Afya Ltd 6-K, filed May 28, 2020

Afya Ltd (AFYA)

6-K 2020-05-28 For: 2020-03-31

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Added on April 10, 2026

About this 6-K

Afya Ltd filed this 6-K on May 28, 2020.

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EXHIBIT
99.1	Afya Limited Announces First Quarter 2020 Financial Results
99.2	Unaudited interim condensed consolidated financial statements

Afya Limited


By:	/s/ Virgilio Deloy Capobianco Gibbon
	Name:	Virgilio Deloy Capobianco Gibbon
	Title:	Chief Executive Officer

·	Pro forma Net Revenue grew by 27.2% year over year (YoY), reaching R$272.3 million. Pro forma Net Revenue excluding UniRedentor grew 20.1%.
·	Pro forma Adjusted EBITDA increased 36.0% YoY reaching R$140.6 million, with EBITDA margin of 51.6%, increasing 330 basis points (bps). Pro forma Adjusted EBITDA excluding UniRedentor grew 33.3%, with EBITDA margin expanding 530 bps.
·	Adjusted Net Income of R$124.0 million, up 131.7% YoY.
·	Cash conversion of 80.7% with a solid cash position of R$1,299 million at quarter-end.
·	Intake process for the 2H20 have already captured more candidates than medical seats available, ensuring 100% occupancy
·	Considering the consolidation of UniSL figures, a 22% growth is projected in medical student base for 2H20 when compared to 1Q20, reaching 9,718 medical students.
·	16,008 monthly active users of Afya Digital in the end of March, 2020.

Table 1: Financial Highlights	First Quarter
	Considering the adoption of IFRS 16
(in thousand of R$)	2020	2019	% Chg	2020 ex-Uniredentor	2019	% Chg ex-Uniredentor
(a) Net Revenue	272,304	144,578	88.3%	257,088	144,578	77.8%
(b) Pro forma Net Revenue¹	272,304	214,095	27.2%	257,088	214,095	20.1%
(c) Adjusted EBITDA²	140,644	74,730	88.2%	137,794	74,730	84.4%
(d) = (c )/(a) Adjusted EBITDA Margin²	51.6%	51.7%	-10 b.p	53.6%	51.7%	+190 b.p
(g) Pro forma Adjusted EBITDA¹ ²	140,644	103,409	36.0%	137,794	103,409	33.3%
(h) = (e)/(b) Pro forma Adjusted EBITDA¹ ² Margin	51.6%	48.3%	+330 b.p	53.6%	48.3%	+530 b.p
(i) Adjusted Net Income	124,011	53,531	131.7%	121,964	53,531	127.8%
1. Includes the pro-forma results of Medcel, IPEMED and FASA, as if the acquisition had been consummated on January 1, 2019.
2. See more information on "Non-GAAP Financial Measures" (Item 10).

§	Temporary access to Afya’s digital platform – MedCel – free of charge for other medical education institutions through the duration of the pandemic. With this initiative, Afya aims to help other public and private medical schools to minimize the impact of the pandemic on their students. Over 9,000 medical students at 32 public and private schools are already accessing Medcel’s platform;
§	Development and launch of a free course of “Conducts for Emergencies in COVID-19” for hospitals, medical associations, medical schools and other interested professionals and students. The course focuses on mechanical ventilation, respiratory emergencies and imaging diagnosis. The online training is provided by two pulmonologists and a cardiologist from Afya and also selected guest specialists, which has had more than 23,000 participants and 34 institutions enrolled;
§	Launch of the free course “Therapeutic Update in the Era of Telemedicine”. This course aims to update doctors of several specialties on how to make routine emergency care and when is it really necessary to refer the patient to a specific specialist. It also teaches when and how telemedicine could be used, reducing the risk exposure of health professionals and patients and also relieving the burden on the health system. The course is composed of 60 study units, including 426 video lessons, 59 podcasts, 177 questions resolution, among others, with 1,572 users accessing the platform.
§	Promotion of a Free Webinar Week to discuss the “Impacts of Covid in the World’s Health Systems” together with iHeed, a world-class medical online education platform, with renowned physicians and health professionals from the US, UK, Ireland, Germany, South Korea, India and Singapore focusing on good practices to combat the pandemic and identify the lasting changes in the medical industry. Several themes such as technology, changes in medical education, welfare of doctors, among others were discussed, with an attendance of 5,800 participants.
§	Donation of masks, gloves and other safety equipment to health departments and hospitals to the 13 cities where Afya’s medical courses are located.

