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Afya Limited Announces Third Quarter and Nine Months 2023 Financial Results

Guidance on Track

Strong Cash Conversion

Afya Limited (Nasdaq: AFYA; B3: A2FY34) (“Afya” or the “Company”), the leading medical education group and digital health services provider in Brazil, reported today financial and operating results for the three and nine-month period ended September 30, 2023. Financial results are expressed in Brazilian Reais and are presented in accordance with International Financial Reporting Standards (IFRS).

Third Quarter 2023 Highlights

  • 3Q23 Adjusted Net Revenue increased 24.6% YoY to R$723.0 million. Adjusted Net Revenue excluding acquisitions grew 13.6%, reaching R$659.0 million.
  • 3Q23 Adjusted EBITDA increased 21.7% YoY, reaching R$278.4 million, with an Adjusted EBITDA Margin of 38.5%. Adjusted EBITDA excluding acquisitions grew 8.9%, reaching R$249.0 million, with an Adjusted EBITDA Margin of 37.8%.

Nine Months 2023 Highlights

  • 9M23 Adjusted Net Revenue increased 24.4% YoY to R$2,144.6 million. Adjusted Net Revenue excluding acquisitions grew 13.5%, reaching R$1,957.2 million.
  • 9M23 Adjusted EBITDA increased 21.8% YoY reaching R$876.8 million, with an Adjusted EBITDA Margin of 40.9%. Adjusted EBITDA excluding acquisitions grew 10.5%, reaching R$795.1 million, with an Adjusted EBITDA Margin of 40.6%.
  • Cash conversion of 109.3% generating R$933.8 million of cash flow from operating activities that resulted in a solid cash position of R$822.0 million.
  • Over 285 thousand monthly active physicians and medical students using Afya’s Digital Service.
Table 1: Financial Highlights
For the three months period ended September 30, For the nine months period ended September 30,
(in thousand of R$)

2023

2023 Ex

Acquisitions*

2022

% Chg

% Chg Ex

Acquisitions

 

2023

2023 Ex

Acquisitions*

2022

% Chg

% Chg Ex

Acquisitions

(a) Net Revenue

723,479

659,477

580,575

24.6%

13.6%

2,146,047

1,958,652

1,745,055

23.0%

12.2%

(b) Adjusted Net Revenue (1)

722,986

658,984

580,198

24.6%

13.6%

2,144,606

1,957,211

1,723,993

24.4%

13.5%

(c) Adjusted EBITDA (2)

278,393

249,005

228,730

21.7%

8.9%

876,766

795,100

719,717

21.8%

10.5%

(d) = (c)/(b) Adjusted EBITDA Margin

38.5%

37.8%

39.4%

-90 bps -160 bps

40.9%

40.6%

41.7%

-80 bps -110 bps
*For the three months period ended September 30, 2023, "2023 Ex Acquisitions" excludes: UNIT Alagoas and FITS Jaboatão dos Guararapes (July to September, 2023; Closing of UNIT and FITS was in January 2023).
*For the nine months period ended September 30, 2023, "2023 Ex Acquisitions" excludes: Alem da Medicina (January & February 2023; Closing of Alem da Medicina was in March, 2022), Cardiopapers (January to March 2023; Closing of Cardiopapers was in April, 2022), Glic (January to May, 2023; Closing of Glic was in May, 2022), and UNIT Alagoas and FITS Jaboatão dos Guararapes (January to September, 2023; Closing of UNIT and FITS was in January 2023).
(1) Includes mandatory discounts in tuition fees granted by state decrees and individual/collective legal proceedings and public civil proceedings due to COVID 19 on site classes restriction and excludes any recovery of these discounts that were invoiced based on the Supreme Court decision.
(2) See more information on "Non-GAAP Financial Measures" (Item 07).

Message from Management

We are pleased to announce our third quarter results, a quarter was marked by significant increases in Net Revenue in our three segments, high Adjusted EBITDA margins, cash generation, and a consistent business expansion. All these factors combined enable us to reassure our 2023 guidance, reinforcing our business strategy execution.

Our Continuing Education segment stands out with remarkable expansion for the nine months, showing a Net Revenue growth of 43% when compared to the same period of the prior year. This accomplishment is the result of a robust intake process and the maturation of our courses, aligned with our growth and expansion plan.

In our Digital Health Services segment, we have seen a robust 22% increase in Net Revenue compared to the nine months of the prior year. This reaffirms the immense potential of digital services. This surge can be attributed to the success of our B2B engagements, where we've secured new contracts with pharmaceutical industry leaders. Furthermore, the continuous growth in B2P subscribers reflects our unwavering dedication to expanding our reach.

On the Undergrad side of the education segment, we grew Adjusted Net Revenue by 24% when compared to the same period last year. Our core business remains as robust as ever, with Medicine courses increasing tickets higher than inflation, maturation of medical seats, and an ongoing integration of the UNIT Alagoas and FITS Jaboatão dos Guararapes, acquired in January 2023.

We are enthusiastic about our current initiatives and the promising opportunities that lie ahead. A new avenue for growth unfolds with the launch of Mais Médicos 3, presenting a significant opportunity to expand Afya's medical courses in Brazil and address the pressing need for more healthcare professionals in underserved areas. Afya is committed to engaging in the program, with high-quality proposals and enhancing the standards of medicine courses throughout the country.

High and predictable growth, strong cash generation, guidance on track for the year, and segments ramp-up: this proves how we are evolving and empowering our vision to transform health with those who have medicine as a vocation.

1. Key Events in the Quarter:

  • Afya (Nasdaq: AFYA, B3: A2FY34) announced, in July 2023, the start of negotiation of its non-sponsored Brazilian Depositary Receipts (BDRs), with a 1-for-2 stock split, aimed to provide investment opportunities on Afya for Brazilian investors.
  • Afya hosted, in July 2023, its Investor and ESG Day. Attendees heard from Afya’s business executives the Company's evolution, business strategy, ESG initiatives, present and future perspectives. More details on: https://ir.afya.com.br/afya-day/
  • On August 10, 2023, Unigranrio entered into a tax amnesty program on interest and penalties to settle a tax proceeding in respect to ISS (city tax on services) with the municipality of Rio de Janeiro, which result in a payment of R$14,819 to settle the claim. The selling shareholders of Unigranrio agreed to pay R$5,438 regarding this matter. The Company had a provision of R$53,302 and an indemnification asset from the selling shareholders of R$20,000 (in light of the indemnification clauses as defined at acquisition of Unigranrio), in respect to such tax proceeding. The difference between the provision, indemnification asset and the actual paid amount was recorded as Other income (expenses), net on the consolidated statement of income and comprehensive income.

