Financial assets and financial liabilities | 12 Financial assets and financial liabilities 12.1 Financial assets Financial assets 2020 2019 At amortized cost Cash and cash equivalents 1,045,042 943,209 Restricted cash 2,053 16,841 Trade receivables 309,944 135,240 Total 1,357,039 1,095,290 Current 1,347,359 1,083,436 Non-current 9,680 11,854 12.2 Financial liabilities Financial liabilities 2020 2019 At amortized cost Trade payables 35,743 17,628 Loans and financing 617,485 60,357 Lease liabilities 447,703 284,515 Accounts payable to selling shareholders 518,240 300,237 Notes payable 76,181 - Advances from customers 63,839 36,860 Total 1,759,191 699,597 Current 467,643 262,671 Non-current 1,291,548 436,926 Derivatives not designated as hedging instruments Cross-currency interest rate swaps - 757 Total - 757 Current - 757 Non-current - - Debt instruments at amortized cost include trade receivables and receivables from related parties. Financial assets at amortized cost also include cash and cash equivalents and restricted cash. Derivatives not designated as hedging instruments reflect the positive change in fair value of cross-currency interest rate swaps that are not designated in hedge relationships, but are intended to mitigate the foreign currency risk for the loan denominated in Euros. 12.2.1 Loans and financing Financial institution Currency Interest rate Maturity 2020 2019 Itaú Unibanco S.A. (e) Euro 1.01% p.y. 2020 - 52,959 Itaú Unibanco S.A. Brazilian real 1.22% a 1.26% p.m. 2020 - 648 FINEP (d) Brazilian real TJLP p.y. 2027 10,864 6,750 BNDES (c) Brazilian real 10.03% p.y. 2024 471 - Banco Votorantim (b) Brazilian real CDI + 1.65% p.y. 2021 101,785 - Itaú Unibanco S.A. (a) Brazilian real CDI + 1.62% p.y. 2023 504,365 - 617,485 60,357 Current 107,162 53,607 Non-current 510,323 6,750 (a) On October 1, 2020, Afya Brazil entered into a loan with Banco Itaú Unibanco S.A. in the amount of R$ 500,000 adjusted by the CDI rate plus (b) On July 3, 2020, Afya Brazil entered into a loan agreement with Banco Votorantim S.A. in the amount of R$ 100,000 adjusted by the CDI rate plus an interest rate of 1.65% per year and is repayable at maturity on July 5, 2021. (c) On May 5, 2020, as a result of the acquisition of UniSL, the Company assumed loans agreements BNDES which has an interest rate of 10.03% per year and maturity in 2024. (d) On July 23, 2019, Medcel entered into a loan of R$ 16,153 with Financiadora de Estudos e Projetos (“FINEP”), a governmental agency focused on financing investments on R&D, which has an interest rate based on TJLP (Long term interest rate), 2019 and maturity in 2027. The first and second tranches of R$6,734 and R$4,130, respectively, were drawdown in October 2019 and December 2020, respectively, in order to develop the Medical web series and other digital content. There is no financial covenant related to this agreement. The loan is guaranteed by bank warranty in the amount of R$ 10,864. (e) On November 16, 2018, Afya Brazil entered into a euro-denominated loan agreement with Itaú Unibanco S.A. in the amount of R$ 74,980 (equivalent to €17,500). The loan accrues interest at 1.01% per annum and is repayable in three equal installments on November 18, 2019, May 18, 2020 and November 12, 2020. The loan agreement contains a financial covenant requiring Afya Brazil to maintain a Net Debt to EBITDA ratio less or equal to: 2.2x at end of 2018 and 2019 and 1.8x at the end of 2020. The loan was guaranteed by financial investments, classified as restricted cash, in the amount of R$14,788 as of December 31, 2019. This loan was repaid on November 12, 2020. Fair value Cross-currency interest rate swap agreements Principal amount (notional) 2020 2019 Asset position: Euros + 1.01% p.y. 49,165 - 53,045 Liability position: 128% of CDI (49,165) - (53,802) Net position – assets (liabilities) - (757) Current assets (liabilities) - (757) Noncurrent assets (liabilities) - - 12.2.2 Leases The Company adopted IFRS 16 using the modified retrospective method of adoption with the date of initial application of January 1, 2019. The Company has lease contracts for properties. The maturity of the lease contracts generally have lease terms between 5 and 30 years. There are no sublease and variable payments in-substance lease agreements in the period. Set out below are the carrying amounts of right-of-use assets and lease liabilities and the movements during the period: Right-of-use assets Lease liabilities As