Financial instruments and risk management | 28 Financial i nstruments and r isk m anagement 28.1 Financial instrument categories The Group maintains operations with derivative and non-derivative financial instruments. These instruments are managed to assure liquidity and profitability. The control policy consists of monitoring the terms contracted against the terms and condition current in the market. The Company does not make investments of a speculative nature in derivatives or any other risk assets. The estimated fair value of the Group's financial instruments considered the following methods and assumptions: • Cash and cash equivalents : recognized at cost plus income earned up to the closing date of the financial statements, which approximate their fair value. • Trade receivables : arise directly from the Group's operations, classified at amortized cost, are recorded at their original values, adjusted based on the exchange rate changes, when applicable, and subject to a provision for losses. Their carrying amount is a reasonable approximation of fair value. • Loans borrowings : borrowings • Derivative financial instruments : The Group used derivative financial instruments to manage the interest rate risk exposure. This risk arises from the possibility of the Group incurring losses because of interest rate fluctuations that increase finance costs related to loans. In April, 2021, the Group has decided to not engage in new derivative agreements to manage the foreign exchange risk exposure. Existing contracts were maintained. — non-deliverable forwards are used for operations with derivative instruments, for the discounted cash flow model for fair value calculation, with future dollar and interest assumptions obtained at B3 — , , . Black and Scholes fair value statistical model is used for transactions with currency option (dollar), with future dollar and interest assumption obtained at B3. The financial instruments were valued by calculating the present value through the use of market curves that impact the specific instrument on the calculation dates. For this, future curves of USD Libor 3M, exchange coupon, and currency quotation are used. For interest rate swaps, the present value of the asset position and the liability position, both are estimated by discounting cash flows at the interest rate of the currency in which the swap is denominated. The difference between the present value of the asset and the liability position of the swap generates its fair value. The following table shows the carrying amounts and fair values of financial assets and financial liabilities, segregated by category: December 31, 2021 Amortized cost Assets/liabilities measured at FVTPL Total Financial assets Cash and cash equivalents 135,727 - 135,727 Financial investments 798,786 - 798,786 Trade receivables 340,519 - 340,519 Contract assets 134,388 - 134,388 Derivatives - 896 896 Other assets 32,949 - 32,949 1,442,369 896 1,443,265 Financial liabilities Suppliers and other payables 33,566 - 33,566 Loans and borrowings 788,709 - 788,709 Lease liabilities 81,888 - 81,888 Accounts payable for business combination 85,726 - 85,726 Derivatives - 535 535 Contract liabilities 13,722 - 13,722 Other liabilities 15,329 - 15,329 1,018,940 535 1,019,475 December 31, 2020 Amortized cost Assets/liabilities measured at FVTPL Total Financial assets Cash and cash equivalents 162,827 - 162,827 Trade receivables 196,256 - 196,256 Contract assets 50,625 - 50,625 Derivatives - 8,837 8,837 Other assets 15,368 - 15,368 425,076 8,837 433,913 Financial liabilities Suppliers and other payables 15,312 - 15,312 Loans and borrowings 89,230 - 89,230 Lease liabilities 75,228 - 75,228 Derivatives - 5,392 5,392 Contract liabilities 9,987 - 9,987 Other liabilities 8,856 - 8,856 198,613 5,392 204,005 28.2 Financial r isk m anagement The Group’s operations ar e subject to the following risk factors: a. Market r isks The Group is exposed to market risks resulting from the normal course of its activities , such as inflation, interest rates and exchange rate changes . Thus, the Group's operating results may be affected by changes in national economic policy, especially regarding short and long-term interest rates, inflation targets and exchange rate policy. Exposures to market risk are measured by sensitivity analysis. a.1 Foreign c urrency – Exchange rate changes Foreign currency risk is inherent to the Group’s business model. The Group’s revenue is mainly denominated in foreign currency and, therefore, is exposed to exchange rate changes. The Group’s expenses, on the other hand, are mainly denominated in the Group’s functional currency (Brazilian Reais) and, therefore, are not exposed to exchange rate changes. The Group is exposed to exchange rate risk on its Financial Investments, suppliers and other payables, trade receivables, loans and borrowings, lease liabilities and derivatives. December, 2021 December, 2020 USD Other USD Other Financial investments 798,786 - - - Suppliers and other payables (8,763 ) (722 ) (3,057 ) (540 ) Trade receivables 233,724 7,273 160,411 3,855 Loans and borrowings (266,561 ) - (37,116 ) - Lease liabilities (32,159 ) (962 ) (30,307 ) - Derivatives 361 - (1,321 ) - Net exposure 725,388 5,589 88,610 3,315 The Group is exposed to exchange rate risk in other currencies. As it is immaterial, the Group did not carry out the sensitivity analysis. a.2 Exchange rate risk The Group is exposed to foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables, and