Financial assets and financial liabilities | 13 Financial assets and financial liabilities 13.1 Financial assets Schedule of financial assets Financial assets 2022 2021 At amortized cost Trade receivables 495,399 405,793 Total 495,399 405,793 Current 452,831 378,351 Non-current 42,568 27,442 Financial instruments at amortized cost include trade receivables. 13.2 Financial liabilities Schedule of financial liabilities Financial liabilities 2022 2021 At amortized cost Trade payables 71,482 59,098 Loans and financing 1,882,901 1,374,876 Lease liabilities 769,525 714,085 Accounts payable to selling shareholders 528,678 679,826 Notes payable 62,176 72,726 Advances from customers 133,050 114,585 Total 3,447,812 3,015,196 Current 706,080 581,685 Non-current 2,741,732 2,433,511 13.2.1 Loans and financing Schedule of loans and financing Financial institution Currency Interest rate Maturity 2022 2021 Banco Itaú Unibanco S.A. (a) Brazilian real CDI + 1.90% p.y. 2025 518,134 510,972 FINEP (b) Brazilian real TJLP p.y. 2027 8,418 10,145 Banco Itaú Unibanco S.A. (c) Brazilian real CDI + 1.75% p.y. 2024 32,252 31,199 Softbank (d) Brazilian real 6.5% p.y. 2026 824,258 822,560 Debentures (e) Brazilian real CDI + 1.80 p.y. 2028 499,839 - 1,882,901 1,374,876 Current 145,202 128,720 Non-current 1,737,699 1,246,156 (a) On October 1, 2020, Afya Brazil entered into a loan with Banco Itaú Unibanco S.A. in the amount of R$ 500,000 1.62 On September 28, 2022 Afya signed an amendment with Banco Itau Unibanco S.A in order to extend its debt profile, postponing the original repayments dates from 2022 and 2023 to 2023, 2024 and 2025. Due to such extension, the spread over CDI rate increased from 1.62 1.90 (b) On July 23, 2019, Medcel entered into a loan of R$ 16,153 6,734 4,130 (c) On October 28, 2020, UNIFIPmoc entered into a loan with Banco Itaú Unibanco S.A. in the amount of R$ 30,000 1.75 (d) On April 26, 2021, the Company issued and sold 150,000 0.00005 150,000 821,805 Each Series A perpetual convertible preferred share is entitled to a cash dividend of 6.5% per annum and is convertible, at the holder’s discretion, into the Company’s Class A common shares at an initial conversion price of US$25.35. The Company may require the conversion of any or all of the Series A perpetual convertible preferred shares at any time on or after the three-year anniversary of the original issuance date if certain conditions set forth in the certificate of designation are met (if for 20 out of 30 consecutive trading days prior, Afya’s stock price is equal or above 150% of the conversion rate). The Company may also redeem any or all of the Series A perpetual convertible preferred shares for cash, shares of its common shares or a combination thereof at its election, at any time on or after the seven-year anniversary of the original issuance date as determined in the certificate of designation. On or after the five-year anniversary of the original issuance date, the holders of the Series A convertible perpetual preferred shares shall have the right to redeem all of the outstanding Series A convertible perpetual preferred shares for cash, the Company’s common shares or a combination thereof (at the Company’s election, subject to certain conditions) to be determined in the certificate of designation. Upon the occurrence of a change of control, the holders will have the right to redeem their Series A convertible perpetual preferred shares for cash at a price set forth in the certificate of designation. The Series A convertible perpetual preferred shares will be entitled with the same voting rights of the common shares only when converted into it. The Company determined that the Series A perpetual convertible preferred shares should be classified as financial liability at amortized cost upon their issuance since is redeemable primarily according to the decision of the holder and there is a contractual obligation to deliver assets (cash, shares of its common shares or a combination thereof) that could not be avoided by the Company