Vinci Compass Investments Ltd 6-K, filed Nov 9, 2022
Vinci Compass Investments Ltd. (VINP)
About this 6-K
Vinci Compass Investments Ltd filed this 6-K on November 9, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number: 001-39938
Vinci Partners Investments Ltd.
(Exact name of registrant as specified in its charter)
Av. Bartolomeu Mitre, 336
Leblon – Rio de Janeiro
Brazil 22431-002
+55 (21) 2159-6240
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F |
X |
Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes | No |
X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes | No |
X |
TABLE OF CONTENTS
| EXHIBIT | |
| 99.1 | Vinci Partners Investments Ltd. Third Quarter 2022 Earnings Presentation |
| 99.2 | Press release dated November 9, 2022 – Vinci Partners Reports Third Quarter 2022 Results |
| 99.3 | Vinci Partners Investments Ltd. Interim Financial Statements as of September 30, 2022 and For the Nine-Month Period Ended September 30, 2022 and 2021 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Vinci Partners Investments Ltd. | |||||
| By: | /s/ Sergio Passos Ribeiro | ||||
| Name: | Sergio Passos Ribeiro | ||||
| Title: | Chief Financial Officer | ||||
Date: November 9, 2022
Exhibit 99.1
Third Quarter 2022 Earnings Presentation November 09, 2022
Disclaimer This presentation contains forward - looking statements that can be identified by the use of words such as “anticipate,” “believe, ” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. By their nature, forward - looking statements are necessarily subject to a high degree o f uncertainty and involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the fu ture whether or not outside of our control. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward - looki ng statements and there can be no assurance that such forward - looking statements will prove to be correct. Accordingly, you should not place undue reliance on forward - looking st atements. The forward - looking statements included herein speak only as at the date of this presentation and we do not undertake any obligation to update these forward - looking sta tements. Past performance does not guarantee or predict future performance. Moreover, neither we nor our affiliates, officers, employees and agents undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward - looking statements to reflect events that occur or circumstances that arise in relation to the content of the presentation. Further information on these and other factors that could affect our financial results is included in filings we have made and will make with the U. S. Securities and Exchange Commission (the “SEC”) from time to time, including in the section titled “Risk Factors” in our latest fillings with the SEC. These documents are availa ble on the SEC Filings section of the investor relations section of our website at: https://ir.vincipartners.com/financials/sec - filings. We have prepared this presentation solely for informational purposes. The information in this presentation does not constitut e o r form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any of our securities or securities of our subsidiaries or a ffi liates, not should it or any part of it form the basis of, or be relied on, in connection with any contract to purchase or subscribe for any of our securities or securities of any of our sub sid iaries or affiliates, nor shall it or any part of it form the basis of, or be relied on, in connection with any contract or commitment whatsoever. This presentation also includes certain non - GAAP financial information. We believe that such information is meaningful and usefu l in understanding the activities and business metrics of our operations. We also believe that these non - GAAP financial measures reflect an additional way of viewing aspects o f our business that, when viewed with our International Financial Reporting Standards (“IFRS”) results, as issued by the International Accounting Standards Board, prov ide a more complete understanding of factors and trends affecting our business. Further, investors regularly rely on non - GAAP financial measures to assess operating performance and suc h measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with IFRS. We also believe that cer tai n non - GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in our industry, many of wh ich present these measures when reporting their results. The non - GAAP financial information is presented for informational purposes and to enhance understanding of the IFRS financial st atements. The non - GAAP measures should be considered in addition to results prepared in accordance with IFRS, but not as a substitute for, or superior to, IFRS results . A s other companies may determine or calculate this non - GAAP financial information differently, the usefulness of these measures for comparative purposes is limited. A reconciliatio n o f such non - GAAP financial measures to the nearest GAAP measure is included in this presentation. 2
3 Presenters Alessandro Horta Chief Executive Officer Sergio Passos Chief Operating Officer & Chief Financial Officer Bruno Zaremba Private Equity Chairman & Head of Investor Relations
Opening Remarks
5 25 50 63 2018 2020 3Q'22 Vinci Partners reports notable results in the third quarter with attractive dividend distribution After - tax Adjusted DE 4 3Q22 R$73.2mm R$ 63 bn AUM¹ See notes and definitions at end of document Vinci Partners ended the third quarter of 2022 with R$63.4 bn in AUM¹ , pushed by the secular trend for growth in allocation to alternatives in Brazil Vinci Partners continues to deliver solid results, which translates into substantial amounts of free cash flow and attractive dividend distribution to shareholders Quarterly Dividend US$0.20 Per share Dividends since IPO US$1.20 Per share Vinci achieved several important milestones across Private Market strategies in the quarter: 6.7 % LTM Dividend Yield 5 VICA Real Estate/Credit The new Agribusiness Strategy raised R$360 million through a public offer closed in August FDIRS Infrastructure Vinci was selected to manage the Sustainable Regional Development Fund, with AUM starting at R$750 million that should be activated in the next few quarters DEPS 3Q22 R$1.32 19 % YoY Vinci SPS Special Situations Vinci completed the acquisition of SPS Capital on August 16 th , a leading independent asset manager focused on Special Situations
Financial Highlights
7 Third Quarter 2022 Segment Earnings (Unaudited) See notes and definitions at end of document (R$ thousands, unless mentioned) 3Q'21 2Q'22 3Q'22 ∆ YoY(%) 3Q'21 YTD 3Q'22 YTD ∆ YoY(%) Net revenue from management fees 92,855 89,271 95,361 3% 269,476 271,861 1% Net revenue from advisory fees 25,163 6,659 7,267 - 71% 46,607 17,600 - 62% Total Fee Related Revenues 118,018 95,930 102,628 - 13% 316,083 289,461 - 8% Segment personnel expenses (5,600) (6,233) (6,509) 16% (16,225) (19,291) 19% Other G&A expenses (5,163) (4,178) (4,725) - 8% (12,795) (13,406) 5% Corporate center expenses (18,149) (21,350) (22,067) 22% (56,957) (62,178) 9% Bonus compensation related to management and advisory (25,994) (17,267) (19,798) - 24% (61,602) (54,337) - 12% Total Fee Related Expenses (54,906) (49,028) (53,099) - 3% (147,580) (149,211) 1% FEE RELATED EARNINGS (FRE) 63,112 46,902 49,529 - 22% 168,503 140,250 - 17% FRE Margin (%) 53.5% 48.9% 48.3% 53.3% 48.5% FRE per share¹ (R$/share) 1.12 0.84 0.89 2.97 2.52 Net revenue from performance fees 5,610 3,839 31 - 99% 34,185 7,042 - 79% Performance based compensation (1,798) (1,427) (537) - 70% (12,907) (2,996) - 77% PERFORMANCE RELATED EARNINGS (PRE) 3,812 2,412 (506) N/A 21,278 4,046 - 81% PRE Margin (%) 68.0% 62.8% N/A 62.2% 57.5% ( - ) Unrealized performance fees 7,036 – 2,571 - 63% (2,451) 1,935 N/A (+) Unrealized performance compensation (2,258) – (910) - 60% 872 (685) N/A (+) Realized GP investment income 1,421 4,926 5,738 304% 1,878 12,709 577% SEGMENT DISTRIBUTABLE EARNINGS 73,123 54,240 56,422 - 23% 190,081 158,255 - 17% Segment DE Margin (%) 55.4% 51.8% 50.8% 54.4% 50.9% (+) Depreciation and amortization 925 976 1,223 32% 2,790 3,183 14% (+) Realized financial income 315 20,001 31,726 9,972% 19,198 76,723 300% ( - ) Leasing expenses (3,065) (2,400) (2,297) - 25% (9,328) (7,169) - 23% ( - ) Other items 775 644 (1,689) N/A (459) (2,181) 375% ( - ) Extraordinary expenses – (962) (523) N/A – (6,595) N/A ( - ) Income taxes (excluding related to unrealized fees and income) (10,330) (12,064) (12,020) 16% (38,562) (35,685) - 7% DISTRIBUTABLE EARNINGS (DE) 61,743 60,435 72,842 18% 163,719 186,532 14% DE Margin (%) 46.6% 48.5% 51.0% 44.4% 48.1% DE per share (R$/share) ² 1.09 1.09 1.32 2.89 3.36 (+) Nonrecurring expenses (including Income Tax effect) ³ – 635 353 N/A – 5,425 N/A ADJUSTED DISTRIBUTABLE EARNINGS 61,743 61,070 73,195 19% 163,719 191,957 17% Adjusted DE Margin (%) 46.6% 49.0% 51.3% 44.4% 49.5% Adjusted DE per share (R$/share) 1.09 1.10 1.32 2.89 3.45
8 ▪ Total assets under management (“AUM”) of R$63.4 billion, up 9% year - over - year. ▪ Fee - Earning AUM (“FEAUM”) of R$59.7 billion, up 7% year - over - year. ▪ New capital subscriptions of R$508 million in the quarter and R$4.2 billion over the 3Q ’22 LTM . ▪ Capital Return of R$161 million in the quarter and R$1.8 billion over the 3Q’22 LTM. ▪ Acquisitions of R$2.1 billion in AUM in the quarter. ▪ Performance fee - eligible AUM (“PEAUM”) of R$36.9 billion at the end of the quarter. ▪ Net cash and investments of R$1.4 billion (R$25.38/share) at the end of the quarter. Third Quarter 2022 Highlights ▪ Fee - related revenues of R$102.6 million in the third quarter, up 7% quarter - over - quarter and down 13% year - over - year. ▪ FRE was R$49.5 million in the 3Q’22 , up 6% quarter - over - quarter and down 22% year - over - year, due to reduction in year - over - year advisory revenues. ▪ Adjusted Distributable Earnings (“DE”) of R$73.2 million (R$1.32/share) in the quarter, up 19% year - over - year. x Adjusted DE was R$ 192.0 million (R$ 3.45 /share) over the YTD 3Q’22 , up 17 % year - over - year. Financial Measures Capital Metrics Capital Returned to Shareholders ▪ Quarterly dividend of US$0.20 per common share payable on December 8, 2022. ▪ Total capital used for share repurchases of R$11.9 million in the 3Q’22.
9 18 21 2 3 7 8 27 32 3Q'21 3Q'22 5-10 Years 10+ Years Perpetual or quasi-perpetual 20 24 12 11 24 25 56 60 3Q'21 3Q'22 Private Markets Liquid Strategies IP&S 22 28 13 11 24 25 58 63 3Q'21 3Q'22 Private Markets Liquid Strategies IP&S We continue to see AUM expansion across the platform, with highlight to long - term products ▪ Total assets under management (AUM) of R$63.4 billion, up 9% year - over - year, driven primarily by strong fundraising coming from Private Markets funds and the closing of the acquisition of SPS Capital. ▪ Total Fee - Earning AUM (FEAUM) of R$59.7 billion, up 7% year - over - year. ▪ Total Long - Term AUM of R$31.6 billion in the 3Q’22, up 18% year - over - year. Long - Term AUM currently represents 50% of Vinci Partn ers’ total AUM, which translates into more predictable and recurring revenues. AUM 3Q ’ 22 vs 3Q ’ 21 ( R$bn ) Fee - Earning AUM 3Q ’ 22 vs 3Q ’ 21 ( R$bn ) Long - Term AUM¹ 3Q ’ 22 vs 3Q ’ 21 ( R$bn ) + 9% + 7% +18% See notes and definitions at end of document
10 33% 25% 22% 11% 9% Local Institutional HNWI Institutional Offshore Allocators & Distributors Public market vehicles 25% 12% 6% 1% 4% 22% 15% 6% 9% Private Equity Real Estate Credit Vinci SPS Infrastructure IP&S Public Equities Hedge Funds Advisory 22% 9% 7% 3% 2% 40% 12% 5% Our AUM base favors alpha - driven strategies, while our revenue profile is management fee - centric Our platform is highly diversified across different strategies and clients 49 % of net revenues come from private market strategies ² 50 % of AUM is in long term products ¹ AUM diversified across five different distribution channels AUM 3Q ' 22 Net Revenues 3Q ' 22 LTM See notes and definitions at end of document AUM 3Q ' 22
11 89% 11% Private Equity Infrastructure Vinci holds a strong long - term upside from realization of performance fees in private market funds Gross Accrued Performance Fees – Private Market Funds ▪ Performance fee receivable increased to R$154.8 million in the 3Q’22, a 6% increase quarter - over - quarter. ▪ The VCP strategy¹ in Private Equity accounted for R$137.3 million in accrued performance fees, or 89% of total performance fe es. ▪ Vinci Partners had, as of 3Q’22, R$10 billion in performance eligible AUM coming from Private Markets’ funds still within inv est ment period. ▪ Accrued performance fees coming from the Infrastructure strategy are the only fees booked as unrealized in the company's bala nce sheet as of the third quarter of 2022, following IFRS 15 rules. Private Equity accrued performance fees reflect the funds' most recent mark and are not booked in the company's balance sheet ye t. R$154.8 mm Accrued Performance Fees (R$ mm) Accrued Performance Fees by Strategy (%) Vinci Partners recognizes the performance revenue according to IFRS 15 . Unrealized performance fees are recognized only when is highly probable that the revenue will not be reversed in the Income Statement . The fund FIP Infra Transmissão in Infrastructure had R $ 17 . 3 million as of the end of the third quarter of 2022 booked as unrealized performance fees in the company ´ s balance sheet . Accrued performance fees shown for Private Equity funds of R $ 137 . 3 million as of the end of the third quarter of 2022 have not been booked as unrealized performance fees in the company ´ s balance sheet . See notes and definitions at end of document
12 29% 22% 17% 10% 10% 7% 3% 2% Private Equity IP&S Public Equities Real Estate Credit Hedge Funds Vinci SPS Infrastructure PERFORMANCE FEE ELIGIBLE AUM (PEAUM) Strategy/Fund AUM R$mm Index type Index Rate Status Offshore Vehicles 3,469 Preferred Return w/ Catch - Up² USD + 8% Within investment period Onshore Vehicles 2,852 Preferred Return w/ Catch - Up² IPCA 5 + 8% Within investment period Nordeste III 217 Preferred Return w/ Catch - Up² IPCA 5 + 8.5% Currently generating performance Teman Pier 96 Preferred Return w/ Catch - Up² IPCA 5 + 5% Within investment period Others 3,787 Not expected to pay performance Total Private Equity 10,421 Vinci Valorem 2,115 Hurdle³ IMAB 5 6 Currently generating performance Separate Mandates 1,843 Hurdle³ IBOV 7 + alpha Currently generating performance International¹ 1,636 Currently generating performance Commingled Funds 740 Hurdle³ IBOV 7 + alpha Currently generating performance VSP 205 Preferred Return w/ Catch - Up² IPCA 5 + 8% Currently generating performance Others 1,322 Currently generating performance Total IP&S 7,861 SWF 4,169 Hurdle³ FTSE 8 Currently generating performance Mosaico Strategy 1,048 Hurdle³ IBOV 7 Currently generating performance Vinci Gas Dividendos 534 Hurdle³ IBOV 7 Currently generating performance Others 350 Currently generating performance Total Public Equities 6,102 Listed REITs 2,704 Hurdle³ IPCA 5 + 6% Currently generating performance VFDL 435 Preferred Return 4 IPCA 5 + 6% Within investment period FOF Strategy 145 Hurdle³ IFIX 9 Currently generating performance Others 235 Currently generating performance Total Real Estate 3,518 VCI II 751 Preferred Return 4 IPCA 5 + 6% Within investment period VES 589 Preferred Return 4 IPCA 5 + 6% Within investment period VCM FIM 347 Preferred Return 4 IPCA 5 + 5% Within investment period Energia FIM 284 Hurdle³ CDI 10 Currently generating performance VCS 112 Hurdle³ IPCA 5 + 5% Within investment period VCI I 240 Not expected to pay performance FOF Strategy 31 Hurdle³ IFIX 9 Currently generating performance Others 1,121 Currently generating performance Total Credit 3,474 Atlas Strategy 465 Hurdle³ CDI 10 Currently generating performance Vinci Multiestratégia 530 Hurdle³ CDI 10 Currently generating performance Vinci Total Return 371 Hurdle³ IPCA 5 + Yield IMAB 11 Currently generating performance Others 1,267 Currently generating performance Total Hedge Funds 2,633 VIAS 370 Preferred Return 4 IPCA 5 + 6% Within investment period Transportation and Logistics strategy 151 Preferred Return 4 IPCA 5 + 6% Within investment period FIP Infra Transmissão 69 Preferred Return 4 IPCA 5 + 8% Currently generating performance Others 198 Not expected to pay performance Total Infrastructure 788 Special Situations 1,088 Preferred Return 4 CDI 10 Within investment period Total Vinci SPS 1,088 PEAUM TOTAL 35,885 Significant exposure to performance fee - eligible AUM ▪ Total Performance fee eligible AUM (PEAUM) of R$35.9 billion. ▪ Hurdle rate funds charge performance based on the fund’s return over its benchmark, generally with a high - watermark clause, except for the SWF mandate in Public Equities. ▪ Within our Private Market strategies, R$10 billion in AUM comes from “preferred return” funds with carried interest, that are still in investment period. PEAUM R$36 bn See notes and definitions at end of document
13 93 95 25 7 118 103 3Q'21 3Q'22 Management fees Advisory fees 269 272 47 18 316 289 3Q'21 YTD 3Q'22 YTD Management fees Advisory fees 89 95 7 7 96 103 2Q'22 3Q'22 Management fees Advisory fees Fee Related Revenues 3Q ’ 22 vs. 3Q ’ 21 ( R$mm ) Fee Related Revenues Management fees remain the main contributor to revenues, accounting for 93% of total revenues over the 3Q’22 YTD ▪ Fee related revenues totaled R$102.6 million in the quarter, up 7% quarter - over - quarter, a combination of the strong fundraising occurred in the latter part of the 2Q'22, starting to positively impact revenues in the third quarter, and the partial impact coming from the SPS acquisition, closed in mid - August. ▪ Fee related revenues were down 13% year - over - year due to a higher contribution from advisory fees in the 3Q'21. Management fees were up 3% year - over - year. ▪ Fee related revenues accounted for R$289.5 million over the 3Q’22 YTD, down 8% when compared to the 3Q’21 YTD, driven by stro nge r deal activity in 2021 resulting in higher advisory fees in the period. Management fees were up 1% year - over - year. Fee Related Revenues 3Q ’ 22 vs. 2Q ’ 22 ( R$mm ) Fee Related Revenues 3Q’22 YTD vs. 3Q’21 YTD ( R$mm ) + 9% QoQ + 7% QoQ - 71% YoY + 3% YoY - 62% YoY + 1% YoY