borrowings are denominated and the respective functional currencies of the Company and its subsidiaries. a.3 Interest rate risk Derives from the possibility of the Group incurring gain s or losses resulting from changes in interest rates applicable to its financial assets and liabilities. The Group may also enter into derivative contracts in order to mitigate this risk. Sensitivity analysis of non-derivative financial instruments Exchange rate fluctuation and changes loans and borrowings . The Group mitigates its risks relating to non-derivative financial assets and liabilities substantially, through the contracting of derivative financial instruments. Accordingly , the Group identified the main risk factors that may generate losses for its operations with derivative financial instruments and this sensitivity analysis is based on three scenarios that may impact the Group’s future results and cash flows, as described below: (i) Probable s cenario: The Group's projections, based on internal and external data, considered: (i) the interest rate index in order to analyze the sensitivity of the index in short-term investments, whose average was 10.67% 0.27% for Libor (only applicable for some loans and borrowings) ; (ii) the exchange rate of R$ 5.30 by the Company , for the purpose s (ii) Adverse scenario: The adverse scenario rate is half the difference between the probable rate and the remote rate. (ii i) Remote s cenario: the highest projection expected by the Company for the next 12 months. For each scenario, the gross finance income or finance costs were calculated, excluding taxes and the maturity flow of each agreement. The base date considered was December 3 1 , 2021, projecting the indexes for one year and verifying their sensitivity in each scenario. Sensitivity analysis for interest rate risk Risk Exposure in R$ Probable scenario (i) Adverse Scenario (ii) Remote Scenario (iii) Short-term financial investments Interest rate increase - CDI 66,007 10.67 % 11.39 % 12.11 % 7,043 7,518 7,993 Loans and borrowings Interest rate increase - CDI (609,374 ) 10.67 % 11.39 % 12.11 % (65,020 ) (69,408 ) (73,795 ) Loans and borrowings Interest rate increase - Libor (179,333 ) 0.27 % 0.54 % 0.81 % (484 ) (968 ) (1,452 ) Effect on earnings (reduction) (8,367 ) (12,763 ) (17,160 ) Sensitivity analysis for exchange rate risk Risk Probable scenario (i) Adverse Scenario (ii) Remote Scenario (iii) Net exchange variation on transactions Exchange variation in the year Foreign currency appreciation - USD 5.30 5.50 5.70 Effect on earnings (increase) (5,718 ) (5,933 ) (6,378 ) 303 88 (357 ) As of December 31, 2021, the Group held agreements for financial derivatives (NDFs), with the purpose of reducing exchange rate risk. b. Credit risk Credit risk refers to the risk that a Group to incur financial losses. Credit risk is the risk of a with a client , which would cause financial loss. To mitigate these risks, the Group analyses the The Group applies the simplified standard approach to commercial financial assets, where the provision for losses is analyzed over the remaining life of the asset. In addition, the Group is exposed to credit risk with respect to financial guarantees granted to banks. The Group held cash and cash equivalents of R$ 135,727 on December 31, 2021 (2020: R$ 162,827) and financial investments of R$ 798,786 at December 31, 2021. The cash and cash equivalents and financial investments are held with bank and financial institution counterparties, which are rated BB- to A+, based on Standard & Poor’s ratings. The carrying amount of financial assets represents the maximum credit exposure. The maximum credit risk exposure on the date of the financial statements is: December 31, 2021 December 31, 2020 Hedge financial instruments (current and non-current) 896 8,837 Cash and cash equivalents 135,727 162,827 Financial investments 798,786 - Trade receivables 340,519 196,256 Contract assets 134,388 50,625 Other receivables (current and non-current) 32,949 15,368 At 31 December 2021, the exposure to credit risk for trade receivables, contract assets and other receivables by geographic region was as follows: December 31, 2021 December 31, 2020 NAE (North America and Europe) 297,430 180,522 North America 287,992 179,943 Europe 9,438 579 LATAM (Latin America) 202,528 75,577 APJ (Asia, Pacific and Japan) 7,917 6,150 Total 507,875 262,249 c. Liquidity risk The Group monitors liquidity risk by managing its cash resources and financial investments. Liquidity risk is also managed by the Group through its cash flow projection, which aims to ensure the availability of funds to meet the Group’s both operational and financial obligations. The Group also maintains approved credit lines with financial institutions, and other indebtedness such as working capital agreements in order to adequate levels of liquidity in the short, medium and long term s . The maturities of the long-term installments of the loans are described in note 1 . The following are the remaining contractual maturities of financial liabilities on the reporting date. The amounts are gross and undiscounted, including contractual interest payments and excluding the impact of netting agreements: 2021 Carrying amount Cash contractual cash flow 6 months or less 6- 12 months 1-2 years 2-5 Years Non-derivative financial liabilities Trade payables 33,566 33,566 33,566 - - - Loans and borrowings 788,709 974,942 136,161 88,045 171,022 579,714 Lease liabilities 