Table 2: Key Revenue Drivers	First Quarter
	2020	2019	% Chg
Business Unit 1: Educational Services Segment ¹
MEDICAL SCHOOL
Approved Seats²	1,866	1,267	47.3%
Operating Seats	1,516	917	65.3%
Total Students	7,956	5,011	58.8%
Total Students (ex-Uniredentor)	7,339	5,011	46.5%
Tuition Fees (ex- Uniredentor - R$MM)	181,308	114,188	58.8%
Medical School Average Ticket (ex- Uniredentor - R$/month)	8,235	7,596	8.4%
UNDERGRADUATE HEALTH SCIENCE
Total Students	7,596	6,425	18.2%
Total Students (ex-Uniredentor)	6,544	6,425	1.9%
Tuition Fees (ex- Uniredentor - R$MM)	25,860	22,565	14.6%
OTHER UNDERGRADUATE
Total Students	10,617	7,985	33.0%
Total Students (ex-Uniredentor)	8,744	7,985	9.5%
Tuition Fees (ex- Uniredentor - R$MM)	27,031	22,390	20.7%
Business Unit 2: Prep Courses & CME and Medical Specialization
Active Paying Students
Prep Courses & CME - B2C	9,375	7,249	29.3%
Prep Courses & CME - B2B	890	732	21.6%
Medical Specialization & Others	4,187	1,722	143.1%
Medical Specialization & Others (ex-Uniredentor)	1,542	1,722	-10.5%
Revenue from courses (ex- Uniredentor - R$MM) ³	57,894	-	-

1. As Uniredentor tuition fees consolidates only two months of operation in the 1Q20, tuition fees of this table do not consider Uniredentor results. Uniredentor average tuition fee for medical school in February and March was R$10,222.
2. This number includes UniSl that was acquired in May 5, 2020 and contribute 182 seats to Afya.
3. As Medcel and Ipemed were acquired on March 31, 2019 and on May 9, 2019 respectively, revenue from courses for BU2 were not accounted for in 1Q19. The number of students is disclosed to contribute with investors analysis.

Table 3: Key Operational Drivers for BU2	First Quarter
	January	February	March

Total Monthly Active Users (MaU)	13,624	14,602	16,008
Average Learning Assets Consumption	46	59	58

Table 3: Revenue & Revenue Mix
(in thousand of R$)	First Quarter
	2020	2019	% Chg
Net Revenue Mix
Business Unit-1	211,784	144,578	46.5%
Business Unit-2	61,497	-
Inter-segment transactions	-977
Total Reported Net Revenue	272,304	144,578	88.3%
Total Pro Forma Net Revenue¹	272,304	214,095	27.2%
1. Includes the pro-forma results of Medcel, IPEMED and FASA, as if the acquisition had been consummated on January 1, 2019.

*Table 4: Adjusted EBITDA*	First Quarter
(in thousand of R$)	Considering the adoption of IFRS 16
	2020	2019	% Chg	2020 ex-Uniredentor	2019	% Chg
Adjusted EBITDA	140,644	74,730	88.2%	137,794	74,730	84.4%
% Margin	51.6%	51.7%	-10 b.p	53.6%	51.7%	+190 b.p
Proforma Adjusted EBITDA¹	140,644	103,409	36.0%	137,794	103,409	33.3%
% Margin	51.6%	48.3%	+330 b.p	53.6%	48.3%	+530 b.p
1. Includes the pro-forma results of Medcel, IPEMED and FASA, as if the acquisition had been consummated on January 1, 2019.

*Table 5: Operating Cash Conversion Ratio Reconciliation*	First Quarter
(in thousand of R$)	Considering the adoption of IFRS 16
	2020	2019	% Chg
(a) Cash flow from operations	101,396	57,732	75.6%
(b) Income taxes paid	6,057	1,297	367.0%
(c) = (a) + (b) Adjusted cash flow from operations	107,453	59,029	82.0%

(d) Adjusted EBITDA	140,644	74,730	88.2%
(e) Non-recurring expenses:
- Integration of new companies (1)	3,120	1,000	212.0%
- M&A advisory and due diligence (2)	2,750	140	1864.3%
- Expansion projects (3)	783	305	156.7%
- Restructuring Expenses (4)	816	1,911	-57.3%
(f) = (d) - (e) Adjusted EBITDA ex- non-recurring expenses	133,175	71,374	86.6%
(g) = (a) / (f) Operating cash conversion ratio	80.7%	82.7%	-200 b.p
(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) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(4) Consists of expenses related to the employee redundancies in conneciotn with the organizational restructuring of acquied companies.

