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Financial assets and financial liabilities | 12 Months Ended
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Dec. 31, 2021
Financial assets and financial liabilities |
| 13 | Financial assets and financial liabilities
| 13.1 | Financial assets
Schedule of financial assets
Financial assets | 2021 | 2020
At amortized cost |  |
Cash and cash equivalents | 748,562 | 1,045,042
Restricted cash | - | 2,053
Trade receivables | 405,793 | 309,944
Total | 1,154,355 | 1,357,039
Current | 1,126,913 | 1,347,359
Non-current | 27,442 | 9,680
Financial instruments at amortized cost include trade receivables and cash and cash equivalents. Schedule of financial liabilities
| 13.2 | Financial liabilities
Financial liabilities | 2021 | 2020
At amortized cost |  |
Trade payables | 59,098 | 35,743
Loans and financing | 1,374,876 | 617,485
Lease liabilities | 714,085 | 447,703
Accounts payable to selling shareholders | 679,826 | 518,240
Notes payable | 72,726 | 76,181
Advances from customers | 114,585 | 63,839
Total | 3,015,196 | 1,759,191
Current | 581,685 | 467,643
Non-current | 2,433,511 | 1,291,548
| 13.2.1 | Loans and financing
Schedule of loans and financing
Financial institution | Currency | Interest rate | Maturity | 2021 | 2020
Banco Itaú Unibanco S.A. (a) | Brazilian real | CDI + 1.62% p.y. | 2023 | 510,972 | 504,365
Banco Votorantim (b) | Brazilian real | CDI + 1.65% p.y. | 2021 | - | 101,785
BNDES (c) | Brazilian real | 10.03% p.y. | 2024 | - | 471
FINEP (d) | Brazilian real | TJLP p.y. | 2027 | 10,145 | 10,864
Softbank (f) | Brazilian real | 6.5% p.y. | 2026 | 822,560 | -
Banco Itaú Unibanco S.A. (e) | Brazilian real | CDI + 1.75% p.y. | 2024 | 31,199 | -
|  |  |  | 1,374,876 | 617,485
Current |  |  |  | 128,720 | 107,162
Non-current |  |  |  | 1,246,156 | 510,323
(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 was repaid at maturity on July 5, 2021.
(c) |  | On May 5, 2020, as a result of the acquisition of UniSL, the Company assumed loans agreements with BNDES which has an interest rate of 10.03% per year and maturity in 2024. This amount was prepaid in September 2021.
(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), and maturity in 2027. The first and second tranches of R$6,734 and R$4,130, respectively, were drawdown in October 2019 and December 2020, respectively, in order to develop the Medical web series and other digital content. There is no financial covenant related to this agreement. The total balance is guaranteed by a bank warranty.
(e) |  | On October 28, 2020, UNIFIPmoc entered into a loan with Banco Itaú Unibanco S.A. in the amount of R$ 30,000. On June 30, 2021 this agreement was amended and is now adjusted by the CDI rate plus an interest rate of 1.75% per year and is repayable in three installments in July 2023, January 2024 and July 2024.
(f) |  | On April 26, 2021, the Company issued and sold 150,000 shares of perpetual convertible preferred shares designated as Series A perpetual convertible preferred shares, with a par value of U.S.$0.00005 per share of the Company for US$150,000 thousands, equivalent to R$ 821,805 on the issuance date. The Series A perpetual convertible preferred shares is a class of equity security that ranks senior to the common shares with respect to dividend rights or rights upon liquidation.
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$13,030, including legal counsels and advisors.
| 13.2.2 | Leases
The Company has lease contracts for properties. The lease contracts generally have maturities in the lease terms between 5 and 30 years. There are no sublease or variable payments in-substance lease agreements in the period. Schedule of right-of-use assets and lease liabilities Set out below are the carrying amounts of right-of-use assets and lease liabilities and the movements during the period
| Right-of-use assets | Lease liabilities
As of January 1, 2020 | 274,275 | 284,515
Additions | 64,743 | 64,743
Remeasurement | 34,161 | 34,161
Business combinations | 76,855 | 76,855
Depreciation expense | (29,386) | -
Interest expense | - | 44,458
Payments of lease liabilities | - | (55,455)
Disposals | (1,574) | (1,574)
As of December 31, 2020 | 419,074 | 447,703
Additions | 62,689 | 62,689
Remeasurement | 95,962 | 95,962
Business combinations | 139,514 | 139,514
Depreciation expense | (43,237) | -
Interest expense | - | 67,212
Payments of lease liabilities | - | (87,751)
Disposals | (10,316) | (11,244)
As of December 31, 2021 | 663,686 | 714,085
As of December 31, 2020 |  |
Current | - | 61,976
Non-current | 419,074 | 385,727
As of December 31, 2021 |  |
Current | - | 24,955
Non-current | 663,686 | 689,130
The Company reassessed its current versus non-current segregation methods for the year ended December 31, 2021. The current lease liabilities balances are presented as the amount expected to be amortized from the principal in the next twelve months. The Company recognized lease expense from short-term leases and low-value assets of R$ 11,229 for the year ended December 31, 2021 (R$ 2,555 and R$ 4,494 for the years ended December 31, 2020 and 2019).