in an event of redemption. The financial liability is denominated in Brazilian Reais and thus not subject to foreign exchange changes. In addition, as the entire instrument is classified as a liability, the embedded put option to redeem the Series A perpetual convertible preferred shares for cash is an embedded derivative. The embedded derivative will not be treated separately once the exercise price of the option is closely related to the host contract. The initial transaction costs that are directly attributable to the issuance of Series A perpetual convertible preferred shares were measured at fair value together with the financial liability on initial measurement. The transaction costs totaled R$ 13,030 (e) On December 16, 2022, Afya announced the closing of the issuance, through its wholly-owned subsidiary Afya Brazil, of 500,000 1 500.000 100 1.80 This transaction is subject to certain obligations including financial covenants. According to this offering, Afya shall maintain net debt (excluding Softbank transaction and lease liabilities) to adjusted EBITDA ratio below or equal to 3.0 x, at the end of each fiscal year, until maturity date. Adjusted EBITDA considers net income plus (i) income taxes expenses, (ii) net financial result (excluding interest expenses on lease liabilities), (iii) depreciation and amortization expenses (excluding right-of-use depreciation expenses), (iv) share-based compensation expenses, (v) share of income of associate, (vi) interest received and (vii) non-recurring expenses. As of December 31, 2022, the Company is compliant with all obligations set forth in the deed of issuance. The transaction costs that are directly attributable to the issuance of debentures were measured at fair value together with the financial liability on initial measurement. The transaction costs totaled R$ 3,115 13.2.2 Leases The Company has lease contracts for properties. The lease contracts generally have maturities in the lease terms between 5 30 The carrying amounts of right-of-use assets and lease liabilities as of December 31, 2022 and December 31, 2021 and the movements during the years are described below: Schedule of right-of-use assets and lease liabilities Right-of-use assets Lease liabilities As of January 1, 2021 419,074 447,703 Additions 62,689 62,689 Remeasurement 95,962 95,962 Business combinations 139,514 139,514 Depreciation expense (43,237) - Interest expense - 67,212 Payments of lease liabilities - (87,751) Write-off (10,316) (11,244) As of December 31, 2021 663,686 714,085 Additions 42,250 42,250 Remeasurement 58,623 58,623 Depreciation expense (54,684) - Interest expense - 88,571 Payments of lease liabilities - (113,512) Write-off (a) (19,802) (20,492) As of December 31, 2022 690,073 769,525 As of December 31, 2021 Current - 24,955 Non-current 663,686 689,130 As of December 31, 2022 Current - 32,459 Non-current 690,073 737,066 (a) Refers to anticipated termination of real estate leasing contracts. The Company recognized lease expense from short-term leases and low-value assets of R$ 12,153 11,229 2,555 13.2.3 Accounts payable to selling shareholders Schedule of accounts payable to selling shareholders 2022 2021 Acquisition of FASA (a) - 41,581 Acquisition of IPEMED (b) 22,654 30,233 Acquisition of UniRedentor (c) 72,064 85,506 Acquisition of UniSãoLucas (d) 37,301 42,672 Acquisition of FCMPB (e) 111,755 149,175 Acquisition of Medicinae (f) - 3,887 Acquisition of Medical Harbour (g) 4,053 6,801 Acquisition of Cliquefarma (h) - 3,050 Acquisition of Shosp (i) 2,206 2,141 Acquisition of Unigranrio (j) 216,716 249,979 Acquisition of RXPRO (k) 1,781 10,245 Acquisition of Guaranhuns (l) 30,653 54,556 Acquisition of Além da Medicina (m) 11,996 - Acquisition of CardioPapers (n) 7,979 - Acquisition of Glic (o) 9,520 - 528,678 679,826 Current 261,711 239,849 Non-current 266,967 439,977 2022 2021 2020 Opening balance 679,826 518,240 300,237 Cash flows (i) (261,188) (192,681) (134,518) Acquisition of licenses (ii) 24,408 54,000 - Interest 68,064 31,915 13,884 