14 75 57 57 62 16 19 13 13 160 152 3Q'21 YTD 3Q'22 YTD Bonus compensation Corporate center Segment Personnel expenses Other G&A 28 20 18 22 6 7 5 5 57 54 3Q'21 3Q'22 Bonus compensation Corporate center Segment Personnel expenses Other G&A Operating Expenses ▪ Total operating expenses of R$53.6 million in the quarter, down 5% year - over - year. ▪ Disregarding bonus compensation, Personnel, Corporate center and G&A expenses were up 15% year - over - year due to higher inflation in the period and return of travel expenses to the same levels experienced before COVID - 19 pandemic. ▪ Total operating expenses of R$152.2 during the 3Q’22 YTD , a decrease of 5% when compared to the 3Q’21 YTD. Total Expenses 3Q ’ 22 vs. 3Q ’ 21 ( R$mm ) Total Expenses 3Q’22 YTD vs. 3Q ’ 21 YTD ( R$mm ) - 5% - 5%
15 47 50 2Q'22 3Q'22 Fee Related Earnings (FRE) ▪ Fee Related Earnings (FRE)¹ of R$49.5 million (R$0.89/share) in the quarter, up 6% quarter - over - quarter, driven by the strong fu ndraising across Private Markets, combined with the partial impact from the SPS acquisition², closed in mid - August. ▪ FRE in the 3Q'22 was down 22% year - over - year. This decrease comes primarily from the Financial Advisory segment, following recor d revenues posted in the 3Q'21. Additionally, in 2022 FRE has been negatively impacted by investments made in our new segment, still in development, VRS. ▪ Considering only the asset management segments³, FRE would be down 1% year - over - year, impacted partially by higher fixed costs f ollowing the rise in inflation rates and the return of travel costs to pre - pandemic levels, combined with a mark - to - market effect in Liquid Strategies' funds in 2022. ▪ FRE Margin was 48% for the 3Q’22, a decrease of 5.2 percentage point when compared to the 3Q’21. On a comparable basis, FRE m arg in disregarding our VRS segment, would be 50%. See notes and definitions at end of document % FRE margin Fee Related Earnings 3Q’22 vs. 2Q’22 ( R$mm ) 48% 49% + 6% QoQ Fee Related Earnings Per Segment 3Q’22 vs. 3Q’21 ( R$mm ) Segment 3Q'21 3Q'22 ∆ YoY(%) Private Markets 26 27 3% Liquid Strategies 12 10 - 22% IP&S 10 11 14% Financial Advisory 15 4 - 76% Retirement Services – - 1 N/A FRE 63 50 - 22% (+) Retirement Services – 1 N/A FRE w/o VRS 63 51 - 19% 53% 48% 53% 50% FRE per share ¹ R$0.84 R$0.89 R$0.89 R$1.09
16 9 1 (5) (2) 4 (1) 3Q'21 3Q'22 Realized Unrealized 20 5 2 (1) 21 4 3Q'21 YTD 3Q'22 YTD Realized Unrealized Performance Related Earnings (PRE) ▪ Performance related earnings (PRE)¹ of negative R$0.5 million in the quarter. ▪ PRE¹ was R$4.0 million (R$0.07/share) over the 3Q’22 YTD , down 81% when compared to the 3Q’21 YTD. ▪ In the 3Q'21 the platform was positively impacted by higher contributions coming from international exclusive mandates in IP& S. ▪ PRE is negative in the quarter as a result of the mark - to - market correction in unrealized performance fees booked in the company ’s balance sheet. Performance Related Earnings 3Q ’ 22 vs. 3Q ’ 21 ( R$mm ) Performance Related Earnings 3Q’22 YTD vs. 3Q’21 YTD ( R$mm ) % PRE margin - 81% 57 % 62 % PRE per share¹ R$0.07 - R$0.01 R$0.37 R$0.07 See notes and definitions at end of document N/A 68 %
17 19 77 2 13 21 89 3Q'21 YTD 3Q'22 YTD Realized Financial Income Realized GP Investment Income 32 1 6 2 37 3Q'21 3Q'22 Realized Financial Income Realized GP Investment Income Realized GP Investment and Financial income ▪ Realized GP Investment¹ and Financial income² of R$37.5 million in the 3Q ’ 22, up 2,058% year - over - year, driven by realized gains in our liquid funds' portfolio. ▪ Realized GP Investment income of R$5.7 million in the quarter, coming primarily from dividend distributions of the company’s pro prietary stake in listed REITs. ▪ Realized GP Investment¹ and Financial income² accounted for R$89.4 million over the 3Q’22 YTD , up 324% when compared to the 3Q’ 21 YTD. See notes and definitions at end of document Realized GP Investment¹ and Financial income² 3Q ’ 22 vs 3Q ’ 21 ( R$mm ) Realized GP Investment¹ and Financial income² 3Q’22 YTD vs 3Q’21 YTD ( R$mm ) + 2,058% + 324%
18 62 73 3Q'21 3Q'22 164 192 3Q'21 YTD 3Q'22 YTD Adjusted Distributable Earnings (DE) ▪ Adjusted Distributable Earnings (DE)¹ of R$73.2 million (R$1.32/share) in the quarter, up 19% year - over - year, driven by the incr ease in management fees and financial income in the quarter. ▪ Adjusted DE margin for the quarter was 51%, up 4.7 percentage points when compared to the 3Q’21. Adjusted DE margin was 49% i n t he 3Q’22 YTD , an increase of 5.1 percentage points compared to the 3Q’21 YTD. ▪ Adjusted DE was R$192.0 million (R$3.45/share) in the 3Q’22 YTD, up 17% when compared to the 3Q’21 YTD . Adjusted Distributable Earnings (DE) 3Q ' 22 vs. 3Q ' 21 ( R$mm ) Adjusted Distributable Earnings (DE) 3Q’22 YTD vs. 3Q’21 YTD ( R$mm ) Adjusted DE per share² + 19% % Adjusted DE margin R$1.09 R$1.32 + 17% 49 % 44% R$2.89 R$3.45 See notes and definitions at end of document 51% 47%
19 24.37 25.38 2Q'22 3Q'22 Cash and Net Investments per share 4 (R$/share) Share Repurchase Activity (in R$ million, unless mentioned) 2Q'22 3Q'22 Total Shares Repurchased (number of shares) 250,360 220,098 Total Capital Used for Share Repurchases 14.6 11.9 Remaining Share Repurchase Plan Authorization 5 56.4 44.5 Average Price Paid Per Share (US$) 11.7 10.3 (in R$ millions, unless mentioned) 2Q'22 3Q'22 Cash and cash equivalents¹ 57.8 97.4 Net Investments 1,296.7 1,307.8 Liquid funds² 1,017.8 984.5 GP Fund Investments³ 278.9 323.3 Cash and Net Investments 1,354.5 1,405.2 Cash and Net Investments per share 4 (R$/share) 24.37 25.38 Balance Sheet Highlights ▪ As of September 30, 2022, Vinci Partners had R$1.4 billion (R$25.38/share) in total cash and net investments, that comprise c ash , cash equivalents and net investments (liquid funds and GP fund investments at fair value). ▪ Vinci Partners repurchased 220,098 shares in the quarter with an average share price of US$10.3. As of September 30, 2022, th e c ompany had R$44.5 million remaining in its current authorized share repurchase plan. See notes and definitions at end of document
Segment Highlights
21 55% 20% 20% 5% Private Markets Liquid Strategies IP&S Financial Advisory 53% 20% 22% 5% Financials by segment ▪ Fee Related Earnings (FRE), disregarding Vinci Retirement Services segment, were R$144.7 million over the 3Q’22 YTD, with 53% of FRE coming from Private Markets, followed by IP&S accounting for 22%, Liquid Strategies for 20% and Financial Advisory for 5%. ▪ Segment Distributable Earnings, disregarding Vinci Retirement Services segment, were R$162.7 million over the 3Q’22 YTD, with 55 % coming from Private Markets’ strategies, followed by IP&S and Liquid Strategies both accounting for 20% and Financial Advisory for 5%. Segment Distributable Earnings 3Q’22 YTD by Segment Fee Related Earnings (FRE) 3Q’22 YTD by Segment R$145 mm R$163 mm
22 Private Equity 49% Real Estate 21% Credit 16% Vinci SPS 8% Infrastructure 6% Private Markets' AUM (R$ thousands, unless mentioned) 3Q'21 2Q'22 3Q'22 ∆ YoY (%) 3Q'21 YTD 3Q'22 YTD ∆ (%) Net revenue from management fees 49,057 47,654 52,949 8% 145,045 147,362 2% Net revenue from advisory fees 823 275 560 - 32% 3,969 1,301 - 67% Total Fee Related Revenues 49,880 47,929 53,509 7% 149,014 148,663 0% Segment personnel expenses (2,739) (2,923) (3,148) 15% (7,899) (8,807) 11% Other G&A expenses (3,671) (2,411) (2,549) - 31% (8,903) (7,715) - 13% Corporate center expenses (7,441) (10,827) (11,287) 52% (27,817) (31,668) 14% Bonus compensation related to management and advisory (10,053) (7,426) (9,662) - 4% (25,351) (24,395) - 4% Total Fee Related Expenses (23,904) (23,587) (26,646) 11% (69,971) (72,585) 4% FEE RELATED EARNINGS (FRE) 25,976 24,342 26,863 3% 79,043 76,078 - 4% FRE Margin (%) 52.1% 50.8% 50.2% 53.0% 51.2% Net revenue from performance fees 962 1,719 (2,559) N/A 3,216 (201) N/A Realized performance fees 10 1,719 11 14% 765 1,734 127% Unrealized performance fees 952 – (2,571) N/A 2,451 (1,935) N/A Performance based compensation (340) (609) 905 N/A (1,071) 70 N/A PERFORMANCE RELATED EARNINGS (PRE) 622 1,110 (1,654) N/A 2,145 (131) N/A PRE Margin (%) 64.7% 64.6% 64.6% 66.7% 65.1% ( - ) Unrealized performance fees (952) – 2,571 N/A (2,451) 1,935 N/A (+) Unrealized performance compensation 337 – (910) N/A 869 (685) N/A (+) Realized GP investment income 1,421 4,926 5,738 304% 1,878 12,709 577% SEGMENT DISTRIBUTABLE EARNINGS 27,405 30,377 32,607 19% 81,484 89,906 10% Segment DE Margin (%) 53.4% 55.7% 55.0% 53.7% 55.1% ASSETS UNDER MANAGEMENT (AUM R$millions) 21,657 23,998 27,603 27% 21,657 27,603 27% FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$ millions) 19,680 20,722 24,183 23% 19,680 24,183 23% AVERAGE MANAGEMENT FEE RATE (%) 0.98% 0.90% 0.87% 0.98% 0.89% FULL TIME EMPLOYEES 50 46 62 24% 50 62 24% Private Markets R$28 bn AUM ▪ Fee related earnings (FRE) of R$26.9 million in the quarter, up 3% year - over - year, driven by a combination of the strong fundrai sing over the 3Q’22 LTM and partial effect from the incorporation of Vinci SPS. The acquisition, closed in mid - August, will start to fully impact management fee revenues from the f ourth quarter onwards. The decrease in average management fee rate is a combination of the current lower average management fee rate for R$1.7 billion in AUM coming from re cen tly raised and/or incorporated funds, which will have a positive upside to average management fee rates as these products deploy capital throughout the next quarters (highlights t o V inci SPS’ third vintage and Vinci Credit Infra). ▪ FRE was R$76.1 million over the 3Q’22 YTD, a decrease of 4% when compared to the 3Q’21 YTD, due to an increase in operating c ost s, a consequence of higher inflation in the period and return of travel expenses to pre - pandemic levels. ▪ Segment Distributable Earnings of R$32.6 million in the quarter, up 19% year - over - year. Segment DE was R$89.9 million over the 3 Q’22 YTD, an increase of 10% when compared to the 3Q’21 YTD boosted by a higher contribution from GP investment income coming from dividend distributions from the company's se ed investments in proprietary listed REITs. ▪ Total AUM of R$27.6 billion at the end of the quarter, an increase of 27% year - over - year, driven by strong fundraising across Pr ivate Equity and Credit strategies and the acquisition of SPS.
23 (R$ thousands, unless mentioned) 3Q'21 2Q'22 3Q'22 ∆ YoY (%) 3Q'21 YTD 3Q'22 YTD ∆ (%) Net revenue from management fees 23,273 20,210 20,720 - 11% 66,276 61,502 - 7% Net revenue from advisory fees – – – N/A – – N/A Total Fee Related Revenues 23,273 20,210 20,720 - 11% 66,276 61,502 - 7% Segment personnel expenses (1,431) (1,394) (1,398) - 2% (4,111) (4,176) 2% Other G&A expenses (598) (780) (1,009) 69% (1,903) (2,465) 30% Corporate center expenses (3,085) (4,592) (4,643) 50% (11,774) (13,438) 14% Bonus compensation related to management and advisory (5,864) (3,922) (4,134) - 29% (13,176) (12,005) - 9% Total Fee Related Expenses (10,978) (10,688) (11,185) 2% (30,964) (32,084) 4% FEE RELATED EARNINGS (FRE) 12,295 9,522 9,535 - 22% 35,312 29,418 - 17% FRE Margin (%) 52.8% 47.1% 46.0% 53.3% 47.8% Net revenue from performance fees 1,689 1,300 1,424 - 16% 10,149 5,049 - 50% Realized performance fees 1,689 1,300 1,424 - 16% 10,149 5,049 - 50% Unrealized performance fees – – – N/A – – N/A Performance based compensation (569) (459) (743) 31% (5,287) (1,924) - 64% PERFORMANCE RELATED EARNINGS (PRE) 1,120 841 681 - 39% 4,862 3,125 - 36% PRE Margin (%) 66.3% 64.7% 47.8% 47.9% 61.9% ( - ) Unrealized performance fees – – – N/A – – N/A (+) Unrealized performance compensation – – – N/A – – N/A SEGMENT DISTRIBUTABLE EARNINGS 13,415 10,363 10,216 - 24% 40,174 32,543 - 19% Segment DE Margin (%) 53.7% 48.2% 46.1% 52.6% 48.9% ASSETS UNDER MANAGEMENT (AUM R$millions) 12,600 9,845 10,760 - 15% 12,600 10,760 - 15% FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$millions ) 12,466 9,708 10,606 - 15% 12,466 10,606 - 15% AVERAGE MANAGEMENT FEE RATE (%) 0.76% 0.78% 0.86% 0.72% 0.79% FULL TIME EMPLOYEES 24 22 23 - 4% 24 23 - 4% R$11 bn AUM Liquid Strategies ▪ Fee related earnings (FRE) of R$9.5 million in the quarter, down 22% year - over - year. FRE was R$29.4 million over the 3Q’22 YTD, a decrease of 17% compared to the 3Q’21 YTD, driven by the mark - to - market effect in liquid strategies' AUM that negatively impacted management fee revenues in 2022. ▪ Performance related earnings (PRE) of R$0.7 million in the quarter, down 39% year - over - year. PRE was R$3.1 million over the 3Q’2 2 YTD, a decrease of 36% when compared to the 3Q’21 YTD. ▪ Segment Distributable Earnings of R$10.2 million in the quarter, down 24% year - over - year. Segment Distributable Earnings was R$3 2.5 million over the 3Q’22 YTD, a decrease of 19% when compared to 3Q’21. ▪ AUM was R$10.8 billion at the end of the 3Q22. Liquid strategies' AUM has not suffered from significant outflows in the quart er and has followed the recovery trend in local markets, accumulating R$1.0 billion in net appreciation during the period. Public Equities 73% Hedge Funds 27% Liquid Strategies' AUM
24 Separate Mandates 63% Pension Plans 16% International 11% Commingled Funds 10% IP&S AUM (R$ thousands, unless mentioned) 3Q'21 2Q'22 3Q'22 ∆ YoY (%) 3Q'21 YTD 3Q'22 YTD ∆ (%) Net revenue from management fees 20,525 21,407 21,692 6% 58,154 62,995 8% Net revenue from advisory fees 8 7 7 - 11% 47 21 - 55% Total Fee Related Revenues 20,533 21,414 21,699 6% 58,201 63,016 8% Segment personnel expenses (1,032) (1,078) (1,075) 4% (3,011) (3,980) 32% Other G&A expenses (491) (450) (622) 27% (1,300) (1,672) 29% Corporate center expenses (3,993) (4,864) (4,923) 23% (11,775) (13,852) 18% Bonus compensation related to management and advisory (5,377) (3,557) (4,125) - 23% (12,972) (11,837) - 9% Total Fee Related Expenses (10,893) (9,948) (10,745) - 1% (29,059) (31,341) 8% FEE RELATED EARNINGS (FRE) 9,640 11,466 10,954 14% 29,142 31,675 9% FRE Margin (%) 47.0% 53.5% 50.5% 50.1% 50.3% Net revenue from performance fees 2,959 820 1,167 - 61% 20,822 2,194 - 89% Realized performance fees 10,947 820 1,167 - 89% 20,822 2,194 - 89% Unrealized performance fees (7,988) – – N/A – – N/A Performance based compensation (889) (360) (698) - 22% (6,549) (1,142) - 83% PERFORMANCE RELATED EARNINGS (PRE) 2,070 460 469 - 77% 14,273 1,052 - 93% PRE Margin (%) 69.9% 56.1% 40.2% 68.5% 48.0% ( - ) Unrealized performance fees 7,988 – – N/A – – N/A (+) Unrealized performance compensation (2,596) – – N/A 3 – N/A SEGMENT DISTRIBUTABLE EARNINGS 17,102 11,926 11,422 - 33% 43,418 32,727 - 25% Segment DE Margin (%) 54.3% 53.6% 50.0% 54.9% 50.2% ASSETS UNDER MANAGEMENT (AUM R$millions) 23,695 25,659 25,029 6% 23,695 25,029 6% FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$millions ) 23,540 25,545 24,911 6% 23,540 24,911 6% AVERAGE MANAGEMENT FEE RATE (%) 0.39% 0.38% 0.38% 0.39% 0.38% FULL TIME EMPLOYEES 16 16 16 0% 16 16 0% Investment Products & Solutions ▪ Fee related earnings (FRE) of R$11.0 million in the quarter, up 14% year - over - year driven by the growth in management fees follo wing strong fundraising over the last twelve months. FRE was R$31.7 million over the 3Q’22 YTD, an increase of 9% when compared to the 3Q’21 YTD. ▪ Performance related earnings (PRE) of R$0.5 million, down 77% year - over - year, primarily due to the realization of performance fe es coming from international exclusive mandates in the 3Q’21 which did not take place in the 3Q'22. PRE over the 3Q’22 YTD was R$1.1 million, a decrease of 93% when compared to the 3Q ’21 YTD. ▪ Segment Distributable Earnings of R$11.4 million in the quarter, down 33% year - over - year, due to a higher contribution from PRE in the 3Q’21. Segment DE was R$32.7 million over the 3Q’22 YTD, a decrease of 25% when compared to the 3Q’21 YTD. ▪ Total AUM of R$25.0 billion, up 6% year - over - year, following the strong fundraising across our pension plan products. R$25 bn AUM
25 Financial Advisory ▪ Fee related earnings (FRE) of R$3.6 million in the quarter, down 76% year - over - year. ▪ FRE was R$7.6 million over the 3Q’22 YTD, a decrease of 70% when compared to the 3Q’21 YTD, due to a stronger deal environmen t i n 2021. ▪ Segment Distributable Earnings over the 3Q’22 YTD were R$7.6 million, a decrease of 70% year - over - year when compared to the 3Q’2 1 YTD. (R$ thousands, unless mentioned) 3Q'21 2Q'22 3Q'22 ∆ YoY (%) 3Q'21 YTD 3Q'22 YTD ∆ (%) Net revenue from management fees – – – N/A – – N/A Net revenue from advisory fees 24,332 6,378 6,700 - 72% 42,591 16,279 - 62% Total Fee Related Revenues 24,332 6,378 6,700 - 72% 42,591 16,279 - 62% Segment personnel expenses (398) (530) (502) 26% (1,204) (1,537) 28% Other G&A expenses (403) (165) (82) - 80% (710) (456) - 36% Corporate center expenses (3,630) (1,067) (1,121) - 69% (5,569) (3,127) - 44% Bonus compensation related to management and advisory (4,701) (1,350) (1,379) - 71% (10,102) (3,587) - 64% Total Fee Related Expenses (9,132) (3,112) (3,084) - 66% (17,585) (8,707) - 50% FEE RELATED EARNINGS (FRE) 15,200 3,265 3,616 - 76% 25,006 7,572 - 70% FRE Margin (%) 62.5% 51.2% 54.0% 58.7% 46.5% SEGMENT DISTRIBUTABLE EARNINGS 15,200 3,265 3,616 - 76% 25,006 7,572 - 70% Segment DE Margin (%) 62.5% 51.2% 54.0% 58.7% 46.5% FULL TIME EMPLOYEES 8 10 10 25% 8 10 25%
26 (R$ thousands, unless mentioned) 3Q'21 2Q'22 3Q'22 ∆ YoY (%) 3Q'21 YTD 3Q'22 YTD ∆ (%) Net revenue from management fees – – – – – – – Net revenue from advisory fees – – – – – – – Total Fee Related Revenues – – – – – – – Segment personnel expenses – (308) (386) N/A – (791) – Other G&A expenses – (372) (463) N/A – (1,098) – Corporate center expenses – – (92) N/A – (92) – Bonus compensation related to management and advisory – (1,012) (500) N/A – (2,514) – Total Fee Related Expenses – (1,692) (1,441) N/A – (4,495) – FEE RELATED EARNINGS (FRE) – (1,692) (1,441) N/A – (4,495) – FRE Margin (%) – – – – – – – Net revenue from performance fees – – – – – – – Realized performance fees – – – – – – – Unrealized performance fees – – – – – – – Performance based compensation – – – – – – – PERFORMANCE RELATED EARNINGS (PRE) – – – – – – – PRE Margin (%) – – – – – – – ( - ) Unrealized performance fees – – – – – – – (+) Unrealized performance compensation – – – – – – – SEGMENT DISTRIBUTABLE EARNINGS – (1,692) (1,441) N/A – (4,495) – Segment DE Margin (%) – – – – – – – 2Q'22 3Q'22 – 3Q'21 YTD 3Q'22 YTD – ASSETS UNDER MANAGEMENT (AUM R$millions) – – – – – – – FULL TIME EMPLOYEES – 5 6 N/A – 6 N/A Retirement Services ▪ Fee Related Earnings (FRE) of negative R$1.4 million in the quarter. FRE was negative R$4.5 million in the 3Q’22 YTD. ▪ VRS segment is in the final stages of product structuring and is expected to launch in early 2023.