at January 1, 2019 212,360 212,360 Additions 19,100 19,100 Business combinations 61,145 61,365 Depreciation expense (18,330) - Interest expense - 31,469 Payments of lease liabilities - (39,779) As at December 31, 2019 274,275 284,515 Additions 64,743 64,743 Remeasurement 34,161 34,161 Business combinations 76,855 76,855 Depreciation expense (29,386) - Interest expense - 44,458 Payments of lease liabilities - (55,455) Disposals (1,574) (1,574) As at December 31, 2020 419,074 447,703 As at December 31, 2019 Current - 22,693 Non-current 274,275 261,822 As at December 31, 2020 Current - 61,976 Non-current 419,074 385,727 The Company recognized lease expense from short-term leases and low-value assets of R$ 2,555 for the year ended December 31, 2020 (R$ 4,494 for the year ended December 31, 2019). 12.2.3 Accounts payable to selling shareholders 2020 2019 - Acquisition of IESP (a) 38,771 75,450 Acquisition of FADEP (b) - 18,745 Acquisition of FASA (c) 70,356 105,306 Acquisition of IPEMED (d) 38,622 45,646 Acquisition of IPEC (e) 28,307 55,090 Acquisition of UniRedentor (f) 97,773 - Acquisition of UniSL (g) 53,386 - Acquisition of FCMPB (h) 189,420 - Acquisition of FESAR (i) 1,569 - Acquisition of MedPhone (j) 36 - 518,240 300,237 Current 188,420 131,883 Non-current 329,820 168,354 2020 2019 2018 Opening balance 300,237 177,730 - Cash flows (134,518) (92,688) - Acquisition of IPEC - 54,000 - Interest 13,884 17,977 1,687 Business combinations 343,140 144,538 176,043 Compensation of legal proceedings disbursement (4,503) (1,320) - Closing balance 518,240 300,237 177,730 (a) On November 27, 2018, Afya Brazil acquired 80% of IESP and the amounts of (i) R$8,906 was paid in February 2019, and (ii) R$106,200 is payable in three equal installments of R$35,400, each adjusted by the CDI rate through the payment date. The first and second installments were paid in November 2019 and 2020, respectively, and the remaining installment is due by the end of the third year from the transaction closing date. (b) On December 5, 2018, Afya Brazil acquired 100% of FADEP and the amount of R$52,846 is payable in three equal installments of R$17,615, each adjusted by the SELIC rate through the payment date and due semiannually from the transaction closing date. The first installment was paid in June 2019, the second installment was paid in December 2019, and the last installment was paid in June 2020. (c) On April 3, 2019, Afya Brazil acquired 90% of FASA and R$ 39,695 was paid in April 2020, R$ 29,770 is payable in April 2021, and R$ 29,770 is payable in April 2022; each adjusted by the IPCA rate + 4.1% per year. (d) On May 9, 2019, Afya Brazil acquired 100% of IPEMED and R$ 45,303 is payable in five equal installments of R$ 9,061, adjusted by the CDI rate, and due annually in February 2020, 2021, 2022, 2023 and 2024. (e) On August 13, 2019, Afya Brazil acquired 100% of IPEC and R$54,000 was paid in cash on the transaction closing date, and (ii) R$54,000 is payable in two equal installments, adjusted by the CDI rate, and due annually at the end of the first and the second year from the transaction closing date. (f) On January 31, 2020, Afya Brazil acquired 100% of UniRedentor and R$ 114,607 was paid in cash on the transaction closing date, and the original amount of R$100,000 is payable in five equal installments from January 2021 through July 2024, adjusted by the CDI rate. The purchase consideration was adjusted by R$4,503 and such amount will be deducted from the first installment due in January 2021. (g) On May 5, 2020, Afya Brazil acquired 100% of UniSL. The purchase consideration is R$201,521, of which: R$ 141,065 was paid in cash on the transaction closing date, and R$ 60,456 is payable in three equal installments through May 2023, adjusted by the CDI rate. The purchase consideration was adjusted by R$7,816 and such amount will be deducted from the first installment due in May 2021. (h) On November 9, 2020, Afya Brazil acquired 100% of FCMPB. The net purchase price of R$379,913 was adjusted to R$378,807 , of which: R$ 189, was paid in cash on the transaction closing date, and R$ 188,894 is payable in four installments through November 2024, adjusted by the CDI rate. (i) On November 3, 2020, Afya Brazil acquired 100% of the share capital of FESAR. The aggregate purchase price was R$260,836, including the CDI rate adjustment from the singing and the real state of the operation, estimated at R$ 17,397, of which 100% was paid in cash on the closing of the operation. The purchase consideration was adjusted by R$1,569 and was paid on February 25, 2021. (j) On November 4, 2020, Afya Brazil acquired 100% of the share capital of MedPhone. The net purchase price was R$6,373 of which 100% was paid in cash on the closing of the operation. The purchase consideration was adjusted by R$36 and was paid on February 2, 2021. 