81,888 87,662 12,435 12,251 22,284 40,682 Accounts payable for business combination 85,726 85,726 1,064 47,860 12,179 24,623 Contract liabilities 13,722 13,722 13,722 - - - Other payables (current and non-current) 15,329 15,329 15,329 - - - Derivatives 535 535 535 1,019,475 1,211,482 212,812 148,156 205,485 645,029 2020 Carrying amount Contractual cash flow 6 months or less 6-12 months 1-2 years 2-6 years Non-derivative financial liabilities Trade payables 15,312 15,312 15,312 - - - Loans and borrowings 89,230 111,779 78,898 7,313 23,901 1,667 Lease liabilities 75,228 93,242 11,393 10,470 19,053 52,326 Contract liabilities 9,987 9,987 9,987 - - - Other payables (current and non-current) 8,856 8,856 8,856 - - - Derivatives 5,392 5,392 1,920 3,472 204,005 244,568 126,366 21,255 42,954 53,993 Financing Lines Guaranteed unsecured account, reviewed annually, and paid upon request: December 30, 2021 December 31, 2020 Used - - Not used - 2,200 - 2,200 Bank credit lines December 30, 2021 December 31, 2020 Used 11,161 89,197 Not used 47,434 61,521 58,595 150,718 The Group has credit lines for working capital with the banks HSBC and Citibank , in the amount of US$10,500 or R$ 58,595 , at the exchange rate of 5.5805, the commercial selling rate for U.S. dollars as of December 31, 2021, as reported by the Brazilian Central Bank, partially used ( note 1 6 ). 28.3 Derivative financial instruments The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. As of December 31, 202 1 , the Group entered into purchase and sale agreement for derivative financial instrum ents (NDFs) in the amount of R$ (17) . Fair value estimated for derivative financial instruments contracted by the Group was determined according to information available in the market, mainly through financial institutions and specific methodologies of assessment. However, considerable judgment is necessary to understand market data in order to produce the fair value estimate for each operation. Consequently, the estimates do not necessarily indicate the amounts that will be effectively realized at settlement. As of December 31, 2021 , the Group had the following agreements for financial derivatives (NDFs): 2021 Maturity Nominal value (USD) Contracted rate Amount in R$ Market rate Fair value February 25, 2022 (560 ) 5.6220 (3,148 ) 5.3459 (17 ) Total (17 ) 2020 Maturity Nominal value (USD) Contracted rate Amount in R$ Market rate Fair value June 15, 2021 (3,100 ) 5.4928 (17,064 ) 5.4763 968 April 15, 2021 (800 ) 5.6345 (4,508 ) 5.1909 353 Total 1,321 The Group also uses options in order to protect exports against the risk of exchange variation. The Group may enter into zero-cost collar strategies, which consists of the purchase of a put option and the sale of a call option, contracted with the same counterparty and with a net zero premium. The composition of the balances involving options to buy and sell currencies is as follows: 2021 Maturity Nominal value (USD) Contracted rate Amount in R$ Market rate Fair value 01/21/2021 - 01/17/2022 875 Put option 4,900 5.8257 (349 ) 02/25/2021 - 02/25/2022 490 Put option 2,909 5.6490 (170) (519 ) 01/21/2021 - 01/17/2022 875 Call option (4,900 ) 5.5563 298 02/25/2021 - 02/25/2022 490 Call option (2,909 ) 5.4690 196 494 (25 ) 2020 Maturity Nominal value (USD) Contracted rate Amount in R$ Market rate Fair value 15/01 - 15/06/2021 1,800 Call option 587 5.6770 (12 ) 31/05 - 15/12/2021 2,800 Call option 786 5.5656 (569 ) 15/04 - 30/11/2021 6,900 Call option 2,161 5.5116 (1,277 ) (1,858 ) 15/01 - 15/06/2021 1,800 Put option (587 ) 5.4800 512 31/05 - 15/12/2021 2,800 Put option (786 ) 5.2425 862 15/04 - 30/11/2021 6,900 Put option (2,161 ) 5.3388 2,608 3,982 2,124 During 2021, the Group entered into an interest rate swap tr ansaction with the purpose of hedging the exposure to variable interest rate related to the Export Credit Note – NCE with Citibank. The interest rate profile of the Group’s interest-bea r ing financial instruments , as reported to the Group’s Management, is as follows : 2021 Maturity Notional (USD) Amount in R$ Floating rate receivable Fixed rate payable Fair value 07/16/2026 30,000 152,100 3-month LIBOR 3,07% 403 403 28.4 Classification of financial instruments by type of measurement of fair value The Group has financial instruments measured at fair value, which are qualified as defined below: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the group may have access to on the measurement date ; Level 2 - Observable information for the asset or liability, directly or indirectly, except for quoted prices included in Level 1 ; and Level 3 - Unobservable data for the asset or liability. Carrying amount Fair valu e December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Level 2 Derivatives: Non-Deliverable Forward - NDF (17 ) 1,321 (17 ) 1,321 Call and put option term 403 2,124 403 2,124 Interest rate swap (25 ) - (25 ) - 361 3,445 361 3,445 Non-derivatives Lease liabilities (81,888 ) (75,228 ) (87,662 ) (93,242 ) Loans and borrowings (788,709 ) (89,230 ) (974,942 ) (111,779 ) (870,597 ) (164,458 ) (1,062,604 ) (205,021 ) (870,236 ) (161,013 ) (1,062,243 ) (201,576 ) Cash and cash equivalents, financial investments, trade receivables, accounts payable for business combination and suppliers and other payables were not included in the table above. The Group understands that these financial instruments have no classification, as the carrying amount of these items is a reasonable approximation of fair value. |