| 13.2.3 | Accounts payable to selling shareholders
Schedule of accounts payable to selling shareholders
| 2021 | 2020
Acquisition of IESP (a) | - | 38,771
Acquisition of FASA (b) | 41,581 | 70,356
Acquisition of IPEMED (c) | 30,233 | 38,622
Acquisition of IPEC (d) | - | 28,307
Acquisition of UniRedentor (e) | 85,506 | 97,773
Acquisition of UniSãoLucas (f) | 42,672 | 53,386
Acquisition of FCMPB (g) | 149,175 | 189,420
Acquisition of FESAR (h) | - | 1,569
Acquisition of MEDPHONE (i) | - | 36
Acquisition of Medicinae (j) | 3,887 | -
Acquisition of Medical Harbour (k) | 6,801 | -
Acquisition of Cliquefarma (l) | 3,050 | -
Acquisition of Shosp (m) | 2,141 | -
Acquisition of Unigranrio (n) | 249,979 | -
Acquisition of RXPRO (o) | 10,245 | -
Acquisition of Guaranhuns (p) | 54,556 | -
| 679,826 | 518,240
Current | 239,849 | 188,420
Non-current | 439,977 | 329,820
| 2021 | 2020 | 2019
Opening balance | 518,240 | 300,237 | 177,730
Cash flows | (192,681) | (134,518) | (92,688)
Acquisition of IPEC and Guaranhus | 54,000 | - | 54,000
Interest | 31,915 | 13,884 | 17,977
Installments on Business combinations | 243,816 | 343,140 | 144,538
Contingent consideration on Business combinations | 24,536 | - | -
Compensation of legal proceedings disbursement | - | (4,503) | (1,320)
Closing balance | 679,826 | 518,240 | 300,237
(a) |  | On November 27, 2018, Afya Brazil acquired 80% of IESP and R$106,200 is payable in three equal installments of R$35,400, each adjusted by the CDI rate through the payment date. The remaining installment was paid in November 2021.
(b) |  | On April 3, 2019, Afya Brazil acquired 90% of FASA and R$ 39,695 was paid in April 2020, R$ 29,770 was paid in April, 2021, and R$ 29,770 is payable in April 2022; each installment adjusted by the IPCA rate + 4.1% per year.
(c) |  | 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.
(d) |  | On August 13, 2019, Afya Brazil acquired 100% of IPEC and 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.
(e) |  | On January 31, 2020, Afya Brazil acquired 100% of UniRedentor and 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$4,503 and such amount was deducted from the first installment paid in February 2021.
(f) |  | On May 5, 2020, Afya Brazil acquired 100% of UniSL and R$ 60,456 is payable in three equal installments through May 2023, adjusted by the CDI rate. The purchase consideration was adjusted by R$7,816 and such amount was deducted from the first installment paid on May 5, 2021.
(g) |  | On November 9, 2020, Afya Brazil acquired 100% of FCMPB and R$ 188,894 is payable in four installments through November 2024, adjusted by the CDI rate.
(h) |  | On November 3, 2020, Afya Brazil acquired 100% of FESAR paid in cash and R$1,569 of price adjustment was paid on February 25, 2021.
(i) |  | On November 4, 2020, Afya Brazil acquired 100% of MedPhone paid in cash and R$36 of price adjustment was paid on February 2, 2021.
(j) |  | On March 25, 2021, Afya Brazil acquired 100% of Medicinae and an earn-out (“contingent consideration”) of up of R$ 4,400 is payable in connection with product development goals for 2021 and revenue achievements for 2022. The contingent consideration of R$3,887 is based on the present value of the obligation considering the facts and circumstances at the acquisition date, and no relevant impacts were identified by management from the acquisition date.
(k) |  | On April 8, 2021, Afya Brazil acquired 100% of Medical Harbour and an earn-out (“contingent consideration”) of R$ 9,000 is payable in relation to product development goals for 2021 and 2022 and revenue achievements for 2023. The contingent consideration of R$6,801 is based on the present value of the obligation considering the facts and circumstances at the acquisition date, and no relevant impacts were identified by management from the acquisition date.
(l) |  | On April 16, 2021, Afya Brazil acquired 100% of Cliquefarma and an earn-out (“contingent consideration”) of R$ 3,000, adjusted by the CDI rate, is payable in relation to product development. The contingent consideration of R$3,050 is based on the present value of the obligation considering the facts and circumstances at the acquisition date, and no relevant impacts were identified by management from the acquisition date.