Supplement Details
28 AUM and Fee - Earning AUM Rollforward Assets Under Management (AUM) – R$ millions Fee - Earning Assets Under Management (FEAUM) – R$ millions For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2022 For the Twelve Months Ended September 30, 2022 For the Twelve Months Ended September 30, 2022 Private Public IP&S Infrastructure Real Estate Credit Hedge Vinci SPS Total Equity Equities Funds Beginning balance 13,013 7,064 25,659 1,460 5,208 4,318 2,781 – 59,502 (+/ - ) Capital Subscription / (capital return) 113 – – – 78 157 – – 348 (+) Capital Subscription 129 – 0 0 180 199 – – 508 ( - ) Capital Return (16) – (0) (0) (102) (43) – – (161) (+) Acquisitions – – – – – – – 2,055 2,055 (+/ - ) Net Inflow / (outflow) – (35) (1,505) – (46) (8) (43) – (1,637) (+/ - ) Appreciation / (depreciation) 525 838 875 46 648 (2) 154 40 3,124 Ending Balance 13,650 7,868 25,029 1,505 5,888 4,465 2,892 2,096 63,392 Private Public IP&S Infrastructure Real Estate Credit Hedge Vinci SPS Total Equity Equities Funds Beginning balance 10,962 9,514 23,695 2,466 5,411 2,818 3,086 – 57,952 (+/ - ) Capital Subscription / (capital return) 2,218 – 142 (1,026) 19 1,112 – – 2,464 (+) Capital Subscription 2,245 – 142 162 435 1,253 – – 4,238 ( - ) Capital Return (27) – (0) (1,188) (416) (142) – – (1,774) (+) Acquisitions – – – – – – – 2,055 2,055 (+/ - ) Net Inflow / (outflow) – (1,337) 300 – (30) 268 (375) – (1,174) (+/ - ) Appreciation / (depreciation) 471 (309) 892 65 488 267 181 40 2,095 Ending Balance 13,650 7,868 25,029 1,505 5,888 4,465 2,892 2,096 63,392 Private Public IP&S Infrastructure Real Estate Credit Hedge Vinci SPS Total Equity Equities Funds Beginning balance 9,797 7,002 25,545 1,399 5,208 4,318 2,706 – 55,975 (+/ - ) Capital Subscription / (capital return) 113 – – – 78 157 – – 348 (+) Capital Subscription 129 – 0 0 180 199 – – 508 ( - ) Capital Return (16) – (0) (0) (102) (43) – – (161) (+) Acquisitions – – – – – – – 2,055 2,055 (+/ - ) Net Inflow / (outflow) – (35) (1,505) – (46) (8) (56) – (1,650) (+/ - ) Appreciation / (depreciation) 378 838 871 48 648 (2) 152 40 2,972 Ending Balance 10,288 7,805 24,911 1,447 5,888 4,465 2,801 2,096 59,700 Private Public IP&S Infrastructure Real Estate Credit Hedge Vinci SPS Total Equity Equities Funds Beginning balance 9,089 9,443 23,540 2,363 5,411 2,818 3,023 – 55,686 (+/ - ) Capital Subscription / (capital return) 923 – 142 (976) 19 1,112 – – 1,220 (+) Capital Subscription 950 – 142 162 435 1,253 – – 2,943 ( - ) Capital Return (27) – (0) (1,138) (416) (142) – – (1,723) (+) Acquisitions – – – – – – – 2,055 2,055 (+/ - ) Net Inflow / (outflow) – (1,333) 327 – (30) 268 (391) – (1,160) (+/ - ) Appreciation / (depreciation) 276 (305) 902 60 488 267 170 40 1,899 Ending Balance 10,288 7,805 24,911 1,447 5,888 4,465 2,801 2,096 59,700
29 Fund Segment NAV¹ (R$ millions) 3Q22 YTD 12 M 24 M Market Comparison Index Rate Vinci Multiestratégia FIM Hedge Funds 530.1 5.9% 9.1% 5.8% 10.6% CDI 4 CDI 4 Atlas Strategy² Hedge Funds 465.2 5.4% 9.9% 5.5% 9.8% CDI 4 CDI 4 Vinci Total Return Hedge Funds 250.9 14.2% 9.1% 0.2% 10.2% IPCA 5 + Yield IMA - B 7 IPCA 5 + Yield IMA - B 7 Mosaico Strategy Public Equities 1,047.7 - 9.1% 1.6% - 8.5% - 3.6% IBOV 5 IBOV 5 Vinci Gas Dividendos FIA Public Equities 534.2 - 5.3% 9.3% - 5.2% 6.2% IBOV 5 IBOV 5 Vinci Valorem FIM IP&S 3,066.5 3.6% 8.1% 3.7% 8.5% IMA - B 5 7 IMA - B 5 7 Equilibrio Strategy³ IP&S 2,070.7 3.6% 8.3% 3.6% 8.4% IPCA 6 - Vinci Selection Equities FIA IP&S 634.3 - 3.6% 5.5% - 3.4% - 1.2% IBOV 5 IBOV 5 Vinci Crédito Imobiliário I Credit 240.5 0.1% 7.9% 8.7% 12.7% IPCA 6 IPCA 6 +7.785% Vinci Crédito Imobiliário II Credit 698.5 0.8% 5.5% 6.0% 11.3% IPCA 6 IPCA 6 + 6% Vinci Crédito Estruturado Multiestrategia Plus FIC FIM Credit 125.0 3.6% 10.0% 12.8% 19.4% CDI 4 CDI 4 Vinci Energia Sustentável Credit 589.0 - 4.1% - 2.8% - 0.3% 8.2% IPCA 6 IPCA 6 + 6% Vinci Crédito Multiestratégia Credit 324.0 1.7% 8.6% 13.5% – CDI 4 IPCA 6 + 5% VISC11 Real Estate (listed REIT) 1,959.9 12.7% 14.7% 17.8% 15.5% IFIX 8 IPCA 6 + 6% VILG11 Real Estate (listed REIT) 1,645.4 18.2% 11.5% 13.6% - 2.1% IFIX 8 IPCA 6 + 6% VINO11 Real Estate (listed REIT) 822.6 15.8% - 5.9% - 8.7% 1.7% IFIX 8 IPCA 6 + 6% VIFI11 Real Estate (listed REIT) 61.6 13.5% 8.3% 12.7% - 4.4% IFIX 8 IFIX 8 VIUR11 Real Estate (listed REIT) 217.7 17.0% 13.9% 8.2% – IFIX 8 IPCA 6 + 6% VCRI11 Real Estate (listed REIT) 157.8 - 0.7% - 3.9% – – IFIX 8 IPCA 6 + X 9 % VICA11 Real Estate (REIT) 373.3 1.0% – – – IFIX 8 CDI 4 + 1% VINCI FOF IMOBILIARIO FIM CP Real Estate (REIT) 11.6 5.3% 9.2% 15.7% – IFIX 8 IFIX 8 VIGT11 Infrastructure (listed) 648.4 12.2% 4.9% 8.7% - 11.3% - - Investment records – IP&S, Liquid Strategies, Credit and Listed Funds Benchmark 3Q22 YTD 12 M 24 M IBOV 5 11.7% 5.0% - 0.8% 16.3% CDI 4 3.3% 8.9% 10.9% 14.2% IMA - B 5 7 0.4% 7.1% 9.2% 15.7% IPCA 6 + Yield IMA - B 7 1.0% 8.4% 12.9% 27.8% IPCA 6 - 1.3% 4.1% 7.2% 18.2% IFIX 8 7.0% 6.6% 10.1% 7.0% See notes and definitions at end of document
30 Fund Segment Vintage year Committed Capital Invested Capital Realized or Unrealized Total Value Gross MOIC Gross MOIC Gross IRR Gross IRR Partially Realized (R$mm) (R$mm) (R$mm) (R$mm) (R$mm) (BRL) (USD) (BRL) (USD) Fund 1 Private Equity 2004 1,415 1,206 5,065 211 5,276 4.4x 4.0x 71.5% 77.2% VCP II Private Equity 2011 2,200 1,805 1,874 2,322 4,196 2.3x 1.2x 12.2% 2.4% VCP III Private Equity 2018 4,000 2,113 34 3,400 3,434 1.6x 1.6x 45.3% 38.1% VCP Strategy² Private Equity 7,615 5,124 6,973 5,933 12,906 2.5x 2.2x 64.8% 70.2% NE Empreendedor Private Equity 2003 36 13 26 – 26 2.1x 2.6x 22.0% 30.5% Nordeste III Private Equity 2017 240 134 91 124 215 1.6x 1.3x 19.6% 10.5% VIR IV Private Equity 2020 1,000 239 7 283 291 1.2x 1.2x 30.5% 33.9% VIR Strategy³ Private Equity 1,276 386 124 408 532 1.4x 1.2x 22.1% 28.1% SPS I Vinci SPS 2018 128 170 112 147 259 1.5x 1.5x 27.4% 17.4% SPS II Vinci SPS 2020 671 952 345 887 1,232 1.3x 1.4x 28.4% 26.3% SPS III Vinci SPS 2021 1,070 252 – 293 293 1.2x 1.2x NM NM Vinci SPS Strategy 4 Vinci SPS 1,869 1,375 458 1,327 1,785 1.3x 1.4x 29.0% 24.0% FIP Transmissão 5 Infrastructure 2017 211 104 241 142 382 3.7x 2.7x 65.5% 48.7% VIAS 6 Infrastructure 2021 386 350 – 350 350 1.0x 1.1x NM NM VFDL 7 Real Estate 2021 422 88 – 107 107 1.2x 1.8x 31.7% 28.8% Pro Forma Historical Portfolio Performance - Excluding PIPE Investments¹ Investment records – Closed End Private Markets funds See notes and definitions at end of document
31 Shareholder Dividends ($ in thousands) 1H21 3Q ' 21 4Q'21 1Q'22 2Q'22 3Q’22 Distributable Earnings (R$) 101,976 61,743 68,515 53,255 60,435 72,842 Distributable Earnings (US$)¹ 19,397 11,377 13,637 10,615 11,795 14,281 DE per Common Share (US$)² 0.34 0.20 0.24 0.19 0.21 0.26 Actual Dividend per Common Share³ 0.30 0.16 0.20 0.17 0.17 0.20 Record Date September 01,2021 December 01,2021 March 10, 2022 May 24, 2022 August 25, 2022 November 23, 2022 Payable Date September 16, 2021 December 16,2021 March 24, 2022 June 08, 2022 September 09,2022 December 08,2022 ▪ Vinci Partners generated R$1.32 or US$0.26¹ of Distributable Earnings per common share for the third quarter of 2022. ▪ The company declared a quarterly dividend of US$0.20² per common share to record holders as of November 23, 2022; payable on Dec ember 08 , 2022. See notes and definitions at end of document
32 Share Summary ▪ Common Shares Outstanding as of quarter end of 55,358,858 shares. x Repurchased 220,098 common shares in the quarter, with an average share price of US$10.3. x Repurchased 1,554,730 common shares since the announcement of the first share repurchase plan, with an average share price of US $12.2. x The first share repurchase plan expired on May 31, 2022 and was replaced by a new share repurchase plan initiated on June 17 th , 2022, limited to R$60 million. x Available authorization remaining was R$44.5 million on September 30, 2022. VINP Shares 1Q ' 21 2Q ' 21 3Q ' 21 4Q'21 1Q'22 2Q'22 3Q'22 Class B 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 Class A – Partnership Units 27,175,861 27,175,861 27,175,861 27,175,861 27,175,861 27,175,861 27,175,861 Class A - Public Float 15,271,488 15,094,833 14,921,318 14,513,477 14,187,216 13,936,856 13,716,758 Common Shares 56,913,588 56,736,933 56,563,418 56,155,577 55,829,316 55,578,956 55,358,858
33 (R$ millions, unless mentioned) Segment 3Q’22 Commitments Total Capital Committed 3Q’22 Capital Called Total Capital Called Capital Returned/ Dividends Payed (3Q'22) Accumulated Capital Returned/Dividends Payed Fair value of investments Nordeste III Private Equity – 5.0 – 3.1 0.3 1.6 3.2 VCP III Private Equity – 3.1 0.3 2.4 – – 2.4 VIR IV Private Equity – 11.1 0.5 3.6 0.1 0.2 3.4 VCP IV Private Equity – 350.0 – – – – – FIP Infra Transmissão ( co - investment)¹ Infrastructure – 29.5 – 8.9 – 19.7 12.1 FIP Infra Transmissão¹ Infrastructure – 10.5 – 3.4 – 6.2 3.4 VIAS Infrastructure – 50.0 – 27.8 – – 26.9 Vinci Transporte e Logística II Infrastructure – 15.0 – – – – – Vinci Transporte e Logística I Infrastructure – 11.4 – 6.3 – – 5.6 VFDL Real Estate – 70.0 5.3 22.8 – – 25.4 VIUR Real Estate – 67.3 – 67.3 1.5 7.5 54.9 VINO Real Estate – 50.0 – 50.0 0.9 2.5 45.3 Vinci FOF Imobiliário Real Estate 6.9 16.9 6.9 16.9 – 0.5 19.0 VCS (VCRI) Real Estate/Credit – 80.0 – 80.0 3.3 5.8 75.1 Vinci Crédito Agro Fiagro - Imobiliário Real Estate/Credit 7.0 23.0 7.0 23.0 – – 22.7 Vinci Crédito Infra Institucional Credit – 100.0 – – – – – VSP FIM IP&S – 50.0 2.2 4.4 – – 4.3 Vinci PIPE FIA Public Equities 20.0 20.0 20.0 20.0 – – 19.5 Total 33.9 962.8 42.2 339.8 6.1 44.0 323.3 GP Commitment in Vinci Partners funds ▪ As of September 30, 2022, the company had R$962.8 million in capital commitments signed to proprietary funds. ▪ During the third quarter of 2022, the company signed R$33.9 million in capital commitments to proprietary funds. ▪ Total GP Investments marked at fair value of R$323.3 million as of September 30, 2022. See notes and definitions at end of document
Reconciliations and Disclosures
35 (R$ thousands, unless mentioned) 3Q'21 2Q'22 3Q'22 ∆ YoY(%) 3Q'21 YTD 3Q'22 YTD ∆ YTD (%) REVENUES Net revenue from management fees 92,855 89,271 95,361 3% 269,476 271,861 1% Net revenue from performance fees 5,610 3,839 31 - 99% 34,185 7,042 - 79% Realized performance fees 12,646 3,839 2,602 - 79% 31,734 8,977 - 72% Unrealized performance fees (7,036) – (2,571) - 63% 2,451 (1,935) N/A Net revenue from advisory 25,163 6,659 7,267 - 71% 46,607 17,600 - 62% Total net revenues from services rendered 123,628 99,769 102,659 - 17% 350,268 296,503 - 15% EXPENSES Bonus related to management and advisory (25,994) (17,267) (19,798) - 24% (61,602) (54,337) - 12% Performance based compensation (1,798) (1,427) (537) - 70% (12,907) (2,996) - 77% Realized (4,056) (1,427) (1,448) - 64% (12,035) (3,682) - 69% Unrealized 2,258 – 910 - 60% (872) 685 N/A Total compensation and benefits (27,792) (18,694) (20,335) - 27% (74,509) (57,333) - 23% Segment personnel expenses (5,600) (6,233) (6,509) 16% (16,225) (19,291) 19% Other general and administrative expenses (5,163) (4,178) (4,725) - 8% (12,795) (13,406) 5% Corporate center expenses (18,149) (21,350) (22,067) 22% (56,957) (62,178) 9% Total expenses (56,704) (50,455) (53,636) - 5% (160,487) (152,207) - 5% Operating profit 66,924 49,314 49,023 - 27% 189,781 144,296 - 24% OTHER ITEMS GP Investment income (290) (7,211) 9,673 N/A (4,335) (1,707) - 61% Realized gain from GP investment income 1,421 4,926 5,738 304% 1,878 12,709 577% Unrealized gain from GP investment income (1,711) (12,137) 3,935 N/A (6,213) (14,416) 132% Financial income (326) 21,193 31,701 N/A 18,323 77,602 324% Realized gain from financial income 315 20,001 31,726 9,972% 19,198 76,723 300% Unrealized gain from financial income (641) 1,192 (25) - 96% (875) 879 N/A Leasing expenses (3,065) (2,400) (2,297) - 25% (9,328) (7,169) - 23% Other items 775 644 (1,689) N/A (459) (2,181) 375% Share Based Plan (1,014) (2,468) (5,609) 453% (2,656) (8,813) 232% Non - recurring expenses¹ – (962) (523) N/A – (6,595) N/A Total Other Items (3,920) 8,796 31,256 N/A 1,545 51,137 3210% Profit before income taxes 63,004 58,110 80,279 27% 191,326 195,433 2% ( - ) Income taxes ² (11,401) (11,711) (11,072) - 3% (39,304) (34,522) - 12% NET INCOME 51,603 46,399 69,207 34% 152,022 160,911 6% (+) Non - recurring expenses including income tax related to realized expense – 635 353 N/A – 5,425 N/A ADJUSTED NET INCOME 51,603 47,034 69,560 35% 152,022 166,335 9% Financials - Income Statement (Unaudited) See notes and definitions at end of document
36 (R$ thousands, unless mentioned) 3Q'21 2Q'22 3Q'22 3Q'21 YTD 3Q'22 YTD OPERATING PROFIT 66,924 49,314 49,023 189,781 144,296 ( - ) Net revenue from realized performance fees (12,646) (3,839) (2,602) (31,734) (8,977) ( - ) Net revenue from unrealized performance fees 7,036 – 2,571 (2,451) 1,935 (+) Compensation allocated in relation to performance fees 1,798 1,427 537 12,907 2,996 FEE RELATED EARNINGS (FRE) 63,112 46,902 49,529 168,503 140,250 OPERATING PROFIT 66,924 49,314 49,023 189,781 144,296 ( - ) Net revenue from management fees (92,855) (89,271) (95,361) (269,476) (271,861) ( - ) Net revenue from advisory (25,163) (6,659) (7,267) (46,607) (17,600) (+) Bonus related to management and advisory 25,994 17,267 19,798 61,602 54,337 (+) Personnel expenses 5,600 6,233 6,509 16,225 19,291 (+) Other general and administrative expenses 5,163 4,178 4,725 12,795 13,406 (+) Corporate center expenses 18,149 21,350 22,067 56,957 62,178 PERFORMANCE RELATED EARNINGS (PRE) 3,812 2,412 (506) 21,278 4,046 OPERATING PROFIT 66,924 49,314 49,023 189,781 144,296 ( - ) Net revenue from unrealized performance fees 7,036 – 2,571 (2,451) 1,935 (+) Compensation allocated in relation to unrealized performance fees (2,258) – (910) 872 (685) (+) Realized gain from GP investment income 1,421 4,926 5,738 1,878 12,709 SEGMENT DISTRIBUTABLE EARNINGS 73,123 54,240 56,422 190,081 158,255 NET INCOME 51,603 46,399 69,207 152,022 160,911 ( - ) Net revenue from unrealized performance fees 7,036 – 2,571 (2,451) 1,935 (+) Income tax from unrealized performance fees 110 – (296) 283 (223) (+) Compensation allocated in relation to unrealized performance fees (2,258) – (910) 872 (685) ( - ) Unrealized gain from GP investment income 1,711 12,137 (3,935) 6,213 14,416 (+) Income tax on unrealized gain from GP investment income 1,179 (55) 7 757 (48) ( - ) Unrealized gain from financial income 641 (1,192) 25 875 (879) (+) Income tax on unrealized gain from financial income (218) (65) – (298) – (+) Depreciation and amortization 925 976 1,223 2,790 3,183 (+) Share Based Plan 1,014 2,468 5,609 2,656 8,813 ( - ) Income Taxes on Share Based Plan – (233) (659) – (892) (+) Non - recurring expenses including income tax related to realized expense – 635 353 – 5,425 ADJUSTED DISTRIBUTABLE EARNINGS 61,743 61,070 73,195 163,719 191,957 TOTAL NET REVENUE FROM SERVICES RENDERED 123,628 99,769 102,659 350,268 296,503 ( - ) Net revenue from realized performance fees (12,646) (3,839) (2,602) (31,734) (8,977) ( - ) Net revenue from unrealized performance fees 7,036 – 2,571 (2,451) 1,935 NET REVENUE FROM MANAGEMENT FEES AND ADVISORY 118,018 95,930 102,628 316,083 289,461 Financials - Non - GAAP Reconciliation
