(In thousands of Brazilian reais) | | Notes | March 31, 2023 | December 31, 2022 | | --- | --- | --- | --- | | Assets | | (unaudited) | | | Current assets | | | | | Cash and cash equivalents | 5 | 722,691 | 1,093,082 | | Trade receivables | 6 | 475,712 | 452,831 | | Inventories | | 9,925 | 12,190 | | Recoverable taxes | | 36,858 | 27,809 | | Other assets | 8 | 50,123 | 51,745 | | Total current assets | | 1,295,309 | 1,637,657 | | Non-current assets | | | | | Trade receivables | 6 | 45,966 | 42,568 | | Other ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to . Commission file number: 001-38992 AFYA LIMITED (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant's name in ...

E D U C A T I O N �XT� T E C H N O L O G Y H E A L T H C A R E WEBCAST PRESENTATION 2022 RESULTS SAFE HARBOR FORWARD – LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including risks and uncertainties related to statements about our competition; our ability to ...

Afya Limited (NASDAQ:AFYA) Q4 2022 Earnings Conference Call March 22, 2023 5:00 PM ET Company Participants Renata Couto - Investor Relations Executive Manger Virgílio Gibbon - Chief Executive Officer Luis André Blanco - Chief Financial Officer Conference Call Participants Marcelo Santos - JPMorgan Fred Mendes - Merrill Lynch Lucca Marquezini - Itau Pedro Caravina - Credit Suisse Renata Couto Thank you for joining us for Afya’s Fourth Quarter and Full Year 2022 Conference Call. Today I am here with Afya’s CE ...

[Report of Independent Registered Public Accounting Firm](index=2&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor's report provides an unqualified opinion on the financial statements and highlights a critical audit matter regarding business combinations [Opinion on the Financial Statements](index=2&type=section&id=Opinion%20on%20the%20Financial%20Statements) Ernst & Young issued an unqualified opinion on Afya Limited's consolidated financial statements for 2020-2022, confirming fair presentation in accordance with IFRS - Ernst & Young issued an unqualified audit opinion, confirming the financial statements fairly represent the company's financial position and results of operations in accordance with IFRS[3](index=3&type=chunk) [Critical Audit Matter](index=2&type=section&id=Critical%20Audit%20Matter) The audit identified the valuation of acquired intangible assets (**R$64.3 million**) from 2022 business combinations as a complex critical audit matter - The critical audit matter relates to the acquisition of three entities in 2022 for a total of **R$99.4 million**[7](index=7&type=chunk) - Auditing the fair value of identified intangible assets, amounting to **R$64.3 million** (mainly customer relationships, trademarks, and technology), was complex due to the high degree of subjective judgment required for valuation assumptions[8](index=8&type=chunk) - Key assumptions in the valuation included discount rates, revenue growth rates, projected profit margins, and royalty rates, which are forward-looking and sensitive to future economic conditions[8](index=8&type=chunk) [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) This section presents Afya's consolidated financial position, income, equity changes, and cash flows for the reported periods [Consolidated Statements of Financial Position](index=4&type=section&id=Consolidated%20statements%20of%20financial%20position) As of December 31, 2022, Afya's total assets increased to **R$7.20 billion** from **R$6.45 billion** in 2021, driven by cash and intangible assets, while liabilities and equity also grew Consolidated Statement of Financial Position (in thousands of BRL) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Total Current Assets** | 1,637,657 | 1,206,852 | | **Total Non-current Assets** | 5,561,882 | 5,240,554 | | **Total Assets** | **7,199,539** | **6,447,406** | | **Total Current Liabilities** | 905,689 | 766,506 | | **Total Non-current Liabilities** | 3,043,692 | 2,680,882 | | **Total Liabilities** | **3,949,381** | **3,447,388** | | **Total Equity** | **3,250,158** | **3,000,018** | | **Total Liabilities and Equity** | **7,199,539** | **6,447,406** | [Consolidated