	March 31, 2020	March 31, 2019
	(unaudited)	(unaudited)

Net revenue	272,304	144,578
Cost of services	(89,251)	(54,364)
Gross profit	183,053	90,214

General and administrative expenses	(86,723)	(31,234)
Other expenses, net	(59)	(206)

Operating income	96,271	58,774

Finance income	30,013	5,167
Finance expenses	(18,859)	(12,236)
Finance result	11,154	(7,069)

Share of income of associate	2,302	-

Income before income taxes	109,727	51,705

Income taxes expense	(6,057)	(2,229)

Net income	103,670	49,476

Other comprehensive income	-	-
Total comprehensive income	103,670	49,476

Income attributable to
Equity holders of the parent	99,816	41,535
Non-controlling interests	3,854	7,941
	103,670	49,476
Basic earnings per share
Per common share	1.09	0.72
Diluted earnings per share
Per common share	1.09	0.71

	March 31, 2020	December 31, 2019
Assets	(unaudited)
Current assets
Cash and cash equivalents	1,283,109	943,209
Restricted cash	14,137	14,788
Trade receivables	156,308	125,439
Inventories	5,580	3,932
Recoverable taxes	11,103	6,485
Derivatives	13,299	-
Other assets	15,923	17,912
Total current assets	1,499,459	1,111,765

Non-current assets
Restricted cash	2,053	2,053
Trade receivables	12,964	9,801
Other assets	23,219	17,267
Property and equipment	157,297	139,320
Investment in associate	47,936	45,634
Right-of-use assets	334,221	274,275
Intangible assets	1,524,985	1,312,338
Total non-current assets	2,102,675	1,800,688

Total assets	3,602,134	2,912,453
Liabilities
Current liabilities
Trade payables	22,853	17,628
Loans and financing	74,078	53,607
Derivatives	-	757
Lease liabilities	29,420	22,693
Accounts payable to selling shareholders	154,774	131,883
Advances from customers	33,738	36,860
Labor and social obligations	58,246	46,770
Taxes payable	24,248	19,442
Income taxes payable	2,522	3,213
Other liabilities	192	376
Total current liabilities	400,071	333,229

Non-current liabilities
Loans and financing	16,724	6,750
Lease liabilities	319,159	261,822
Accounts payable to selling shareholders	241,166	168,354
Taxes payable	21,222	21,304
Provision for legal proceedings	6,795	5,269
Other liabilities	3,295	1,999
Total non-current liabilities	608,361	465,498
Total liabilities	1,008,432	798,727

Equity
Share capital	17	17
Additional paid-in capital	2,300,513	1,931,047
Share-based compensation reserve	26,554	18,114
Retained earnings	215,732	115,916
Equity attributable to equity holders of the parent	2,542,816	2,065,094
Non-controlling interests	50,886	48,632
Total equity	2,593,702	2,113,726
Total liabilities and equity	3,602,134	2,912,453

(in thousand of R$)
	Considering the adoption of IFRS 16			Excluding the adoption of IFRS 16
	2020	2019	% Chg	2020	2019	% Chg
Net income	103,670	49,476	109.5%	103,670	49,476	109.5%
Amortization of customer relationships and trademark (1)	11,901	3,014	2.95	11,901	3,014	294.9%
Depreciation of right-of-use of assets (2)	-	-	-	5,953	3,383	76.0%
Interest expense of lease liabilities (3)	-	-	-	9,900	6,418	54.3%
Payment of lease liabilities (4)	-	-	-	(11,735)	(7,670)	53.0%
Share-based compensation	8,440	1,041	710.8%	8,440	1,041	710.8%
Adjusted Net Income	124,011	53,531	131.7%	128,129	55,662	130.2%

(1) Consists of amortization of customer relationships and trademark recorded under business combinations.
(2) Consists of depreciation of right-of-use of assets recorded under IFRS 16 as from January 1, 2019.
(3) Consists of interest expenses of lease liabilities recorded under IFRS 16 as from January 1, 2019.
(4) Consists of payment of lease liabilities recorded under IFRS 16 as from January 1, 2019.

Reconciliation between Adjusted EBITDA and Net Income; Proforma Adjusted EBITDA
(in thousand of R$)	First Quarter
	Considering the adoption of IFRS 16			Excluding the adoption of IFRS 16
	2020	2019	% Chg	2020	2019	% Chg
Net income	103,670	49,476	109.5%	103,670	49,476	109.5%
Net financial result	(11,154)	7,069	-	(11,154)	7,069	-
Income taxes expense	6,057	2,229	171.7%	6,057	2,229	171.7%
Depreciation and amortization	24,947	9,054	175.5%	24,947	9,054	175.5%
Interest received (1)	3,517	2,505	40.4%	3,517	2,505	40.4%
Payment of lease liabilities (2)	-	-	-	(11,735)	(7,670)	53.0%
Share-based compensation	8,440	1,041	710.8%	8,440	1,041	710.8%
Income share associate	(2,302)	0	-	(2,302)	0	-
Non-recurring expenses:	7,469	3,356	122.6%	7,469	3,356	122.6%
- Integration of new companies (3)	3,120	1,000	212.0%	3,120	1,000	212.0%
- M&A advisory and due diligence (4)	2,750	140	1864.3%	2,750	140	1864.3%
- Expansion projects (5)	783	305	156.7%	783	305	156.7%
- Restructuring expenses (6)	816	1,911	-57.3%	816	1,911	-57.3%
Adjusted EBITDA	140,644	74,730	88.2%	128,909	67,060	92.2%
Adjusted EBITDA Margin	51.6%	51.7%	-10 b.p	47.3%	46.4%	+90 b.p
Pro Forma Adjusted EBITDA (7)	140,644	103,409	36.0%	128,909	94,342	36.6%
Pro Forma Adjusted EBITDA Margin (7)	51.6%	48.3%	+330 b.p	47.3%	44.1%	+260 b.p