37 Effective tax rate reconciliation See notes and definitions at end of document (R$ thousands, unless mentioned) 3Q'21 3Q'22 3Q’21 YTD 3Q’22 YTD Profit (loss) before income taxes 63,004 80,279 191,326 195,433 Combined statutory income taxes rate - % 34% 34% 34% 34% Income tax benefit (Expense) at statutory rates (21,422) (27,295) (65,051) (66,447) Reconciliation adjustments: Expenses not deductible (6) (28) (62) (55) Tax benefits 333 32 380 97 Share based payments (103) (71) (269) (227) Effect of presumed profit of subsidiaries¹ and offshore subsidiaries 9,859 16,458 25,690 32,123 Other additions (exclusions), net (62) (168) 8 (13) Income taxes expenses (11,401) (11,072) (39,304) (34,522) Current (13,619) (12,501) (44,519) (38,058) Deferred 2,218 1,429 5,215 3,536 Effective tax rate 18% 14% 21% 18%
38 13.8 26.0 1.8 9.0 0.9 2.5 2.6 General and Administrative Expenses 3 Q 2021 ( R$mm ) 3Q 2022 ( R$mm ) Lease and condominium Other Personnel Bonus related to Mgmt. and Adv. fees Performance based compensation Third party expenses D&A R$56.7 mm Personnel Bonus related to Mgmt. and Adv. fees Performance based compensation Third party expenses D&A Lease and condominium Other R$53.6 mm - 5% 16.4 19.8 0.5 8.3 1.2 2.8 4.6
39 Liabilities and equity 6/30/2022 9/30/2022 Current liabilities Trade payables 313 768 Deferred Revenue – 16,713 Leases 23,218 22,293 Accounts payable 6,941 6,761 Labor and social security obligations 44,038 66,208 Loans and Financing – 10,171 Taxes and contributions payable 17,990 19,474 Total current liabilities 92,500 142,388 Non - current liabilities Accounts payable – – Leases 55,724 52,965 Labor and social security obligations 274 2,048 Loans and Financing – 175,238 Deferred taxes 4,203 3,770 60,201 234,021 Total liabilities 152,701 376,409 Equity Share capital 15 15 Additional paid - in capital 1,382,038 1,382,038 Treasury shares (88,425) (100,323) Retained Earnings 58,227 79,135 Other reserves 17,067 21,705 1,368,922 1,382,570 Non - controlling interests in the equity of subsidiaries 36 1,575 Total equity 1,368,958 1,384,145 Total liabilities and equity 1,521,659 1,760,554 Balance Sheet Assets 6/30/2022 9/30/2022 Current assets Cash and cash equivalents 57,780 97,383 Cash and bank deposits 10,532 13,981 Financial instruments at fair value through profit or loss 47,248 83,402 Financial instruments at fair value through profit or loss 1,290,972 1,302,167 Trade receivables 45,324 50,467 Sub - leases receivable 1,500 1,500 Taxes recoverable 4,541 654 Other assets 10,689 13,852 Total current assets 1,410,806 1,466,023 Non - current assets Financial instruments at fair value through profit or loss 5,701 5,646 Trade receivables 20,042 17,317 Sub - leases receivable 1,960 1,656 Taxes recoverable 62 4,316 Deferred taxes 6,226 7,376 Other receivables 1,543 1,041 35,534 37,352 Property and equipment 13,087 12,578 Right of use - Leases 60,632 57,943 Intangible assets 1,600 186,658 Total non - current assets 110,853 294,531 Total Assets 1,521,659 1,760,554
40 Notes and Definitions ▪ Notes to page 5 (1) AUM is calculated as consolidated with double counting, due to funds from one segment investing in other segments and it ´ s eliminated on consolidation and excluding double counting from co - managed funds between our segments. (2) CAGR is calculated considering AUM without double counting. (3) Source Anbima . (4) Adjusted Distributable Earnings is calculated as Distributable Earnings excluding non - recurring expenses. (5) LTM Dividend Yield is calculated considering 0.74 dividend/share for LTM and US$11.04/share as of November 08 th ,2022. ▪ Notes to page 7 (1) FRE per share is calculated considering the number of outstanding shares at the end of the current quarter. Year - to - date val ues are calculated as the sum of the last three quarters. (2) DE per share is calculated considering the number of outstanding shares at the end of the current quarter. Year - to - date valu es are calculated as the sum of the last three quarters. (3) Non - recurring expenses for the third quarter of 2022 are composed by expenses related to professional services to matters re lated to acquisitions. For the nine months ended September 30, 2022, non - recurring expenses include expenses related to professional services to matters related to our international corporate organ ization. ▪ Notes to page 9 (1) Long - term AUM includes funds with lockups for at least five years to quasi - perpetual capital commitments. ▪ Notes to page 10 (1) Long term products include funds with former lockups superior to five years. (2) Private markets strategies include Private Equity, Real Estate, Credit, Infrastructure and Vinci SPS. ▪ Notes to page 11 (1) Accrued performance fees for the VCP offshore are as of 2Q’22. This occurs due to the 60 days timeline of the quarterly m ark up to be disclosed by the fund’s administrator. ▪ Notes to page 12 (1) International mandates have several different benchmarks across its vehicles. (2) The preferred return w/ catch - up rule applies to funds for which the vehicle must pay back its limited partners 100% of the invested capital corrected by the preferred return rate so it can charge performance fees. Once the preferred return rate is achieved, due to the catch - up clause, performance fees are charged over the absolute return of the fund instead of the excess return over the preferred rate.
41 Notes and Definitions (cont’d.) (3) Hurdle Rate is the minimum return the fund must achieve before it can charge performance fees. In most cases, funds with hur dle rate also are under a high - water mark clause . (4) Funds with preferred return must return 100% of invested capital corrected by the preferred return rate to its limited pa rtn ers in order to charge performance fees. (5) IPCA is a broad consumer price index measured by the IBGE. (6) IMAB 5 is composed by government bonds indexed to IPCA with up to 5 years in duration. (7) IBOV is the Brazilian stock market's most relevant index; (8) FTSE is London's stock market most relevant index. (9) IFIX is an index composed by listed REITs in the Brazilian stock exchange. (10) The CDI rate is a result of the average interbank overnight rates in Brazil (daily average for the period). (11) IMAB is composed by government bonds indexed to IPCA(inflation rate) plus a fixed interest rate. ▪ Notes to page 15 (1) FRE per share is calculated considering the number of outstanding shares at the end of the current quarter. Year - to - date val ues are calculated as the sum of the last three quarters. (2) FRE results present an upside from the fourth quarter onwards, a result of the impact from management fees from Vinci SPS in a full quarter - basis, combined with the increase in average mgmt. fee rate recently raised and/or incorporated funds deploy capital. Certain funds present a positive upside to average managem ent fee rates as these products charge higher fees as they deploy capital (highlights to Vinci SPS' third vintage and Vinci Credit Infra). (3) Asset management segments are: Private Equity, Real Estate, Credit, Infrastructure, Vinci SPS, Public Equities, Hedge Fun ds and IP&S. ▪ Notes to page 16 (1) PRE per share is calculated considering the number of outstanding shares at the end of the current quarter. Year - to - date val ues are calculated as the sum of the last three quarters. ▪ Notes to page 17 (1) GP investment income comes from proprietary investments made by Vinci Partners in its own Private Markets’ funds and othe r c losed - end funds across Liquid Strategies and IP&S segments with long - term lockups. (2) Financial income is income generated through investments made with our cash and cash equivalents in cash and bank deposit s, certificate of deposits and proprietary investments in Vinci Partners’ Liquid Funds, including funds from Public Equities, Hedge Funds, Real Estate and Credit. ▪ Notes to page 18 (1) Adjusted Distributable Earnings is calculated as Distributable Earnings excluding extraordinary expenses. (2) DE per share is calculated considering the number of outstanding shares at the end of the current quarter. Year - to - date valu es are calculated as the sum of the last three quarters.
42 Notes and Definitions (cont’d.) ▪ Notes to page 19 (1) Cash and cash equivalents include certificate of deposits and federal bonds. Certificate of deposits are issued by Banco Bra desco (credit rating AAA evaluated by Fitch Ratings) with interest rates variable from 99.5% to 101% of CDI (interbank deposit rate). The certificates are readily convertible to known amounts of cas h a nd which are subject to an insignificant risk of changes in value. (2) Liquid funds’ value are calculated as investment at fair value as of September 30, 2022, in liquid funds from Vinci Partn ers ’ public equities, hedge funds, credit segments and listed REITs. It also comprises the cash and certificate of deposits and federal bonds from Vinci Monalisa FIM. For more detail, see 3Q’22 Financia l S tatements filed within the SEC on November 09, 2022. (3) GP Fund Investments include Vinci Partners’ GP investments in private market funds and other closed - end funds across Liquid Strategies and IP&S segments with long - term lockups, calculated at fair value as of September 30, 2022. For more detail, please see slide 33 and the Financial Statements filed within the SE C o n November 09, 2022. (4) Cash and Net Investments per share were calculated considering the number of outstanding shares at the end of each quarte r. ▪ Notes to page 29 (1) NAV is the net asset value of each fund. For listed vehicles, the NAV represents the Market valuation of the fund. (2) Atlas strategy includes the funds Atlas FIC FIM and Atlas Institucional FIC FIM. (3) Equilibrio Strategy incudes the IP&S Family of pension plans. (4) CDI is an average of interbank overnight rates in Brazil (daily average for the period). (5) Brazil stock market most relevant index. (6) IPCA is a broad consumer price index measured by the IBGE. (7) IMAB is composed by government bonds indexed to IPCA. IMAB 5 also includes government bonds indexed to IPCA with up to 5 Yea rs in duration. (8) IFIX is an index composed by listed REITs in the Brazilian stock Market. (9) If IMAB 5 Average is: i . less or equal to 2%, X=3% per year; ii. between 2% - 4%, X= Average IMAB 5+1% per year; iii. Between 4% - 5%, X=5% per year; IV. g reater or equal to 5%, X= IMAB 5 Average ▪ Notes to page 30 (1) Track record information is presented throughout this presentation on a pro forma basis and in local currency, excluding PIP E investments, a strategy that will be discontinued in VCP III. (2) Total commitments for VCP III include R$1.3 billion in co - investments. Track record presented for the VCP strategy as of 2Q’ 22, due to fund’s administrator timeline to disclose the quarterly markup of the fund. (3) Track record for VIR strategy is presented as of 2Q’22, due to fund’s administrator timeline to disclose the quarterly ma rku p of the fund. (4) Track record for Vinci SPS strategy is presented as of 3Q’22.
43 Notes and Definitions (cont’d.) (5) Track record for FIP Infra is presented as of 2Q’22. (6) Track record for VIAS is presented as of 3Q’22. (7) Track record for VFDL is presented as of 3Q’22. ▪ Notes to page 31 (1) US$ Distributable Earnings was calculated considering the exchange rate from USD to BRL of 5.1006, as of November 7, 2022 , w hen dividends were approved by our Board of Directors. (2) Per Share calculations are based on end of period Participating Common Shares. (3) Actual dividends per common share are calculated considering the share count as of the applicable record date. ▪ Notes to page 33 (1) The remaining capital committed in FIP Infra Transmissão and FIP Infra Transmissão co - investment will not be called by the fund, which is already in divestment period. ▪ Notes to page 35 (1) Non - recurring expenses for the third quarter of 2022 are composed by expenses related to professional services to matters re lated to M&A. For the nine months ended September 30, 2022, non - recurring expenses include expenses related to professional services to matters related to our international corporate organi zat ion. (2) Income taxes are comprised of taxes calculated over our corporate income tax and social contribution taxes. We are taxed on an actual taxable profit regime, while part of our subsidiaries are taxed based on deemed profit. ▪ Notes to page 37 (1) Brazilian tax law establishes that companies that generate gross revenues of up to R$ 78,000.00 in the prior fiscal year may calculate income taxes as a percentage of gross revenue, using the presumed profit income tax regime. The Entity's subsidiaries adopted this tax regime and the effect of the presumed profit of su bsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied to the taxable profit of the subsidiaries.