12.2.4 Notes payable With the acquisition of UniSL, Afya Brazil assumed notes payable regarding the previous acquisition of a portion of the operations of Universidade Luterana do Brasil (ULBRA) by UniSL in auction by the end of 2018. Two of the UniSL campuses, located in the cities of Ji-Paraná and Porto Velho in the State of Rondônia, were acquired in such transaction. As at December 31, 2020, notes payable of R$ 76,181, has a final maturity in 2023 and is adjusted by 100% of IPCA-E. Set out below are the carrying amount of notes payable and the movements during the period: Notes payable As at January 1, 2020 - Business combination 80,526 Payments (5,974) Monetary indexation 1,629 As at December 31, 2020 76,181 Current liabilities 10,503 Non-current liabilities 65,678 12.3 Fair values The table below is a comparison of the carrying amounts and fair values of the Company’s financial instruments, other than those carrying amounts that are reasonable approximation of fair values: 2020 2019 Carrying amount Fair value Carrying amount Fair value Financial assets Restricted cash 2,053 2,053 16,841 16,841 Trade receivables (non-current) 7,627 7,627 9,801 9,801 Total 9,680 9,680 26,642 26,642 Financial liabilities Loans and financing 617,485 637,723 60,357 60,443 Lease liabilities 447,703 447,703 284,515 284,515 Accounts payable to selling shareholders 518,240 518,240 300,237 300,237 Notes payable 76,181 76,181 - - Derivatives - - 757 757 Total 1,659,609 1,679,847 645,866 645,952 The Company assessed that the fair values of cash and cash equivalents, restricted cash, trade receivables, other assets, trade payables, advances from customers and other liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. Derivatives not designated as hedging instruments are recorded at fair value. The fair value of interest-bearing borrowings and loans are determined by using the DCF method using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk at December 31, 2020 was assessed to be insignificant. 12.4.Financial instruments risk management objectives and policies The Company’s principal financial liabilities, other than derivatives, comprise loans and financing, accounts payable to selling shareholders, trade payables and advances from customers. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade receivables, cash and cash equivalents and financial investments classified as restricted cash that derive directly from its operations. The Company has also entered into derivative transactions to protect its exposure to foreign currency risk. The Company is exposed to market risk, credit risk and liquidity risk. The Company monitors market, credit and operational risks in line with the objectives in capital management and counts with the support, monitoring and oversight of the Board of Directors in decisions related to capital management and its alignment with the objectives and risks. The Company’s policy is that no trading of derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below. 12.4.1 Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s exposure to market risk is related to interest rate risk and foreign currency risk. The sensitivity analysis in the following sections relate to the position as at December 31, 2020. (i) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s cash equivalents and financial investments classified as restricted cash with floating interest rates and accounts payable to selling shareholders. Sensitivity analysis The following table demonstrates the sensitivity to a reasonably possible change in the current interest rates on cash equivalents, restricted cash, loans and financing and derivatives and accounts payable to selling shareholders. With all variables held constant, the Company’s income before income taxes is affected through the impact on floating interest rate, as follows: Increase / decrease in basis points Balance as of 12/31/2020 Index – % per year Base rate +75 -75 +150 -150 Cash equivalents 916,790 90.95% CDI 15,843 6,876 (6,876) 13,752 (13,752) Restricted cash 2,053 76.10% CDI 30 