between 0% and 10% due to stronger than anticipated free cash flow in fiscal 2024, continued growth-oriented investments, and higher financial expense and current income tax.

These financial guidelines, including the various assumptions underlying them, contain forward-looking statements concerning the business outlook for Cogeco, and should be read in conjunction with the “Forward-looking statements” section of this press release.

Financial highlights

 

Forward-looking statements

Certain statements contained in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to Cogeco Inc.’s (“Cogeco” or the “Corporation”) future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as “may”; “will”; “should”; “expect”; “plan”; “anticipate”; “believe”; “intend”; “estimate”; “predict”; “potential”; “continue”; “foresee”, “ensure” or other similar expressions concerning matters that are not historical facts. Particularly, statements relating to the Corporation’s financial guidelines, future operating results and economic performance, objectives and strategies are forward-looking statements. These statements are based on certain factors and assumptions including expected growth, results of operations, purchase price allocation, tax rates, weighted average cost of capital, performance and business prospects and opportunities, which Cogeco believes are reasonable as of the current date. Refer in particular to the “Corporate objectives and strategy” and “Fiscal 2025 financial guidelines” sections of the Corporation’s Fiscal 2024 annual Management’s Discussion and Analysis (“MD&A”) for a discussion of certain key economic, market and operational assumptions we have made in preparing forward-looking statements. While management considers these assumptions to be reasonable based on information currently available to the Corporation, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what Cogeco currently expects. These factors include risks such as general market conditions, competitive risks (including changing competitive and technology ecosystems and disruptive competitive strategies adopted by our competitors), business risks, regulatory risks, tax risks, technology risks (including cybersecurity), financial risks (including variations in currency and interest rates), economic conditions (including inflation pressuring revenue, reduced consumer spending and increasing costs), talent management risks (including the highly competitive market for a limited pool of digitally skilled employees), human-caused and natural threats to the Corporation’s network (including increased frequency of extreme weather events with the potential to disrupt operations), infrastructure and systems, sustainability and sustainability reporting risks, ethical behavior risks, ownership risks, litigation risks and public health and safety, many of which are beyond the Corporation’s control. Moreover, the Corporation’s radio operations are significantly exposed to advertising budgets from the retail industry, which can fluctuate due to increased competition and changing economic conditions. For more exhaustive information on these risks and uncertainties, the reader should refer to the “Uncertainties and main risk factors” section of the Corporation’s Fiscal 2024 annual MD&A. These factors are not intended to represent a complete list of the factors that could affect Cogeco and future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information contained in this press release and the forward-looking statements contained in this press release represent Cogeco’s expectations as of the date of this press release (or as of the date they are otherwise stated to be made) and are subject to change after such date. While management may elect to do so, the Corporation is under no obligation (and expressly disclaims any such obligation) and does not undertake to update or alter this information at any particular time, whether as a result of new information, future events or otherwise, except as required by law.

All amounts are stated in Canadian dollars unless otherwise indicated. This press release should be read in conjunction with the MD&A included in the Corporation’s Fiscal 2024 Annual Report, the Corporation’s consolidated financial statements and the notes thereto prepared in accordance with IFRS^® Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) for the year ended August 31, 2024.

Non-IFRS Accounting Standards and other financial measures

This press release includes references to non-IFRS Accounting Standards and other financial measures used by Cogeco. These financial measures are reviewed in assessing the performance of Cogeco and used in the decision-making process with regard to its business units.

Reconciliations between non-IFRS Accounting Standards and other financial measures to the most directly comparable IFRS Accounting Standards measures are provided below. Certain additional disclosures for non-IFRS Accounting Standards and other financial measures used in this press release have been incorporated by reference and can be found in the “Non-IFRS Accounting Standards and other financial measures” section of the Corporation’s MD&A for the year ended August 31, 2024, available on SEDAR+ at www.sedarplus.ca. The following non-IFRS Accounting Standards measures are used as a component of Cogeco’s non-IFRS Accounting Standards ratios.

Financial measures presented on a constant currency basis for the three-month period and year ended August 31, 2024 are translated at the average foreign exchange rate of the comparable periods of the prior year, which were 1.3329 USD/CDN and 1.3467 USD/CDN, respectively.

Constant currency basis and foreign exchange impact reconciliation

Consolidated

 

Canadian telecommunications segment

 

American telecommunications segment

 

Adjusted profit attributable to owners of the Corporation

Free cash flow and free cash flow, excluding network expansion projects reconciliations

Net capital expenditures reconciliation

Adjusted EBITDA reconciliation

Net capital expenditures and free cash flow excluding network expansion projects reconciliations

Net capital expenditures

 

Free cash flow

 

Additional information

Additional information relating to the Corporation, including its Annual Information Form, is available on SEDAR+ at www.sedarplus.ca and on the Corporation’s website at corpo.cogeco.com.

About Cogeco Inc.

Cogeco Inc. is a North American leader in the telecommunications and media sectors. Through Cogeco Communications Inc., we provide world-class Internet, video and wireline phone services to 1.6 million residential and business subscribers in Canada and thirteen states in the United States. We also offer wireless services in most of our U.S. operating territory. Through Cogeco Media, we operate 21 radio stations in Canada, primarily in the province of Québec, as well as a news agency. We take pride in our strong presence in the communities we serve and in our commitment to a sustainable future. Both Cogeco Inc.’s and Cogeco Communications Inc.’s subordinate voting shares are listed on the Toronto Stock Exchange CGO.

For information:
Investors
Troy Crandall
Head, Investor Relations
Cogeco Inc.
Tel.: 514 764-4600
troy.crandall@cogeco.com 

Media
Claudja Joseph
Director, Communications & DEI
Cogeco Inc.
Tel.: 514 764-4600
claudja.joseph@cogeco.com

SOURCE Cogeco Inc.

View original content: http://www.newswire.ca/en/releases/archive/October2024/31/c7345.html

CALGARY, Alberta, Oct. 31, 2024 (GLOBE NEWSWIRE) — Black Diamond Group Limited (“Black Diamond”, the “Company” or “we”), BDI, a leading provider of space rental and workforce accommodation solutions, today announced its operating and financial results for the three and nine months ended September 30, 2024 (the “Quarter”) compared with the three and nine months ended September 30, 2023 (the “Comparative Quarter”). All financial figures are expressed in Canadian dollars.

Key Highlights from the Third Quarter of 2024

• Consolidated rental revenue of $37.9 million decreased a modest 4% as compared to the Comparative Quarter and was up 7% from the second quarter of 2024. Modular Space Solutions (“MSS”) rental revenue of $24.5 million, was another quarterly record and increased 11% from $22.0 million in the Comparative Quarter, while Workforce Solutions (“WFS”) rental revenue was down 23% to $13.4 million due to the completion of two large pipeline projects at the end of 2023.
• Adjusted EBITDA¹ of $28.8 million was down 21% from the Comparative Quarter primarily due to lower contribution from WFS, a positive settlement recognized in the Comparative Quarter of $2.1 million related to a customer dispute from a prior year related to one project (“2023 Settlement”), as well as slightly lower custom sales contribution from MSS.
• Consolidated contracted future rental revenue at the end of the Quarter continued to grow and was up 27% from $128.6 million at the end of the Comparative Quarter to $163.8 million.
• Total capital expenditures for the Quarter and Year of $23.8 million and $94.5 million is up 18% and 71% respectively and highlights the organic growth opportunities Management continues to see across the platform to drive growing contracted future rental revenue.
• Return on Assets¹ of 19% for the Quarter continues to represent an attractive return profile given the long-life and low maintenance characteristics of the Company’s rental assets.
• MSS average monthly rental rate per unit increased 10% from the Comparative Quarter (or 9% on a constant currency basis), while contracted future rental revenue increased 28% to $127.6 million at the end of the Quarter from $99.7 million at the end of the Comparative Quarter.
• WFS contracted future rental revenue from contracts in place was $36.2 million, an increase of 25% from the Comparative Quarter.
• LodgeLink net revenue was a record $3.4 million, an increase of 26% from $2.7 million in the Comparative Quarter. Total room nights sold increased 34% from the Comparative Quarter, to a record of 147,560.
• Long term debt and Net Debt¹ at the end of the Quarter increased 28% and 24% since December 31, 2023, to $243.2 million and $228.4 million, respectively. The increase is primarily attributable to growth capital expenditure during the year. Net Debt to trailing twelve month (“TTM”) Adjusted Leverage EBITDA¹ of 2.2x is at the low-end of the Company’s target range of 2.0x to 3.0x, while available liquidity was $98.4 million at the end of the Quarter.
• Given continued strength across the rental platform, subsequent to the end of the Quarter, the Company announced a 17% increase to its quarterly dividend from $0.03 to $0.035 per quarter. The fourth quarter dividend of $0.035 is payable on or about January 15, 2025 to shareholders of record on December 31, 2024.