(1) Represents the interest received on late payments of monthly tuition fees.
(2) Consists of payment of lease liabilities recorded under IFRS 16 as from January 1, 2019.
(3) Consists of expenses related to the integration of newly acquired companies.
(4) Consists of expenses related to professional and consultant fees in connection with due diligence services for our M&A transactions.
(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) See Pro Forma Adjusted EBITDA Reconciliation to Proforma Net Income.

	First quarter				First quarter
(in thousand of R$)	2019	2019			2019
	Afya Brazil Historical (1)	Medcel (2)	Pro Forma Adjustments	FASA + IPEMED EBITDA Pre Acq.	Afya Brazil Pro Forma
Net income	49,476	20,044	- 5,315	-	64,205
Net financial result	7,069	65	-	-	7,134
Income taxes expense	2,229	1,409	-	-	3,638
Depreciation and amortization	9,054	1,726	5,315	-	16,095
Interest received (3)	2,505	-	-	-	2,505
Payment of lease liabilities (4)	-	-	-	-	0
Share-based compensation	1,041	70	-	-	1,111
Non-recurring expenses:	3,356	-	-	-	3,356
Integration of new companies (5)	1,000	-	-	-	1,000
M&A advisory and due diligence (6)	140	-	-	-	140
Expansion projects (7)	305	-	-	-	305
Restructuring expenses (8)	1,911	-	-	-	1,911
Adjusted EBITDA	74,730	23,314	-	5,365
Pro Forma Adjusted EBITDA					103,409

(1) Represents the historical consolidated statement of income of Afya Brazil for the six months ended June 30, 2019.
(2) Represents the historical consolidated statement of income of Medcel for the period from January 1, 2019 to March 28, 2019.
(3) Represents the interest received on late payments of monthly tuition fees.
(4) Consists of payment of lease liabilities recorded under IFRS 16 as from January 1, 2019.
(5) Consists of expenses related to the integration of newly acquired companies.
(6) Consists of expenses related to professional and consultant fees in connection with due diligence services for our M&A transactions.
(7) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(8) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of our acquired companies.

	Equity attributable to equity holders of the parent
	Share capital	Additional paid-in capital	Share-based compensation reserve	Legal reserve	Retained earnings reserve	Retained earnings	Total	Non-controlling interests	Total equity

Balances at December 31, 2018	315,000	125,014	2,161	7,223	52,584	-	501,982	88,372	590,354
Net income	-	-	-	-	-	41,535	41,535	7,941	49,476
Total comprehensive income	-	-	-	-	-	41,535	41,535	7,941	49,476

Capital increase with cash	150,000	-	-	-	-	-	150,000	-	150,000
Capital increase from corporate reorganization	122,062	137,051	-	-	-	-	259,113	-	259,113
Share-based compensation	-	-	1,041	-	-	-	1,041	-	1,041
Dividends cancelled	-	-	-	-	-	4,107	4,107	-	4,107
Allocation to additional paid-in capital	-	33,001	-	-	(33,001)	-	-	-	-
Balances at March 31, 2019 (unaudited)	587,062	295,066	3,202	7,223	19,583	45,642	957,778	96,313	1,054,091

Balances at December 31, 2019	17	1,931,047	18,114	-	-	115,916	2,065,094	48,632	2,113,726

Net income	-	-	-	-	-	99,816	99,816	3,854	103,670
Total comprehensive income	-	-	-	-	-	99,816	99,816	3,854	103,670

Issuance of common shares	-	389,170	-	-	-	-	389,170	-	389,170
Shares issuance cost	-	(19,704)	-	-	-	-	(19,704)	-	(19,704)
Share-based compensation	-	-	8,440	-	-	-	8,440	-	8,440
Dividends declared to non-controlling interests	-	-	-	-	-	-	-	(1,600)	(1,600)
Balances at March 31, 2020 (unaudited)	17	2,300,513	26,554	-	-	215,732	2,542,816	50,886	2,593,702