2. Subsequent Events in the quarter

  • On October 4th, The Ministry of Education (MEC) announced the rules for the new Mais Médicos program, which define the criteria for opening new undergraduate medical school seats. The new program will allow the opening of nearly 10,000 new undergraduate seats, of which 5,700 will be distributed through the new program, approximately 2,000 will be allocated to existing private institutions and approximately 2,000 will be allocated to the public system. The Mais Medicos seats (5,700) will be distributed across 95 cities, considering 60 seats per institution.
  • On October 31st, Afya announced, through its wholly owned subsidiary Afya Participações S.A. (“Afya Brazil”), the acquisition of an additional 15% in Centro de Ciências em Saúde de Itajubá S.A. ("CCSI”;” FMIT”), consolidating our position of ownership to 75% of the total share capital. The aggregate purchase price for the additional 15% was R$21.0 million paid 100% in cash on the closing date.

3. Full Year 2023 Guidance Reaffirmed

The Company is reaffirming its previously issued guidance for FY23, which already considered the impact of the increase of the FG-FIES, as Afya successfully concluded acceptances of new medical students for the second semester, ensuring 100% occupancy in all its medical schools.

The guidance for FY2023 is defined in the following table:

Guidance for 2023
Adjusted Net Revenue* R$ 2,750 mn ≤ ∆ ≤ R$ 2,850 mn
Adjusted EBITDA R$ 1,100 mn ≤ ∆ ≤ R$ 1,200 mn
*Includes UNIT Alagoas and FITS Jaboatão dos Guararapes' acquisitions;

Includes the increase of 64 medical seats of Faculdade Santo Agostinho, in the city of Itabuna;

Excludes any acquisition that may be concluded after the issuance of the guidance.

4. 9M23 Overview

Operational Review

Afya is the only company offering educational and technological solutions to support physicians across every stage of the medical career, from undergraduate students in their medical school years through medical residency preparatory courses, medical specialization programs and continuing medical education. The Company also offers solutions to empower the physicians in their daily routine including supporting clinic decisions through mobile app subscription, delivering practice management tools through a Software as a Service (SaaS) model, and assisting physicians in their relationship with their patients.

The Company reports results for three distinct business units. The first, Undergrad – medical schools, other healthcare programs and ex-health degrees. Revenue is generated from the monthly tuition fees the Company charges students enrolled in the undergraduate programs. The second, Continuing Education – specialization programs and graduate courses for physicians. Revenue is also generated from the monthly tuition fees the Company charges students enrolled in the specialization and graduate courses. The third is Digital Services – digital services offered by the Company at every stage of the medical career. This business unit is divided into Business to Physician (which encompasses Content & Technology for Medical Education, Clinical Decision Software, Practice Management Tools & Electronic Medical Records, Physician-Patient Relationship, Telemedicine, and Digital Prescription) and Business to Business (which provides access and demand for the healthcare players). Revenue is generated from printed books and e-books, which is recognized at the point in time when control is transferred to the customer, and subscription fees, which are recognized as the services are transferred over time.

Key Revenue Drivers – Undergraduate Courses

Table 2: Key Revenue Drivers Nine months period ended September 30,

2023

2022

% Chg
Undergrad Programs
MEDICAL SCHOOL
Approved Seats

3,163

2,759

14.6%

Operating Seats (1)

3,113

2,709

14.9%

Total Students (end of period)

21,556

17,997

19.8%

Average Total Students

21,056

17,692

19.0%

Average Total Students (ex-Acquisitions)*

18,978

17,692

7.3%

Tuition Fees (Total - R$ '000)

1,922,472

1,522,393

26.3%

Tuition Fees (ex- Acquisitions* - R$ '000)

1,744,263

1,522,393

14.6%

Medical School Gross Avg. Ticket (ex- Acquisitions* - R$/month)

10,212

9,561

6.8%

Medical School Net Avg. Ticket (ex- Acquisitions* - R$/month)

8,556

7,859

8.9%

UNDERGRADUATE HEALTH SCIENCE
Total Students (end of period)

21,564

18,114

19.0%

Average Total Students

21,447

19,932

7.6%

Average Total Students (ex-Acquisitions)*

19,738

19,932

-1.0%

Tuition Fees (Total - R$ '000)

293,367

254,613

15.2%

Tuition Fees (ex- Acquisitions* - R$ '000)

271,194

254,613

6.5%

OTHER UNDERGRADUATE
Total Students (end of period)

24,286

23,085

5.2%

Average Total Students

24,625

23,746

3.7%

Average Total Students (ex-Acquisitions)*

21,432

23,746

-9.7%

Tuition Fees (Total - R$ '000)

230,149

201,116

14.4%

Tuition Fees (ex- Acquisitions* - R$ '000)

199,410

201,116

-0.8%

TOTAL TUITION FEES
Tuition Fees (Total - R$ '000)

2,445,988

1,978,122

23.7%

Tuition Fees (ex- Acquisitions* - R$ '000)

2,214,867

1,978,122

12.0%

*For the nine months period ended September 30, 2023, "2023 Ex Acquisitions" excludes: UNIT Alagoas and FITS Jaboatão dos Guararapes (January to September, 2023; Closing of UNIT and FITS was in January 2023).
(1) The difference between approved and operating seats is 'Cametá'. A campus for which we already have the license but haven't started operations.