Outlook

The Company remains well-positioned for continued growth for the remainder of 2024 and into 2025. The positive outlook for the business is driven in-part by over $163.8 million of contracted future rental revenue, up 27% from the end of the Comparative Quarter. The meaningful growth in future contracted rental revenues has been driven by the Company’s disciplined organic growth initiatives this year with $94.5 million of gross capital expenditures for the Year, as well as renewals of existing contracts.

During the Quarter, MSS generated a record $24.5 million in rental revenue, up 11% from the Comparative Quarter, driven by increased average rental rates and ongoing organic fleet investment, slightly offset by a moderate decline in utilization. Current utilization remains at healthy levels for the MSS platform in the context of long-term industry trends. Sales revenue declined 25% from a historically strong Comparative Quarter, but increased from the first half of 2024 as previously delayed projects reach completion. Non-rental revenue in the Quarter was up 24% from the Comparative Quarter, as installation activity remained robust for both the rental fleet and custom sales. MSS contracted future rental revenue continues to grow and ended the Quarter at $127.6 million, up 28% or $27.9 million from the Comparative Quarter, with an average rental duration of 51 months. Demand remains strong in key infrastructure and education verticals which continues to support ongoing deployment of organic fleet growth into 2025.

For the Year, WFS performance is modestly below the Prior Year with revenue and Adjusted EBITDA down 12% and 6%, respectively, despite the completion of two large projects at the end of 2023. For the Quarter, revenue and Adjusted EBITDA was down 31% and 39%, respectively, primarily due to a high degree of contribution from these aforementioned projects in the Comparative Quarter. Management continues to focus on growing rental revenues through improving utilization across our WFS geographies amidst a generally higher rate environment. The WFS sales pipeline and opportunity set remain robust with contracted future rental revenue increasing 25% to $36.2 million.

LodgeLink performance continued to set quarterly records as Gross Bookings¹ for the Quarter were up 31% to $27.2 million and net revenue grew 26% from the Comparative Quarter to a record $3.4 million. Total room nights sold in the Quarter rose 34% from the Comparative Quarter to a record 147,560. The LodgeLink supply network also continues to scale with over 1.7 million rooms of capacity in over 17,000 North American properties. Management remains focused on efficiently growing LodgeLink net revenue and based on current trends, expects modest positive EBITDA contribution from LodgeLink in 2025. 

With respect to the Company’s ongoing ERP upgrade and implementation project, the Company has set a remaining budget of $11.9 million for the ERP upgrade related to Black Diamond’s MSS and Corporate segments with anticipated implementation in early 2026. 

Black Diamond remains focused on driving profitable growth while compounding the Company’s high-margin, recurring rental revenue streams in both North America and Australia. The Company is well positioned to fund continued organic and inorganic growth with liquidity of $98.4 million, and Net Debt to TTM Adjusted Leverage EBITDA¹ of 2.2x, which is at the low end of the Company’s targeted range of 2.0x to 3.0x. The outlook to close out calendar 2024 remains positive and the Company maintains strong momentum into 2025 supported by healthy contracted rental revenues, a growing fleet of long-lived assets, a robust sales pipeline, and the continued scaling of LodgeLink.

¹ Adjusted EBITDA, Net Debt and Gross Bookings are non-GAAP financial measures. Return on Assets, Net Revenue Margin and Net Debt to TTM Adjusted Leverage EBITDA are non-GAAP ratios. Refer to the Non-GAAP Measures section of this news release for more information on each non-GAAP financial measure and ratio.

Third Quarter 2024 Financial Highlights
	Three months ended September 30,			Nine months ended September 30,
($ millions, except as noted)	2024	2023	Change	2024	2023	Change
Financial Highlights	$	$	%	$	$	%
Total revenue	101.2	117.5	(14)%	270.3	290.1	(7)%
Gross profit	46.7	54.2	(14)%	128.5	130.9	(2)%
Administrative expenses	18.2	17.5	4%	55.0	50.3	9%
Adjusted EBITDA(1)	28.8	36.6	(21)%	76.2	80.5	(5)%
Adjusted EBIT(1)	16.2	24.0	(33)%	41.7	47.5	(12)%
Funds from Operations(1)	31.2	39.2	(20)%	80.5	86.7	(7)%
Per share ($)	0.51	0.65	(22)%	1.32	1.44	(8)%
Profit before income taxes	10.3	18.7	(45)%	22.6	32.0	(29)%
Profit	7.4	13.6	(46)%	16.3	22.5	(28)%
Earnings per share – Basic ($)	0.12	0.22	(45)%	0.27	0.37	(27)%
Earnings per share – Diluted ($)	0.12	0.22	(45)%	0.26	0.37	(30)%
Capital expenditures	23.8	20.1	18%	94.5	55.2	71%
Property & equipment	571.1	510.1	12%	571.1	510.1	12%
Total assets	745.5	669.3	11%	745.5	669.3	11%
Long-term debt	243.2	206.1	18%	243.2	206.1	18%
Cash and cash equivalents	15.1	5.6	170%	15.1	5.6	170%
Return on Assets (%)(1)	19.3%	27.3%	(800) bps	17.5%	20.2%	(270) bps
Free Cashflow(1)	19.6	30.6	(36)%	47.2	60.8	(22)%
(1) Adjusted EBITDA, Adjusted EBIT, Funds from Operations and Free Cashflow are non-GAAP financial measures. Return on Assets is a non-GAAP ratio. Refer to the Non-GAAP Measures section of this news release for more information on each non-GAAP financial measure and ratio.

Additional Information

A copy of the Company’s unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 and related management’s discussion and analysis have been filed with the Canadian securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca) and www.blackdiamondgroup.com.

About Black Diamond Group

Black Diamond is a specialty rentals and industrial services company with two operating business units – MSS and WFS. We operate in Canada, the United States, and Australia.

MSS through its principal brands, BOXX Modular, CLM, MPA Systems, and Schiavi, owns a large rental fleet of modular buildings of various types and sizes. Its network of local branches rent, sell, service, and provide ancillary products and services to a diverse customer base in the construction, industrial, education, financial, and government sectors.

WFS owns a large rental fleet of modular accommodation assets of various types. Its regional operating terminals rent, sell, service, and provide ancillary products and services including turnkey operated camps to a wide array of customers in the resource, infrastructure, construction, disaster recovery, and education sectors.

In addition, WFS includes LodgeLink which operates a digital marketplace for business-to-business crew accommodation, travel, and logistics services across North America. The LodgeLink proprietary digital platform enables customers to efficiently find, book, and manage their crew travel and accommodation needs through a rapidly growing network of hotel, remote lodge, and travel partners. LodgeLink exists to solve the unique challenges associated with crew travel and applies technology to eliminate inefficiencies at every step of the crew travel process from booking, to management, to payments, to cost reporting.

Learn more at www.blackdiamondgroup.com.

For investor inquiries please contact Jason Zhang at 403-206-4739 or investor@blackdiamondgroup.com.

Conference Call

Black Diamond will hold a conference call and webcast at 9:00 a.m. MT (11:00 a.m. ET) on Friday, November 1, 2024. CEO Trevor Haynes and CFO Toby LaBrie will discuss Black Diamond’s financial results for the Quarter and then take questions from investors and analysts.

To access the conference call by telephone dial toll free 1-844-763-8274. International callers should use 1-647-484-8814. Please connect approximately 10 minutes prior to the beginning of the call. 

To access the call via webcast, please log into the webcast link 10 minutes before the start time at:
https://www.gowebcasting.com/13707

Following the conference call, a replay will be available on the Investor Centre section of the Company’s website at www.blackdiamondgroup.com, under Presentations & Events.
https://www.gowebcasting.com/13707