(m) |  | On May 13, 2021, Afya Brazil acquired 100% of Shosp and R$ 454 will be paid, and an earn-out (“contingent consideration”) of up to R$ 1,793 is payable in relation to product development. The contingent consideration of R$ 2,141 is based on the present value of the obligation considering the facts and circumstances at the acquisition date, and no relevant impacts were identified by management from the acquisition date.
(n) |  | On August 4, 2021, Afya Brazil acquired 100% of Unigranrio. The adjusted aggregate purchase price is R$ 618,956 of which 60% was paid in cash on the transaction closing date, and 40% is payable in cash in four equal installments through 2022 to 2025, adjusted by the CDI rate.
(o) |  | On October 01, 2021, Afya Brazil acquired 100% of RXPRO and an earn-out (“contingent consideration”) of up to R$ 21,000 is payable in relation to revenue achievements until 2024. The contingent consideration of R$ 10,245 is based on the present value of the obligation considering the facts and circumstances at the acquisition date, and no relevant impacts were identified by management from the acquisition date.
(p) |  | On November 05, 2021, Afya Brazil concluded the acquisition of 100% of ITPAC Garanhuns 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.
| 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, 2021, the notes payable of R$72,726, 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 years ended December 31, 2021 and 2020:
| Notes payable
As of January 1, 2020 | -
Business combinations | 80,526
Payments | (5,974)
Monetary indexation | 1,629
As of December 31, 2020 | 76,181
As of January 1, 2021 | 76,181
Payments | (11,068)
Monetary indexation | 7,613
As of December 31, 2021 | 72,726
As of December 31, 2020 |
Current liabilities | 10,503
Non-current liabilities | 65,678
As of December 31, 2021 |
Current liabilities | 14,478
Non-current liabilities | 58,248
| 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:
| 2021 |  | 2020
| Carrying amount | Fair value |  | Carrying amount | Fair value
Financial assets |  |  |  |
Restricted cash | - | - |  | 2,053 | 2,053
Trade receivables (non-current) | 27,442 | 27,442 |  | 7,627 | 7,627
Total | 27,442 | 27,442 |  | 9,680 | 9,680
Financial liabilities |  |  |  |  |
Loans and financing | 1,374,876 | 1,387,136 |  | 617,485 | 637,723
Lease liabilities | 714,085 | 714,085 |  | 447,703 | 447,703
Accounts payable to selling shareholders | 679,826 | 679,826 |  | 518,240 | 518,240
Notes payable | 72,726 | 72,726 |  | 76,181 | 76,181
Total | 2,841,513 | 2,853,773 |  | 1,659,609 | 1,679,847
The Company assessed that the fair values of cash and cash equivalents, 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, 2021 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 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, 2021. (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
|  |  |  | Increase / decrease in basis points
| Balance as of December, 31, 2021 | Index – % per year | Base rate | +75 | -75 | +150 | -150
Cash equivalents | 636,847 | 100.38% CDI | 58,440 | 4,776 | (4,776) | 9,553 | (9,553)
Loans and financing | (510,972) | CDI + 1,62% | (55,032) | (3,832) | 3,832 | (7,665) | 7,665
Loans and financing | (31,199) | CDI + 1,75% | (3,401) | (234) | 234 | (468) | 468
Loans and financing | (10,145) | TJLP | (617) | (76) | 76 | (152) | 152
Accounts payable to selling shareholders | (612,121) | CDI | (56,009) | (4,591) | 4,591 | (9,182) | 9,182
Accounts payable to selling shareholders | (41,581) | IPCA + 4,1% | (1,708) | (312) | 312 | (624) | 624
Notes payable | (72,726) | IPCA | (531) | (545) | 545 | (1,091) | 1,091
(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$23,228 as of December 31, 2021 (December 31, 2020: R$70,523). Foreign currency sensitivity 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$5.5799 to U.S. dollar 1.00) as of December 31, 2021, with all other variables held constant.
| Exposure | +10% | -10%
As of December 31, 2021 |  |  |
Cash equivalents | 23,228 | 2,323 | (2,323)
| 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 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 statements of financial position at December 31, 2021 and 2020 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:
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
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
Schedule of changes in liabilities arising from financing activities
| 13.5 | Changes in liabilities arising from financing activities
| January 1, 2021 | Payments | Additions * | Interest | Foreign exchange movement | 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
| 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
| January 1, 2019 | Payments | Additions | Interest | Foreign exchange movement | Business combinations | 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
* |  | The additions of loans and financing include proceeds from the SoftBank transaction of R$822,569, net of the transaction costs of R$13,030.

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