Key Revenue Drivers – Continuing Education and Digital Services

Table 3: Key Revenue Drivers Nine months period ended September 30,

2023

2022

% Chg
Continuing Education
Medical Specialization & Others
Total Students (end of period)

4,954

4,036

22.7%

Average Total Students

4,791

3,686

30.0%

Average Total Students (ex-Acquisitions)

4,791

3,686

30.0%

Net Revenue from courses (Total - R$ '000)

108,263

75,568

43.3%

Net Revenue from courses (ex- Acquisitions¹)

108,263

75,568

43.3%

Digital Services
Content & Technology for Medical Education
Medcel Active Payers
Prep Courses & CME - B2P

6,026

12,886

-53.2%

Prep Courses & CME - B2B

5,420

5,704

-5.0%

Além da Medicina Active Payers

6,700

5,696

17.6%

Cardiopapers Active Payers

8,327

5,090

63.6%

Medical Harbour Active Payers

10,346

5,080

103.7%

Clinical Decision Software
Whitebook Active Payers

150,796

133,926

12.6%

Clinical Management Tools²
iClinic Active Payers

25,702

22,596

13.7%

Shosp Active Payers

3,579

2,348

52.4%

 
Digital Services Total Active Payers (end of period)

216,896

193,326

12.2%

Net Revenue from Services (Total - R$ '000)

164,036

134,243

22.2%

Net Revenue - B2P

134,225

117,256

14.5%

Net Revenue - B2B

29,843

16,987

75.7%

Net Revenue From Services (ex-Acquisitions¹)

156,947

134,243

16.9%

*For the nine months period ended September 30, 2023, "2023 Ex Acquisitions" excludes: Alem da Medicina (January & February 2023; Closing of Alem da Medicina was in March, 2022), Cardiopapers (January to March 2023; Closing of Cardiopapers was in April, 2022), Glic (January to May, 2023; Closing of Glic was in May, 2022).
(2) Clinical management tools includes Telemedicine and Digital Prescription features.

Key Operational Drivers – Digital Services

Monthly Active Users (MaU) represents the number of unique individuals that consumed Digital Services content in each one of our products in the last 30 days of a specific period. Total monthly active users reached over 285 thousand.

Monthly Active Unique Users (MUAU) represents the number of unique individuals, without overlap of users among products, in the last 30 days of a specific period.

Table 4: Key Operational Drivers for Digital Services - Monthly Active Users (MaU)

3Q23

3Q22

% Chg YoY

2Q23

1Q23

Content & Technology for Medical Education

26,012

21,811

19.3%

24,973

31,549

Clinical Decision Software

230,732

239,640

-3.7%

230,338

237,003

Clinical Management Tools¹

26,944

23,036

17.0%

24,880

24,568

Physician-Patient Relationship

1,583

1,397

13.3%

1,782

1,773

Total Monthly Active Users (MaU) - Digital Services

285,271

285,884

-0.2%

281,973

294,893

1) Clinical management tools includes Telemedicine and Digital Prescription features
Includes Shosp, Medicinae and Além da Medicina starting in 1Q22 and Cardiopapers and Glic starting in 2Q22
 
Table 5: Key Operational Drivers for Digital Services - Monthly Unique Active Users (MuaU)

3Q23

3Q22

% Chg QoQ

2Q23

1Q23

 
Total Monthly Unique Active Users (MuaU) - Digital Services

254,894

263,587

-3.3%

251,487

262,137

1) Total Monthly Unique Active Users excludes non-integrated companies: Medical Harbour, Medicinae, Shosp, Além da Medicina, Cardiopapers and Glic

Seasonality

Undergrad’s tuition revenues are related to the intake process and monthly tuition fees charged to students over the period; thus, does not have significant fluctuations during the semester. Continuing Education revenues are related to monthly intakes and tuition fees and do not have a considerable concentration in any period. Digital Services is comprised mainly of Medcel, Pebmed, and iClinic revenues. While Pebmed and iClinic do not have significant fluctuation regarding seasonality, Medcel’s revenue is concentrated in the first and last quarter of the year due to the enrollments of Medcel’s clients period. In addition, the majority of Medcel’s revenues are derived from printed books and e-books, which are recognized at the point in time when control is transferred to the customer. Consequently, the Digital Services segment generally has higher revenues and results of operations in the first and last quarters of the year than in the second and third quarters.

Revenue

Adjusted Net Revenue for the third quarter of 2023 was R$723.0 million, an increase of 24.6% over the same period of the prior year. Excluding acquisitions, Adjusted Net Revenue in the third quarter increased 13.6% YoY to R$659.0 million, mainly due to: higher net tickets in Medicine courses, maturation of medical seats and the growth of Continuing Education and Digital Services segments.

Net Revenue of Continuing Education for the third quarter of 2023 was R$37.7 million, an increase of 35.0% YoY, boosted by the growth in the number of students.

Digital services increased 19.2% YoY, totaling R$53.1 million for this quarter. The organic growth is a combination of (a) an increase in the B2B engagements, increasing B2B Net Revenue by 61.7%, and (b) the expansion of the active payers in the B2P, mainly in Whitebook, IClinic, Cardiopapers, Além da Medicina, Medical Harbour and Shosp.

For the nine-month period ended September 30, 2023, Adjusted Net Revenue was R$2,144.6 million, an increase of 24.4% over the same period of last year. Excluding acquisitions, Adjusted Net Revenue in the nine-month period increased 13.5% YoY to R$1,957.2 million.

Table 6: Revenue & Revenue Mix
(in thousands of R$) For the three months period September 30, For the nine months period ended September 30,