Reversals (iii) (10,353) - - Consideration to be transferred on business combinations - 243,816 343,140 Consideration to be transferred on business combinations (Earn-outs) 27,921 24,536 - Compensation of legal proceedings disbursement - - (4,503) Closing balance 528,678 679,826 518,240 (i) R$ 30,174 (ii) R$ 8,637 1,716 (a) On April 3, 2019, Afya Brazil acquired 90 39,695 29,770 29,770 (b) On May 9, 2019, Afya Brazil acquired 100 45,303 9,061 (c) On January 31, 2020, Afya Brazil acquired 100 100,000 4,503 (d) On May 5, 2020, Afya Brazil acquired 100 60,456 7,816 (e) On November 9, 2020, Afya Brazil acquired 100 188,894 (f) On March 25, 2021, Afya Brazil acquired 100 4,400 1,716 (g) On April 8, 2021, Afya Brazil acquired 100 9,000 4,053 (h) On April 16, 2021, Afya Brazil acquired 100 3,000 (i) On May 13, 2021, Afya Brazil acquired 100 454 1,793 2,206 (j) On August 4, 2021, Afya Brazil acquired 100 618,956 (k) On October 01, 2021, Afya Brazil acquired 100 21,000 1,781 (l) On November 05, 2021, Afya Brazil concluded the acquisition of 100 54,000 54,000 (m) On March 4, 2022, Afya Brazil acquired 100 19,200 11,074 763 (n) On April 5, 2022 100 15,000 7,422 333 (o) On March 23, 2022, Afya Brazil acquired 100 12,000 8,995 13.2.4 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 of December 31, 2022, the notes payable of R$ 62,176 Set out below are the carrying amount of notes payable and the movements during the years ended December 31, 2022 and 2021: Schedule of carrying amount of notes payable and the movements Notes payable As of January 1, 2021 76,181 Payments (*) (11,068) Monetary indexation 7,613 As of December 31, 2021 72,726 Payments (*) (15,008) Monetary indexation 4,458 As of December 31, 2022 62,176 As of December 31, 2021 Current liabilities 14,478 Non-current liabilities 58,248 As of December 31, 2022 Current liabilities 62,176 Non-current liabilities - (*) The amounts have been included on the investing activities of the cash flow statement. 13.3 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: Schedule of fair values of Company’s financial instruments 2022 2021 Carrying amount Fair value Carrying amount Fair value Financial assets Trade receivables (non-current) 42,568 42,568 27,442 27,442 Total 42,568 42,568 27,442 27,442 Financial liabilities Loans and financing 1,882,901 1,934,295 1,374,876 1,387,136 Lease liabilities 769,525 769,525 714,085 714,085 Accounts payable to selling shareholders 528,678 528,678 679,826 679,826 Notes payable 62,176 62,176 72,726 72,726 Total 3,243,280 3,294,674 2,841,513 2,853,773 The Company assessed that the fair values of current trade receivables and other current assets, trade payables, advances from customers and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. 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 of the end of the reporting period. The own non-performance risk at December 31, 2022 was assessed to be insignificant. 13.4 Financial instruments risk management objectives and policies The Company’s principal financial liabilities comprise loans and financing, lease liabilities, accounts payable to selling shareholders, notes payable, 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 and cash and cash equivalents. The Company is exposed to market risk, credit risk and liquidity risk. The Company monitors market, credit and liquidity 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 with policies for managing each of these risks, which are summarized below. 