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5 Business combinations (Tables)
12 Months Ended
Dec. 31, 2020
Business Combinations  
Schedule of preliminary fair values of the identifiable assets acquired and liabilities acquired

The preliminary fair values of the identifiable assets acquired and liabilities assumed as of each acquisition date were:

 

  UniRedentor* UniSL** PEBMED FESAR FCMPB MedPhone
Assets            
Cash and cash and equivalents 11,796 3,245 1,119 4,236 100 60
Trade receivables 4,800 21,567 7,984 - 8,148 -
Inventories - 467 - - - -
Recoverable taxes 3 822 - - - -
Other assets 2,486 7,251 161 42 123 9
Indemnification assets 710 12,645 12,350 6,871 - -
Right-of-use assets 10,265 42,062 865 - 23,663 -
Property and equipment 4,207 19,144 391 23,176 962 -
Intangible assets 142,399 314,097 60,372 167,106 264,782 3,727
  176,666 421,300 83,242 201,431 297,778 3,796
Liabilities            
Trade payables (746) (3,554) (9,024) (143) (173) -
Loans and financing (16,187) (58,541) - (1,087) - -
Lease liabilities (10,265) (42,062) (865) - (23,663) -
Labor and social obligations (4,471) (8,070) (1,786) (1,801) (3,832) -
Taxes payable (850) (5,779) (1,210) (29) (5) (2)
Provision for legal proceedings (710) (12,645) (12,350) (6,871) - -
Advances from customers (10,994) (6,084) (9,312) (759) (1,781) -
Notes payable - (80,526) - - - -
Other liabilities - (14,754) - - - (228)
  (44,223) (232,015) (34,547) (10,690) (29,454) (230)
Total identifiable net assets at fair value 132,443 189,285 48,695 190,741 268,324 3,566
Preliminary goodwill arising on acquisition 77,662 4,420 84,175 71,664 110,483 2,843
Purchase consideration transferred 210,105 193,705 132,870 262,405 378,807 6,409
Cash paid 114,607 141,065 115,339 260,836 189,913 6,373
Payable in installments 95,498 52,640 - 1,569 188,894 36
Paid in Afya Brazil’s shares - - 17,531 - - -
Analysis of cash flows on acquisition:            
Transaction costs (included in cash flows from operating activities) (1,380) (1,666) (613) (2,047) (721) (158)
Cash paid, net of cash acquired with the subsidiary (included in cash flows from investing activities) (102,811) (137,820) (114,220) (256,600) (189,813) (6,313)
Net of cash flow on acquisition (104,191) (139,486) (114,833) (258,647) (190,534) (6,471)

 

*During the measurement period, the preliminary goodwill for the acquisition of UniRedentor was adjusted to R$77,662 (R$90,282 initial goodwill) as a result of an increase of intangible assets from R$134,281 to R$142,399 and a purchase price consideration adjustment of R$ 4,503.

 

**During the measurement period, the preliminary goodwill for the acquisition of UniSL was adjusted to R$4,422 (R$53,192 previously disclosed) as a result of (i) a purchase consideration decrease of R$7,816 and (ii) adjustments increasing intangible assets of R$ 40,961 and a decrease in property and equipment of R$7.

Schedule of acquisition of UniRedentor

The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

 

Intangible assets acquired Valuation technique
Licenses

With-and-without method

 

The with-and-without method consists of estimating the fair value of an asset by the difference between the value of this asset in two scenarios: a scenario considering the existence of the asset in question and another considering its non-existence.

Customer relationships

Multi-period excess earnings method

 

The method considers the present value of net cash flows expected to be generated by customer relationships, by excluding any cash flows related to contributory assets.

Schedule of acquisition of UniSL

The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

 

Intangible assets acquired Valuation technique
Licenses

With-and-without method

 

The with-and-without method consists of estimating the fair value of an asset by the difference between the value of this asset in two scenarios: a scenario considering the existence of the asset in question and another considering its non-existence.

Customer relationships

Multi-period excess earnings method

 

The method considers the present value of net cash flows expected to be generated by customer relationships, by excluding any cash flows related to contributory assets.

Schedule of acquisition of PEBMED

The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

 

Intangible assets acquired Valuation technique
Trademark

Relief from royalty

 

This methodology is based on the market remuneration of the use license granted to third parties. The value of the asset is restated by the savings of royalties that the owner would have to own the asset. It is necessary to determine a royalty rate that reflects the appropriate remuneration of the asset. The royalty payments, net of taxes, are discounted to present value.

Customer relationships

Multi-period excess earnings method

 

The method considers the present value of net cash flows expected to be generated by customer relationships, by excluding any cash flows related to contributory assets.

Developed technology intangible assets

Replacement cost

 

This methodology is based on the estimated cost of replacing the referred asset with a new one (acquisition or reconstruction), adjusted to reflect the losses in value resulting from the physical deterioration and the functional and economic obsolescence of that asset.

Schedule of acquisition of FESAR

The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

 

Intangible assets acquired Valuation technique
Licenses

With-and-without method

 

The with-and-without method consists of estimating the fair value of an asset by the difference between the value of this asset in two scenarios: a scenario considering the existence of the asset in question and another considering its non-existence.