				Direct and indirect interest
Name	Principal activities	Location	Investment type	March	December 31, 2019
Name	Principal activities	Location	Investment type	31, 2020	December 31, 2019
Afya Participações S.A (Afya Brazil)	Holding	Nova Lima - MG	Subsidiary	100%	100%
Instituto Tocantinense Presidente Antônio Carlos Porto S.A. - ITPAC Porto Nacional	Undergraduate and graduate degree programs	Porto Nacional - TO	Subsidiary	100%	100%
Instituto Tocantinense Presidente Antônio Carlos S.A. - ITPAC Araguaina	Undergraduate and graduate degree programs	Araguaína - TO	Subsidiary	100%	100%
União Educacional do Vale do Aço S.A. – UNIVAÇO	Medicine undergraduate degree program	Ipatinga – MG	Subsidiary	100%	100%
IPTAN - Instituto de Ensino Superior Presidente Trancredo de Almeida Neves S.A. (“IPTAN”)	Undergraduate and graduate degree programs	São João Del Rei - MG	Subsidiary	100%	100%
Instituto de Educação Superior do Vale do Parnaíba S.A. (“IESVAP”)	Undergraduate and graduate degree programs	Parnaíba – PI	Subsidiary	80%	80%
Centro de Ciências em Saúde de Itajubá S.A. (“CCSI”)	Medicine undergraduate degree program	Itajubá – MG	Subsidiary	60%	60%
Instituto de Ensino Superior do Piauí S.A. (”IESP”)	Undergraduate and graduate degree programs	Teresina - PI	Subsidiary	100%	100%
RD Administração e Participações Ltda.	Holding	Pato Branco – PR	Subsidiary	100%	100%
FADEP - Faculdade Educacional de Pato Branco Ltda. (“FADEP”)	Undergraduate and graduate degree programs	Pato Branco – PR	Subsidiary	100%	100%
CBB Web Serviços e Transmissões Online S.A. (“CBBW”)	Medical education courses and online platform	São Paulo- SP	Subsidiary	100%	100%
Medcel Editora e Eventos S.A. (“Medcel”)	Medical education content	São Paulo- SP	Subsidiary	100%	100%
Instituto Educacional Santo Agostinho S.A. (“FASA”)	Undergraduate and graduate degree programs	Montes Claros – MG	Subsidiary	100%	100%
ESMC Educação Superior Ltda.**	Undergraduate and graduate degree programs	Montes Claros – MG	Subsidiary	100%	-
Instituto de Pesquisa e Ensino Médico do Estado de Minas Gerais Ltda. (“IPEMED”)	Post-graduate	Belo Horizonte – MG	Subsidiary	100%	100%
União Educacional do Planalto Central S.A. (“UEPC”)	Undergraduate and graduate degree programs	Brasília – DF	Associate	30%	30%
Instituto Paraense de Educação e Cultura Ltda (IPEC)	Undergraduate and graduate degree programs	Marabá - PA	Subsidiary	100%	100%
Sociedade Universitária Redentor (“UniRedentor*”)	Undergraduate and graduate degree programs	Itaperuna – RJ	Subsidiary	100%	-

	Business Unit 1	Business Unit 2	Total	Adjustments and eliminations	Consolidated
Assets	3,339,092	263,363	3,602,455	(321)	3,602,134
Current assets	1,394,628	105,152	1,499,780	(321)	1,499,459
Non-current assets	1,944,464	158,211	2,102,675	-	2,102,675

Liabilities and equity	3,339,092	263,363	3,602,455	(321)	3,602,134
Current liabilities	372,644	27,748	400,392	(321)	400,071
Non-current liabilities	460,295	148,066	608,361	-	608,361
Equity	2,506,153	87,549	2,593,702	-	2,593,702
Other disclosures
Investments in associate	47,936	-	47,936	-	47,936
Capital expenditures (*)	17,275	3,573	20,848	-	20,848

	Notes	March 31, 2020	December 31, 2019
Assets		(unaudited)
Current assets
Cash and cash equivalents	5	1,283,109	943,209
Restricted cash	6	14,137	14,788
Trade receivables	7	156,308	125,439
Inventories		5,580	3,932
Recoverable taxes		11,103	6,485
Derivatives	12.1	13,299	-
Other assets		15,923	17,912
Total current assets		1,499,459	1,111,765

Non-current assets
Restricted cash	6	2,053	2,053
Trade receivables	7	12,964	9,801
Other assets		23,219	17,267
Property and equipment	10	157,297	139,320
Investment in associate	9	47,936	45,634
Right-of-use assets	12.2.2	334,221	274,275
Intangible assets	11	1,524,985	1,312,338
Total non-current assets		2,102,675	1,800,688

Total assets		3,602,134	2,912,453
Liabilities
Current liabilities
Trade payables		22,853	17,628
Loans and financing	12.2.1	74,078	53,607
Derivatives	12.2	-	757
Lease liabilities	12.2.2	29,420	22,693
Accounts payable to selling shareholders	12.2.3	154,774	131,883
Advances from customers		33,738	36,860
Labor and social obligations		58,246	46,770
Taxes payable		24,248	19,442
Income taxes payable		2,522	3,213
Other liabilities		192	376
Total current liabilities		400,071	333,229