2023

2023 Ex

Acquisitions*

2022

% Chg % Chg Ex

Acquisitions

2023

2023 Ex

Acquisitions*

2022

% Chg % Chg Ex

Acquisitions
Net Revenue Mix
Undergrad

636,849

572,847

509,097

25.1%

12.5%

1,883,089

1,702,782

1,538,037

22.4%

10.7%

Adjusted Undergrad¹

636,356

572,354

508,720

25.1%

12.5%

1,881,648

1,701,341

1,516,975

24.0%

12.2%

Continuing Education

37,679

37,679

27,906

35.0%

35.0%

108,263

108,263

75,568

43.3%

43.3%

Digital Services

53,106

53,106

44,548

19.2%

19.2%

164,036

156,947

134,243

22.2%

16.9%

Inter-segment transactions

-4,155

-4,155

-976

325.7%

325.7%

-9,341

-9,341

-2,793

234.4%

234.4%

Total Reported Net Revenue

723,479

659,477

580,575

24.6%

13.6%

2,146,047

1,958,652

1,745,055

23.0%

12.2%

Total Adjusted Net Revenue ¹

722,986

658,984

580,198

24.6%

13.6%

2,144,606

1,957,211

1,723,993

24.4%

13.5%

*For the three months period ended September 30, 2023, "2023 Ex Acquisitions" excludes: UNIT Alagoas and FITS Jaboatão dos Guararapes (July to September, 2023; Closing of UNIT and FITS was in January 2023).
*For the nine months period ended September 30, 2023, "2023 Ex Acquisitions" excludes: Alem da Medicina (January & February 2023; Closing of Alem da Medicina was in March, 2022), Cardiopapers (January to March 2023; Closing of Cardiopapers was in April, 2022), Glic (January to May, 2023; Closing of Glic was in May, 2022), and UNIT Alagoas and FITS Jaboatão dos Guararapes (January to September, 2023; Closing of UNIT and FITS was in January 2023).
 (1) Includes mandatory discounts in tuition fees granted by state decrees and individual/collective legal proceedings and public civil proceedings due to COVID 19 on site classes restriction and excludes any recovery of these discounts that were invoiced based on the Supreme Court decision.
(2) See more information on "Non-GAAP Financial Measures" (Item 07).

Adjusted EBITDA

Adjusted EBITDA for the three-month period ended September 30, 2023, increased 21.7% to R$278.4 million, up from R$228.7 million in the same period of the prior year, while the Adjusted EBITDA Margin decreased 90 basis points to 38.5%. For the nine-month period ended September 30, 2023, Adjusted EBITDA was R$876.8 million, an increase of 21.8% over the same period of the prior year, with an Adjusted EBITDA Margin decrease of 80 basis points in the same period.

The Adjusted EBITDA Margin reduction is due to: (a) Mix of Net Revenue, with higher participation of Continuing Education segments, and (b) the consolidation of 4 new Mais Médicos campuses (operation started on 3Q22) and UNIT Alagoas and FITS Jaboatão dos Guararapes which are performing better than expected but still present lower margins when compared to the integrated companies.

Table 7: Adjusted EBITDA
(in thousands of R$) For the three months period ended September 30, For the nine months period ended June 30,

2023

2023 Ex

Acquisitions*

2022

% Chg

% Chg Ex

Acquisitions

 

2023

2023 Ex

Acquisitions*

2022

% Chg

% Chg Ex

Acquisitions

Adjusted EBITDA

278,393

249,005

228,730

21.7%

8.9%

876,766

795,100

719,717

21.8%

10.5%

% Margin

38.5%

37.8%

39.4%

-90 bps -160 bps

40.9%

40.6%

41.7%

-80 bps -110 bps
*For the three months period ended September 30, 2023, "2023 Ex Acquisitions" excludes: UNIT Alagoas and FITS Jaboatão dos Guararapes (July to September, 2023; Closing of UNIT and FITS was in January 2023).
*For the nine months period ended September 30, 2023, "2023 Ex Acquisitions" excludes: Alem da Medicina (January & February 2023; Closing of Alem da Medicina was in March, 2022), Cardiopapers (January to March 2023; Closing of Cardiopapers was in April, 2022), Glic (January to May, 2023; Closing of Glic was in May, 2022), and UNIT Alagoas and FITS Jaboatão dos Guararapes (January to September, 2023; Closing of UNIT and FITS was in January 2023).

Adjusted Net Income

Net Income for the third quarter of 2023 was R$98.2 million, an increase of 22.1% over the same period of the prior year, mainly due to the increase in operational results and Unigranrio’s tax amnesty program (more details in “Key Events in the Quarter”)

Adjusted Net Income for the third quarter of 2023 was R$128.4 million, an increase of 6.9% over the same period of the prior year, mainly due to the increase in operational results, which was partially offset by higher financial expenses primarily related to the increase in leverage due to UNIT Alagoas and FITS Jaboatao business combination and higher interest rates, when compared to the same period of the prior year. Adjusted Net Income for the nine months of 2023 was R$ 426.7 million, an increase of 5.0% year over year.

Adjusted EPS reached R$4.58 per share for the nine months ended September 30, 2023, an increase of 5.7% year over year.

Table 8: Adjusted Net Income
(in thousands of R$) For the three months period ended September 30, For the nine months period ended September 30,

2023

2022

% Chg

 

2023

2022

% Chg

Net income

98,220

80,410

22.1%

303,530

321,425

-5.6%

Amortization of customer relationships and trademark (1)

26,593

18,952

40.3%

80,779

55,959

44.4%

Share-based compensation

6,684

8,833

-24.3%

20,082

20,414

-1.6%

Non-recurring (income) expenses:

- 3,104

11,861

n.a.

22,284

8,586

159.5%

- Integration of new companies (2)

7,769

7,063

10.0%

19,951

17,015

17.3%

- M&A advisory and due diligence (3)

703

1,388

-49.4%

12,377

3,194

287.5%

- Gain on tax amnesty (4)

- 16,812

-

n.a.

- 16,812

-

n.a.
- Expansion projects (5)

2,007

1,079

86.0%

2,536

2,358

7.5%

- Restructuring expenses (6)

3,722

2,708

37.4%

5,673

7,081

-19.9%

- Mandatory Discounts in Tuition Fees (7)

- 493

- 377

30.8%

- 1,441

-21,062

-93.2%

Adjusted Net Income

128,393

120,056

6.9%

426,675

406,384

5.0%

Basic earnings per share - in R$ (8)

1.04

0.84

23.2%

3.21

3.39

-5.4%

Adjusted earnings per share - in R$ (9)

1.38

1.28

7.3%

4.58

4.33

5.7%

(1) Consists of amortization of customer relationships and trademark recorded under business combinations.
(2) Consists of expenses related to the integration of newly acquired companies.
(3) Consists of expenses related to professional and consultant fees in connection with due diligence services for our M&A transactions.
(4) On August 10, 2023, Unigranrio entered into a tax amnesty program on interest and penalties to settle a tax proceeding in respect to ISS (city tax on services) with the municipality of Rio de Janeiro, which result in a payment of R$14,819 to settle the claim. The selling shareholders of Unigranrio agreed to pay R$5,438 regarding this matter. The Company had a provision of R$53,302 and an indemnification asset from the selling shareholders of R$20,000 (in light of the indemnification clauses as defined at acquisition of Unigranrio), in respect to such tax proceeding. The difference between the provision, indemnification asset and the actual paid amount was recorded as Other income (expenses), net on the consolidated statement of income and comprehensive income.
(5) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(6) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of our acquired companies.
(7) Consists of mandatory discounts in tuition fees granted by state decrees, individual/collective legal proceedings and public civil proceedings due to COVID 19 on site classes restriction and excludes any recovery of these discounts that were invoiced based on the Supreme Court decision.
(8) Basic earnings per share: Net Income/Weighted average number of outstanding shares.
(9) Adjusted earnings per share: Adjusted Net Income attributable to equity holders of the Parent/Weighted average number of outstanding shares.