Customer relationships

Multi-period excess earnings method

 

The method considers the present value of net cash flows expected to be generated by customer relationships, by excluding any cash flows related to contributory assets.

Schedule of acquisition of MedPhone

The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

 

Intangible assets acquired Valuation technique
Trademark

Relief from royalty

 

This methodology is based on the market remuneration of the use license granted to third parties. The value of the asset is restated by the savings of royalties that the owner would have to own the asset. It is necessary to determine a royalty rate that reflects the appropriate remuneration of the asset. The royalty payments, net of taxes, are discounted to present value.

Customer relationships

Multi-period excess earnings method

 

The method considers the present value of net cash flows expected to be generated by customer relationships, by excluding any cash flows related to contributory assets.

Developed technology intangible assets

Replacement cost

 

This methodology is based on the estimated cost of replacing the referred asset with a new one (acquisition or reconstruction), adjusted to reflect the losses in value resulting from the physical deterioration and the functional and economic obsolescence of that asset.

Schedule of acquisition of FCMPB

The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

 

Intangible assets acquired Valuation technique
Licenses

With-and-without method

 

The with-and-without method consists of estimating the fair value of an asset by the difference between the value of this asset in two scenarios: a scenario considering the existence of the asset in question and another considering its non-existence.

Customer relationships

Multi-period excess earnings method

 

The method considers the present value of net cash flows expected to be generated by customer relationships, by excluding any cash flows related to contributory assets.

Schedule of preliminary fair values of the identifiable assets acquired and liabilities
Guardaya FASA* IPEMED**
Assets      
Cash and cash and equivalents 1,548 3,834 307
Restrict cash - 5,561 -
Trade receivables 44,277 1,832 8,965
Inventories 2,581 - -
Recoverable taxes 280 - -
Other assets 489 458 3,266
Right-of-use assets 4,556 47,789 8,800
Property and equipment 1,594 22,946 3,676
Investment in associate 24,458 - -
Intangible assets 59,977 171,511 33,039
  139,760 253,931 58,053
       
Liabilities      
Trade payables (454) (1,133) (4,908)
Loans and financing (4,076) (35,419) (3,592)
Lease liabilities (4,607) (47,793) (8,965)
Labor and social obligations (1,844) (5,254) (1,575)
Taxes payable (3,571) (483) (26,503)
Provision for legal proceedings (680) (1,684) (2,008)
Advances from customers - (3,192) (607)
Other liabilities (4,709) (460) -
  (19,941) (95,418) (48,158)
Total identifiable net assets at fair value 119,819 158,513 9,895
Non-controlling interest - (15,851) -
Goodwill arising on acquisition 139,294 58,903 87,647
Purchase consideration transferred 259,113 201,565 97,542
Cash paid - 102,330 52,239
Capital contribution 259,113 - -
Payable in installments - 99,235 45,303

Analysis of cash flows on acquisition:

 

     
Transaction costs (included in cash flows from operating activities) (482) (1,887) (180)
Cash paid net of cash acquired with the subsidiary (included in cash flows from investing activities) 1,548 (98,496) (51,932)
Net of cash flow on acquisition 1,066 (100,383) (52,112)

 

*During the measurement period, the purchase consideration for the acquisition of FASA was adjusted by R$3,022 as a result of purchase price adjustments. Accordingly, goodwill was updated to R$58,903.

 

** During the measurement period of the assets acquired and liabilities assumed at the fair value, the Company has identified R$1,320 of indemnification assets, related to the acquisition of IPEMED.

Schedule of acquisition of Guardaya

The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

 

Intangible assets acquired Valuation technique
Trademark

Relief-from-royalty

 

This methodology is based on the market remuneration of the use license granted to third parties. The value of the asset is restated by the savings of royalties that the owner would have to own the asset. It is necessary to determine a royalty rate that reflects the appropriate remuneration of the asset. The royalty payments, net of taxes, are discounted to present value.

Customer relationships

Multi-period excess earning method

 

The method considers the present value of net cash flows expected to be generated by customer relationship, by excluding any cash flows related to contributory assets.

Educational content

Replacement cost

 

This methodology is based on the estimate of the cost of replacing the asset with a new one (acquisition or reconstruction), adjusted to reflect the losses of value resulting from the physical deterioration and the economic functional obsolescence of the asset.

Schedule of acquisition of FASA

The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

 

Intangible assets acquired Valuation technique
Licenses

With-and-without method

 

The with-and-without method consists of estimating the fair value of an asset by the difference between the value of this asset in two scenarios: a scenario considering the existence of the asset in question and another considering its non-existence.

Customer relationships

Multi-period excess earning method

 

The method considers the present value of net cash flows expected to be generated by customer relationship, by excluding any cash flows related to contributory assets.

Schedule of acquisition of IPEMED

The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

 

Intangible assets acquired Valuation technique
Trademark

Relief-from-royalty

 

This methodology is based on the market remuneration of the use license granted to third parties. The value of the asset is restated by the savings of royalties that the owner would have to own the asset. And it is necessary to determine a royalty rate that reflects the appropriate remuneration of the asset. The royalty payments, net of taxes, are discounted to present value.

Customer relationships

Multi-period excess earning method

 

The method considers the present value of net cash flows expected to be generated by customer relationship, by excluding any cash flows related to contributory assets.