Reader Advisory

Forward-Looking Statements
Certain information set forth in this news release contains forward-looking statements including, but not limited to, the Company’s outlook for the remainder of 2024 and into 2025, expectations for and opportunities in different geographic areas, opportunities for organic investment, the Company’s ability to fund organic and inorganic growth, the sales and opportunity pipeline, timing and payment of a fourth quarter dividend, the anticipated timeline for the Company’s Enterprise Resource Planning (“ERP”) system upgrade and implementation project, management’s assessment of Black Diamond’s future operations and what may have an impact on them, expectations regarding the rental rate environment, opportunities and effect of deploying investment capital, financial performance, business prospects and opportunities, changing operating environment including changing activity levels, effects on demand and performance based on the changing operating environment, expectations for demand and growth in the Company’s operating and customer segments, future deployment of assets, amount of revenue anticipated to be derived from current contracts, anticipated debt levels, liquidity demands and sources, ongoing contractual terms and debt obligations, liquidity, working capital and other requirements, sources and use of funds, economic life of the Company’s assets, expected length of existing contracts and future growth and profitability of the Company. With respect to the forward-looking statements in this news release, Black Diamond has made assumptions regarding, among other things: future commodity prices, the future rate environment, that Black Diamond will continue to raise sufficient capital to fund its business plans in a manner consistent with past operations, timing and cost estimates of a new ERP system, that counterparties to contracts will perform the contracts as written and that there will be no unforeseen material delays in contracted projects. Although Black Diamond believes that the expectations reflected in the forward-looking statements contained in this news release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurances that such expectations or assumptions will prove to be correct. Readers are cautioned that assumptions used in the preparation of such statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Black Diamond. These risks include, but are not limited to: volatility of industry conditions, the Company’s ability to attract new customers, political conditions, dependence on agreements and contracts, competition, credit risk, information technology systems and cyber security, vulnerability to market changes, operating risks and insurance, weakness in industrial construction and infrastructure developments, weakness in natural resource industries, access to additional financing, dependence on suppliers and manufacturers, reliance on key personnel, and workforce availability. The risks outlined above should not be construed as exhaustive. Additional information on these and other factors that could affect Black Diamond’s operations and financial results are included in Black Diamond’s annual information form for the year ended December 31, 2023 and other reports on file with the Canadian securities regulatory authorities which can be accessed on Black Diamond’s profile on SEDAR+. Readers are cautioned not to place undue reliance on these forward-looking statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and Black Diamond does not undertake any obligation to update or revise any of the forward-looking statements, except as may be required by applicable securities laws.

Non-GAAP Measures
In this news release, the following specified financial measures and ratios have been disclosed: Adjusted EBITDA, Adjusted EBIT, Adjusted EBITDA as a % of Revenue, Return on Assets, Net Debt, Net Debt to TTM Adjusted Leverage EBITDA, Funds from Operations, Free Cashflow, Gross Bookings, and Net Revenue Margin. These non-GAAP and other financial measures do not have any standardized meaning prescribed under International Financial Reporting Standards (“IFRS”) and therefore may not be comparable to similar measures presented by other entities. Readers are cautioned that these non-GAAP measures are not alternatives to measures under IFRS and should not, on their own, be construed as an indicator of the Company’s performance or cash flows, a measure of liquidity or as a measure of actual return on the common shares of the Company. These non-GAAP measures should only be used in conjunction with the consolidated financial statements of the Company.

Adjusted EBITDA is not a measure recognized under IFRS and does not have standardized meanings prescribed by IFRS. Adjusted EBITDA refers to consolidated earnings before finance costs, tax expense, depreciation, amortization, accretion, foreign exchange, share-based compensation, acquisition costs, non-controlling interests, share of gains or losses of an associate, write-down of property and equipment, impairment, non-recurring costs, and gains or losses on the sale of non-fleet assets in the normal course of business.

Black Diamond uses Adjusted EBITDA primarily as a measure of operating performance. Management believes that operating performance, as determined by Adjusted EBITDA, is meaningful because it presents the performance of the Company’s operations on a basis which excludes the impact of certain non-cash items as well as how the operations have been financed. In addition, management presents Adjusted EBITDA because it considers it to be an important supplemental measure of the Company’s performance and believes this measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in industries with similar capital structures.

Adjusted EBITDA has limitations as an analytical tool, and readers should not consider this item in isolation, or as a substitute for an analysis of the Company’s results as reported under IFRS. Some of the limitations of Adjusted EBITDA are:

• Adjusted EBITDA excludes certain income tax payments and recoveries that may represent a reduction or increase in cash available to the Company;
• Adjusted EBITDA does not reflect the Company’s cash expenditures, or future requirements, for capital expenditures or contractual commitments;
• Adjusted EBITDA does not reflect changes in, or cash requirements for, the Company’s working capital needs;
• Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest payments on the Company’s debt;
• depreciation and amortization are non-cash charges, thus the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
• other companies in the industry may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to invest in the growth of the Company’s business. The Company compensates for these limitations by relying primarily on the Company’s IFRS results and using Adjusted EBITDA only on a supplementary basis. A reconciliation to profit, the most comparable GAAP measure, is provided below.

Adjusted EBIT is Adjusted EBITDA less depreciation and amortization. Black Diamond uses Adjusted EBIT primarily as a measure of operating performance. Management believes that Adjusted EBIT is a useful measure for investors when analyzing ongoing operating trends. There can be no assurances that additional special items will not occur in future periods, nor that the Company’s definition of Adjusted EBIT is consistent with that of other companies. As such, management believes that it is appropriate to consider both profit determined on a GAAP basis as well as Adjusted EBIT. A reconciliation to profit, the most comparable GAAP measure, is provided below.

Adjusted EBITDA as a % of Revenue is calculated by dividing Adjusted EBITDA by total revenue for the period. Black Diamond uses Adjusted EBITDA as a % of Revenue primarily as a measure of operating performance. Management believes this ratio is an important supplemental measure of the Company’s performance and believes this measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in industries with similar capital structures.

Return on Assets is calculated as annualized Adjusted EBITDA divided by average net book value of property and equipment. Annualized Adjusted EBITDA is calculated by multiplying Adjusted EBITDA for the Quarter and Comparative Quarter by an annualized multiplier. Management believes that Return on Assets is a useful financial measure for investors in evaluating operating performance for the periods presented. When read in conjunction with our profit and property and equipment, two GAAP measures, this non-GAAP ratio provides investors with a useful tool to evaluate Black Diamond’s ongoing operations and management of assets from period-to-period.

Reconciliation of Consolidated Profit to Adjusted EBITDA, Adjusted EBIT, Adjusted EBITDA as a % of Revenue and Return on Assets:
	Three months ended September 30,			Nine months ended September 30,
($ millions, except as noted)	2024	2023	Change %	2024	2023	Change %
Profit	7.4	13.6	(46)%	16.3	22.5	(28)%
Add:
Depreciation and amortization(1)	12.6	12.6	—%	34.5	33.0	5%
Finance costs(1)	4.3	3.7	16%	11.6	10.4	12%
Share-based compensation(1)	1.2	1.6	(25)%	4.3	5.1	(16)%
Non-controlling interest(1)	0.4	0.3	33%	1.1	0.9	22%
Current income taxes(1)	—	—	—%	0.2	0.1	100%
Deferred income taxes	2.6	4.8	(46)%	5.0	8.5	(41)%
Non-recurring costs:
ERP implementation and related costs(2)	0.3	—	100%	2.6	—	100%
Acquisition costs	—	—	—%	0.6	—	100%
Adjusted EBITDA	28.8	36.6	(21)%	76.2	80.5	(5)%
Less:
Depreciation and amortization(1)	12.6	12.6	—%	34.5	33.0	5%
Adjusted EBIT	16.2	24.0	(33)%	41.7	47.5	(12)%
Total revenue(1)	101.2	117.5	(14)%	270.3	290.1	(7)%
Adjusted EBITDA as a % of Revenue	28.5%	31.1%	(260) bps	28.2%	27.7%	50 bps
Annualized multiplier	4	4		1.3	1.3
Annualized adjusted EBITDA	115.2	146.4	(21)%	99.1	104.7	(5)%
Average net book value of property and equipment	597.8	535.9	12%	566.3	531.6	7%
Return on Assets	19.3%	27.3%	(800) bps	17.5%	20.2%	(270) bps
(1) Sourced from the Company’s unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023. (2) This relates to the corporate structure reorganization costs that have been incurred in preparation of a new ERP system in which the first phase of the implementation went live on May 1, 2024 and costs are included in administrative expenses.

Net Debt to TTM Adjusted Leverage EBITDA is a non-GAAP ratio which is calculated as Net Debt divided by trailing twelve months Adjusted Leverage EBITDA. Net Debt, a non-GAAP financial measure, is calculated as long-term debt minus cash and cash equivalents. A reconciliation to long-term debt, the most comparable GAAP measure, is provided below. Net Debt and Net Debt to TTM Adjusted Leverage EBITDA removes cash and cash equivalents from the Company’s debt balance. Black Diamond uses this ratio primarily as a measure of operating performance. Management believes this ratio is an important supplemental measure of the Company’s performance and believes this measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in industries with similar capital structures. In the quarter ended June 30, 2022, Net Debt to TTM Adjusted EBITDA was renamed Net Debt to TTM Adjusted Leverage EBITDA, to provide further clarity on the composition of the denominator to include pre-acquisition estimates of EBITDA from business combinations. Management believes including the additional information in this calculation helps provide information on the impact of trailing operations from business combinations on the Company’s leverage position.