Statements of Income and Comprehensive Income](index=5&type=section&id=Consolidated%20statements%20of%20income%20and%20comprehensive%20income) For 2022, revenue increased by **35.5%** to **R$2.33 billion**, operating income grew by **50.6%** to **R$664.1 million**, and net income attributable to parent rose to **R$373.6 million** Consolidated Statement of Income (in thousands of BRL) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Revenue** | 2,329,057 | 1,719,371 | 1,201,191 | | **Gross Profit** | 1,469,505 | 1,067,071 | 766,537 | | **Operating Income** | 664,100 | 440,895 | 363,335 | | **Net Income** | 392,756 | 242,283 | 307,987 | | **Net Income attributable to parent** | 373,569 | 223,326 | 292,075 | | **Basic EPS (R$)** | 4.14 | 2.39 | 3.15 | | **Diluted EPS (R$)** | 4.12 | 2.37 | 3.12 | [Consolidated Statements of Changes in Equity](index=6&type=section&id=Consolidated%20statements%20of%20changes%20in%20equity) Total equity increased from **R$3.00 billion** in 2021 to **R$3.25 billion** in 2022, primarily due to net income, partially offset by share repurchases - Total equity grew from **R$2.83 billion** in 2020 to **R$3.00 billion** in 2021, and further to **R$3.25 billion** in 2022[15](index=15&type=chunk) - Key changes in 2022 included net income of **R$373.6 million**, share-based compensation of **R$29.4 million**, and treasury share purchases of **R$152.3 million**[15](index=15&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20statements%20of%20cash%20flows) In 2022, net cash from operating activities significantly increased to **R$843.9 million**, while investing activities used **R$591.5 million**, resulting in a **R$344.5 million** net increase in cash Consolidated Statement of Cash Flows (in thousands of BRL) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Net cash flows from operating activities** | 843,899 | 630,867 | 371,507 | | **Net cash flows used in investing activities** | (591,469) | (1,274,052) | (1,042,762) | | **Net cash flows from (used in) financing activities** | 92,942 | 364,678 | 756,422 | | **Net increase (decrease) in cash and cash equivalents** | 344,520 | (296,480) | 101,833 | | **Cash and cash equivalents at end of period** | 1,093,082 | 748,562 | 1,045,042 | [Notes to the Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on the company's corporate information, significant accounting policies, estimates, segment performance, business combinations, intangible assets, financial instruments, equity, revenue, contingencies, and subsequent events [Note 1: Corporate Information](index=8&type=section&id=1%20Corporate%20information) Afya Limited, Brazil's largest medical education group, expanded its medical school capacity and digital health offerings in 2022, with Bertelsmann increasing its voting interest - Afya is the largest educational group in Brazil by the number of medical seats, with a network of institutions across **18 states**[19](index=19&type=chunk) - In 2022, the Ministry of Education (MEC) authorized operations for four new medical schools under the Mais Medicos II program, adding **200 seats** in total (**50 each**)[20](index=20&type=chunk)[21](index=21&type=chunk) - The company acquired three digital health platforms in 2022: Além da Medicina (medical content), CardioPapers (cardiology content), and Glic (diabetes care app)[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - In May 2022, Bertelsmann SE & Co. KGaA increased its stake in Afya, acquiring **6 million Class B shares** from the Esteves Family, resulting in a **~57.5%** voting interest for Bertelsmann[29](index=29&type=chunk) [Note 2: Significant Accounting Policies](index=11&type=section&id=2%20Significant%20accounting%20policies) The consolidated financial statements are prepared under IFRS using the Brazilian Real, detailing policies for consolidation, business combinations, revenue recognition, leases, and impairment testing - The financial statements are prepared in accordance with IFRS, using the Brazilian Real (R$) as the functional and presentation currency[41](index=41&type=chunk)[43](index=43&type=chunk) - Business