44 Notes and Definitions (cont’d.) ▪ “Fee related earnings”, or “FRE”, is a metric to monitor the baseline performance of, and trends in, our business, in a manne r t hat does not include performance fees or investment income. We calculate FRE as operating profit less (a) net revenue from realized performance fees, less (b) net revenue from unrealized p erf ormance fees, plus (c) compensation allocated in relation to performance fees. ▪ “FRE Margin” is calculated as FRE over total net management and advisory fees. ▪ “Distributable Earnings”, or “DE”, is used as a reference point by our board of directors for determining the amount of earni ngs available to distribute to shareholders as dividends. Distributable Earnings is calculated as profit for the year, less (a) net revenue from unrealized performance fees, plus (b) inc ome taxes from unrealized performance fees, plus (c) compensation allocated in relation to unrealized performance fees, less (d) unrealized gain from GP investment income, less (e) unrealized ga in from financial income, plus (f) income taxes on unrealized gain from GP investment income, plus (g) income taxes on unrealized gain from financial income. ▪ “DE Margin” is calculated as DE over the sum of management and advisory fee related revenues, realized performance revenue, r eal ized GP investment income and realized financial income, net of revenue tax. ▪ “Performance Related Earnings”, or “PRE”, is a performance measure that we use to assess our ability to generate profits from re venue that relies on outcome from funds above their respective benchmarks. We calculate PRE as operating profit, less (a) net revenue from fund management and advisory, less (b) operating exp enses, such as segment personnel, G&A, corporate center and bonus related to management and advisory. ▪ “Segment Distributable Earnings” is Vinci Partners’ segment profitability measure used to make operating decisions and assess pe rformance across the company’s four segments (Private Markets, Liquid Strategies, Investment Products and Solutions and Financial Advisory). Segment Distributable Earnings is calc ula ted as operating profit less (a) net revenue from unrealized performance fees, plus (b) compensation allocated in relation to unrealized performance fees, plus (c) realized gain from GP inv estment income. ▪ “AUM” refers to assets under management. Our assets under management equal the sum of: (1) the fair market value of the inves tme nts held by funds plus the capital that we are entitled to call from investors in those funds pursuant to the terms of their capital commitments to those funds (plus the fair market va lue of co - investments arranged by us that were made or could be made by limited partners of our corporate private equity funds and portfolio companies of such funds); (2) the net asset valu e o f our public equity funds, hedge funds and closed - end mutual funds; and (3) the amount of capital raised for our credit funds. AUM includes double counting related to funds from one segm ent that invest in funds from another segment. Those cases occur mainly due to (a) fund of funds of investment products and solutions segment, and (b) investment funds in general that inv est part of their cash in credit segment and hedge fund segment funds in order to maintain liquidity and provide for returns on cash. Such amounts are eliminated on consolidation. T he bylaws of the relevant funds prohibit double - charging fees on AUM across segments. Therefore, while our AUM by segment may double - count funds from one segment that invest in funds from anoth er segment, the revenues for any given segment do not include revenue in respect of assets managed by another segment, which means there are no intercompany eliminations on re ven ues in our results of operations. ▪ Net Cash and Investments include cash and cash equivalents and the fair value of investments in liquid funds and GP Fund Inve stm ents. Cash and cash equivalents include cash, certificate of deposits, which are issued by Banco Bradesco (credit rating AAA evaluated by Fitch Ratings) with interest rates from 99.5% to 10 1% of CDI.
45 Notes and Definitions (cont’d.) ▪ “Net revenue from Fund Management and Advisory” is a performance measure that we use to assess our ability to generate profit s f rom our fund management and advisory business without measuring for the outcomes from funds above their respective benchmarks. We calculate Net Revenue from Fund Management and Ad vis ory as net revenue from services rendered less (a) net revenue from realized performance fees and less (b) net revenue from unrealized performance fees. ▪ “Total compensation and benefits” is the result of the profit sharing paid to our employees as (a) bonus compensation related to management advisory and (b) performance - based compensation. ▪ “Segment personnel expenses” are composed of the salary - part compensation paid to employees and partners of our funds’ managemen t teams. ▪ “Corporate center expenses” are composed by the salary - compensation paid to employees and other general and administrative expen ses related to our support teams, such as research, risk, legal & compliance, investor relations, operations and ESG. ▪ “Other general and administrative expenses” is made up of third - party expenses, depreciation and amortization, travel and repres entation, marketing expenses, administrative fees, non - operating taxes, third - party consultants’ fees, such as legal and accounting, and office consumables. ▪ “GP investment income” is income from proprietary investments made by us in our own Private Markets’ funds, used as GP Commit men ts. ▪ “Financial income” is income generated through the investments made with our cash and cash equivalents in cash and bank depos its , certificate of deposits and proprietary investments in our Liquid Funds from our public equities and hedge funds’ segments and listed REITs from our real estate segment. ▪ “Leasing expenses” include costs from the company’s sub - leasing activities. ▪ “Income taxes” is comprised of taxes on our corporate income tax and social contribution taxes. We are taxed on an actual tax abl e profit regime, while our subsidiaries are taxed based on deemed profit. ▪ “Capital Subscription / (capital return)” represents the net capital commitments and capital returns from our Private Markets ’ c losed end and listed funds. ▪ “Net Inflows / (outflows)” represent the net inflows and outflows from our liquid funds from our liquid strategies, IP&S and cre dit segments. ▪ “Appreciation / (depreciation)” represents the net capital appreciation/depreciation from our funds, which refers to the incr eas e or decrease of the funds’ investment’s value. ▪ “MOIC” means multiple on invested capital, a ratio intended to represent how much value an investment has returned, and is ca lcu lated as realized value plus unrealized value, divided by the total amount invested, gross of expenses and fees. ▪ “IRR” means the internal rate of return, which is a discount rate that makes the net present value of all cash flows equal to ze ro in a discounted cash flow analysis.
46 Funds/strategies’ descriptions ▪ Vinci Multiestratégia : The fund seeks to achieve long - term returns by investing in fixed income assets, through strategies that imply interest rates and currency risks. ▪ Vinci Atlas: The fund seeks to achieve long - term returns by investing across all strategies within fixed income, equities, curre ncy, derivatives, commodities and other investment funds with no obligation of any class concentration. ▪ Vinci Mosaico FIA: Public Equities’ long only flagship strategy. The strategy seeks to achieve long - term returns above Brazilian equities mar ket ( Ibovespa ) based on a fundamental analysis. ▪ Vinci Gas Dividendos : Public Equities’ dividends flagship strategy. The strategy seeks to achieve long - term returns by investing in companies with a consistent history of paying dividends in the Brazilian stock market. ▪ Vinci Total Return: The fund seeks to achieve medium and long - term returns by investing most of its capital in the Brazilian sto ck market, through bottom up and top - down strategies. ▪ Vinci Valorem: IP&S flagship commingled fund with exposure to fixed income assets, foreign exchange currency and derivatives. ▪ Equilibrio Strategy: IP&S family of pension plan funds. The strategy seeks to achieve long - term returns by investing across all strategies within fixed income, equities, currency, derivatives, commodities and other investment funds, respecting limitations in regulation. ▪ Vinci Selection Equities: The fund seeks to beat the Brazilian stock market index by investing in other funds that invest in Bra zilian public equities. ▪ Vinci Crédito Imobiliário I: The fund seeks to achieve long - term returns by investing in real estate mortgage - backed credit security bonds. ▪ Vinci Crédito Estruturado Multiestratégia PLUS FIC FIM: The fund seeks to achieve consistent returns by investing in private structured credit bonds. ▪ VISC11: Shopping malls listed REIT, focused on acquiring income - generating shopping malls in Brazil. ▪ VILG11: Industrial listed REIT focused on acquiring mature income - generating industrial properties in Brazil. ▪ VINO11: Listed REIT focused on acquiring mature income - generating boutique office real estate assets in Brazil. ▪ VIFI11: Listed REIT that invests in other listed REITs and real estate mortgage - backed credit security bonds. ▪ VIUR11: perpetual capital listed REIT, focused on income generation to its quota holders through the acquisition of urban com mer cial properties in Brazil, such as street retail, grocery, healthcare, and educational focused real estate properties. ▪ VCRI11: Listed REIT that aims to invest in MBS, while also being able to invest in listed REITs with similar investment strat egi es. ▪ VICA11: VICA is a perpetual capital fund that shall invest in a diversified credit portfolio within the Agri sector in Brazil . ▪ Vinci FOF Imobiliário : Fund of Funds that invests in other listed REITs, combining income with capital gain.
Rio de Janeiro 55 21 2159 6000 Av. Bartolomeu Mitre, 336 Leblon - 22431 - 002 São Paulo 55 11 3572 3700 Av. Brigadeiro Faria Lima, 2.277 14 o andar Jardim Paulistano - 01452 - 000 Recife 55 81 3204 6811 Av. República do Líbano, 251 - Sala 301 Torre A - Pina - 51110 - 160 Nova York 1 646 559 8000 780 Third Avenue, 25 th Floor - 10017
Exhibit 99.2
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Vinci Partners Reports Third Quarter 2022 Results
Alessandro Horta, Chief Executive Officer, stated, “Vinci Partners reported notable results for the third quarter 2022. Adjusted Distributable Earningsi totaled R$73.2 million, or R$1.32 per common share, up 19% year-over-year and translating into an attractive quarterly dividend distribution of US$0.20 per common share. Distributable earnings results are backed by an extremely defensive FRE pushed by fundraising across our private market strategies and long-term lockups, with a considerable upside coming from our liquid investment portfolio. Our business model has been able to guarantee an extremely healthy growth for our company in one of the most challenging scenarios these past quarters and helped us navigate these times while still delivering growth and attractive dividend distributions to our shareholders.”
Dividend
Vinci Partners has declared a quarterly dividend of US$0.20 per share to record holders of common stock at the close of business on November 23, 2022. This dividend will be paid on December 08, 2022.
Third quarter 2022 Highlights
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SHAREHOLDERRELATIONS@VINCIPARTNERS.COM 
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About Vinci Partners
Vinci Partners is a leading alternative investment platform in Brazil, established in 2009.
Vinci Partners’ business segments include Private Markets (Private Equity, Real Estate, Infrastructure, Special Situations and Credit), Liquid Strategies (Public Equities and Hedge Funds), Investment products and Solutions, and Financial Advisory. As of September 30, 2022, the firm had R$63 billion of assets under management.
Webcast and Earnings Conference Call
Vinci Partners will host a conference call at 5:00pm EST on Wednesday, November 09, 2022, to announce its third quarter 2022 results.
To access the webcast please visit the Events & Presentations’ section of the Company's website at: https://ir.vincipartners.com/news-and-events/events-and-presentations.
For those unable to listen to the live broadcast, there will be a webcast replay on the same section of the website.
To access the conference call through dial in, please register at 3Q22 VINP Earnings Dial In to obtain the conference number and access code.
Investor Contact
ShareholderRelations@vincipartners.com NY: +1 (646) 559-8040
RJ: +55 (21) 2159-6240
USA Media
Contact
Joele Frank, Wilkinson Brimmer Katcher
Nick Lamplough / Kate Thompson / Katie Villany
+1 (212) 355-4449
Brazil
Media Contact
Danthi Comunicações
Carla Azevedo (carla@danthicomunicacoes.com.br)
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Segment Earnings
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| (R$ thousands, unless mentioned) | 3Q’21 | 2Q’22 | 3Q’22 | ∆ YoY(%) | 3Q’21 YTD | 3Q’22 YTD | ∆ YoY(%) |
| Net revenue from management fees | 92,855 | 89,271 | 95,361 | 3% | 269,476 | 271,861 | 1% |
| Net revenue from advisory fees | 25,163 | 6,659 | 7,267 | -71% | 46,607 | 17,600 | -62% |
| Total Fee Related Revenues | 118,018 | 95,930 | 102,628 | -13% | 316,083 | 289,461 | -8% |
| Segment personnel expenses | (5,600) | (6,233) | (6,509) | 16% | (16,225) | (19,291) | 19% |
| Other G&A expenses | (5,163) | (4,178) | (4,725) | -8% | (12,795) | (13,406) | 5% |
| Corporate center expenses | (18,149) | (21,350) | (22,067) | 22% | (56,957) | (62,178) | 9% |
| Bonus compensation related to management and advisory | (25,994) | (17,267) | (19,798) | -24% | (61,602) | (54,337) | -12% |
| Total Fee Related Expenses | (54,906) | (49,028) | (53,099) | -3% | (147,580) | (149,211) | 1% |
| FEE RELATED EARNINGS (FRE)ii | 63,112 | 46,902 | 49,529 | -22% | 168,503 | 140,250 | -17% |
| FRE Margin (%) | 53.5% | 48.9% | 48.3% | 53.3% | 48.5% | ||
| FRE per shareiii (R$/share) | 1.12 | 0.84 | 0.89 | 2.97 | 2.52 | ||
| Net revenue from performance fees | 5,610 | 3,839 | 31 | -99% | 34,185 | 7,042 | -79% |
| Performance based compensation | (1,798) | (1,427) | (537) | -70% | (12,907) | (2,996) | -77% |
| PERFORMANCE RELATED EARNINGS (PRE) | 3,812 | 2,412 | (506) | N/A | 21,278 | 4,046 | -81% |
| PRE Margin (%) | 68.0% | 62.8% | N/A | 62.2% | 57.5% | ||
| (-) Unrealized performance fees | 7,036 | – | 2,571 | -63% | (2,451) | 1,935 | N/A |
| (+) Unrealized performance compensation | (2,258) | – | (910) | -60% | 872 | (685) | N/A |
| (+) Realized GP investment income | 1,421 | 4,926 | 5,738 | 304% | 1,878 | 12,709 | 577% |
| SEGMENT DISTRIBUTABLE EARNINGS | 73,123 | 54,240 | 56,422 | -23% | 190,081 | 158,255 | -17% |
| Segment DE Margin (%) | 55.4% | 51.8% | 50.8% | 54.4% | 50.9% | ||
| (+) Depreciation and amortization | 925 | 976 | 1,223 | 32% | 2,790 | 3,183 | 14% |
| (+) Realized financial income | 315 | 20,001 | 31,726 | 9,972% | 19,198 | 76,723 | 300% |
| (-) Leasing expenses | (3,065) | (2,400) | (2,297) | -25% | (9,328) | (7,169) | -23% |
| (-) Other items | 775 | 644 | (1,689) | N/A | (459) | (2,181) | 375% |
| (-) Non-recurring expenses | – | (962) | (523) | N/A | – | (6,595) | N/A |
| (-) Income taxes (excluding related to unrealized fees and income) | (10,330) | (12,064) | (12,020) | 16% | (38,562) | (35,685) | -7% |
| DISTRIBUTABLE EARNINGS (DE)iv | 61,743 | 60,435 | 72,842 | 18% | 163,719 | 186,532 | 14% |
| DE Margin (%) | 46.6% | 48.5% | 51.0% | 44.4% | 48.1% | ||
| DE per share (R$/share)v | 1.09 | 1.09 | 1.32 | 2.89 | 3.36 | ||
| (+) Non-recurring expensesvi including income tax related to realized expense | – | 635 | 353 | N/A | – | 5,425 | N/A |
| ADJUSTED DISTRIBUTABLE EARNINGS | 61,743 | 61,070 | 73,195 | 19% | 163,719 | 191,957 | 17% |
| Adjusted DE Margin (%) | 46.6% | 49.0% | 51.3% | 44.4% | 49.5% | ||
| Adjusted DE per share (R$/share) | 1.09 | 1.10 | 1.32 | 2.89 | 3.45 | ||
Total Fee-Related Revenuesvii of R$102.6 million for the quarter ended September 30, 2022, compared to R$118.0 million for the quarter ended September 30, 2021, a decrease of 13% year-over year, due to a higher contribution from advisory fees in the 3Q'21. Management fees were up 3% year-over-year. Fee related revenues were up 7% quarter-over-quarter, a combination of the strong fundraising occurred in the latter part of the quarter ended June 30, 2022, starting to positively impact revenues in the third quarter, and the partial impact coming from the SPS acquisition, closed in mid- August. Fee-related revenues were R$289.5 million for the nine months ended September 30, 2022, a decrease of 8% when compared to the nine months ended September 30, 2021, driven by stronger deal activity in 2021 resulting in higher advisory fees in the period. Management fees for the nine months ended September 30, 2022, were up 1% year- over-year, when compared to the nine months ended September 30, 2021.
Fee Related Earnings (“FRE”) of R$49.5 million (R$0.89/share) for the quarter ended September 30, 2022, up 6% quarter- over-quarter, driven by the strong fundraising across Private Markets at the end of the quarter ended June 30, 2022, that started to impact management fee revenues in the third quarter, combined with the partial impact from the SPS acquisition, closed in mid-August. FRE for the quarter ended September 30, 2022, represented a decrease of 22% year-over-year when compared to FRE for the quarter ended September 30, 2021. This decrease comes primarily from the Financial Advisory segment, following record revenues posted in the 3Q'21. Additionally, in 2022 FRE has been negatively impacted by investments made in our new segment, still in development, VRS. Considering only the asset management segments, FRE would be down 1% year-over-year, impacted partially by higher fixed costs following the rise in inflation rates and the return of travel costs to pre-pandemic levels, combined with a mark-to-market effect in Liquid Strategies' funds in 2022.
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FRE Marginviii was 48.3% for the quarter ended September 30, 2022, a decrease of 5.2 percentage points when compared to the quarter ended September 30, 2021, impacted partially by higher fixed costs following the rise in inflation rates combined with the reduction in advisory fees when compared to 2021 levels, a consequence of its cyclicality recurrency, and investments made in 2022 in the new VRS segment. On a comparable basis, 3Q’22 FRE margin disregarding our recently announced VRS segment, would be 49.7%.
Performance Related Earnings (“PRE”)ix of negative R$0.5 million for the quarter ended September 30, 2022, compared to R$3.8 million for the quarter ended September 30, 2021. PRE is negative in the quarter as a result of the mark-to- market correction in the unrealized performance fees booked in the company’s balance sheet. PRE was R$4.0 million for the nine months ended September 30, 2022, a decrease of 81% when compared to the nine months ended September 30, 2021. In the 3Q’21 the platform was positively impacted by higher contributions coming from international exclusive mandates in IP&S, which did not occur in 2022, following the strong correction across international markets during the third quarter of 2022.
Segment Distributable Earningsx of R$56.4 million for the quarter ended September 30, 2022, compared to R$73.1 million for the quarter ended September 30, 2021, a decrease of 23% year-over-year. Segment Distributable Earnings were R$158.3 million for the nine months ended September 30, 2022, down 17% year-over-year, when compared to the nine months ended September 30, 2021.
Adjusted Distributable Earnings (“DE”) of R$73.2 million (R$1.32/share) for the quarter ended September 30, 2022, compared to R$61.7 million for the quarter ended September 30, 2021, an increase of 19% year-over-year, driven by a greater contribution from financial income and recent fundraisings across Private Market strategies. Adjusted DE was R$192.0 million for the nine months ended September 30, 2022, an increase of 17% when compared to the nine months ended September 30, 2021.
Adjusted DE Marginxi was 51.3% for the quarter ended September 30, 2022, a 4.7 percentage point increase compared to 46.6% for the quarter ended September 30, 2021. For the nine months ended September 2022, Adjusted DE Margin reached 49.5%, an increase of 5.1 percentage points.