Reconciliation of Consolidated Profit to Adjusted EBITDA, Net Debt and Net Debt to TTM Adjusted Leverage EBITDA:
($ millions, except as noted)	2024	2024	2024	2023	2023	2023	2023	2022	Change
	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
Profit	7.4	7.5	1.5	7.8	13.6	4.6	4.4	9.4
Add:
Depreciation and amortization	12.6	11.1	10.7	11.2	12.6	10.6	9.8	8.6
Finance costs	4.3	3.4	3.8	3.7	3.7	3.7	2.9	3.6
Share-based compensation	1.2	1.6	1.5	1.1	1.6	1.3	2.2	1.3
Non-controlling interest	0.4	0.4	0.3	0.3	0.3	0.3	0.3	0.4
Current income taxes	—	—	0.2	0.1	—	0.1	—	0.1
Deferred income taxes	2.6	2.1	0.3	0.4	4.8	1.9	1.8	3.7
Impairment reversal	—	—	—	—	—	—	—	(6.3)
Non-recurring costs
ERP implementation and related costs (1)	0.3	1.8	0.5	1.5	—	—	—	—
Acquisition costs	—	—	0.6	—	—	—	—	1.2
Adjusted EBITDA	28.8	27.9	19.4	26.1	36.6	22.5	21.4	22.0
Acquisition pro-forma adjustments(2)	—	—	—	—	—	—	—	0.5
Adjusted Leverage EBITDA	28.8	27.9	19.4	26.1	36.6	22.5	21.4	22.5
TTM Adjusted Leverage EBITDA	102.2				103.0				(1)%
Long-term debt	243.2				206.1				18%
Cash and cash equivalents	15.1				5.6				170%
Current portion of long term debt (3)	0.3				0.3				—%
Net Debt	228.4				200.8				14%
Net Debt to TTM Adjusted Leverage EBITDA	2.2				1.9				16%
(1) This relates to the corporate structure reorganization costs that have been incurred in preparation of a new ERP system in which the first phase of implementation went live on May 1, 2024. (2) Includes pro-forma pre-acquisition EBITDA estimates as if the acquisition that occurred in the fourth quarter 2022, occurred on January 1, 2022. (3) Current portion of long-term debt relating to the payments due within one year on the bank term loans assumed as part of the acquisition in the fourth quarter of 2022.

Funds from Operations is calculated as the cash flow from operating activities, the most comparable GAAP measure, excluding the changes in non-cash working capital. Management believes that Funds from Operations is a useful measure as it provides an indication of the funds generated by the operations before working capital adjustments. Changes in long-term accounts receivables and non-cash working capital items have been excluded as such changes are financed using the operating line of Black Diamond’s credit facilities. A reconciliation to cash flow from operating activities, the most comparable GAAP measure, is provided below.

Free Cashflow is calculated as Funds from Operations minus maintenance capital, net interest paid (including lease interest), payment of lease liabilities, net current income tax expense (recovery), distributions declared to non-controlling interest, dividends paid on common shares and dividends paid on preferred shares plus net current income taxes received (paid). Management believes that Free Cashflow is a useful measure as it provides an indication of the funds generated by the operations before working capital adjustments and other items noted above. Management believes this metric is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in industries with similar capital structures. A reconciliation to cash flow from operating activities, the most comparable GAAP measure, is provided below.

Reconciliation of Cash Flow from Operating Activities to Funds from Operations and Free Cashflow:
	Three months ended September 30,			Nine months ended September 30,
($ millions, except as noted)	2024	2023	Change	2024	2023	Change
Cash Flow from Operating Activities(1)	31.4	33.5	(6)%	81.2	97.9	(17)%
Add/(Deduct):
Change in other long term assets(1)	1.1	0.5	120%	(0.5)	0.1	(600)%
Changes in non-cash operating working capital(1)	(1.3)	5.2	(125)%	(0.2)	(11.3)	98%
Funds from Operations	31.2	39.2	(20)%	80.5	86.7	(7)%
Add/(deduct):
Maintenance capital	(3.2)	(1.8)	(78)%	(9.3)	(6.1)	(52)%
Payment for lease liabilities	(2.4)	(2.0)	(20)%	(6.6)	(5.7)	(16)%
Interest paid (including lease interest)	(4.2)	(3.6)	(17)%	(11.5)	(10.0)	(15)%
Net current income tax expense	—	—	—%	0.2	0.1	100%
Dividends paid on common shares	(1.8)	(1.2)	(50)%	(5.5)	(3.6)	(53)%
Distributions paid to non-controlling interest	—	—	—%	(0.6)	(0.6)	—%
Free Cashflow	19.6	30.6	(36)%	47.2	60.8	(22)%
(1) Sourced from the Company’s unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023.

Gross Bookings, a non-GAAP measure, is total revenue billed to the customer which includes all fees and charges. Net revenue, a GAAP measure, is Gross Bookings less costs paid to suppliers. Revenue from bookings at third party lodges and hotels through LodgeLink are recognized on a net revenue basis. LodgeLink is an agent in the transaction as it is not responsible for providing the service to the customer and does not control the service provided by a supplier. Management believes this ratio is an important supplemental measure of LodgeLink’s performance and cash generation and believes this ratio is frequently used by interested parties in the evaluation of companies in industries with similar forms of revenue generation.

Net Revenue Margin is calculated by dividing net revenue by Gross Bookings for the period. Management believes this ratio is an important supplemental measure of LodgeLink’s performance and profitability and believes this ratio is frequently used by interested parties in the evaluation of companies in industries with similar forms revenue generation where companies act as agents in transactions.

Reconciliation of Net Revenue to Gross Bookings and Net Revenue Margin:
	Three months ended September 30,			Nine months ended September 30,
($ millions, except as noted)	2024	2023	Change	2024	2023	Change
Net revenue(1)	3.4	2.7	26%	8.9	7.2	24%
Costs paid to suppliers(1)	23.8	18.1	31%	64.2	51.6	24%
Gross Bookings(1)	27.2	20.8	31%	73.1	58.8	24%
Net Revenue Margin	12.5%	12.7%	(20) bps	12.2%	12.2%	— bps
(1) Includes intercompany transactions.

• FY2024 revenue of US$1.89 billion increased 5% year-over-year (flat in BRL terms), driven by market share gains and sales volume growth mitigating deflationary input price headwinds.

• FY2024 gross profit decreased -19% to $268.4 million (-23% in BRL), with gross margins compressing by -430 basis points to 14.2%, primarily due to the input price deflation and a less favorable product category sales mix.

• The Crop Care² segment was a standout performer for the year, with revenue rising 24% to $150.7 million for FY2024 (+18% BRL), and gross profit of $56.1 million increasing +4% y/y (decreasing -1% in BRL), despite the challenging market environment for specialty products.

• Net loss for FY2024 increased to $154.6 million, compared to a net loss of $43.7 million in the previous year, with the change reflecting a decline in gross profit, higher finance costs and income tax headwinds. Adjusted Net Loss was $144.9 million, compared to Adjusted Net Profit of $30.9 million last year, with the variation reflecting lower gross profit, increased finance costs and income tax headwinds.

• Adjusted EBITDA³ for FY2024 was $53.4 million, compared to $150.1 million in the previous year, with the decline resulting from lower gross profit, and higher operating expenses.

• Net cash flows provided by operations⁴ were $33.1 million (R$165.8 million), compared to $20.9 million (R$108.1 million) in the prior year.

• Lavoro provides an outlook for FY2025 detailed later in the release.

SÃO PAULO, Oct. 31, 2024 (GLOBE NEWSWIRE) — Lavoro Limited LVRO LVROW)), the first U.S. listed pure-play agricultural inputs retailer in Latin America, today announced its financial results for the fiscal fourth quarter of 2024, which ended on June 30, 2024. Detailed financial statements provided on Form 6-K as filed with the SEC can be accessed on the Company’s investor relations website at https://ir.lavoroagro.com/disclosure-and-documents/sec-filings/.

Ruy Cunha, CEO of Lavoro, commented, “This past year was one of the most challenging periods for Brazilian agribusiness in the last decade, with the ag inputs retail market estimated to have declined by over 20%. Lavoro navigated these turbulent conditions, gaining market share by focusing on controllable factors and leveraging our scale and verticalized business model. Our Crop Care segment performed well considering the notably challenging conditions for specialty inputs in the Brazilian market.”

“The current market environment reflects a mix of contrasting factors. On the one hand, projections for farmer profitability for the crop year 2024/2025 indicate improvement over the previous year, incentivizing farmers to grow planted acres and to invest in inputs to maximize yields. Additionally, input prices are continuing to show signs of stabilization. On the other hand, reduced bank and government lending to farmers, due in part to the impact from last year’s drought on crop yields, is currently constraining short-term liquidity for farmers, and creating challenges for the broader ag inputs value chain, including Lavoro. Against this backdrop, enhancing gross margin improvement is a key priority for this year.”