combinations are accounted for using the acquisition method, with goodwill measured as the excess of consideration over the fair value of net identifiable assets[53](index=53&type=chunk)[56](index=56&type=chunk) - Revenue from tuition and digital subscriptions is recognized over time as services are rendered, while revenue from sales of books and certain other services is recognized at a point in time[135](index=135&type=chunk)[137](index=137&type=chunk) - For impairment testing, goodwill is allocated to Cash-Generating Units (CGUs); each operating subsidiary is a CGU, except for the digital services segment, which is combined into one CGU[115](index=115&type=chunk) [Note 3: Significant Accounting Estimates and Assumptions](index=29&type=section&id=3%20Significant%20accounting%20estimates%20and%20assumptions) This note outlines key management judgments and estimates, including fair-value measurement in business combinations, impairment testing of non-financial assets, and share-based compensation valuation - Key estimates include the fair value of assets and liabilities from business combinations, which requires significant judgment on valuation techniques and prospective financial inputs[153](index=153&type=chunk) - Impairment testing of non-financial assets, particularly goodwill, relies on discounted cash flow (DCF) models based on five-year budgets, which are sensitive to discount rates and growth assumptions[154](index=154&type=chunk) - The fair value of share-based payments is estimated using the Binomial model, requiring assumptions about expected life, volatility, and dividend yield[157](index=157&type=chunk) [Note 4: Segment Information](index=30&type=section&id=4%20Segment%20information) Afya operates in Undergrad, Continuing Education, and Digital Services segments, with Undergrad being the largest contributor to revenue (**R$2.04 billion**) and assets (**R$6.78 billion**) in 2022 Segment Revenue for Year Ended Dec 31, 2022 (in thousands of BRL) | Segment | Revenue | Gross Profit | | :--- | :--- | :--- | | Undergrad | 2,037,889 | 1,274,704 | | Continuing Education | 108,806 | 52,252 | | Digital Services | 182,362 | 142,549 | | **Total** | **2,329,057** | **1,469,505** | Segment Assets as of Dec 31, 2022 (in thousands of BRL) | Segment | Total Assets | Total Liabilities | | :--- | :--- | :--- | | Undergrad | 6,775,829 | 3,650,856 | | Continuing Education | 149,254 | 121,595 | | Digital Services | 275,564 | 178,038 | | **Total** | **7,199,539** | **3,949,381** | - The Digital Services segment experiences seasonality, with higher revenues in the first and last quarters due to enrollment periods for its Medcel brand[168](index=168&type=chunk) [Note 5: Business Combinations](index=33&type=section&id=5%20Business%20combinations) This note details Afya's acquisitions in 2022 and 2021, which significantly expanded its Undergrad and Digital Services segments, adding substantial intangible assets and goodwill [Acquisitions in 2022](index=33&type=section&id=5.1%20Acquisitions%20in%202022) In 2022, Afya acquired Além da Medicina, CardioPapers, and Glic for a total of **R$99.4 million**, generating **R$42.2 million** in goodwill and **R$64.3 million** in intangible assets within Digital Services Summary of 2022 Acquisitions (in thousands of BRL) | Acquired Entity | Purchase Consideration | Goodwill | Intangible Assets | | :--- | :--- | :--- | :--- | | Além da Medicina | 26,789 | 12,335 | 20,299 | | CardioPapers | 42,013 | 14,324 | 28,655 | | Glic | 30,597 | 15,587 | 15,395 | | **Total** | **99,399** | **42,246** | **64,349** | - The acquisitions include contingent consideration (earn-outs) payable upon achieving specific revenue and product development targets in 2023 and 2024[170](index=170&type=chunk)[176](index=176&type=chunk)[182](index=182&type=chunk) [Acquisitions in 2021](index=38&type=section&id=5.2%20Acquisitions%20in%202021) In 2021, Afya completed eight acquisitions, including iClinic, UnifipMoc, and Unigranrio, significantly expanding its Undergrad and Digital Services segments with substantial intangible assets and goodwill Summary of