Non-current liabilities
Loans and financing	12.2.1	16,724	6,750
Lease liabilities	12.2.2	319,159	261,822
Accounts payable to selling shareholders	12.2.3	241,166	168,354
Taxes payable		21,222	21,304
Provision for legal proceedings	22	6,795	5,269
Other liabilities		3,295	1,999
Total non-current liabilities		608,361	465,498
Total liabilities		1,008,432	798,727

Equity
Share capital	16	17	17
Additional paid-in capital		2,300,513	1,931,047
Share-based compensation reserve		26,554	18,114
Retained earnings		215,732	115,916
Equity attributable to equity holders of the parent		2,542,816	2,065,094
Non-controlling interests		50,886	48,632
Total equity		2,593,702	2,113,726
Total liabilities and equity		3,602,134	2,912,453

	Business Unit 1	Business Unit 2	Total reportable segments	Adjustments and eliminations *	Total
External costumer	211,784	60,520	272,304	-	272,304
Inter-segment	-	977	977	(977)	-
Net revenue	211,784	61,497	273,281	(977)	272,304
Cost of services	(76,281)	(13,947)	(90,228)	977	(89,251)
Gross profit	135,503	47,550	183,053	-	183,053
General and administrative expenses					(86,723)
Other expenses, net					(59)
Operating income					96,271
Finance income					30,013
Finance expenses					(18,859)
Share of income of associate					2,302
Income before income taxes					109,727
Income taxes expense					(6,057)
Net income					103,670

	UniRedentor
Assets
Cash and cash and equivalents	11,796
Trade receivables	4,800
Recoverable taxes	3
Other assets	2,486
Right-of-use assets	10,265
Property and equipment	4,207
Indemnification assets	710
Intangible assets	134,281
	168,548
Liabilities
Trade payables	(746)
Loans and financing	(16,187)
Lease liabilities	(10,265)
Labor and social obligations	(4,471)
Taxes payable	(850)
Provision for legal proceedings	(710)
Advances from customers	(10,994)
	(44,223)
Total identifiable net assets at fair value	124,325

Preliminary goodwill arising on acquisition	90,282
Purchase consideration transferred	214,607
Cash paid	114,607
Payable in installments	100,000
Analysis of cash flows on acquisition:
Transaction costs of the acquisition (included in cash flows from operating activities)	(1,380)
Cash paid net of cash acquired with the subsidiary (included in cash flows from investing activities)	(102,811)
Net of cash flow on acquisition	(104,191)

	March 31, 2020
	(unaudited)
Opening balance	45,634
Share of income	2,302
Total	47,936

Cost	Machinery and equipment	Land	Vehicles	Furniture and fixtures	IT equipment	Library books	Laboratories and clinics	Leasehold improvements	Construction in progress	Total
As of December 31, 2018	30,503	2,770	182	11,897	10,243	12,838	597	11,882	10,736	91,648
Additions	1,874	-	3	1,370	512	353	13	451	4,239	8,815
Business combination	201	-	-	561	724	-	-	108	-	1,594
As of March 31, 2019 (unaudited)	32,578	2,770	185	13,828	11,479	13,191	610	12,441	14,975	102,057

As of December 31, 2019	44,329	7,005	707	21,438	15,994	18,139	1,049	30,911	36,731	176,303
Additions	1,967	673	-	447	1,405	503	21	2,568	10,092	17,676
Business combination	438	-	148	566	316	231	-	2,508	-	4,207
As of March 31, 2020 (unaudited)	46,734	7,678	855	22,451	17,715	18,873	1,070	35,987	46,823	198,186

Depreciation
As of December 31, 2018	(9,696)	-	(59)	(4,261)	(4,489)	(7,015)	(27)	(338)	-	(25,885)
Depreciation	(750)	-	(11)	(457)	(459)	(311)	(54)	(154)	-	(2,196)
As of March 31, 2019 (unaudited)	(10,446)	-	(70)	(4,718)	(4,948)	(7,326)	(81)	(492)	-	(28,081)

As of December 31, 2019	(13,793)	-	(59)	(5,890)	(6,537)	(8,663)	(386)	(1,655)	-	(36,983)
Depreciation	(1,268)	-	(19)	(550)	(936)	(494)	(55)	(584)	-	(3,906)
As of March 31, 2020 (unaudited)	(15,061)	-	(78)	(6,440)	(7,473)	(9,157)	(441)	(2,239)	-	(40,889)

Net book value
As of December 31, 2019	30,536	7,005	648	15,548	9,457	9,476	663	29,256	36,731	139,320
As of March 31, 2020 (unaudited)	31,673	7,678	777	16,011	10,242	9,716	629	33,748	46,823	157,297

