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12 Financial assets and financial liabilities (Tables)
12 Months Ended
Dec. 31, 2020
Financial Assets And Financial Liabilities  
Schedule of financial assets

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
Schedule of financial liabilities

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   -   -
Schedule of loans and financing

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 an interest rate of 1.62% per year and is repayable in three installments in October 2022, April 2023 and October 2023.

 

  (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.

On November 21, 2018, Afya Brazil entered into cross-currency interest rate swaps in order to mitigate the foreign exchange exposure related to a loan denominated in Euros. The swap agreements are comprised of derivative assets to swap the foreign exchange exposure (Euros to Brazilian real) and derivative liabilities for the interest rate swap (1.01% p.y. to 128% of CDI). The swap agreements have three maturities on November 18, 2019, May 18, 2020 and November 12, 2020.
Schedule of summarizes the notional and fair value amounts of the swap agreements
  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)   - -
Schedule of right-of-use assets and lease liabilities

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
Schedule of accounts payable to selling shareholders

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$378,807, of which: R$ 189,913 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.
Schedule of carrying amount of notes payable

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
Schedule of 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
Schedule of sensitivity analysis effects on income statement

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
Schedule of currencies used in sensitivity analysis

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)
Schedule of contractual maturities of financial liabilities

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
Schedule of changes in liabilities arising from financing activities

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