15 (15) 31 (31) Loans and financing (10,864) TJLP p.y. (494) (81) 81 (163) 163 Loans and financing (101,785) 1.65%+100%CDI (3,613) (763) 763 (1,527) 1,527 Loans and financing (504,365) 1.62%+CDI (17,754) (3,783) 3,783 (7,565) 7,565 Accounts payable to selling shareholders (447,848) CDI (8,510) (3,359) 3,359 (6,718) 6,718 Accounts payable to selling shareholders (70,356) IPCA+4.1% (2,894) (528) 528 (1,055) 1,055 Notes payable (76,181) IPCA (1,028) (571) 571 (1,143) 1,143 (ii) Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates to cash and cash equivalents denominated in U.S. dollars in the amount of R$70,523 as of December 31, 2020 (December 31, 2019: R$2,529). Foreign currency sensitivity The following table demonstrates the sensitivity in the Company’s income before income taxes of a 10% change in the U.S. dollar exchange rate (R$5.1961 to U.S. dollar 1.00) as of December 31, 2020 and 2019, with all other variables held constant. Exposure +10% -10% As of December 31, 2020 Cash and cash equivalents 70,523 7,052 (7,052) 12.4.2 Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including cash and cash equivalents and restricted cash. Customer credit risk is managed by the Company based on the established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. See Note 7 for additional information on the Company’s trade receivables. Credit risk from balances with banks and financial institutions is management by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within limits assigned to each counterparty. The Company’s maximum exposure to credit risk for the components of the statement of financial position at December 31, 2020 and 2019 is the carrying amounts of its financial assets. 12.4.3 Liquidity risk The Company’s Management has responsibility for monitor liquidity risk. In order to achieve the Company’s objective, Management regularly reviews the risk and maintains appropriate reserves, including bank credit facilities with first tier financial institutions. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets and liabilities. The main requirements for financial resources used by the Company arise from the need to make payments for suppliers, operating expenses, labor and social obligations, loans and financing and accounts payable to selling shareholders. The tables below summarize the maturity profile of the Company’s financial liabilities based on contractual undiscounted amounts: As of December 31, 2020 Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total Trade payables 35,743 - - - 35,743 Loans and financing 125,137 566,157 4,010 3,094 698,398 Lease liabilities 63,092 131,225 124,114 705,115 1,023,546 Accounts payable to selling shareholders 191,145 262,340 81,153 - 534,638 Notes payable 11,083 83,803 - - 94,886 Advances from customers 63,839 - - - 63,839 490,039 1,043,525 209,277 708,209 2,451,050 As of December 31, 2019 Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total Trade payables 17,628 - - - 17,628 Loans and financing 54,507 3,537 2,517 1,926 62,487 Lease liabilities 44,139 81,326 76,013 502,831 704,309 Accounts payable to selling shareholders 137,608 182,535 12,072 - 332,215 Advances from customers 36,860 - - - 36,860 Derivatives 757 - - - 757 291,499 267,398 90,602 504,757 1,154,256 12.5 Changes In liabilities arising from financing activities January 1, 2020 Payments Addition / Remeasurement Interest Foreign exchange movement Business combination Other December 31, 2020 Loans and financing 60,357 (155,090) 605,041 10,031 21,279 75,815 52 617,485 Lease liabilities 284,515 (55,455) 98,904 44,458 - 76,855 (1,574) 447,703 Dividends payable - (12,984) 12,984 - - - - - Total 344,872 (223,529) 716,929 54,489 21,279 152,670 (1,522) 1,065,188 January 1, 2019 Payments Addition / Remeasurement Interest Foreign exchange movement Business combination Other December 31, 2019 Loans and financing 77,829 (75,093) 7,383 6,025 1,126 43,087 - 60,357 Lease liabilities 212,360 (39,779) 19,100 31,469 - 61,365 - 284,515 Dividends payable 4,107 (51,812) 51,812 - - - (4,107) - Total 294,296 (166,684) 78,295 37,494 1,126 104,452 (4,107) 344,872 January 1, 2018 Payments Addition / Remeasurement Interest Foreign exchange movement Business combination Other December 31, 2018 Loans and financing 3,823 (6,492) 74,980 2,821 2,697 - - 77,829 Related parties 106 (106) - - - - - - Dividends payable 14,888 (5,845) - - - - (4,936) 4,107 Total 18,817 (12,443) 74,980 2,821 2,697 - (4,936) 81,936 |