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Segment Highlights
Private Market Strategies
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| (R$ thousands, unless mentioned) | 3Q’21 | 2Q’22 | 3Q’22 | ∆ YoY (%) | 3Q’21 YTD | 3Q’22 YTD | ∆ (%) |
| Net revenue from management fees | 49,057 | 47,654 | 52,949 | 8% | 145,045 | 147,362 | 2% |
| Net revenue from advisory fees | 823 | 275 | 560 | -32% | 3,969 | 1,301 | -67% |
| Total Fee Related Revenues | 49,880 | 47,929 | 53,509 | 7% | 149,014 | 148,663 | 0% |
| Segment personnel expenses | (2,739) | (2,923) | (3,148) | 15% | (7,899) | (8,807) | 11% |
| Other G&A expenses | (3,671) | (2,411) | (2,549) | -31% | (8,903) | (7,715) | -13% |
| Corporate center expenses | (7,441) | (10,827) | (11,287) | 52% | (27,817) | (31,668) | 14% |
| Bonus compensation related to management and advisory | (10,053) | (7,426) | (9,662) | -4% | (25,351) | (24,395) | -4% |
| Total Fee Related Expenses | (23,904) | (23,587) | (26,646) | 11% | (69,971) | (72,585) | 4% |
| FEE RELATED EARNINGS (FRE) | 25,976 | 24,342 | 26,863 | 3% | 79,043 | 76,078 | -4% |
| FRE Margin (%) | 52.1% | 50.8% | 50.2% | 53.0% | 51.2% | ||
| Net revenue from performance fees | 962 | 1,719 | (2,559) | N/A | 3,216 | (201) | N/A |
| Realized performance fees | 10 | 1,719 | 11 | 14% | 765 | 1,734 | 127% |
| Unrealized performance fees | 952 | – | (2,571) | N/A | 2,451 | (1,935) | N/A |
| Performance based compensation | (340) | (609) | 905 | N/A | (1,071) | 70 | N/A |
| PERFORMANCE RELATED EARNINGS (PRE) | 622 | 1,110 | (1,654) | N/A | 2,145 | (131) | N/A |
| PRE Margin (%) | 64.7% | 64.6% | 64.6% | 66.7% | 65.1% | ||
| (-) Unrealized performance fees | (952) | – | 2,571 | N/A | (2,451) | 1,935 | N/A |
| (+) Unrealized performance compensation | 337 | – | (910) | N/A | 869 | (685) | N/A |
| (+) Realized GP investment income | 1,421 | 4,926 | 5,738 | 304% | 1,878 | 12,709 | 577% |
| SEGMENT DISTRIBUTABLE EARNINGS | 27,405 | 30,377 | 32,607 | 19% | 81,484 | 89,906 | 10% |
| Segment DE Margin (%) | 53.4% | 55.7% | 55.0% | 53.7% | 55.1% | ||
| ASSETS UNDER MANAGEMENT (AUM R$ millions) | 21,657 | 23,998 | 27,603 | 27% | 21,657 | 27,603 | 27% |
| FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$ millions) | 19,680 | 20,722 | 24,183 | 23% | 19,680 | 24,183 | 23% |
| AVERAGE MANAGEMENT FEE RATE (%) | 0.98% | 0.90% | 0.87% | 0.98% | 0.89% | ||
| FULL TIME EMPLOYEES | 50 | 46 | 62 | 24% | 50 | 62 | 24% |
Fee related earnings (FRE) of R$26.9 million for the quarter ended September 30, 2022, up 3% year-over-year, driven by a combination of the strong fundraising over the 3Q’22 LTM across private market funds and the partial effect from the incorporation of Vinci SPS. The acquisition, closed in mid-August, has a combined upside from the fourth quarter onwards as it impacts the full three months of the quarter and deploys capital in its third vintage, increasing the average management fee rate.
Average Management fee Rate of 0.87% for the third quarter ended September 30, 2022, representing a decrease of 3 basis points quarter-over-quarter and 11 basis points year-over-year. This decrease is a combination of the current lower average management fee rate for R$1.7 billion in AUM coming from recently raised and/or incorporated funds, which will have a positive upside to average management fee rates as these products deploy capital throughout the next quarters (highlights to Vinci SPS’ third vintage and Vinci Credit Infra).
Segment Distributable Earnings of R$32.6 million for the quarter ended September 30, 2022, up 19% year-over-year. Segment DE was R$89.9 million over the nine months ended September 30, 2022, up 10% when compared to the nine months ended September 30, 2021, boosted by a higher contribution from GP investment income coming from dividend distributions from the company's seed investments in proprietary listed REITs.
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AUM of R$27.6 billion at the end of the 3Q’22, an increase of 27% year-over-year, driven by strong fundraising across Private Equity and Credit strategies and the acquisition of SPS Capital.
Liquid Strategies
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| (R$ thousands, unless mentioned) | 3Q’21 | 2Q’22 | 3Q’22 | ∆ YoY (%) | 3Q’21 YTD | 3Q’22 YTD | ∆ (%) |
| Net revenue from management fees | 23,273 | 20,210 | 20,720 | -11% | 66,276 | 61,502 | -7% |
| Net revenue from advisory fees | – | – | – | N/A | – | – | N/A |
| Total Fee Related Revenues | 23,273 | 20,210 | 20,720 | -11% | 66,276 | 61,502 | -7% |
| Segment personnel expenses | (1,431) | (1,394) | (1,398) | -2% | (4,111) | (4,176) | 2% |
| Other G&A expenses | (598) | (780) | (1,009) | 69% | (1,903) | (2,465) | 30% |
| Corporate center expenses | (3,085) | (4,592) | (4,643) | 50% | (11,774) | (13,438) | 14% |
| Bonus compensation related to management and advisory | (5,864) | (3,922) | (4,134) | -29% | (13,176) | (12,005) | -9% |
| Total Fee Related Expenses | (10,978) | (10,688) | (11,185) | 2% | (30,964) | (32,084) | 4% |
| FEE RELATED EARNINGS (FRE) | 12,295 | 9,522 | 9,535 | -22% | 35,312 | 29,418 | -17% |
| FRE Margin (%) | 52.8% | 47.1% | 46.0% | 53.3% | 47.8% | ||
| Net revenue from performance fees | 1,689 | 1,300 | 1,424 | -16% | 10,149 | 5,049 | -50% |
| Realized performance fees | 1,689 | 1,300 | 1,424 | -16% | 10,149 | 5,049 | -50% |
| Unrealized performance fees | – | – | – | N/A | – | – | N/A |
| Performance based compensation | (569) | (459) | (743) | 31% | (5,287) | (1,924) | -64% |
| PERFORMANCE RELATED EARNINGS (PRE) | 1,120 | 841 | 681 | -39% | 4,862 | 3,125 | -36% |
| PRE Margin (%) | 66.3% | 64.7% | 47.8% | 47.9% | 61.9% | ||
| (-) Unrealized performance fees | – | – | – | N/A | – | – | N/A |
| (+) Unrealized performance compensation | – | – | – | N/A | – | – | N/A |
| SEGMENT DISTRIBUTABLE EARNINGS | 13,415 | 10,363 | 10,216 | -24% | 40,174 | 32,543 | -19% |
| Segment DE Margin (%) | 53.7% | 48.2% | 46.1% | 52.6% | 48.9% | ||
| ASSETS UNDER MANAGEMENT (AUM R$ millions) | 12,600 | 9,845 | 10,760 | -15% | 12,600 | 10,760 | -15% |
FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$ millions) |
12,466 | 9,708 | 10,606 | -15% | 12,466 | 10,606 | -15% |
| AVERAGE MANAGEMENT FEE RATE (%) | 0.76% | 0.78% | 0.86% | 0.72% | 0.79% | ||
| FULL TIME EMPLOYEES | 24 | 22 | 23 | -4% | 24 | 23 | -4% |
Fee related earnings (FRE) of R$9.5 million for the quarter ended September 30, 2022, down 22% year-over-year. FRE was R$29.4 million over the nine months ended September 30, 2022, a decrease of 17% when compared to the nine months ended September 30, 2021, driven by the mark-to-market effect in liquid strategies' AUM combined with outflows experienced in the previous quarters that negatively impacted management fee revenues in 2022.
Performance related earnings (PRE) of R$0.7 million for the quarter ended September 30, 2022, down 39% year-over- year. PRE was R$3.1 million over the nine months ended September 30, 2022, a decrease of 36% when compared to the nine months ended September 30, 2021.
Segment Distributable Earnings of R$10.2 million for the quarter ended September 30, 2022, down 24% year-over-year. Segment DE was R$32.5 million over the nine months ended September 30, 2022, a decrease of 19% when compared to the nine months ended September 30, 2021.
AUM was R$10.8 billion at the end of the 3Q’22. Liquid strategies' AUM has not suffered from significant outflows in the quarter and has followed the recovery trend in local markets, accumulating R$1.0 billion in net appreciation during the period.
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Investment Products and Solutions
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| (R$ thousands, unless mentioned) | 3Q’21 | 2Q’22 | 3Q’22 | ∆ YoY (%) | 3Q’21 YTD | 3Q’22 YTD | ∆ (%) | |
| Net revenue from management fees | 20,525 | 21,407 | 21,692 | 6% | 58,154 | 62,995 | 8% | |
| Net revenue from advisory fees | 8 | 7 | 7 | -11% | 47 | 21 | -55% | |
| Total Fee Related Revenues | 20,533 | 21,414 | 21,699 | 6% | 58,201 | 63,016 | 8% | |
| Segment personnel expenses | (1,032) | (1,078) | (1,075) | 4% | (3,011) | (3,980) | 32% | |
| Other G&A expenses | (491) | (450) | (622) | 27% | (1,300) | (1,672) | 29% | |
| Corporate center expenses | (3,993) | (4,864) | (4,923) | 23% | (11,775) | (13,852) | 18% | |
| Bonus compensation related to management and advisory | (5,377) | (3,557) | (4,125) | -23% | (12,972) | (11,837) | -9% | |
| Total Fee Related Expenses | (10,893) | (9,948) | (10,745) | -1% | (29,059) | (31,341) | 8% | |
| FEE RELATED EARNINGS (FRE) | 9,640 | 11,466 | 10,954 | 14% | 29,142 | 31,675 | 9% | |
| FRE Margin (%) | 47.0% | 53.5% | 50.5% | 50.1% | 50.3% | |||
| Net revenue from performance fees | 2,959 | 820 | 1,167 | -61% | 20,822 | 2,194 | -89% | |
| Realized performance fees | 10,947 | 820 | 1,167 | -89% | 20,822 | 2,194 | -89% | |
| Unrealized performance fees | (7,988) | – | – | N/A | – | – | N/A | |
| Performance based compensation | (889) | (360) | (698) | -22% | (6,549) | (1,142) | -83% | |
| PERFORMANCE RELATED EARNINGS (PRE) | 2,070 | 460 | 469 | -77% | 14,273 | 1,052 | -93% | |
| PRE Margin (%) | 69.9% | 56.1% | 40.2% | 68.5% | 48.0% | |||
| (-) Unrealized performance fees | 7,988 | – | – | N/A | – | – | N/A | |
| (+) Unrealized performance compensation | (2,596) | – | – | N/A | 3 | – | N/A | |
| SEGMENT DISTRIBUTABLE EARNINGS | 17,102 | 11,926 | 11,422 | -33% | 43,418 | 32,727 | -25% | |
| Segment DE Margin (%) | 54.3% | 53.6% | 50.0% | 54.9% | 50.2% | |||
| ASSETS UNDER MANAGEMENT (AUM R$ millions) | 23,695 | 25,659 | 25,029 | 6% | 23,695 | 25,029 | 6% | |
| FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$ millions) | 23,540 | 25,545 | 24,911 | 6% | 23,540 | 24,911 | 6% | |
| AVERAGE MANAGEMENT FEE RATE (%) | 0.39% | 0.38% | 0.38% | 0.39% | 0.38% | |||
| FULL TIME EMPLOYEES | 16 | 16 | 16 | 0% | 16 | 16 | 0% | |
Fee related earnings (FRE) of R$11.0 million for the quarter ended September 30, 2022, up 14% year-over-year driven by the growth in management fees following strong fundraising over the last twelve months. FRE was R$31.7 million over the nine months ended September 30, 2022, an increase of 9% when compared to the nine months ended September 30, 2021.
Performance related earnings (PRE) of R$0.5 million for the quarter ended September 30, 2022, down 77% year-over- year, primarily due to the realization of performance fees coming from international exclusive mandates in the 3Q’21 which did not take place in the 3Q'22. PRE over the nine months ended September 30, 2022, was R$1.1 million, a decrease of 93% when compared to the nine months ended September 30, 2021.
Segment Distributable Earnings of R$11.4 million for the quarter ended September 30, 2022, down 33% year-over-year, due to a higher contribution from PRE in the 3Q’21. Segment DE was R$32.7 million over the nine months ended September 30, 2022, a decrease of 25% when compared to the nine months ended September 30, 2021.
AUM of R$25.0 billion, up 6% year-over-year, following the strong fundraising across our pension plan products.
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| Financial Advisory | |||||||
| (R$ thousands, unless mentioned) | 3Q’21 | 2Q’22 | 3Q’22 | ∆ YoY (%) | 3Q’21 YTD | 3Q’22 YTD | ∆ (%) |
| Net revenue from management fees | – | – | – | N/A | – | – | N/A |
| Net revenue from advisory fees | 24,332 | 6,378 | 6,700 | -72% | 42,591 | 16,279 | -62% |
| Total Fee Related Revenues | 24,332 | 6,378 | 6,700 | -72% | 42,591 | 16,279 | -62% |
| Segment personnel expenses | (398) | (530) | (502) | 26% | (1,204) | (1,537) | 28% |
| Other G&A expenses | (403) | (165) | (82) | -80% | (710) | (456) | -36% |
| Corporate center expenses | (3,630) | (1,067) | (1,121) | -69% | (5,569) | (3,127) | -44% |
| Bonus compensation related to management and advisory | (4,701) | (1,350) | (1,379) | -71% | (10,102) | (3,587) | -64% |
| Total Fee Related Expenses | (9,132) | (3,112) | (3,084) | -66% | (17,585) | (8,707) | -50% |
| FEE RELATED EARNINGS (FRE) | 15,200 | 3,265 | 3,616 | -76% | 25,006 | 7,572 | -70% |
| FRE Margin (%) | 62.5% | 51.2% | 54.0% | 58.7% | 46.5% | ||
| SEGMENT DISTRIBUTABLE EARNINGS | 15,200 | 3,265 | 3,616 | -76% | 25,006 | 7,572 | -70% |
| Segment DE Margin (%) | 62.5% | 51.2% | 54.0% | 58.7% | 46.5% | ||
| FULL TIME EMPLOYEES | 8 | 10 | 10 | 25% | 8 | 10 | 25% |
Fee related earnings (FRE) of R$3.6 million for the quarter ended September 30, 2022, down 76% year-over-year. FRE was R$7.6 million over the nine months ended September 30, 2022, a decrease of 70% when compared to the nine months ended September 30, 2021, due to a stronger deal environment in 2021.
Segment Distributable Earnings over the nine months ended September 30, 2022, were R$7.6 million, a decrease of 70% year-over-year when compared to the nine months ended September 30, 2021.
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Retirement Services
| (R$ thousands, unless mentioned)/ | 3Q’21 | 2Q’22 | 3Q’22 | ∆ YoY (%) | 3Q’21 YTD | 3Q’22 YTD | ∆ (%) |
| Net revenue from management fees | – | – | – | – | – | – | – |
| Net revenue from advisory fees | – | – | – | – | – | – | – |
| Total Fee Related Revenues | – | – | – | – | – | – | – |
| Segment personnel expenses | – | (308) | (386) | – | – | (791) | – |
| Other G&A expenses | – | (372) | (463) | – | – | (1,098) | – |
| Corporate center expenses | – | – | (92) | – | – | (92) | – |
| Bonus compensation related to management and advisory | – | (1,012) | (500) | – | – | (2,514) | – |
| Total Fee Related Expenses | – | (1,692) | (1,441) | – | – | (4,495) | – |
| FEE RELATED EARNINGS (FRE) | – | (1,692) | (1,441) | – | – | (4,495) | – |
| FRE Margin (%) | – | – | – | – | – | ||
| Net revenue from performance fees | – | – | – | – | – | – | – |
| Realized performance fees | – | – | – | – | – | – | – |
| Unrealized performance fees | – | – | – | – | – | – | – |
| Performance based compensation | – | – | – | – | – | – | – |
| PERFORMANCE RELATED EARNINGS (PRE) | – | – | – | – | – | – | – |
| PRE Margin (%) | – | – | – | – | – | ||
| (-) Unrealized performance fees | – | – | – | – | – | – | – |
| (+) Unrealized performance compensation | – | – | – | – | – | – | – |
| SEGMENT DISTRIBUTABLE EARNINGS | – | (1,692) | (1,441) | – | – | (4,495) | – |
| Segment DE Margin (%) | – | – | – | – | – | ||
| ASSETS UNDER MANAGEMENT (AUM R$millions) | – | – | – | – | – | – | – |
| FULL TIME EMPLOYEES | – | 5 | 6 | – | – | 6 | – |
Fee Related Earnings (FRE) of negative R$1.4 million for the quarter ended September 30, 2022. FRE was negative R$4.5 million to the nine months ended September 30, 2022.
VRS segment is in the final stages of product structuring and is expected to launch in early 2023.