Cash and Debt Position

On September 30, 2023, Cash and Cash Equivalents were R$822.0 million, a decrease of 24.8% over December 31, 2022, due to UNIT Alagoas and FITS Jaboatão dos Guararapes business combination.

For the nine-month period ended September 30, 2023, Afya reported cash flow from operating activities of R$933.8 million, up from R$743.8 million in the same period of the previous year, an increase of 25.5% YoY, boosted by the solid operational results. Operating Cash Conversion Ratio was strong once again, achieving 109.3% for the nine-month period ended September 30, 2023, compared to 104.6% in the same period of the previous year.

On September 30, 2023, Net Debt, excluding the effect of IFRS 16, totaled R$1,787.8 million. When compared to December 31, 2022, Net Debt added to R$825 million related to UNIT Alagoas and FITS Jaboatão dos Guararapes business combination closed on January 2, 2023, the Net Debt reduced R$ 418 million due to the strong Cash flow from operating activities in the nine months.

Table 9: Operating Cash Conversion Ratio Reconciliation For the nine months period ended September 30,
(in thousands of R$) Considering the adoption of IFRS 16

2023

2022

% Chg

(a) Net cash flows from operating activities

896,202

715,881

25.2%

(b) Income taxes paid

37,599

27,940

34.6%

(c) = (a) + (b) Cash flow from operating activities

933,801

743,821

25.5%

 
(d) Adjusted EBITDA

876,766

719,717

21.8%

(e) Non-recurring (income) expenses:

22,284

8,586

159.5%

- Integration of new companies (1)

19,951

17,015

17.3%

- M&A advisory and due diligence (2)

12,377

3,194

287.5%

- Gain on tax amnesty (3)

-16,812

-

n.a.
- Expansion projects (4)

2,536

2,358

7.5%

- Restructuring Expenses (5)

5,673

7,081

-19.9%

- Mandatory Discounts in Tuition Fees (6)

-1,441

-21,062

-93.2%

(f) = (d) - (e) Adjusted EBITDA ex- non-recurring expenses

854,482

711,131

20.2%

(g) = (c) / (f) Operating cash conversion ratio

109.3%

104.6%

470 bps
(1) Consists of expenses related to the integration of newly acquired companies.
(2) Consists of expenses related to professional and consultant fees in connection with due diligence services for M&A transactions.
(3) On August 10, 2023, Unigranrio entered into a tax amnesty program on interest and penalties to settle a tax proceeding in respect to ISS (city tax on services) with the municipality of Rio de Janeiro, which result in a payment of R$14,819 to settle the claim. The selling shareholders of Unigranrio agreed to pay R$5,438 regarding this matter. The Company had a provision of R$53,302 and an indemnification asset from the selling shareholders of R$20,000 (in light of the indemnification clauses as defined at acquisition of Unigranrio), in respect to such tax proceeding. The difference between the provision, indemnification asset and the actual paid amount was recorded as Other income (expenses), net on the consolidated statement of income and comprehensive income.
(4) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(5) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of acquired companies.
(6) Consists of mandatory discounts in tuition fees granted by state decrees, individual/collective legal proceedings and public civil proceedings due to COVID 19 on site classes restriction and excludes any recovery of these discounts that were invoiced based on the Supreme Court decision.

The following table shows more information regarding the cost of debt for 9M23, considering loans and financing, capital market and accounts payable to selling shareholders. Afya’s capital structure remains solid with a conservative leveraging position and a low cost of debt, Afya’s Net Debt (excluding the effect of IFRS16) divided by Adjusted EBITDA mid guidance for 2023 would be 1.6x.

Table 10: Gross Debt and Average Cost of Debt
(in millions of R$) For the closing of the nine months period ended in September 30,
Cost of Debt
Gross Debt Duration (Years) Per year %CDI*

3Q23

2022

3Q23

2022

3Q23

2022

3Q23

2022

Loans and financing: Softbank

826

824

2.6

3.4

6.5%

6.5%

50%

53%

Loans and financing: Debentures

512

500

3.9

4.6

15.5%

15.7%

114%

114%

Loans and financing: Others

620

621

1.3

2.1

14.5%

14.1%

107%

113%

Accounts payable to selling shareholders

651

529

0.9

1.2

12.3%

11.6%

92%

94%

Average

2,610

2,474

2.2

2.9

11.5%

10.2%

86%

83%

*Based on the annualized Interbank Certificates of Deposit ("CDI") rate for the period as a reference: 9M23: ~12.65% p.y. and for 2022 full year: ~12,39% p.y.
Table 11: Cash and Debt Position
(in thousands of R$)

3Q23

FY2022

% Chg

3Q22

% Chg

(+) Cash and Cash Equivalents

822,008

1,093,082

-24.8%

715,644

14.9%

Cash and Bank Deposits

11,107

57,509

-80.7%

27,161

-59.1%

Cash Equivalents

810,901

1,035,573

-21.7%

688,483

17.8%

(-) Loans and Financing

1,908,299

1,882,901

1.3%

1,399,724

36.3%

Current

186,903

145,202

28.7%

259,638

-28.0%

Non-Current

1,721,396

1,737,699

-0.9%

1,140,086

51.0%

(-) Accounts Payable to Selling Shareholders

651,068

528,678

23.2%

598,367

8.8%

Current

382,500

261,711

46.2%

241,560

58.3%

Non-Current

268,568

266,967

0.6%

356,807

-24.7%

(-) Other Short and Long Term Obligations

50,469

62,176

-18.8%

65,748

-23.2%

(=) Net Debt (Cash) excluding IFRS 16

1,787,828

1,380,673

29.5%

1,348,195

32.6%

(-) Lease Liabilities

869,729

769,525

13.0%

782,224

11.2%

Current

36,705

32,459

13.1%

28,685

28.0%

Non-Current

833,024

737,066

13.0%

753,539

10.5%

Net Debt (Cash) with IFRS 16

2,657,557

2,150,198

23.6%

2,130,419

24.7%

CAPEX

Capital expenditures consists of the purchase of property and equipment and intangible assets, including expenditures mainly related to the expansion and maintenance of our campuses and headquarters including leasehold improvements, and the development of new solutions in the digital segment, among others.