__________________________

¹ Financials presented in US dollars in throughout this release are converted using the following average period USD/BRL exchange rate: 5.217 for 4Q24, 4.951 for 3Q24; 4.955 for 2Q24; 4.883 for 1Q24; 4.952 for 4Q23; 5.193 for 3Q23; 5.265 for 2Q23; 5.241 for 1Q23.
² Crop Care financial results shown here, and elsewhere in this release, include intercompany sales to Lavoro, which are eliminated in the consolidated results.
³ Adjusted EBITDA and Adjusted Profit/Loss are non-IFRS measures. Please see reconciliation tables elsewhere in this release.
⁴ Converted to USD using the average USD/BRL for the fiscal year: 5.00 for FY24 and 5.16 for FY23.

FY4Q24 Financial Highlights⁵

• Consolidated revenue for Lavoro in 4Q24 increased by 2% year-over-year (y/y) to $271.1 million (+8% in BRL), compared to the prior year period, with positive contributions from Grains revenue associated with our barter operations, which grew +41% to $68.3 million (+48% in BRL). This was partially offset by a decline in Inputs revenue of -6% (-1% in BRL), which reached $202.8 million, reflecting Input revenue declines in Brazil Ag Retail and the effect of converting our results from Brazilian reais to U.S. dollars for ease of reference.

• Consolidated gross profit decreased by -4% to $45.2 million in 4Q24 (+2% in BRL). Gross margins contracted by -100 bps y/y to 16.7%, driven by an increased mix of Grains revenue, and the unfavorable impact of product mix in Crop Care, partially offset by an improvement in gross margins for Brazil Ag Retail and Latam Ag Retail.

• Gross profit as % of Inputs revenue improved 70 bps y/y to 22.3% in 4Q24, with improvements led primarily by Brazil Ag Retail, partially offset by product mix headwinds in our Crop Care segment.

• Net loss for 4Q24 was $77.3 million, compared to a net loss of $19.5 million in the prior year period. The $57.8 million year-over-year increase in net loss was primarily driven by income taxes headwinds ($35 million), and higher finance costs ($22 million). Adjusted Net Loss was $76.2 million, compared to Adjusted Net Loss of $15.2 million in the prior year quarter, with similar key drivers for the year-over-year change.

• Adjusted EBITDA was -$2.1 million in 4Q24 compared to $2.4 million in the prior year period, with the change reflecting a decline in gross profit and net other operating income.

__________________________

⁵ Adjusted EBITDA and Adjusted Profit/Loss are non-IFRS measures. Please see reconciliation tables elsewhere in this release.

Consolidated Results (USD)		4Q23	4Q24	Chg. %		FY23	FY24	Chg. %
(in millions of US dollars)
Revenue by Segment		265.5	271.1	2%		1,799.7	1,888.6	5%
Brazil Ag Retail		197.2	192.5	(2%)		1,506.2	1,584.4	5%
Latam Ag Retail		61.8	65.2	5%		233.8	237.8	2%
Crop Care		10.7	19.9	87%		121.2	150.7	24%
Intercompany eliminations		(4.1)	(6.4)			(61.4)	(84.3)
Revenue by Category		265.5	271.1	2%		1,799.7	1,888.6	5%
Inputs revenue		217.0	202.9	(6%)		1,669.4	1,678.7	1%
Grains revenue		48.6	68.3	41%		130.4	209.9	61%
Gross Profit		46.9	45.2	(4%)		332.9	268.4	(19%)
Brazil Ag Retail		26.3	29.8	13%		246.8	182.7	(26%)
Latam Ag Retail		9.4	10.4	10%		38.1	36.8	(3%)
Crop Care		8.1	5.8	(29%)		54.0	56.1	4%
Intercompany elim.		3.1	(0.7)			(6.0)	(7.1)
Gross Margin		17.6%	16.7%	-100 bps		18.5%	14.2%	-430 bps
Brazil Ag Retail		13.3%	15.5%	210 bps		16.4%	11.5%	-490 bps
Latam Ag Retail		15.2%	15.9%	70 bps		16.3%	15.5%	-80 bps
Crop Care		75.9%	28.9%	-4700 bps		44.6%	37.2%	-730 bps
Gross Margin (% of Inputs revenue)		21.6%	22.3%	70 bps		19.9%	16.0%	-400 bps
Brazil Ag Retail		17.7%	23.8%	610 bps		17.9%	13.2%	-460 bps
Latam Ag Retail		15.3%	16.1%	80 bps		16.7%	16.0%	-70 bps
Crop Care		75.9%	28.9%	-4700 bps		44.6%	37.2%	-730 bps
SG&A (excl. D&A)		(55.5)	(51.5)	(7%)		(205.9)	(237.2)	15%
Other operating income (expense)		5.0	2.6			(52.9)	7.4
EBITDA		(3.6)	(3.7)	n.m.		74.1	38.7	(48%)
(+) Adjustment items		6.0	1.5			76.0	14.7
Adjusted EBITDA		2.4	(2.1)	(191%)		150.1	53.4	(64%)
Brazil Ag Retail		3.4	3.0	(13%)		141.6	50.1	(65%)
Latam Ag Retail		3.3	3.6	8%		17.6	12.3	(30%)
Crop Care		1.2	(2.0)	(273%)		28.4	22.5	(21%)
Corporate & Intercompany elim.		(5.6)	(6.7)			(37.3)	(31.6)
Adjusted EBITDA Margin %		0.9%	(0.8%)	-170 bps		8.3%	2.8%	-550 bps
Adjusted EBITDA Margin (% of Inputs)		1.1%	(1.1%)	-210 bps		9.0%	3.2%	-580 bps
Share of profit of an associate		–	0.1			–	0.3
D&A (incl. PPA amortization)		(8.3)	(8.9)	7%		(32.3)	(36.0)	11%
Finance income (costs)		(28.2)	(50.3)	79%		(119.5)	(163.8)	37%
Income taxes, current and deferred		20.6	(14.3)			34.1	6.2
Net profit (loss)		(19.5)	(77.3)	n.m.		(43.7)	(154.6)	n.m.
(+) Adjustment items		6.6	1.6			81.2	14.6
(+) Income tax impact of adjustments		(2.2)	(0.5)			(6.7)	(5.0)
Adjusted net profit (loss)		(15.2)	(76.2)	403%		30.9	(144.9)	n.m.

Consolidated Results (BRL)		4Q23	4Q24	Chg. %		FY23	FY24	Chg. %
(in millions of Brazilian reais)
Revenue by Segment		1,315.1	1,414.6	8%		9,347.4	9,392.3	0%
Brazil Ag Retail		976.4	1,004.2	3%		7,829.3	7,869.8	1%
Latam Ag Retail		306.2	339.9	11%		1,206.3	1,190.5	(1%)
Crop Care		52.7	103.9	97%		632.8	749.2	18%
Intercompany eliminations		(20.2)	(33.5)			(321.1)	(417.3)
Revenue by Category		1,315.1	1,414.6	8%		9,347.4	9,392.3	0%
Inputs revenue		1,074.5	1,058.5	(1%)		8,680.5	8,337.9	(4%)
Grains revenue		240.5	356.1	48%		666.9	1,054.4	58%
Gross Profit		232.1	235.7	2%		1,730.8	1,337.5	(23%)
Brazil Ag Retail		130.3	155.2	19%		1,286.0	910.2	(29%)
Latam Ag Retail		46.6	54.2	16%		196.6	184.2	(6%)
Crop Care		40.0	30.0	(25%)		280.9	278.4	(1%)
Intercompany elim.		15.1	(3.7)			(32.7)	(35.3)
Gross Margin		17.6%	16.7%	-100 bps		18.5%	14.2%	-430 bps
Brazil Ag Retail		13.3%	15.5%	210 bps		16.4%	11.6%	-490 bps
Latam Ag Retail		15.2%	15.9%	70 bps		16.3%	15.5%	-80 bps
Crop Care		75.9%	28.9%	-4700 bps		44.4%	37.2%	-720 bps
Gross Margin (% of Inputs revenue)		21.6%	22.3%	70 bps		19.9%	16.0%	-390 bps
Brazil Ag Retail		17.7%	23.8%	610 bps		17.9%	13.3%	-460 bps
Latam Ag Retail		15.3%	16.1%	80 bps		16.8%	16.0%	-70 bps
Crop Care		75.9%	28.9%	-4700 bps		44.4%	37.2%	-720 bps
SG&A (excl. D&A)		(274.6)	(268.5)	(2%)		(1,060.6)	(1,184.6)	12%
Other operating income (expense)		24.7	13.7			(275.8)	37.6
EBITDA		(17.8)	(19.1)	n.m.		394.4	190.4	(52%)
(+) Adjustment items		29.5	7.9			393.5	72.8
Adjusted EBITDA		11.7	(11.2)	(195%)		787.9	263.2	(67%)
Brazil Ag Retail		16.9	15.4	(9%)		741.3	248.5	(66%)
Latam Ag Retail		16.5	18.8	14%		91.6	61.8	(32%)
Crop Care		5.8	(10.6)	(282%)		149.0	110.7	(26%)
Corporate & Intercompany elim.		(27.5)	(34.8)			(193.9)	(157.8)
Adjusted EBITDA Margin %		0.9%	(0.8%)	-170 bps		8.4%	2.8%	-560 bps
Adjusted EBITDA Margin (% of Inputs)		1.1%	(1.1%)	-210 bps		9.1%	3.2%	-590 bps
Share of profit of an associate		–	(0.3)			–	1.5
D&A (incl. PPA amortization)		(41.3)	(46.6)	13%		(167.5)	(180.0)	7%
Finance income (costs)		(139.5)	(262.7)	88%		(617.8)	(822.5)	33%
Income taxes, current and deferred		102.0	(74.6)			172.3	25.6
Net profit (loss)		(96.6)	(403.3)	n.m.		(218.7)	(785.0)	n.m.
(+) Adjustment items		32.6	8.5			420.5	72.3
(+) Income tax impact of adjustments		(11.1)	(2.9)			(34.3)	(24.6)
Adjusted net profit (loss)		(75.0)	(397.7)	430%		167.5	(737.3)	n.m.