	Goodwill	Licenses with indefinite useful life	Trademark	Customer relationships	Software	Education content	Educational platform and software in progress	Total
Cost
As of December 31, 2018	169,535	445,616	-	63,303	8,288	-	1,752	688,494
Additions	-	-	-	-	25	-	807	832
Business combination	139,294	-	15,638	24,189	-	17,305	2,845	199,271
As of March 31, 2019 (unaudited)	308,829	445,616	15,638	87,492	8,313	17,305	5,404	888,597

As of December 31, 2019	459,409	703,772	32,111	125,413	9,389	17,305	14,241	1,361,640
Additions	-	-	-	-	288	-	2,884	3,172
Business combination	90,282	112,832	-	21,449	-	-	-	224,563
As of March 31, 2020 (unaudited)	549,691	816,604	32,111	146,862	9,677	17,305	17,125	1,589,375

Amortization
As of December 31, 2018	-	-	-	(2,945)	(3,080)	-	-	(6,025)
Amortization	-	-	-	(3,014)	(461)	-	-	(3,475)
As of March 31, 2019 (unaudited)	-	-	-	(5,959)	(3,541)	-	-	(9,500)

As of December 31, 2019	-	-	(1,150)	(37,872)	(4,536)	(4,876)	(868)	(49,302)
Amortization	-	-	(405)	(11,496)	(665)	(2,111)	(411)	(15,088)
As of March 31, 2020 (unaudited)	-	-	(1,555)	(49,368)	(5,201)	(6,987)	(1,279)	(64,390)

Net book value
As of December 31, 2019	459,409	703,772	30,961	87,541	4,853	12,429	13,373	1,312,338
As of March 31, 2020 (unaudited)	549,691	816,604	30,556	97,494	4,476	10,318	15,846	1,524,985

Financial assets	March 31, 2020	December 31, 2019
	(unaudited)
At amortized cost
Cash and cash equivalents	1,283,109	943,209
Restricted cash	16,190	16,841
Trade receivables	169,272	135,240
Total	1,468,571	1,095,290
Current	1,453,554	1,083,436
Non-current	15,017	11,854

Derivatives not designated as hedging instruments
Cross-currency interest rate swaps	13,299	-
Total	13,299	-
Current	13,299	-
Non-current	-	-

Financial liabilities	March 31, 2020	December 31, 2019
	(unaudited)
At amortized cost
Trade payables	22,853	17,628
Loans and financing	90,802	60,357
Lease liabilities	348,579	284,515
Accounts payable to selling shareholders	395,940	300,237
Advances from customers	33,738	36,860
Total	891,912	699,597
Current	314,863	262,671
Non-current	577,049	436,926
Derivatives not designated as hedging instruments
Cross-currency interest rate swaps	-	757
Total	-	757
Current	-	757
Non-current	-	-

Financial institution	Currency	Interest rate	Maturity	March 31, 2020	December 31, 2019
				(unaudited)

Itaú Unibanco S.A. (c)	Euro	1.01% p.y.	2020	67,220	52,959
Itaú Unibanco S.A.	Brazilian real	15.66% to 16.21% p.y.	2020	1,559	648
FINEP (b)	Brazilian real	TJLP p.y.	2027	6,755	6,750
Itaú Unibanco S.A. (a)	Brazilian real	12.28% p.y.	2023	13,780	-
Itaú Unibanco S.A. (a)	Brazilian real	11.48% p.y.	2020	1,488	-
				90,802	60,357
Current				74,078	53,607
Non-current				16,724	6,750

		Fair value
		March 31, 2020	December 31, 2019
Cross-currency interest rate swap agreements	Principal amount (notional)	(unaudited)

Asset position: Euros + 1.01% p.y.	49,165	67,578	53,045
Liability position: 128% of CDI	(49,165)	(54,279)	(53,802)
Net position - asset (liability)		13,299	(757)
Current assets (liabilities)		13,299	(757)

	Right-of-use assets	Lease liabilities
As at January 1, 2019	212,360	212,360
Additions	1,455	1,455
Business combinations	4,245	4,296
Depreciation expense	(3,383)	-
Interest expense	-	6,418
Payments of lease liabilities	-	(7,670)
As at March 31, 2019 (unaudited)	214,677	216,859

As at December 31, 2019	274,275	284,515
Additions	43,147	43,147
Remeasurement	12,487	12,487
Business combination	10,265	10,265
Depreciation expense	(5,953)	-
Interest expense	-	9,900
Payments of lease liabilities	-	(11,735)
As at March 31, 2020 (unaudited)	334,221	348,579

As at December 31, 2019
Current	-	22,693
Non-current	274,275	261,822
As at March 31, 2020 (unaudited)
Current	-	29,420
Non-current	334,221	319,159