For the nine-month period ending September 30, 2023, CAPEX went from R$238.4 million to R$155.1 million, a decrease of 34.9% over the same period of the prior year. As of September 30, 2023, the Capex to Revenue, excluding licenses acquisition and goodwill remeasurement, was 7.2% a decrease from 10.1% in the same period of the previous year, reflecting the discipline on capital allocation.

Table 12: CAPEX
(in thousands of R$) For the nine months period ended September 30,

2023

2022

% Chg
CAPEX

155,127

238,363

-34.9%

Property and equipment

88,014

116,641

-24.5%

Intangible assets

67,113

121,722

-44.9%

- Licenses

0

24,408

n.a.
- Goodwill

0

39,100

n.a.
- Others

67,113

58,214

15.3%

 

ESG Metrics

ESG commitment is an important part of Afya’s strategy and permeates the Company’s core values. Afya has been advancing year after year on its core pillars and, since 2021, ESG metrics have been disclosed in the Company’s quarterly financial results.

The 2022 Sustainability Report can be found at: https://ir.afya.com.br/corporate-governance/sustainability/

Table 13: ESG Metrics

3Q23

3Q22

2022

2021

2020

2019

# GRI Governance and Employee Management

1

405-1

Number of employees

9,868

9,039

8,708

8,079

6,100

3,369

2

405-1

Percentage of female employees

58%

57%

57%

55%

55%

57%

3

405-1

Percentage of female employees in the board of directors

36%

27%

40%

18%

18%

22%

4

102-24

Percentage of independent member in the board of directors

36%

36%

30%

36%

36%

22%

 

 

Environmental

4

302-1

Total energy consumption (kWh)

6,078,952

4,355,340

17,011,842

12,176,966

8,035,845

5,928,450

4.1

302-1

Consumption per campus

132,151

98,985

412,747

385,573

321,434

395,230

5

302-1

% supplied by distribution companies

56.7%

71.6%

72.4%

91.3%

83.4%

96.2%

6

302-1

% supplied by other sources

43.3%

28.4%

27.6%

8.7%

16.6%

3.8%

 

 

Social

8

413-1

Number of free clinical consultations offered by Afya

146,294

128,686

494,635

341,286

427,184

270,000

9

 

Number of physicians graduated in Afya's campuses

18,965

17,176

18,104

16,772

12,691

8,306

10

201-4

Number of students with financing and scholarship programs (FIES and PROUNI)

10,628

10,329

10,965

7,881

4,999

2,808

11

 

% students with scholarships over total undergraduate students

15.8%

17.4%

18.8%

12.9%

13.7%

11.7%

12

413-1

Hospital, clinics and city halls partnerships

664

481

662

447

432

60

(1) Some factors can influence in the adequate proportionality analysis of data over the years, such as: climate changes, COVID-19 pandemic effects, seasonalities, number of employees, number of students, number of active units, among others.
(2) "Other sources" refers to: (a) Derived from renewable sources, such as solar panels installed in the units; and (b) Derived from the search for alternative energy options in the market.
(3) Starting in 2Q22, previously disclosed environmental data were updated to consider: (a) GHG Protocol guidelines improvements, and (b) additional data-collection criteria refinements.
(4) Starting in 2Q22, previously disclosed social data were updated to consider: (a) the number of graduated physicians considering all units after its closing, and (b) partnerships related only to medical schools.

5. Conference Call and Webcast Information

When: November 13, 2023, at 5:00 p.m. EST.

Who:

Mr. Virgilio Gibbon, Chief Executive Officer

Mr. Luis André Blanco, Chief Financial Officer

Ms. Renata Costa Couto, IR Director

Dial-in: Brazil: +55 11 4632 2236 or +55 11 4632 2237 or +55 11 4680 6788 or +55 11 4700 9668 or +55 21 3958 7888.

United States: +1 929 205 6099 or +1 301 715 8592 or +1 305 224 1968 or +1 309 205 3325 or +1 312 626 6799 or +1 646 931 3860 or +1 346 248 7799 or +1 360 209 5623 or +1 386 347 5053 or +1 507 473 4847 or +1 564 217 2000 or +1 669 444 9171 or +1 669 900 6833 or +1 689 278 1000 or +1 719 359 4580 or +1 253 205 0468 or +1 253 215 8782.

Webinar ID: 974 1075 1315

Other Numbers: https://afya.zoom.us/u/ak0CTBDQC

OR

Webcast: https://afya.zoom.us/j/97410751315

6. About Afya Limited (Nasdaq: AFYA)

Afya is the leading medical education group in Brazil based on number of medical school seats. It delivers an end-to-end physician-centric ecosystem that serves and empowers students to be lifelong medical learners, from the moment they enroll as medical students, through their medical residency preparation, graduate program, and continuing medical education activities. Afya also offers content and clinical decision applications for healthcare professionals through its products WhiteBook, Nursebook and Portal PEBMED. For more information, please visit www.afya.com.br.

7. Forward – Looking Statements

This press release 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, and include risks and uncertainties related to statements about our competition; our ability to attract, upsell and retain students; our ability to increase tuition prices and prep course fees; our ability to anticipate and meet the evolving needs of students and professors; our ability to source and successfully integrate acquisitions; general market, political, economic, and business conditions; and our financial targets such as revenue, share count and IFRS and non-IFRS financial measures including gross margin, operating margin, net income (loss) per diluted share, and free cash flow. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the potential impacts of the COVID-19 pandemic on our business operations, financial results and financial position and the Brazilian economy.

The Company undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make. Readers should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent management’s beliefs and assumptions only as of the date such statements are made. Further information on these and other factors that could affect the Company’s financial results are included in the filings made with the United States Securities and Exchange Commission (SEC) from time to time, including the section titled “Risk Factors” in the most recent Rule 434(b) prospectus. These documents are available on the SEC Filings section of the investor relations section of our website at: https://ir.afya.com.br/.