FY4Q24 Segment Results

Please note for the FY2024 and FY4Q24 results, Lavoro management updated its methods of allocation of certain holding company expenses between operating segments and “Corporate”. These corporate expenses incurred by the holding company and not directly related to any operating segment were previously attributed to Brazil Ag Retail and Crop Care operating segments. They have now been reclassified under “Corporate” to better align with management’s assessment framework and reflect each business unit’s underlying performance. Supplementary financial information reflecting past results with this updated methodology is available on our investors relations website https://ir.lavoroagro.com.

Brazil Ag Retail

• Brazil Ag Retail segment revenue decreased by -2% (+3% in BRL) to $192.5 million in 4Q24, with growth in Grains revenue resulting from a higher mix of barter operations being offset by a decline in Inputs revenue and the impact of converting our results from BRL to USD.

• Inputs revenue declined -16% to $124.8 million (-12% in BRL), reflecting in part Lavoro’s decision to delay shipments to certain farmer clients with outstanding overdue receivables until repayment, as was discussed in the prior quarter earnings call.

• Gross profit grew +13% to $29.8 million (+19% in BRL), as gross margin expanded by 210 bps y/y to 15.5% in 4Q24, and Gross Margin (Inputs) increased by 610 bps to 23.8%. The margin improved was driven mainly by the increase in supplier rebates compared to prior year.

• Adjusted EBITDA was $3.0 million, compared to $3.4 million in the prior year quarter, with higher operating expenses off.

Brazil Ag Retail (USD)		4Q23	4Q24	Chg. %		FY23	FY24	Chg. %
(in millions of US dollars)
Inputs revenue		148.7	124.8	(16%)		1,382.2	1,382.9	0%
Grains revenue		48.5	67.7	40%		124.0	201.6	63%
Revenue		197.2	192.5	(2%)		1,506.2	1,584.4	5%
Gross Profit		26.3	29.8	13%		246.8	182.7	(26%)
Gross Margin		13.3%	15.5%	210 bps		16.4%	11.5%	-490 bps
Gross Margin (% of Inputs)		17.7%	23.8%	610 bps		17.9%	13.2%	-460 bps
Adjusted EBITDA		3.4	3.0	(13%)		141.6	50.1	(65%)
Adjusted EBITDA margin		1.7%	1.5%	-20 bps		9.4%	3.2%	-620 bps
Adjusted EBITDA margin (% of Inputs)		2.3%	2.4%	10 bps		10.2%	3.6%	-660 bps

Brazil Ag Retail (BRL)		4Q23	4Q24	Chg. %		FY23	FY24	Chg. %
(in millions of Brazilian reais)
Inputs revenue		736.4	651.0	(12%)		7,195.7	6,856.5	(5%)
Grains revenue		240.1	353.2	47%		633.6	1,013.3	60%
Revenue		976.4	1,004.2	3%		7,829.3	7,869.8	1%
Gross Profit		130.3	155.2	19%		1,286.0	910.2	(29%)
Gross Margin		13.3%	15.5%	210 bps		16.4%	11.6%	-490 bps
Gross Margin (% of Inputs)		17.7%	23.8%	610 bps		17.9%	13.3%	-460 bps
Adjusted EBITDA		16.9	15.4	(9%)		741.3	248.5	(66%)
Adjusted EBITDA margin		1.7%	1.5%	-20 bps		9.5%	3.2%	-630 bps
Adjusted EBITDA margin (% of Inputs)		2.3%	2.4%	10 bps		10.3%	3.6%	-670 bps

Brazil Ag Retail KPIs		4Q23	4Q24
Retail stores		181	187
Number of RTVs		827	832

Latam Ag Retail

• Latam Ag Retail segment saw a 5% increase in revenue to $65.2 million (+11% in BRL), with the positive effect of the appreciation of the Colombian peso compared to USD and BRL in the prior year quarter more than offsetting headwinds from El Nino related droughts on planting intentions of Colombian farmers.

• Segment gross profit was $10.4 million in 4Q24, an increase of +10% over the prior year period. Gross margins expanded by +70 bps to 15.9%, driven mainly by a favorable shift in product mix.

• Adjusted EBITDA was $3.6 million, compared to $3.3 million in the prior year quarter, with the increase in gross profit partially offset by an increase in allowance for expected credit losses.

Latam Ag Retail (USD)		4Q23	4Q24	Chg. %		FY23	FY24	Chg. %
(in millions of US dollars)
Inputs & services revenue		61.7	64.6	5%		227.4	229.5	1%
Grains revenue		0.1	0.5	483%		6.4	8.3	31%
Revenue		61.8	65.2	5%		233.8	237.8	2%
Gross Profit		9.4	10.4	10%		38.1	36.8	(3%)
Gross Margin		15.2%	15.9%	70 bps		16.3%	15.5%	-80 bps
Gross Margin (% of Inputs)		15.3%	16.1%	80 bps		16.7%	16.0%	-70 bps
Adjusted EBITDA		3.3	3.6	8%		17.6	12.3	(30%)
Adjusted EBITDA margin		5.4%	5.5%	20 bps		7.5%	5.2%	-230 bps

Latam Ag Retail (BRL)		4Q23	4Q24	Chg. %		FY23	FY24	Chg. %
(in millions of Brazilian reais)
Inputs & services revenue		305.7	337.1	10%		1,173.0	1,149.5	(2%)
Grains revenue		0.5	2.9	514%		33.4	41.0	23%
Revenue		306.2	339.9	11%		1,206.3	1,190.5	(1%)
Gross Profit		46.6	54.2	16%		196.6	184.2	(6%)
Gross Margin		15.2%	15.9%	70 bps		16.3%	15.5%	-80 bps
Gross Margin (% of Inputs)		15.3%	16.1%	80 bps		16.8%	16.0%	-70 bps
Adjusted EBITDA		16.5	18.8	14%		91.6	61.8	(32%)
Adjusted EBITDA margin		5.4%	5.5%	20 bps		7.6%	5.2%	-240 bps

Latam Ag Retail KPIs		4Q23	4Q24
Retail stores		39	36
Number of RTVs		262	263

Crop Care

• Crop Care revenue increased by 87% to $19.9 million in 4Q24 (+97% in BRL), led by the strong performance of Union Agro, our specialty fertilizer business, which grew revenue by 46% in the quarter, and of Perterra, our private label off-patent crop protection business, partially offset by lower sales of biopesticides.

• Segment gross profit declined -29% y/y to $5.8 million (-25% in BRL), while gross margins decreased to 28.9%, from 75.9% in the prior year quarter. The decline in gross margins reflects the adverse product category mix, as Perterra grew considerably as compared to prior year, while 4Q23 benefited from an unusually strong mix of biological sales due to the timing of shipments.

• Adjusted EBITDA was -$2.0 million in 4Q24, compared to Adjusted EBITDA of $1.2 million in the prior year period, with the decrease driven by the decline in gross profit.

Crop Care (USD)		4Q23	4Q24	Chg. %		FY23	FY24	Chg. %
(in millions of US dollars)
Revenue		10.7	19.9	87%		121.2	150.7	24%
Gross Profit		8.1	5.8	(29%)		54.0	56.1	4%
Gross Margin		75.9%	28.9%	-4700 bps		44.6%	37.2%	-730 bps
Adjusted EBITDA		1.2	(2.0)	(273%)		28.4	22.5	(21%)
Adjusted EBITDA margin		11.1%	(10.2%)	-2130 bps		23.4%	15.0%	-850 bps

Crop Care (BRL)		4Q23	4Q24	Chg. %		FY23	FY24	Chg. %
(in millions of Brazilian reais)
Revenue		52.7	103.9	97%		632.8	749.2	18%
Gross Profit		40.0	30.0	(25%)		280.9	278.4	(1%)
Gross Margin		75.9%	28.9%	-4700 bps		44.4%	37.2%	-720 bps
Adjusted EBITDA		5.8	(10.6)	(282%)		149.0	110.7	(26%)
Adjusted EBITDA margin		11.1%	(10.2%)	-2130 bps		23.5%	14.8%	-880 bps

Full Fiscal Year 2025 Consolidated Outlook⁶

We expect Brazil’s Ag inputs retail market to decline by roughly -10% in FY2025, with low-single digits volume growth offset by price declines stemming from base effects.