13.4.1 Financial instruments risk management objectives and policies 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 of December 31, 2022. (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, loans and financing, accounts payable to selling shareholders and notes payable, with floating interest rates. Sensitivity analysis The following table demonstrates the sensitivity to a reasonably possible change in interest rates on cash equivalents, loans and financing and accounts payable to selling shareholders and notes payable. With all variables held constant, the Company’s income before income taxes is affected through the impact on floating interest rates, as follows: Schedule of sensitivity analysis effects on income statement 2022 Index – % per year Base rate Cash equivalents 1,011,126 99.21% of CDI 136,928 Debentures (499,839) CDI + 1.80% (77,225) Loans and financing (518,134) CDI + 1.90% (80,570) Loans and financing (32,252) CDI + 1.75% (4,966) Loans and financing (8,418) TJLP (620) Accounts payable to selling shareholders (491,143) CDI (67,041) Notes payable (62,176) IPCA (3,600) Net exposure (97,094) Increase in basis points +75 +150 Effect on profit before tax (4,504) (9,010) 2021 Index – % per year Base rate Cash equivalents 636,847 100.38% CDI 5,844 Loans and financing (510,972) CDI + 1,62% (55,032) Loans and financing (31,199) CDI + 1,75% (3,401) Loans and financing (10,145) TJLP (617) Accounts payable to selling shareholders (612,121) CDI (56,009) Accounts payable to selling shareholders (41,581) IPCA + 4,1% (1,708) Notes payable (72,726) IPCA (531) Net exposure (111,454) Increase in basis points +75 +150 Effect on profit before tax (4,814) (9,628) (ii) Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of 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$ 24,447 23,228 Foreign currency sensitivity The following table demonstrates the sensitivity in the Company’s income before income taxes of a 10 5.2171 1.00 Schedule of currencies used in sensitivity analysis Exposure +10% -10% As of December 31, 2022 Cash equivalents 24,447 2,445 (2,445) 13.4.2 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. 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 7for additional information on the Company’s trade receivables. Credit risk from balances with banks and financial institutions is managed 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 statements of financial position on December 31, 2022 and December 31, 2021 is the carrying amounts of its financial assets. 13.4.3 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: Schedule of maturity profile of financial liabilities As of December 31, 2022 Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total Trade payables 71,482 - - - 71,482 Loans and financing 287,741 788,190 1,237,599 - 2,313,530 Lease liabilities 117,506 234,688 219,127 1,139,771 1,711,092 Accounts payable to selling shareholders 282,481 339,281 - - 621,762 Notes payable 62,176 - - - 62,176 Advances from customers 133,050 - - - 133,050 954,436 1,362,159 1,456,726 1,139,771 4,913,092 As of December 31, 2021 Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total Trade payables 59,098 - - - 59,098 Loans and financing 217,903 585,686 948,503 1,212 1,753,304 Lease liabilities 103,003 211,894 204,744 1,108,555 1,628,196 Accounts payable to selling shareholders 246,059 445,066 88,989 - 780,114 Notes payable 15,644 74,306 - - 89,950 Advances from customers 114,585 - - - 114,585 756,292 1,316,952 1,242,236 1,109,767 4,425,247 13.5 Changes in liabilities arising from financing activities Schedule of changes in liabilities arising from financing activities January 1, 2022 Payments Additions Interest Business combinations Other December 31, 2022 Loans and financing 1,374,876 (118,378) 496,885 127,559 - 1,959 1,882,901 Lease liabilities 714,085 (113,512) 100,873 88,571 - (20,492) 769,525 Dividends payable - (19,736) 19,736 - - - - Total 2,088,961 (251,626) 617,494 216,130 - (18,533) 2,652,426 January 1, 2021 Payments Additions * Interest Business combinations Other December 31, 2021 Loans and financing 617,485 (158,076) 809,539 68,909 36,591 428 1,374,876 Lease liabilities 447,703 (87,751) 158,651 67,212 139,514 (11,244) 714,085 Dividends payable - (18,648) 18,648 - - - - Total 1,065,188 (264,475) 986,838 136,121 176,105 (10,816) 2,088,961 * The additions of loans and financing include proceeds from the SoftBank transaction of R$ 822,569 13,030 January 1, 2020 Payments Additions Interest Foreign exchange movement Business combinations 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 |