8. Non-GAAP Financial Measures

To supplement the Company's consolidated financial statements, which are prepared and presented in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board—IASB, Afya uses Adjusted EBITDA and Operating Cash Conversion Ratio information, which are non-GAAP financial measures, for the convenience of investors. A non-GAAP financial measure is generally defined as one that intends to measure financial performance but excludes or includes amounts that would not be equally adjusted in the most comparable GAAP measure.

Afya calculates Adjusted EBITDA as net income plus/minus net financial result plus income taxes expense plus depreciation and amortization plus interest received on late payments of monthly tuition fees, plus share-based compensation plus/minus share of income of associate plus/minus non-recurring expenses. The calculation of Adjusted Net Income is net income plus amortization of customer relationships and trademark, plus share-based compensation. We calculate Operating Cash Conversion Ratio as the Cash flow from operating activities, adjusted with income taxes paid divided by Adjusted EBITDA plus/minus non-recurring expenses.

Management presents Adjusted EBITDA, because it believes these measures provide investors with a supplemental measure of financial performance of the core operations that facilitates period-to-period comparisons on a consistent basis. Afya also presents Operating Cash Conversion Ratio because it believes this measure provides investors with a measure of how efficiently the Company converts EBITDA into cash. The non-GAAP financial measures described in this prospectus are not a substitute for the IFRS measures of earnings. Additionally, calculations of Adjusted EBITDA and Operating Cash Conversion Ratio may be different from the calculations used by other companies, including competitors in the education services industry, and therefore, Afya’s measures may not be comparable to those of other companies.

9. Investor Relations Contact

E-mail: ir@afya.com.br

10. Financial Tables

Unaudited interim condensed consolidated statements of income and comprehensive income

For the three and nine-month periods ended September 30, 2023, and 2022

(In thousands of Brazilian reais, except earnings per share)

 

 

Three-month period ended

Nine-month period ended

 

September 30,

2023

September 30,

2022

September 30,

2023

September 30,

2022

 

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Net revenue

723,479

580,575

2,146,047

1,745,055

Cost of services

(288,234)

(216,691)

(820,136)

(622,663)

Gross profit

435,245

363,884

1,325,911

1,122,392

 

 

 

 

 

General and administrative expenses

(257,002)

(210,692)

(739,808)

(596,621)

Other revenues (expenses), net

12,043

(7,173)

10,365

(8,739)

 

 

 

 

 

Operating income

190,286

146,019

596,468

517,032

 

 

 

 

 

Finance income

34,771

29,202

86,259

76,618

Finance expenses

(115,306)

(91,933)

(353,572)

(256,873)

Finance result

(80,535)

(62,731)

(267,313)

(180,255)

 

 

 

 

 

Share of income of associate

615

3,819

7,671

10,260

 

 

 

 

 

Income before income taxes

110,366

87,107

336,826

347,037

 

 

 

 

 

Income taxes expenses

(12,146)

(6,697)

(33,296)

(25,612)

 

 

 

 

 

Net income

98,220

80,410

303,530

321,425

 

 

 

 

 

Other comprehensive income

-

-

-

-

Total comprehensive income

98,220

80,410

303,530

321,425

 

 

 

 

 

Income attributable to

 

 

 

 

Equity holders of the parent

93,347

75,760

288,263

306,875

Non-controlling interests

4,873

4,650

15,267

14,550

 

98,220

80,410

303,530

321,425

Basic earnings per share

 

 

 

 

Per common share

1.04

0.84

3.21

3.39

Diluted earnings per share

Per common share

1.03

0.84

3.18

3.38

 

Unaudited interim condensed consolidated statements of financial position

As of September 30, 2023, and December 31, 2022

(In thousands of Brazilian reais)

 

 

 

September 30, 2023

 

December 31, 2022

Assets

 

(unaudited)

 

 

Current assets

 

 

 

 

Cash and cash equivalents

 

822,008

 

1,093,082

Trade receivables

 

480,556

 

452,831

Inventories

 

4,501

 

12,190

Recoverable taxes

 

63,319

 

27,809

Other assets

 

51,991

 

51,745

Total current assets

 

1,422,375

 

1,637,657

 

 

 

 

Non-current assets

 

 

 

Trade receivables

 

43,593

 

42,568

Other assets

 

144,084

 

191,756

Investment in associate

 

53,284

 

53,907

Property and equipment

 

598,802

 

542,087

Right-of-use assets

 

770,036

 

690,073

Intangible assets

 

4,798,915

 

4,041,491

Total non-current assets

 

6,408,714

 

5,561,882

 

 

 

 

Total assets

 

7,831,089

 

7,199,539

 

 

 

 

Liabilities

 

 

 

Current liabilities

 

 

 

Trade payables

 

85,655

 

71,482

Loans and financing

 

186,903

 

145,202

Lease liabilities

 

36,705

 

32,459

Accounts payable to selling shareholders

 

382,500

 

261,711

Notes payable

 

50,469

 

62,176

Advances from customers

 

137,664

 

133,050

Labor and social obligations

 

255,235

 

154,518

Taxes payable

 

27,400

 

26,221

Income taxes payable

 

40,582

 

16,151

Other liabilities

 

3,411

 

2,719

Total current liabilities

 

1,206,524

 

905,689

 

 

 

 

Non-current liabilities

 

 

 

Loans and financing

 

1,721,396

 

1,737,699

Lease liabilities

 

833,024

 

737,066

Accounts payable to selling shareholders

 

268,568

 

266,967

Taxes payable

 

90,578

 

92,888

Provision for legal proceedings

 

134,068

 

195,854

Other liabilities

 

27,898

 

13,218

Total non-current liabilities

 

3,075,532

 

3,043,692

Total liabilities

 

4,282,056

 

3,949,381

 

 

 

 

Equity

 

 

 

Share capital

 

17

 

17

Additional paid-in capital

 

2,371,577

 

2,375,344

Share-based compensation reserve

 

143,620

 

123,538

Treasury stock

(310,003)

 

(304,947)

Retained earnings

1,293,149

 

1,004,886

Equity attributable to equity holders of the parent

3,498,360

 