Lavoro’ FY2025 outlook is for consolidated revenue between R$8.60 billion and R$9.20 billion, and Inputs revenue between R$7.70 billion and R$8.30 billion. Adjusted EBITDA is expected to grow relative to FY2024.

On a USD basis, consolidated revenue is projected to range between $1.50 billion and $1.60 billion, consolidated Inputs revenue is expected to range from $1.35 billion to $1.45 billion, and Adjusted EBITDA is expected to grow relative to FY2024.

		BRL		USD
Revenue		R$8.60 billion to R$9.20 billion		US$1.50 billion to US$1.60 billion
Inputs revenue		R$7.70 billion to R$8.30 billion		US$1.35 billion to US$1.45 billion
Adjusted EBITDA		Growth compared to FY2024		Growth compared to FY2024

__________________________

⁶ USD/BRL average period exchange rate embedded in our financial outlook of 5.71, representing the period-weighted average FX rate fiscal year-to-date and the latest spot rate of 5.78 as of October 30, 2024.

Conference Call Details

Lavoro management will host a conference call and audio webcast on November 1, 2024 at 8:30 a.m. ET (9:30 a.m. BRT) to discuss the financial results.

Participant numbers: 1-877-407-9716 (U.S.), 1-201-493-6779 (International)

The live audio webcast will be accessible in the Events section on the Company’s Investor Relations website at https://ir.lavoroagro.com/disclosure-and-documents/events/.

Non-IFRS Financial Measures

This press release contains certain non-IFRS financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Profit/Loss and Adjusted Net Profit/Loss Margin. A non-IFRS financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. The Company believes these non-IFRS financial measures provide meaningful supplemental information as they are used by the Company’s management to evaluate the Company’s performance, and provide additional information about trends in our operating performance prior to considering the impact of capital structure, depreciation, amortization and taxation on our results, as well as the effects of certain items or events that vary widely among similar companies, and therefore may hamper comparability across periods, although these measures are not explicitly defined under IFRS. Management believes that these measures enhance a reader’s understanding of the operating and financial performance of the Company and facilitate a better comparison between fiscal periods.

Adjusted EBITDA is defined as profit (loss), adjusted for net finance income (costs), income taxes, depreciation and amortization. We also adjust this measure for certain revenues or expenses that are excluded when management evaluates the performance of our day-to-day operations, namely: (i) share of profit of an associate; (ii) fair value on inventories sold from acquired companies, a non-cash expense resulting from purchase price allocation of past acquisitions; (iii) M&A expenses that in management’s judgment do not necessarily occur on a regular basis; (iv) gains on bargain purchases, which are also related to purchase price allocation of past acquisitions; (v) listing and other expenses recognized in connection with the Business Combination; (vi) share-based compensation expenses; (vii) one-off bonuses paid out to our employees as a result of the closing of the Business Combination; and (viii) related-party expenses paid to Patria in connection to management support services. Adjusted EBITDA Margin is calculated as Adjusted EBITDA as a percentage of revenue for the period/year.

Adjusted Net Profit/Loss is defined as profit (loss) adjusted for certain revenues or expenses that are excluded when management evaluates the performance of our day-to-day operations, namely: (i) share of profit of an associate; (ii) fair value on inventories sold from acquired companies, a non-cash expense resulting from purchase price allocation of past acquisitions; (iii) M&A expenses that in management’s judgment do not necessarily occur on a regular basis; (iv) gains on bargain purchases, which are also related to purchase price allocation of past acquisitions; (v) listing and other expenses recognized in connection with the Business Combination; (vi) share-based compensation expenses; (vii) one-off bonuses paid out to our employees as a result of the closing of the Business Combination; and (viii) related-party expenses paid to Patria in connection to management support services. Adjusted Net Profit/Loss Margin is calculated as Adjusted Net Profit/Loss as a percentage of revenue for the period/year.

The Company does not intend for the non-IFRS financial measures contained in this release to be a substitute for any IFRS financial information. Readers of this press release should use these non-IFRS financial measures only in conjunction with comparable IFRS financial measures. Reconciliations of the non-IFRS financial measures Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Profit/Loss and Adjusted Net Profit/Loss Margin, to their most comparable IFRS measures, are provided in the table below.

Reconciliation of Adjusted EBITDA

		Results in USD
		(in millions of US dollars)
Consolidated Results		4Q23	4Q24		FY23	FY24
(in millions of US dollars)
Net profit (loss)		(19.5)	(77.1)		(43.7)	(154.6)
(+) Income taxes		(20.6)	14.3		(34.1)	(6.2)
(+) Finance income (costs)		28.2	50.3		119.5	163.8
(+) Depreciation and amortization		8.3	8.9		32.3	36.0
(+) Share of profit of an associate		–	(0.1)		–	(0.3)
(+) M&A expenses		0.8	0.2		2.2	4.4
(+) Stock-based compensation		0.5	0.4		2.8	3.2
(+) DeSPAC related bonus		0.9	0.1		5.8	3.6
(+) Related party consultancy services		3.8	0.8		3.8	3.5
(+) Nasdaq listing expenses		–			61.5
Adjusted EBITDA		2.4	(2.1)		150.1	53.4

Brazil Ag Retail		4Q23	4Q24		FY23	FY24
(in millions of US dollars)
Net profit (loss)		1.1	(62.7)		52.5	(118.1)
(+) Income taxes		(21.0)	13.2		(41.0)	(8.8)
(+) Finance income (costs)		16.5	46.5		101.2	151.3
(+) Depreciation and amortization		6.1	6.4		23.6	25.0
(+) Share of profit of an associate		–	(0.4)		–	(0.5)
(+) DeSPAC related bonus		0.8	–		5.3	1.3
Adjusted EBITDA		3.4	3.0		141.6	50.1

Latam Ag Retail		4Q23	4Q24		FY23	FY24
(in millions of US dollars)
Net profit (loss)		0.8	0.8		7.0	2.2
(+) Income taxes		0.7	0.1		4.3	1.7
(+) Finance income (costs)		0.8	1.8		3.0	5.3
(+) Depreciation and amortization		0.7	0.6		2.2	2.3
(+) M&A expenses		0.2	0.3		0.6	0.3
(+) DeSPAC related bonus		0.1	–		0.5	0.6
Adjusted EBITDA		3.3	3.6		17.6	12.3

Crop Care		4Q23	4Q24		FY23	FY24
(in millions of US dollars)
Net profit (loss)		(4.4)	(7.3)		10.8	3.2
(+) Income taxes		(1.3)	1.0		4.7	3.1
(+) Finance income (costs)		5.6	2.9		9.6	11.4
(+) Depreciation and amortization		0.9	0.9		2.6	4.1
(+) Share of profit of an associate		–	0.4		–	0.1
(+) M&A expenses		0.1	0.0		0.1	0.1
(+) Stock-based compensation		0.1	0.1		0.4	0.3
(+) DeSPAC related bonus		–	–		–	–
(+) Related party consultancy services		0.2	–		0.2	0.3
Adjusted EBITDA		1.2	(2.0)		28.4	22.5

Corporate & Intercompany Elim.		4Q23	4Q24		FY23	FY24
(in millions of US dollars)
Net profit (loss)		(17.1)	(8.0)		(113.9)	(41.9)
(+) Income taxes		1.0	–		(2.0)	(2.2)
(+) Finance income (costs)		5.3	(0.9)		5.8	(4.2)
(+) Depreciation and amortization		0.6	1.1		3.9	4.7
(+) Share of profit of an associate		–	0.1		–	0.1
(+) M&A expenses		0.5	(0.2)		1.4	4.0
(+) Stock-based compensation		0.4	0.3		2.4	2.9
(+) DeSPAC related bonus		–	0.1		–	1.8
(+) Related party consultancy services		3.6	0.8		3.6	3.2
(+) Nasdaq listing expenses		–	–		61.5	–
Adjusted EBITDA		(5.6)	(6.7)		(37.3)	(31.6)

		Results in BRL
		(in millions of Brazilian reais)
Consolidated Results		4Q23	4Q24		FY23	FY24
(in millions of Brazilian reais)
Net profit (loss)		(96.6)	(403.3)		(218.7)	(785.0)
(+) Income taxes		(102.0)	74.6		(172.3)	(25.6)
(+) Finance income (costs)		139.5	262.7		617.8	822.5
(+) Depreciation and amortization		41.3	46.6		167.5	180.0
(+) Share of profit of an associate		–	0.3		–	(1.5)
(+) M&A expenses		3.9	1.0		11.0	21.7
(+) Stock-based compensation		2.6	2.2		14.5	15.6
(+) DeSPAC related bonus		4.3	0.4		29.7	18.0
(+) Related party consultancy services		18.7	4.3		18.7	17.5
(+) Nasdaq listing expenses		–			319.6	–
Adjusted EBITDA		11.7	(11.2)		787.9	263.2

