XML 72 R34.htm IDEA: XBRL DOCUMENT v3.22.1
Business combinations (Tables)
12 Months Ended
Dec. 31, 2021
IfrsStatementLineItems [Line Items]  
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:

 

Assets iClinic Medicinae Medical Harbour Cliquefarma Shosp Unifipmoc Unigranrio RXPRO
Cash and cash and equivalents 1,659 201 47 1,009 397 6,140 34,755 91
Restrict cash 6,050 - - - - - - -
Trade receivables 1,201 - 159 501 - 34,309 26,622 1,211
Inventories - - - - - - 352 246
Recoverable taxes 72 15 - - 1 1,295 738 112
Other assets 20 - 2 - - 702 12,159 366
Right-of-use assets 88 - - - - 52,079 87,265 82
Property and equipment 473 17 34 - 5 24,277 40,775 42
Indemnification assets 1,252 - - - - 7,331 71,669 -
Intangible assets 84,987 4,518 7,359 14,991 4,856 227,534 510,356 6,330
  95,802 4,751 7,601 16,501 5,259 353,667 784,691 8,480
Liabilities                
Trade payables 619 - 6 8 1 985 6,197 1,060
Loans and financing - - 299 580 - 30,179 5,533 -
Labor and social obligations 1,414 159 4 102 89 5,306 22,854 62
Taxes and contributions payable 77 4 1 307 123 758 94,025 100
Provision for legal proceedings 1,252 - - - - 7,331 71,669 -
Leases liabilities 88 - - - - 52,079 87,265 82
Advances from customers 400 - 35 3 167 10,745 3,387 -
Other liabilities - - - - - 5,739 4,878 -
  3,850 163 345 1,000 380 113,122 295,808 1,304
Total identifiable net assets at fair value 91,952 4,588 7,256 15,501 4,879 240,545 488,883 7,176
                 
Preliminary goodwill arising on acquisition 99,168 4,584 4,022 6,588 3,022 87,777 130,073 38,446
Purchase consideration transferred 191,120 9,172 11,278 22,089 7,901 328,322 618,956 45,622
Cash paid 119,620 5,600 5,000 16,166 5,855 328,322 375,670 30,263
Contingent consideration - 3,572 6,278 2,923 1,592 (*)- (**)- 10,171
Consideration to be transferred - - - - 454 - 243,286 76
Paid in shares 71,500 - - 3,000 - - - 5,112
Analysis of cash flows on acquisition:                
Transaction costs of the acquisition (included in cash flows from operating activities) 856 117 144 336 188 177 10,990 264
Cash paid net of cash acquired with the subsidiary (included in cash flows from investing activities) 117,961 5,399 4,953 15,157 5,458 322,182 340,915 30,172
Net of cash flow on acquisition 118,817 5,516 5,097 15,493 5,646 322,359 351,905 30,436
*There are 40 additional seats still pending approval, which, if approved by the Ministry of Education, will result in a potential additional payment of up to R$ 50,000.
**There are 82 additional seats still pending approval which, if approved by MEC, will result in a potential additional payment of up to R$90,200.
The fair values of the identifiable assets acquired and liabilities assumed as of each acquisition date were:

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

 

UniRedentor* UniSL** PEBMED FESAR MedPhone FCMPB
Assets            
Cash and cash and equivalents 11,796 3,245 1,119 4,236 60 100
Trade receivables 4,800 21,567 7,984 - - 8,148
Inventories - 467 - - - -
Recoverable taxes 3 822 - - - -
Other assets 2,486 7,251 161 42 9 123
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 3,727 264,782
  176,666 421,300 83,242 201,431 3,796 297,778
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 2 5
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 10,690 230 29,454
Total identifiable net assets at fair value 132,443 189,285 48,695 190,741 3,566 268,324
Goodwill arising on acquisition 77,662 4,420 84,175 71,664 2,843 110,483
Purchase consideration transferred 210,105 193,705 132,870 262,405 6,409 378,807
Cash paid 114,607 141,065 115,339 260,836 6,373 189,913
Payable in installments 95,498 52,640 - 1,569 36 188,894
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 2,047 158 721
Cash paid, net of cash acquired with the subsidiary (included in cash flows from investing activities) 102,811 137,820 114,220 256,600 6,313 189,813
Net of cash flow on acquisition 104,191 139,486 114,833 258,647 6,471 190,534

 

*During the measurement period, the goodwill for the acquisition of UniRedentor was adjusted to R$77,662 as a result of an increase of intangible assets to R$142,399 and a purchase price consideration adjustment of R$ 4,503.

 

**During the measurement period, the goodwill for the acquisition of UniSL was adjusted to R$4,420 as a result of (i) a purchase consideration decrease of R$7,816 and (ii) adjustments increasing intangible assets to R$ 314,097 and a decrease in property and equipment of R$7.
I Clinic [Member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.

Cliquefarma [Member]  
IfrsStatementLineItems [Line Items]  
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
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.

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
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.

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.

Harbour [Member]  
IfrsStatementLineItems [Line Items]  
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.

Shosp [Member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.

U N I F I P Moc [Member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.

U N I G R A N [Member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.

P X P R O [Member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.

Uni Redentor [Member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.

Uni S L [Member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.

P E B M E D [Member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.

Faculdade de Ensino Superior da Amazonia Reunida ("FESAR") [member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.

MedPhone Tecnologia em Saude Ltda ("MedPhone") [member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.

F C M P B [Member]  
IfrsStatementLineItems [Line Items]  
The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows:

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.