IR.VINCIPARTNERS.COM | |
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Income Statement
| (R$ thousands, unless mentioned) | 3Q’21 | 2Q’22 | 3Q’22 | ∆ YoY(%) | 3Q’21 YTD | 3Q’22 YTD | ∆ (%) |
| REVENUES | |||||||
| Net revenue from management fees | 92,855 | 89,271 | 95,361 | 3% | 269,476 | 271,861 | 1% |
| Net revenue from performance fees | 5,610 | 3,839 | 31 | -99% | 34,185 | 7,042 | -79% |
| Realized performance fees | 12,646 | 3,839 | 2,602 | -79% | 31,734 | 8,977 | -72% |
| Unrealized performance fees | (7,036) | – | (2,571) | -63% | 2,451 | (1,935) | N/A |
| Net revenue from advisory | 25,163 | 6,659 | 7,267 | -71% | 46,607 | 17,600 | -62% |
| Total net revenues from services rendered | 123,628 | 99,769 | 102,659 | -17% | 350,268 | 296,503 | -15% |
| EXPENSES | |||||||
| Bonus related to management and advisory | (25,994) | (17,267) | (19,798) | -24% | (61,602) | (54,337) | -12% |
| Performance based compensation | (1,798) | (1,427) | (537) | -70% | (12,907) | (2,996) | -77% |
| Realized | (4,056) | (1,427) | (1,448) | -64% | (12,035) | (3,682) | -69% |
| Unrealized | 2,258 | – | 910 | -60% | (872) | 685 | N/A |
| Total compensation and benefitsxii | (27,792) | (18,694) | (20,335) | -27% | (74,509) | (57,333) | -23% |
| Segment personnel expenses | (5,600) | (6,233) | (6,509) | 16% | (16,225) | (19,291) | 19% |
| Other general and administrative expenses | (5,163) | (4,178) | (4,725) | -8% | (12,795) | (13,406) | 5% |
| Corporate center expenses | (18,149) | (21,350) | (22,067) | 22% | (56,957) | (62,178) | 9% |
| Total expenses | (56,704) | (50,455) | (53,636) | -5% | (160,487) | (152,207) | -5% |
| Operating profit | 66,924 | 49,314 | 49,023 | -27% | 189,781 | 144,296 | -24% |
| OTHER ITEMS | |||||||
| GP Investment income | (290) | (7,211) | 9,673 | N/A | (4,335) | (1,707) | -61% |
| Realized gain from GP investment income | 1,421 | 4,926 | 5,738 | 304% | 1,878 | 12,709 | 577% |
| Unrealized gain from GP investment income | (1,711) | (12,137) | 3,935 | N/A | (6,213) | (14,416) | 132% |
| Financial income | (326) | 21,193 | 31,701 | N/A | 18,323 | 77,602 | 324% |
| Realized gain from financial income | 315 | 20,001 | 31,726 | 9,972% | 19,198 | 76,723 | 300% |
| Unrealized gain from financial income | (641) | 1,192 | (25) | -96% | (875) | 879 | N/A |
| Leasing expenses | (3,065) | (2,400) | (2,297) | -25% | (9,328) | (7,169) | -23% |
| Other itemsxiii | 775 | 644 | (1,689) | N/A | (459) | (2,181) | 375% |
| Share Based Plan | (1,014) | (2,468) | (5,609) | 453% | (2,656) | (8,813) | 232% |
| Nonrecurring expenses | – | (962) | (523) | N/A | – | (6,595) | N/A |
| Total Other Items | (3,920) | 8,796 | 31,256 | N/A | 1,545 | 51,137 | 3210% |
| Profit before income taxes | 63,004 | 58,110 | 80,279 | 27% | 191,326 | 195,433 | 2% |
| (-) Income taxes | (11,401) | (11,711) | (11,072) | -3% | (39,304) | (34,522) | -12% |
| NET INCOME | 51,603 | 46,399 | 69,207 | 34% | 152,022 | 160,911 | 6% |
| (+) Non-recurring expenses including income tax related to realized expense | – | 635 | 353 | N/A | – | 5,425 | N/A |
| ADJUSTED NET INCOME | 51,603 | 47,034 | 69,560 | 35% | 152,022 | 166,335 | 9% |
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Total net revenues from services rendered of R$102.7 million for the quarter ended September 30, 2022, up 3% quarter-over-quarter, following strong fundraising across Private Market funds and IP&S combined with the partial effect coming from the SPS Capital acquisition, closed in Mid-August, which will start to fully impact revenues in the fourth quarter. Total net revenues in the third quarter of 2022 were down 17% year-over-year, due to a higher contribution from advisory fees and performance fees in the 3Q'21. Net revenues for the nine months ended September 30, 2022, were R$296.5 million, represented a 15% decrease when compared to the nine months ended September 30, 2021, a result from higher advisory and performances fees in the same period of the prior year.
| · | Management fee revenues of R$95.4 million for the quarter ended September 30, 2022, up 7% quarter-over- quarter, driven by fundraisings across Private Market funds at the end of the second quarter of 2022 which started to impact management fee revenues in the third quarter, combined with management fees coming from the SPS Capital acquisition at the end of this quarter. Management fee revenues were up 3% year-over-year, following the strong fundraising across Private Markets and IP&S over the last-twelve-months. |
| · | Performance fee revenues of R$31 thousand for the quarter ended September 30, 2022, compared to R$5.6 million for the quarter ended September 30, 2021, a decrease of 99% year-over-year, coming primarily from the mark-to-market effect in accrued performance fees booked in the company’s balance sheet, which resulted in negative R$2.6 million net unrealized performance fees. Additionally, the platform was positively impacted by higher contributions coming from international exclusive mandates in IP&S in the 3Q’21, which did not take place in 2022. |
| · | Advisory fee revenues of R$7.3 million for the quarter ended September 30, 2022, compared to R$25.2 million for the quarter ended September 30, 2021, a decrease of 71% year-over-year. Advisory revenues for the nine months ended September 30, 2022, were R$17.6 million, down 62% when compared to the nine months ended September 30, 2021, due to a stronger contribution from advisory fees in 2021. |
Total expenses for the quarter ended September 30, 2022, of R$53.6 million, compared to R$56.7 million for the quarter ended September 30, 2021, a decrease of 5% year-over-year. Total expenses for the nine months ended September 30, 2022, were R$152.2 million, down 5% when compared to the nine months ended September 30, 2021.
| · | Bonus related to management and advisory fees of R$19.8 million for the quarter ended September 30, 2022, compared to R$26.0 million for the quarter ended September 30, 2021, a decrease of 24% year-over-year. Bonus related to management and advisory was R$54.3 million for the nine months ended September 30, 2022, down 12% year-over-year, when compared to the nine months ended September 30, 2021. |
| · | Performance based compensation of R$0.5 million for the quarter ended September 30,2022, compared to R$1.8 million for the quarter ended September 30, 2021, a decrease of 70% year-over-year. Performance based compensation for the nine months ended September 30, 2022, was R$3.0 million, a decrease of 77% year-over- year, when compared to the nine months ended September 30, 2021. |
| · | Segment personnel expensesxiv of R$6.5 million for the quarter ended September 30, 2022, compared to R$5.6 million for the quarter ended September 30, 2021, an increase of 16% year-over-year. Segment personnel expenses for the nine months ended September 30, 2022, was R$19.3 million, up 19% year-over-year, when compared to the nine months ended September 30, 2021, primarily due to higher inflation in the period affecting fixed costs. |
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| · | Corporate center expensesxv of R$22.1 million for the quarter ended September 30, 2022, compared to R$18.1 million for the quarter ended September 30, 2021, an increase of 22% year-over-year. Corporate center expenses were up year-over-year due to higher inflation in the period and the return of travel expenses to the same levels experienced before COVID-19 pandemic. Corporate center expenses for the nine months ended September 30, 2022, were R$62.2 million, up 9% year-over-year, when compared to the nine months ended September 30, 2021. |
| · | Other general and administrative expensesxvi of R$4.7 million for the quarter ended September 30, 2022, compared to R$5.2 million for the quarter ended September 30, 2021, a decrease of 8% year-over-year. Other G&A expenses for the nine months ended September 30, 2022, were R$13.4 million, up 5% year-over-year, when compared to the nine months ended September 30, 2021. |
Operating Profit of R$49.0 million for the quarter ended September 30, 2022, compared to R$66.9 million for the quarter ended September 30, 2021, a decrease of 27% year-over-year. Operating profit for the nine months ended September 30, 2022, was R$144.3 million, down 24% year-over-year, when compared to the nine months ended September 30, 2021.
GP Investment incomexvii, a result of the company’s GP investments in its proprietary private market funds, was R$9.7 million for the quarter ended September 30, 2022, compared to negative R$0.3 million for the quarter ended September 30, 2021, following the positive mark-to-market effect coming from the company’s position in proprietary listed REITs and an increase of realized income coming from REITs’ dividend distributions. GP Investment income for the nine months ended September 30, 2022, was negative R$1.7 million compared to negative R$4.3 million for the nine months ended September 30, 2021.
Financial Incomexviii of R$31.7 million for the quarter ended September 30, 2022, compared to negative R$0.3 million for the quarter ended September 30, 2021, a result of financial gains from the company’s cash position, primarily allocated to funds exposed to federal fixed-income bonds. Financial income for the nine months ended September 30, 2022, was R$77.6 million, up 324% year-over-year, when compared to the nine months ended September 30, 2021.
Leasing Expensesxix of R$2.3 million for the quarter ended September 30, 2022, compared to R$3.1 million for the quarter ended September 30, 2021, a decrease of 25% year-over-year.
Share Based Plan expensesxx of R$5.6 million for the quarter ended September 30, 2022. In the nine months ended September 30, 2022, share based plan expenses accounted for R$8.8 million.
Nonrecurring expenses of R$523 thousand for the quarter ended September 30, 2022. Non-recurring expenses are composed by expenses related to professional services to matters related to acquisitions.
Profit before income taxes of R$80.3 million for the quarter ended September 30, 2022, compared to R$63.0 million for the quarter ended September 30, 2021, an increase of 27% year-over-year. Profit before income taxes for the nine months ended September 30, 2022, was R$195.4 million, an increase of 2% when compared to the nine months ended September 30, 2021.
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Income Taxesxxi of R$11.1 million for the quarter ended September 30, 2022, which represented an effective tax rate for the quarter of 14%, compared to R$11.4 million for the quarter ended September 30, 2021, which represented an effective tax rate of 18%, representing a decrease of 4.3 percentage points year-over-year, driven by the increase of gains coming from GP Investment income and financial income.
Adjusted Net Income of R$69.6 million for the quarter ended September 30, 2022, compared to R$51.6 million for the quarter ended September 30, 2021, an increase of 35% year-over-year. Adjusted Net Income was R$166.3 million for the nine months ended September 30, 2022, up 9% year-over-year, when compared to the nine months ended September 30, 2021.
Supplement Details
Assets Under Management (AUM)xxii Rollforward – R$ millions
For the Three Months Ended September 30, 2022
|
Private Equity |
Public Equities |
IP&S | Infrastructure | Real Estate | Credit |
Hedge Funds |
Vinci SPS | Total | |
| Beginning balance | 13,013 | 7,064 | 25,659 | 1,460 | 5,208 | 4,318 | 2,781 | – | 59,502 |
| (+/-) Capital Subscription / (capital return) | 113 | – | – | – | 78 | 157 | – | – | 348 |
| (+) Capital Subscription | 129 | – | 0 | 0 | 180 | 199 | – | – | 508 |
| (-) Capital Return | (16) | – | (0) | (0) | (102) | (43) | – | – | (161) |
| (+) Acquisitions | – | – | – | – | – | – | – | 2,055 | 2,055 |
| (+/-) Net Inflow / (outflow) | – | (35) | (1,505) | – | (46) | (8) | (43) | – | (1,637) |
| (+/-) Appreciation / (depreciation) | 525 | 838 | 875 | 46 | 648 | (2) | 154 | 40 | 3,124 |
| Ending Balance | 13,650 | 7,868 | 25,029 | 1,505 | 5,888 | 4,465 | 2,892 | 2,096 | 63,392 |
For the Twelve Months Ended September 30, 2022
|
Private Equity |
Public Equities |
IP&S | Infrastructure |
Real Estate |
Credit |
Hedge Funds |
Vinci SPS | Total | |
| Beginning balance | 10,962 | 9,514 | 23,695 | 2,466 | 5,411 | 2,818 | 3,086 | – | 57,952 |
| (+/-) Capital Subscription / (capital return) | 2,218 | – | 142 | (1,026) | 19 | 1,112 | – | – | 2,464 |
| (+) Capital Subscription | 2,245 | – | 142 | 162 | 435 | 1,253 | – | – | 4,238 |
| (-) Capital Return | (27) | – | (0) | (1,188) | (416) | (142) | – | – | (1,774) |
| (+) Acquisitions | – | – | – | – | – | – | – | 2,055 | 2,055 |
| (+/-) Net Inflow / (outflow) | – | (1,337) | 300 | – | (30) | 268 | (375) | – | (1,174) |
| (+/-) Appreciation / (depreciation) | 471 | (309) | 892 | 65 | 488 | 267 | 181 | 40 | 2,095 |
| Ending Balance | 13,650 | 7,868 | 25,029 | 1,505 | 5,888 | 4,465 | 2,892 | 2,096 | 63,392 |
IR.VINCIPARTNERS.COM | |
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Fee Earning Assets Under Management (FEAUM) Rollforward – R$ millions
For the Three Months Ended September 30, 2022
|
Private Equity |
Public Equities |
IP&S | Infrastructure | Real Estate | Credit |
Hedge Funds |
Vinci SPS | Total | |
| Beginning balance | 9,797 | 7,002 | 25,545 | 1,399 | 5,208 | 4,318 | 2,706 | – | 55,975 |
| (+/-) Capital Subscription / (capital return) | 113 | – | – | – | 78 | 157 | – | – | 348 |
| (+) Capital Subscription | 129 | – | 0 | 0 | 180 | 199 | – | – | 508 |
| (-) Capital Return | (16) | – | (0) | (0) | (102) | (43) | – | – | (161) |
| (+) Acquisitions | – | – | – | – | – | – | – | 2,055 | 2,055 |
| (+/-) Net Inflow / (outflow) | – | (35) | (1,505) | – | (46) | (8) | (56) | – | (1,650) |
| (+/-) Appreciation / (depreciation) | 378 | 838 | 871 | 48 | 648 | (2) | 152 | 40 | 2,972 |
| Ending Balance | 10,288 | 7,805 | 24,911 | 1,447 | 5,888 | 4,465 | 2,801 | 2,096 | 59,700 |
For the Twelve Months Ended June 30, 2022
|
Private Equity |
Public Equities |
IP&S | Infrastructure |
Real Estate |
Credit |
Hedge Funds |
Vinci SPS | Total | |
| Beginning balance | 9,089 | 9,443 | 23,540 | 2,363 | 5,411 | 2,818 | 3,023 | – | 55,686 |
| (+/-) Capital Subscription / (capital return) | 923 | – | 142 | (976) | 19 | 1,112 | – | – | 1,220 |
| (+) Capital Subscription | 950 | – | 142 | 162 | 435 | 1,253 | – | – | 2,943 |
| (-) Capital Return | (27) | – | (0) | (1,138) | (416) | (142) | – | – | (1,723) |
| (+) Acquisitions | – | – | – | – | – | – | – | 2,055 | 2,055 |
| (+/-) Net Inflow / (outflow) | – | (1,333) | 327 | – | (30) | 268 | (391) | – | (1,160) |
| (+/-) Appreciation / (depreciation) | 276 | (305) | 902 | 60 | 488 | 267 | 170 | 40 | 1,899 |
| Ending Balance | 10,288 | 7,805 | 24,911 | 1,447 | 5,888 | 4,465 | 2,801 | 2,096 | 59,700 |
IR.VINCIPARTNERS.COM | |
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Accrued Performance Fees – Private Market Funds
| (R$ mm) | 2Q’22 | Unrealized Performance Fees | Realized Distributions | 3Q’22 |
| Private Equity | 126.1 | 11.2 | - | 137.3 |
| Infrastructure | 19.9 | (2.6) | - | 17.3 |
| Real Estate | 0.1 | (0.1) | - | 0.0 |
| Credit | 0.0 | 0.1 | - | 0.1 |
| Total | 146.1 | 8.7 | - | 154.8 |
Vinci Partners recognizes the performance revenue according to IFRS 15. Unrealized performance fees are recognized only when is highly probable that the revenue will not be reversed in the Income Statement.
The fund FIP Infra Transmissão in Infrastructure had R$17.3 million as of the end of the third quarter of 2022 booked as unrealized performance fees in the company´s balance sheet.
Accrued performance fees shown for Private Equity funds of R$137.3 million and for Credit funds of R$0.1 million as of the end of the third quarter of 2022 have not been booked as unrealized performance fees in the company´s balance sheet.