Brazil Ag Retail		4Q23	4Q24		FY23	FY24
(in millions of Brazilian reais)
Net profit (loss)		5.6	(327.3)		275.5	(600.9)
(+) Income taxes		(104.2)	68.8		(208.3)	(39.1)
(+) Finance income (costs)		81.5	242.7		525.1	760.0
(+) Depreciation and amortization		30.1	33.3		122.0	124.9
(+) Share of profit of an associate		–	(2.0)		–	(2.8)
(+) DeSPAC related bonus		3.8	–		27.1	6.3
Adjusted EBITDA		16.9	15.4		741.3	248.5

Latam Ag Retail		4Q23	4Q24		FY23	FY24
(in millions of Brazilian reais)
Net profit (loss)		4.0	3.9		36.4	10.9
(+) Income taxes		3.5	0.7		22.3	8.3
(+) Finance income (costs)		4.1	9.4		15.4	26.5
(+) Depreciation and amortization		3.5	3.0		11.8	11.3
(+) M&A expenses		0.9	1.7		3.1	1.7
(+) DeSPAC related bonus		0.5	–		2.6	3.0
Adjusted EBITDA		16.5	18.8		91.6	61.8

Crop Care		4Q23	4Q24		FY23	FY24
(in millions of Brazilian reais)
Net profit (loss)		(21.7)	(38.2)		58.3	13.6
(+) Income taxes		(6.5)	5.1		24.9	15.8
(+) Finance income (costs)		27.6	15.4		48.4	57.1
(+) Depreciation and amortization		4.5	4.4		13.6	20.4
(+) Share of profit of an associate		–	1.9		–	0.6
(+) M&A expenses		0.3	0.2		0.7	0.4
(+) Stock-based compensation		0.5	0.4		2.0	1.3
(+) DeSPAC related bonus		–	–		–	–
(+) Related party consultancy services		1.1	0.2		1.1	1.5
Adjusted EBITDA		5.8	(10.6)		149.0	110.7

Corporate & Intercompany Elim.		4Q23	4Q24		FY23	FY24
(in millions of Brazilian reais)
Net profit (loss)		(84.6)	(41.7)		(588.8)	(208.6)
(+) Income taxes		5.1	0.0		(11.1)	(10.7)
(+) Finance income (costs)		26.3	(4.8)		29.0	(21.1)
(+) Depreciation and amortization		3.2	5.8		20.2	23.3
(+) Share of profit of an associate		–	0.5		–	0.7
(+) M&A expenses		2.7	(0.9)		7.3	19.5
(+) Stock-based compensation		2.1	1.8		12.5	14.4
(+) DeSPAC related bonus		–	0.4		–	8.7
(+) Related party consultancy services		17.6	4.2		17.6	16.0
(+) Nasdaq listing expenses		–	–		319.6	–
Adjusted EBITDA		(27.5)	(34.8)		(193.9)	(157.8)

Reconciliation of Adjusted Net Profit (Loss)

		USD (in millions of US dollars)
Consolidated Results		4Q23	4Q24		FY23	FY24
Net profit (loss)		(19.5)	(77.3)		(43.7)	(154.6)
(+) FV of inventories from acquired companies		0.6	–		5.2	0.2
(+) Share of profit of an associate		–	0.1		–	(0.3)
(+) M&A expenses		0.8	0.2		2.2	4.4
(+) Stock-based compensation		0.5	0.4		2.8	3.2
(+) DeSPAC related bonus		0.9	0.1		5.8	3.6
(+) Related party consultancy services		3.8	0.8		3.8	3.5
(+) Nasdaq listing expenses		–	–		61.5	–
(+) Tax impact of adjustments		(2.2)	(0.6)		(6.7)	(5.0)
Adjusted net profit (loss)		(15.2)	(76.2)		30.9	(144.9)

		BRL (in millions of Brazilian reais)
Consolidated Results		4Q23	4Q24		FY23	FY24
Net profit (loss)		(96.6)	(403.3)		(218.7)	(785.0)
(+) FV of inventories from acquired companies		3.1	0.3		26.9	1.0
(+) Share of profit of an associate		–	0.3		–	(1.5)
(+) M&A expenses		3.9	1.0		11.0	21.7
(+) Stock-based compensation		2.6	2.2		14.5	15.6
(+) DeSPAC related bonus		4.3	0.4		29.7	18.0
(+) Related party consultancy services		18.7	4.3		18.7	17.5
(+) Nasdaq listing expenses		–	–		319.6	–
(+) Tax impact of adjustments		(11.1)	(2.5)		(34.3)	(24.6)
Adjusted net profit (loss)		(75.0)	(397.3)		167.5	(737.3)

About Lavoro

Lavoro is Brazil’s largest agricultural inputs retailer and a leading producer of agricultural biological products. Lavoro’s shares and warrants are listed on the Nasdaq stock exchange under the tickers “LVRO” and “LVROW.” Through its comprehensive portfolio of products and services, the company empowers small and medium-size farmers to adopt the latest emerging agricultural technologies and enhance their productivity. Since its founding in 2017, Lavoro has broadened its reach across Latin America, serving 72,000 customers in Brazil, Colombia, and Uruguay, via its team of over 1,000 technical sales representatives (RTVs), its network of over 210 retail locations, and its digital marketplace and solutions. Lavoro’s RTVs are local trusted advisors to farmers, regularly meeting them to provide agronomic recommendations throughout the crop cycle to drive optimized outcomes. Learn more about Lavoro at ir.lavoroagro.com.

Reportable Segments

Lavoro’s reportable segments are the following:

Brazil Ag Retail: comprises companies dedicated to the distribution of agricultural inputs such as crop protection, seeds, fertilizers, and specialty products, in Brazil.

Latam Ag Retail: includes companies dedicated to the distribution of agricultural inputs outside Brazil (currently primarily in Colombia).

Crop Care: includes companies that manufacture and distribute our own portfolio of private label specialty products (i.e., biologicals, adjuvants, specialty fertilizers, and other specialty products), and import and distribute off-patent crop protection products.

Lavoro’s Fiscal Year

Lavoro follows the crop year, which means that its fiscal year comprises July 1^st of each year, until June 30 of the following year. Given this, Lavoro’s quarters have the following format:

1Q – quarter starting on July 1 and ending on September 30.
2Q – quarter starting on October 1 and ending on December 31.
3Q – quarter starting on January 1 and ending on March 31.
4Q – quarter starting on April 1 and ending on June 30.

Definitions

RTVs: refer to Lavoro’s technical sales representatives (Representante Técnico de Vendas), who are linked to its retail stores, and who develop commercial relationships with farmers.

Forward-Looking Statements

The contents of any website mentioned or hyperlinked in this press release are for informational purposes and the contents thereof are not part of or incorporated into this press release.
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “aims,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expectations regarding the growth of Lavoro’s business and its ability to realize expected results, grow revenue from existing customers, and consummate acquisitions; opportunities, trends, and developments in the agricultural input industry, including with respect to future financial performance in the industry. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lavoro.

These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the outcome of any legal proceedings that may be instituted against Lavoro related to the business combination agreement or the transaction; the ability to maintain the listing of Lavoro’s securities on Nasdaq; the price of Lavoro’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Lavoro operates, variations in operating performance across competitors, changes in laws and regulations affecting Lavoro’s business; Lavoro’s inability to meet or exceed its financial projections and changes in the consolidated capital structure; changes in general economic conditions; the ability to implement business plans, forecasts, and other expectations, changes in domestic and foreign business, market, financial, political and legal conditions; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; costs related to being a public company and other risks and uncertainties indicated from time to time in the Annual Report on Form 20-F filed by Lavoro or in the future, including those under “Risk Factors” therein, or Lavoro’s other filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Lavoro currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect Lavoro’s expectations, plans, or forecasts of future events and views as of the date of this press release. Lavoro anticipates that subsequent events and developments will cause Lavoro’s assessments to change. However, while Lavoro may elect to update these forward-looking statements at some point in the future, Lavoro specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lavoro’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Financial Statements

Detailed financial statements provided on Form 6-K as filed with the SEC can be accessed on the Company’s investor relations website at https://ir.lavoroagro.com/disclosure-and-documents/sec-filings/.

Contact

Julian Garrido
julian.garrido@lavoroagro.com

Tigran Karapetian
tigran.karapetian@lavoroagro.com

Fernanda Rosa
fernanda.rosa@lavoroagro.com