Key 2021 Acquisitions (in thousands of BRL) | Acquired Entity | Segment | Purchase Consideration | Goodwill | | :--- | :--- | :--- | :--- | | iClinic | Digital Services | 191,120 | 99,168 | | Unifipmoc | Undergrad | 328,322 | 87,777 | | Unigranrio | Undergrad | 618,956 | 130,073 | | RXPRO | Digital Services | 45,622 | 38,446 | - The acquisition of Unigranrio included a purchase price of **R$619.0 million**, with **40%** payable in installments through 2025, and a potential additional payment of up to **R$90.2 million** contingent on the approval of **82 additional medical seats**[222](index=222&type=chunk) - The acquisition of iClinic, a leading medical practice management software provider, was settled with **R$119.6 million** in cash and **R$71.5 million** in Afya's shares[191](index=191&type=chunk) [Note 12: Intangible Assets and Goodwill](index=53&type=section&id=12%20Intangible%20assets%20and%20goodwill) As of December 31, 2022, total intangible assets and goodwill reached **R$4.04 billion**, with no impairment recognized after the annual test Intangible Assets and Goodwill (Net Book Value, in thousands of BRL) | Item | 2022 | 2021 | | :--- | :--- | :--- | | Goodwill | 1,257,045 | 1,184,336 | | Licenses with indefinite useful life | 2,189,814 | 2,165,406 | | Other Intangible Assets | 594,632 | 551,093 | | **Total** | **4,041,491** | **3,900,835** | - The annual impairment test for goodwill and indefinite-lived licenses was performed on December 31, 2022, and no impairment was recognized[259](index=259&type=chunk)[260](index=260&type=chunk) - Key assumptions for the value-in-use calculation in the impairment test include student enrollment, tuition fees, occupancy rates, and discount rates ranging from **13.14%** to **15.40%**[266](index=266&type=chunk)[269](index=269&type=chunk) [Note 13: Financial Instruments and Risk Management](index=56&type=section&id=13%20Financial%20instruments%20risk%20management%20objectives%20and%20policies) This note details Afya's financial assets and liabilities, risk management policies, and changes in financing liabilities, with total financial liabilities at amortized cost reaching **R$3.45 billion** in 2022 [Financial Liabilities](index=56&type=section&id=13.2%20Financial%20liabilities) Total financial liabilities at amortized cost increased to **R$3.45 billion** in 2022, primarily comprising loans, lease liabilities, and accounts payable to selling shareholders, with new debentures issued Financial Liabilities at Amortized Cost (in thousands of BRL) | Liability | 2022 | 2021 | | :--- | :--- | :--- | | 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 | | **Total (selected)** | **3,243,280** | **2,841,513** | - In December 2022, Afya Brazil issued **R$500 million** in debentures maturing in 2028, with interest at CDI + **1.80%** per year[287](index=287&type=chunk) - The company carries a **R$824.3 million** liability related to Series A perpetual convertible preferred shares issued to Softbank in 2021, which is classified as a financial liability at amortized cost[281](index=281&type=chunk)[284](index=284&type=chunk) [Financial Risk Management](index=63&type=section&id=13.4%20Financial%20instruments%20risk%20management%20objectives%20and%20policies) Afya is exposed to market risk (primarily interest rate), credit risk, and liquidity risk, with a **75 basis point** interest rate increase potentially decreasing pre-tax profit by **R$4.5 million** - The company's primary market risk exposure is to changes in interest rates, affecting its floating-rate debt and cash equivalents[319](index=319&type=chunk) Interest Rate Sensitivity Analysis (2022) | Change in Basis Points | Effect on Profit Before Tax (in thousands of BRL) | | :--- | :--- | | +75 | (4,504) | | +150 | (9,010) | - The company manages liquidity risk by monitoring cash flows and maintaining reserves; the maturity profile of financial liabilities shows total undiscounted contractual payments of **R$4.91 billion**[328](index=328&type=chunk)[331](index=331&type=chunk) [Note 17: Equity](index=70&type=section&id=17%20Equity) As of December 31, 2022, Afya's share capital