3,198,838

Non-controlling interests

50,673

 

51,320

Total equity

3,549,033

 

3,250,158

 

 

 

Total liabilities and equity

7,831,089

 

7,199,539

Unaudited interim condensed consolidated statements of cash flow

For the nine-month periods ended September 30, 2023, and 2022

(In thousands of Brazilian reais)

 

 

 

September 30, 2023

September 30, 2022

Operating activities

 

(unaudited)

(unaudited)

 

Income before income taxes

 

336,826

347,037

 

 

Adjustments to reconcile income before income taxes

 

 

 

 

 

 

Depreciation and amortization

 

212,172

151,706

 

 

 

Write-off of property and equipment

 

1,209

683

 

 

 

Write-off of intangible assets

 

288

6

 

 

 

Provision for expected credit losses

 

57,160

29,441

 

 

 

Share-based compensation expense

 

20,082

20,414

 

 

 

Net foreign exchange differences

 

448

293

 

 

 

Accrued interest

 

224,349

147,839

 

 

 

Accrued lease interest

 

74,867

63,458

 

 

 

Share of income of associate

 

(7,671)

(10,260)

 

 

 

Provision (reversal) for legal proceedings

 

(27,119)

8,531

Changes in assets and liabilities

 

 

 

 

Trade receivables

 

(52,169)

(60,167)

 

Inventories

 

7,828

(661)

 

Recoverable taxes

 

(34,921)

(16,931)

 

Other assets

 

35,960

5,858

 

Trade payables

 

1,920

1,398

 

Taxes payables

 

25,321

10,709

 

Advances from customers

 

(27,883)

(16,075)

 

Labor and social obligations

 

94,465

70,608

 

Other liabilities

 

(9,331)

(10,066)

 

 

 

933,801

743,821

 

Income taxes paid

 

(37,599)

(27,940)

 

 

 

 

 

 

Net cash flows from operating activities

 

896,202

715,881

 

 

 

 

 

Investing activities

 

 

 

 

Acquisition of property and equipment

 

(88,014)

(116,641)

 

Acquisition of intangibles assets

 

(67,113)

(70,423)

 

Dividends received

 

8,294

2,837

 

Acquisition of subsidiaries, net of cash acquired

 

(726,530)

(225,452)

 

Payments of interest from acquisition of subsidiaries

 

(36,674)

(17,300)

 

Net cash flows used in investing activities

 

(910,037)

(426,979)

 

 

 

 

Financing activities

 

 

 

 

Payments of principal of loans and financing

 

(12,216)

(922)

 

Payments of interest of loans and financing

 

(124,468)

(68,053)

 

Proceeds from loans and financing

 

5,288

-

 

Payments of lease liabilities

 

(100,658)

(84,509)

 

Treasury shares buy-back

 

(12,369)

(152,317)

 

Proceeds from exercise of stock options

 

3,546

-

 

Dividends paid to non-controlling shareholders

 

(15,914)

(15,726)

 

Net cash flows used in financing activities

 

(256,791)

(321,527)

 

Net foreign exchange differences

 

(448)

(293)

 

Net decrease in cash and cash equivalents

 

(271,074)

(32,918)

 

Cash and cash equivalents at the beginning of the period

 

1,093,082

748,562

 

Cash and cash equivalents at the end of the period

 

822,008

715,644

Reconciliation between Net Income and Adjusted EBITDA

 
Reconciliation between Adjusted EBITDA and Net Income
 
(in thousands of R$) For the three months period September 30, For the nine months period ended September 30,

2023

2022

% Chg

 

2023

2022

% Chg

Net income

98,220

80,410

22.1%

303,530

321,425

-5.6%

Net financial result

80,535

62,731

28.4%

267,313

180,255

48.3%

Income taxes expense

12,146

6,697

81.4%

33,296

25,612

30.0%

Depreciation and amortization

73,908

52,617

40.5%

212,172

151,706

39.9%

Interest received (1)

10,619

9,400

13.0%

25,760

21,979

17.2%

Income share associate

(615)

(3,819)

-83.9%

(7,671)

(10,260)

-25.2%

Share-based compensation

6,684

8,833

-24.3%

20,082

20,414

-1.6%

Non-recurring (income) expenses:

(3,104)

11,861

n.a.

22,284

8,586

159.5%

- Integration of new companies (2)

7,769

7,063

10.0%

19,951

17,015

17.3%

- M&A advisory and due diligence (3)

703

1,388

-49.4%

12,377

3,194

287.5%

- Gain on tax amnesty (4)

(16,812)

-

n.a.

(16,812)

-

n.a.
- Expansion projects (5)

2,007

1,079

86.0%

2,536

2,358

7.5%

- Restructuring expenses (6)

3,722

2,708

37.4%

5,673

7,081

-19.9%

- Mandatory Discounts in Tuition Fees (7)

(493)

(377)

30.8%

(1,441)

(21,062)

-93.2%

Adjusted EBITDA

278,393

228,730

21.7%

876,766

719,717

21.8%

Adjusted EBITDA Margin

38.5%

39.4%

-90 bps

40.9%

41.7%

-80 bps
(1) Represents the interest received on late payments of monthly tuition fees.
(2) Consists of expenses related to the integration of newly acquired companies.
(3) Consists of expenses related to professional and consultant fees in connection with due diligence services for our M&A transactions.
(4) On August 10, 2023, Unigranrio entered into a tax amnesty program on interest and penalties to settle a tax proceeding in respect to ISS (city tax on services) with the municipality of Rio de Janeiro, which result in a payment of R$14,819 to settle the claim. The selling shareholders of Unigranrio agreed to pay R$5,438 regarding this matter. The Company had a provision of R$53,302 and an indemnification asset from the selling shareholders of R$20,000 (in light of the indemnification clauses as defined at acquisition of Unigranrio), in respect to such tax proceeding. The difference between the provision, indemnification asset and the actual paid amount was recorded as Other income (expenses), net on the consolidated statement of income and comprehensive income.
(5) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(6) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of our acquired companies.
(7) Consists of mandatory discounts in tuition fees granted by state decrees, individual/collective legal proceedings and public civil proceedings due to COVID 19 on site classes restriction and excludes any recovery of these discounts that were invoiced based on the Supreme Court decision.

 

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