	March 31, 2020 (unaudited)		December 31, 2019

	Carrying amount	Fair value	Carrying amount	Fair value
Financial assets
Restricted cash	16,190	16,190	16,841	16,841
Trade receivables (non-current)	12,964	12,964	9,801	9,801
Derivatives	13,299	13,299	-	-
Total	42,453	42,453	26,642	26,642

Financial liabilities
Loans and financing	90,802	91,191	60,357	60,443
Lease liabilities	348,579	348,579	284,515	284,515
Accounts payable to selling shareholders	395,940	395,940	300,237	300,237
Derivatives	-	-	757	757
Total	835,321	835,710	645,866	645,952

				Increase / decrease in basis points
	March 31, 2020 (unaudited)
		Index – % per year	Base rate
				+75	-75	+150	-150

Cash equivalents	1,179,989	99.14% of CDI	41,121	9,572	(9,572)	19,143	(19,143)
Restricted cash	16,190	86.20% of CDI	454	121	(121)	243	(243)
Swap – liability position	(54,279)	128% of CDI	(2,258)	(407)	407	(814)	814
Loans and financing	(6,755)	TJLP p.y.	(388)	(51)	51	(101)	101
Accounts payable to selling shareholders	(76,216)	CDI	(2,477)	(572)	572	(1,143)	1,143
Accounts payable to selling shareholders	(37,966)	CDI	(1,234)	(285)	285	(569)	569
Accounts payable to selling shareholders	(18,935)	SELIC	(615)	(142)	142	(284)	284
Accounts payable to selling shareholders	(106,537)	IPCA+4.1%	(8,960)	(799)	799	(1,598)	1,598
Accounts payable to selling shareholders	(55,649)	CDI	(1,809)	(417)	417	(835)	835
Accounts payable to selling shareholders	(100,637)	CDI	(3,271)	(755)	755	(1,510)	1,510

	Exposure	+10%	-10%
As of March 31, 2020
Cash and cash equivalents	96,966	9,697	(9,697)
Loans and financing	(67,220)	(6,722)	6,722
	29,746	2,975	(2,975)

As of March 31, 2020 (unaudited)	Less than 1 year	1 to 3 years	3 to 5 years	More than 5 years	Total
Trade payables	22,853	-	-	-	22,853
Loans and financing	76,373	12,984	8,749	2,860	100,966
Lease liabilities	50,466	104,340	97,049	597,158	849,013
Accounts payable to selling shareholders	162,846	218,458	62,843	-	444,147
Advances from customers	33,738	-	-	-	33,738
	346,276	335,782	168,641	600,018	1,450,717

	January 1, 2020	Payments	Addition	Interest	Foreign exchange movement	Business combination	Other	March 31, 2020
Loans and financing	60,357	(1,316)	911	619	14,044	16,187	-	90,802
Lease liabilities	284,515	(11,735)	43,147	9,900	-	10,265	12,487	348,579
Total	344,872	(13,051)	44,058	10,519	14,044	26,452	12,487	439,381

	January 1, 2019	Payments	Interest	Foreign exchange movement	Other	March 31, 2019
Loans and financing	77,829	-	334	(1,115)	4,076	81,124
Dividends payable	4,107	-	-	-	(4,107)	-
Lease liabilities	212,360	(7,670)	6,418	-	5,751	216,859
Total	294,296	(7,670)	6,752	(1,115)	5,720	297,983

	Fair value measurement
	Total	Quoted prices in active markets (Level 1)	Significant observable inputs (Level 2)	Significant unobservable inputs (Level 3)
March 31, 2020 (unaudited)
Assets measured at fair value:
Derivative financial assets
Cross-currency interest rate swaps	13,299	-	13,299	-
Assets for which fair values are disclosed
Restricted cash	16,190	-	16,190	-
Trade receivables (non-current)	12,964	-	12,964	-
Liabilities for which fair values are disclosed
Loans and financing	(91,191)	-	(91,191)	-
Lease liabilities	(348,579)	-	(348,579)	-
Accounts payable to selling shareholders	(395,940)	-	(395,940)	-

	05/15/2018	02/07/2019	03/29/2019*

Weighted average fair value at the measurement date	R$ 366.16	R$529.12	R$684.22
Dividend yield (%)	0.0%	0.0%	0.0%
Expected volatility (%)	49.5%	45.5%	43.7%
Risk-free interest rate (%)	7.7%	7.6%	7.2%
Expected life of stock options (years)	4.0	4.0	4.0
Weighted average share price	R$254.13	R$ 368.41	R$ 213.35
Model used	Monte Carlo	Monte Carlo	Black & Scholes

	Number of stock options (i)
Outstanding at January 1, 2019	1,291,248
Granted	293,860
Forfeited	-
Addition of Guardaya’s plan	257,320
Exercised	(1,842,428)
Expired	-
Outstanding at December 31, 2019	-