comprised **93.7 million** shares, with **2.1 million** Class A common shares repurchased for **R$152.3 million** during the year - The company's Board of Directors approved a new share repurchase program on January 27, 2022, for up to **1,874,457 Class A common shares**, which was completed during the year[354](index=354&type=chunk) Treasury Share Movements | Metric | Number of Shares | Average Price (BRL) | | :--- | :--- | :--- | | **Outstanding at Dec 31, 2021** | **1,654,927** | **92.23** | | Repurchased in 2022 | 2,131,358 | 71.46 | | **Outstanding at Dec 31, 2022** | **3,786,285** | **80.54** | [Note 19: Revenue](index=71&type=section&id=19%20Revenue) Total revenue from contracts with customers reached **R$2.33 billion** in 2022, primarily from tuition fees recognized over time, with the Undergrad segment as the dominant generator Revenue Breakdown (in thousands of BRL) | Item | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Tuition fees (gross) | 2,827,567 | 2,124,589 | 1,388,735 | | Total Deductions | (711,546) | (523,357) | (287,369) | | **Revenue from contracts with customers** | **2,329,057** | **1,719,371** | **1,201,191** | - Revenue recognized over time (tuition, digital content, subscriptions) was **R$2.27 billion** in 2022, while revenue recognized at a point in time was **R$55.5 million**[360](index=360&type=chunk) [Note 23: Insurance Contracts and Contingencies](index=75&type=section&id=23%20Insurance%20contracts%20and%20contingencies) Provisions for probable legal losses increased to **R$195.9 million** in 2022, mainly due to tax contingencies, while possible loss contingencies totaled **R$78.4 million**, with indemnification assets of **R$145.3 million** Provision for Legal Proceedings (Probable Loss, in thousands of BRL) | Category | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Labor | 22,484 | 25,490 | | Civil | 24,664 | 22,928 | | Taxes | 148,706 | 99,869 | | **Total** | **195,854** | **148,287** | - The company has recorded an indemnification asset of **R$145.3 million**, representing the right to be reimbursed by selling shareholders for liabilities arising from events prior to acquisitions[379](index=379&type=chunk) - Contingencies assessed as a possible risk of loss, for which no provision is made, amount to **R$78.4 million**, primarily related to civil claims[375](index=375&type=chunk) [Note 25: Subsequent Events](index=76&type=section&id=25%20Subsequent%20events) On January 2, 2023, Afya completed the acquisition of UNIT Alagoas and FITS Jaboatão dos Guararapes for **R$825 million**, including cash and installment payments, with a contingent payment for additional medical seats - On January 2, 2023, Afya acquired UNIT Alagoas and FITS Jaboatão dos Guararapes[381](index=381&type=chunk) - The aggregate purchase price was **R$825 million**, with **R$575 million** paid in cash at closing and **R$250 million** in installments[382](index=382&type=chunk) - A contingent payment of **R$1.25 million** per seat is payable if **84 additional medical seats** are approved by December 31, 2024[383](index=383&type=chunk)

Afya Limited (NASDAQ:AFYA) Q3 2022 Earnings Conference Call November 21, 2022 5:00 PM ET Company Participants Ana Raquel Torres - IR Virgilio Gibbon - CEO Luis Andre Blanco - CFO Conference Call Participants Luca Marcussini - Itau Frederico Mendes - Bank of America Merrill Lynch Marcelo Santos - JPMorgan Vitor Tomita - Goldman Sachs Mauricio Cepeda - Credit Suisse Ana Raquel Torres Thank you for joining us for AfyaÂ's Third Quarter 2022 Conference Call. Today, I'm here with AfyaÂ's CEO, Virgilio Gibbon and ...

Afya Limited (NASDAQ:AFYA) Q2 2022 Earnings Conference Call August 22, 2022 5:00 PM ET Company Participants Ana Raquel Torres - Investor Relations Virgilio Gibbon - Chief Executive Officer Luis André Blanco - Chief Financial Officer Conference Call Participants Vinicius Figueiredo - Itau BBA Mauricio Cepeda - Credit Suisse Marcelo Santos - JPMorgan Yan Cesquim - BTG Pactual Ana Raquel Torres Thank you for joining us for Afya’s Second Quarter 2022 Conference Call. Today I’m here with Afya’s CEO, Virgilio Gib ...