Investment Records – IP&S, Liquid Strategies, Credit and Listed REIT
| Fund | Segment | NAVxxiii (R$ millions) |
3Q22 | YTD | 12 M | 24 M | Market Comparison | Index Rate |
| Vinci Multiestratégia FIM | Hedge Funds | 530.1 | 5.9% | 9.1% | 5.8% | 10.6% | CDIxxiv | CDI |
| Atlas Strategyxxv | Hedge Funds | 465.2 | 5.4% | 9.9% | 5.5% | 9.8% | CDI | CDI |
| Vinci Total Return | Hedge Funds | 250.9 | 14.2% | 9.1% | 0.2% | 10.2% | IPCAxxvi+ Yield IMA-Bxxvii | IPCA + Yield IMA-B |
| Mosaico Strategyxxviii | Public Equities | 1,047.7 | -9.1% | 1.6% | -8.5% | -3.6% | IBOVxxix | IBOV |
| Vinci Gas Dividendos FIA | Public Equities | 534.2 | -5.3% | 9.3% | -5.2% | 6.2% | IBOV | IBOV |
| Vinci Valorem FIM | IP&S | 3,066.5 | 3.6% | 8.1% | 3.7% | 8.5% | IMA-B 5 | IMA-B 5 |
| Equilibrio Strategyxxx | IP&S | 2,070.7 | 3.6% | 8.3% | 3.6% | 8.4% | IPCA | - |
| Vinci Selection Equities FIA | IP&S | 634.3 | -3.6% | 5.5% | -3.4% | -1.2% | IBOV | IBOV |
| Vinci Crédito Imobiliário I | Credit | 240.5 | 0.1% | 7.9% | 8.7% | 12.7% | IPCA | IPCA + 7.785% |
| Vinci Crédito Imobiliário II | Credit | 698.5 | 0.8% | 5.5% | 6.0% | 11.3% | IPCA | IPCA + 6% |
| Vinci Crédito Estruturado Multiestrategia Plus FIC FIM | Credit | 125.0 | 3.6% | 10.0% | 12.8% | 19.4% | CDI | CDI |
| Vinci Energia Sustentável | Credit | 589.0 | -4.1% | -2.8% | -0.3% | 8.2% | IPCA | IPCA + 6% |
| Vinci Crédito Multiestratégia | Credit | 324.0 | 1.7% | 8.6% | 13.5% | – | CDI | IPCA + 5% |
| VISC11 | Real Estate (listed REIT) | 1,959.9 | 12.7% | 14.7% | 17.8% | 15.5% | IFIX[ix] | IPCA + 6% |
| VILG11 | Real Estate (listed REIT) | 1,645.4 | 18.2% | 11.5% | 13.6% | -2.1% | IFIX | IPCA + 6% |
| VINO11 | Real Estate (listed REIT) | 822.6 | 15.8% | -5.9% | -8.7% | 1.7% | IFIX | IPCA + 6% |
| VIFI11 | Real Estate (listed REIT) | 61.6 | 13.5% | 8.3% | 12.7% | -4.4% | IFIX | IFIX |
| VIUR11 | Real Estate (listed REIT) | 217.7 | 17.0% | 13.9% | 8.2% | – | IFIX | IPCA + 6% |
| VCRI11 | Real Estate (listed REIT) | 157.8 | -0.7% | -3.9% | – | – | IFIX | IPCA + Xxxxii% |
| VICA11 | Real Estate (REIT) | 373.3 | 1.0% | – | – | – | IFIX | CDI + 1% |
| VINCI FOF IMOBILIARIO FIM CP | Real Estate (REIT) | 11.6 | 5.3% | 9.2% | 15.7% | – | IFIX | IFIX |
| VIGT11 | Infrastructure (listed) | 648.4 | 12.2% | 4.9% | 8.7% | -11.3% | - | - |
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| Benchmark | 3Q22 | YTD | 12 M | 24 M |
| IBOV | 11.7% | 5.0% | -0.8% | 16.3% |
| CDI | 3.3% | 8.9% | 10.9% | 14.2% |
| IMA-B 5 | 0.4% | 7.1% | 9.2% | 15.7% |
| IPCA + Yield IMA-B | 1.0% | 8.4% | 12.9% | 27.8% |
| IPCA | -1.3% | 4.1% | 7.2% | 18.2% |
| IFIX | 7.0% | 6.6% | 10.1% | 7.0% |
Investment Records – Closed End Private Markets fundsxxxiii
| (R$mm) | |||||||||||
| Fund 1 | Private Equity | 2004 | 1,415 | 1,206 | 5,065 | 211 | 5,276 | 4.4x | 4.0x | 71.5% | 77.2% |
| VCP II | Private Equity | 2011 | 2,200 | 1,805 | 1,874 | 2,322 | 4,196 | 2.3x | 1.2x | 12.2% | 2.4% |
| VCP III | Private Equity | 2018 | 4,000 | 2,113 | 34 | 3,400 | 3,434 | 1.6x | 1.6x | 45.3% | 38.1% |
VCP Strategyxxxvi
|
Private Equity
|
7,615
|
5,124
|
6,973
|
5,933
|
12,906
|
2.5x
|
2.2x
|
64.8%
|
70.2%
| |
| NE Empreendedor | Private Equity | 2003 | 36 | 13 | 26 | – | 26 | 2.1x | 2.6x | 22.0% | 30.5% |
| Nordeste III | Private Equity | 2017 | 240 | 134 | 91 | 124 | 215 | 1.6x | 1.3x | 19.6% | 10.5% |
| VIR IV | Private Equity | 2020 | 1,000 | 239 | 7 | 283 | 291 | 1.2x | 1.2x | 30.5% | 33.9% |
VIR Strategyxxxvii
|
Private Equity
|
1,276
|
386
|
124
|
408
|
532
|
1.4x
|
1.2x
|
22.1%
|
28.1%
| |
| SPS I | Vinci SPS | 2018 | 128 | 170 | 112 | 147 | 259 | 1.5x | 1.5x | 27.4% | 17.4% |
| SPS II | Vinci SPS | 2020 | 671 | 952 | 345 | 887 | 1,232 | 1.3x | 1.4x | 28.4% | 26.3% |
| SPS III | Vinci SPS | 2021 | 1,070 | 252 | – | 293 | 293 | 1.2x | 1.2x | NM | NM |
| SPS Strategyxxxviii | Vinci SPS | 1,869 | 1,375 | 458 | 1,327 | 1,785 | 1.3x | 1.4x | 29.0% | 24.0% | |
| FIP Transmissãoxxxix | Infrastructure | 2017 | 211 | 104 | 241 | 142 | 382 | 3.7x | 2.7x | 65.5% | 48.7% |
| VIASxl | Infrastructure | 2021 | 386 | 350 | – | 350 | 350 | 1.0x | 1.1x | NM | NM |
| VFDLxli | Real Estate | 2021 | 422 | 88 | – | 107 | 107 | 1.2x | 1.8x | 31.7% | 28.8% |
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Shareholder Dividends
| ($ in thousands) | 1H21 | 3Q'21 | 4Q'21 | 1Q’22 | 2Q’22 | 3Q'22 |
| Distributable Earnings (R$) | 101,976 | 61,743 | 68,515 | 53,255 | 60,435 | 72,842 |
| Distributable Earnings (US$)xlii | 19,397 | 11,377 | 13,637 | 10,615 | 11,795 | 14,281 |
| DE per Common Share (US$)xliii | 0.34 | 0.20 | 0.24 | 0.19 | 0.21 | 0.26 |
| Actual Dividend per Common Sharexliv | 0.30 | 0.16 | 0.20 | 0.17 | 0.17 | 0.20 |
| Record Date | September 01,2021 | December 01,2021 | March 10, 2022 | May 24, 2022 | August 25, 2022 | November 23, 2022 |
| Payable Date | September 16, 2021 | December 16,2021 | March 24, 2022 | June 08, 2022 | September 09,2022 | December 08, 2022 |
Vinci Partners generated R$1.32 or US$0.26 of Distributable Earnings per common share for the third quarter of 2022. The company declared a quarterly dividend of US$0.20 per common share to record holders as of November 23, 2022; payable on December 08, 2022.
Share Summary
| VINP Shares | 1Q'21 | 2Q'21 | 3Q'21 | 4Q'21 | 1Q’22 | 2Q'22 | 3Q'22 |
| Class B | 14,466,239 | 14,466,239 | 14,466,239 | 14,466,239 | 14,466,239 | 14,466,239 | 14,466,239 |
| Class A – Partnership Units | 27,175,861 | 27,175,861 | 27,175,861 | 27,175,861 | 27,175,861 | 27,175,861 | 27,175,861 |
| Class A - Public Float | 15,271,488 | 15,094,833 | 14,921,318 | 14,513,477 | 14,187,216 | 13,936,856 | 13,716,758 |
| Common Shares Outstanding | 56,913,588 | 56,736,933 | 56,563,418 | 56,155,577 | 55,829,316 | 55,578,956 | 55,358,858 |
Common Shares Outstanding as of quarter end of 55,358,858 shares.
| · | Repurchased 220,098 common shares in the quarter, with an average share price of US$10.3. |
| · | Repurchased 1,554,730 common shares since the announcement of the first share repurchase plan, with an average share price of US$12.2. |
| · | Available authorization remaining was R$44.5 million on September 30, 2022. |
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GP Commitment in Private Market funds
|
(R$ millions, unless mentioned) Fund |
Segment |
3Q’22 Commitments |
Total Capital Committed |
3Q’22 Capital Called | Total Capital Called |
Capital Returned/ Dividends Payed (3Q’22) |
Accumulated Capital Returned/ Dividends Payed |
Fair value of investments |
| Nordeste III | Private Equity | – | 5.0 | – | 3.1 | 0.3 | 1.6 | 3.2 |
| VCP III | Private Equity | – | 3.1 | 0.3 | 2.4 | – | – | 2.4 |
| VIR IV | Private Equity | – | 11.1 | 0.5 | 3.6 | 0.1 | 0.2 | 3.4 |
| VCP IV | Private Equity | – | 350.0 | – | – | – | – | – |
| FIP Infra Transmissão (co- investment)xlv | Infrastructure | – | 29.5 | – | 8.9 | – | 19.7 | 12.1 |
| FIP Infra Transmissãoxlvi | Infrastructure | – | 10.5 | – | 3.4 | – | 6.2 | 3.4 |
| VIAS | Infrastructure | – | 50.0 | – | 27.8 | – | – | 26.9 |
| Vinci Transporte e Logística II | Infrastructure | – | 15.0 | – | – | – | – | – |
| Vinci Transporte e Logística I | Infrastructure | – | 11.4 | – | 6.3 | – | – | 5.6 |
| VFDL | Real Estate | – | 70.0 | 5.3 | 22.8 | – | – | 25.4 |
| VIUR | Real Estate | – | 67.3 | – | 67.3 | 1.5 | 7.5 | 54.9 |
| VINO | Real Estate | – | 50.0 | – | 50.0 | 0.9 | 2.5 | 45.3 |
| Vinci FOF Imobiliário | Real Estate | 6.9 | 16.9 | 6.9 | 16.9 | – | 0.5 | 19.0 |
| VCS (VCRI) | Real Estate/Credit | – | 80.0 | – | 80.0 | 3.3 | 5.8 | 75.1 |
| Vinci Crédito Agro Fiagro-Imobiliário | Real Estate/Credit | 7.0 | 23.0 | 7.0 | 23.0 | – | – | 22.7 |
| Vinci Crédito Infra Institucional | Credit | – | 100.0 | – | – | – | – | – |
| VSP FIM | IP&S | – | 50.0 | 2.2 | 4.4 | – | – | 4.3 |
| Vinci PIPE FIA | Public Equities | 20.0 | 20.0 | 20.0 | 20.0 | – | – | 19.5 |
| Total | 33.9 | 962.8 | 42.2 | 339.8 | 6.1 | 44.0 | 323.3 |
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Reconciliation and Disclosures
Non-GAAP Reconciliation
| (R$ thousands, unless mentioned) | 3Q’21 | 2Q’22 | 3Q’22 | 3Q’21 YTD | 3Q’22 YTD |
| OPERATING PROFIT | 66,924 | 49,314 | 49,023 | 189,781 | 144,296 |
| (-) Net revenue from realized performance fees | (12,646) | (3,839) | (2,602) | (31,734) | (8,977) |
| (-) Net revenue from unrealized performance fees | 7,036 | – | 2,571 | (2,451) | 1,935 |
| (+) Compensation allocated in relation to performance fees | 1,798 | 1,427 | 537 | 12,907 | 2,996 |
| FEE RELATED EARNINGS (FRE) | 63,112 | 46,902 | 49,529 | 168,503 | 140,250 |
| OPERATING PROFIT | 66,924 | 49,314 | 49,023 | 189,781 | 144,296 |
| (-) Net revenue from management fees | (92,855) | (89,271) | (95,361) | (269,476) | (271,861) |
| (-) Net revenue from advisory | (25,163) | (6,659) | (7,267) | (46,607) | (17,600) |
| (+) Bonus related to management and advisory | 25,994 | 17,267 | 19,798 | 61,602 | 54,337 |
| (+) Personnel expenses | 5,600 | 6,233 | 6,509 | 16,225 | 19,291 |
| (+) Other general and administrative expenses | 5,163 | 4,178 | 4,725 | 12,795 | 13,406 |
| (+) Corporate center expenses | 18,149 | 21,350 | 22,067 | 56,957 | 62,178 |
| PERFORMANCE RELATED EARNINGS (PRE) | 3,812 | 2,412 | (506) | 21,278 | 4,046 |
| OPERATING PROFIT | 66,924 | 49,314 | 49,023 | 189,781 | 144,296 |
| (-) Net revenue from unrealized performance fees | 7,036 | – | 2,571 | (2,451) | 1,935 |
| (+) Compensation allocated in relation to unrealized performance fees | (2,258) | – | (910) | 872 | (685) |
| (+) Realized gain from GP investment income | 1,421 | 4,926 | 5,738 | 1,878 | 12,709 |
| SEGMENT DISTRIBUTABLE EARNINGS | 73,123 | 54,240 | 56,422 | 190,081 | 158,255 |
| NET INCOME | 51,603 | 46,399 | 69,207 | 152,022 | 160,911 |
| (-) Net revenue from unrealized performance fees | 7,036 | – | 2,571 | (2,451) | 1,935 |
| (+) Income tax from unrealized performance fees | 110 | – | (296) | 283 | (223) |
| (+) Compensation allocated in relation to unrealized performance fees | (2,258) | – | (910) | 872 | (685) |
| (-) Unrealized gain from GP investment income | 1,711 | 12,137 | (3,935) | 6,213 | 14,416 |
| (+) Income tax on unrealized gain from GP investment income | 1,179 | (55) | 7 | 757 | (48) |
| (-) Unrealized gain from financial income | 641 | (1,192) | 25 | 875 | (879) |
| (+) Income tax on unrealized gain from financial income | (218) | (65) | – | (298) | – |
| (+) Depreciation and amortization | 925 | 976 | 1,223 | 2,790 | 3,183 |
| (+) Share Based Plan | 1,014 | 2,468 | 5,609 | 2,656 | 8,813 |
| (-) Income Taxes on Share Based Plan | – | (233) | (659) | – | (892) |
| (+) Non-recurring expenses including income tax related to realized expense | – | 635 | 353 | – | 5,425 |
| ADJUSTED DISTRIBUTABLE EARNINGS | 61,743 | 61,070 | 73,195 | 163,719 | 191,957 |
| TOTAL NET REVENUE FROM SERVICES RENDERED | 123,628 | 99,769 | 102,659 | 350,268 | 296,503 |
| (-) Net revenue from realized performance fees | (12,646) | (3,839) | (2,602) | (31,734) | (8,977) |
| (-) Net revenue from unrealized performance fees | 7,036 | – | 2,571 | (2,451) | 1,935 |
| NET REVENUE FROM MANAGEMENT FEES AND ADVISORY | 118,018 | 95,930 | 102,628 | 316,083 | 289,461 |
IR.VINCIPARTNERS.COM | |
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Effective Tax Rate Reconciliation
|
||||
| (R$ thousands, unless mentioned) | 3Q’21 | 3Q’22 | 3Q’21 YTD | 3Q’22 YTD |
| Profit (loss) before income taxes | 63,004 | 80,279 | 191,326 | 195,433 |
| Combined statutory income taxes rate - % | 34% | 34% | 34% | 34% |
| Income tax benefit (Expense) at statutory rates | (21,422) | (27,295) | (65,051) | (66,447) |
| Reconciliation adjustments: | ||||
| Expenses not deductible | (6) | (28) | (62) | (55) |
| Tax benefits | 333 | 32 | 380 | 97 |
| Share based payments | (103) | (71) | (269) | (227) |
| Effect of presumed profit of subsidiaries¹ and offshore subsidiariesxlvii | 9,859 | 16,458 | 25,690 | 32,123 |
| Other additions (exclusions), net | (62) | (168) | 8 | (13) |
| Income taxes expenses | (11,401) | (11,072) | (39,304) | (34,522) |
| Current | (13,619) | (12,501) | (44,519) | (38,058) |
| Deferred | 2,218 | 1,429 | 5,215 | 3,536 |
| Effective tax rate | 18% | 14% | 21% | 18% |
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Balance Sheet Results
|
||
| Assets | 6/30/2022 | 9/30/2022 |
| Current assets | ||
| Cash and cash equivalents | 57,780 | 97,383 |
| Cash and bank deposits | 10,532 | 13,981 |
| Financial instruments at fair value through profit or loss | 47,248 | 83,402 |
| Financial instruments at fair value through profit or loss | 1,290,972 | 1,302,167 |
| Trade receivables | 45,324 | 50,467 |
| Sub-leases receivable | 1,500 | 1,500 |
| Taxes recoverable | 4,541 | 654 |
| Other assets | 10,689 | 13,852 |
| Total current assets | 1,410,806 | 1,466,023 |
| Non-current assets | ||
| Financial instruments at fair value through profit or loss | 5,701 | 5,646 |
| Trade receivables | 20,042 | 17,317 |
| Sub-leases receivable | 1,960 | 1,656 |
| Taxes recoverable | 62 | 4,316 |
| Deferred taxes | 6,226 | 7,376 |
| Other receivables | 1,543 | 1,041 |
| 35,534 | 37,352 | |
| Property and equipment | 13,087 | 12,578 |
| Right of use - Leases | 60,632 | 57,943 |
| Intangible assets | 1,600 | 186,658 |
| Total non-current assets | 110,853 | 294,531 |
| TOTAL | 1,521,659 | 1,760,554 |
IR.VINCIPARTNERS.COM | |
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| Liabilities and equity | 6/30/2022 | 9/30/2022 |
| Current liabilities | ||
| Trade payables | 313 | 768 |
| Deferred Revenue | – | 16,713 |
| Leases | 23,218 | 22,293 |
| Accounts payable | 6,941 | 6,761 |
| Labor and social security obligations | 44,038 | 66,208 |
| Loans and Financing | – | 10,171 |
| Taxes and contributions payable | 17,990 | 19,474 |
| Total current liabilities | 92,500 | 142,388 |
| Non-current liabilities | ||
| Accounts payable | – | – |
| Leases | 55,724 | 52,965 |
| Labor and social security obligations | 274 | 2,048 |
| Loans and Financing | – | 175,238 |
| Deferred taxes | 4,203 | 3,770 |
| 60,201 | 234,021 | |
| Total liabilities | 152,701 | 376,409 |
| Equity | ||
| Share capital | 15 | 15 |
| Additional paid-in capital | 1,382,038 | 1,382,038 |
| Treasury shares | (88,425) | (100,323) |
| Retained Earnings | 58,227 | 79,135 |
| Other reserves | 17,067 | 21,705 |
| 1,368,922 | 1,382,570 | |
| Non-controlling interests in the equity of subsidiaries | 36 | 1,575 |
| Total equity | 1,368,958 | 1,384,145 |
| Total liabilities and equity | 1,521,659 | 1,760,554 |
IR.VINCIPARTNERS.COM | |
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Forward-Looking Statements
This earnings release contains forward-looking statements that can be identified by the use of words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. By their nature, forward-looking statements are necessarily subject to a high degree of uncertainty and involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside of our control. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements and there can be no assurance that such forward-looking statements will prove to be correct. The forward-looking statements included herein speak only as at the date of this press release and we do not undertake any obligation to update these forward-looking statements. Past performance does not guarantee or predict future performance. Moreover, neither we nor our affiliates, officers, employees and agents undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release. Further information on these and other factors that could affect our financial results is included in filings we have made and will make with the U.S. Securities and Exchange Commission from time to time.
IR.VINCIPARTNERS.COM | |
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______________________
i Adjusted Distributable Earnings is calculated as Distributable Earnings less non-recuring expenses.
ii Fee related earnings, or FRE, is a metric to monitor the baseline performance of, and trends in, our business, in a manner that does not include performance fees or investment income. We calculate FRE as operating profit less (a) net revenue from realized performance fees, less (b) net revenue from unrealized performance fees, plus (c) compensation allocated in relation to performance fees.
iii FRE per share is calculated considering the number of outstanding shares at the end of the current quarter. Last nine months values are calculated as the sum of the last three quarters.
iv Distributable Earnings is used as a reference point by our board of directors for determining the amount of earnings available to distribute to shareholders as dividends. Distributable Earnings is calculated as profit for the year, less (a) net revenue from unrealized performance fees, plus (b) income taxes from unrealized performance fees, plus (c) compensation allocated in relation to unrealized performance fees, less (d) unrealized gain from GP investment income, less (e) unrealized gain from financial income, plus (f) income taxes on unrealized gain from GP investment income, plus (g) income taxes on unrealized gain from financial income.
v Adjusted DE per share is calculated considering the number of outstanding shares at the end of the current quarter. Last nine months values are calculated as the sum of the last three quarters.
vi For the nine months ended September 30, 2022, non-recurring expenses are composed by expenses related to professional services to matters related to acquisitions and our international corporate organization.
vii Net revenue from Fund Management and Advisory is a performance measure that we use to assess our ability to generate profits from our fund management and advisory business without measuring for the outcomes from funds above their respective benchmarks. We calculate Net Revenue from Fund Management and Advisory as net revenue from services rendered less (a) net revenue from realized performance fees and less (b) net revenue from unrealized performance fees.
viii FRE Margin is calculated as FRE over total net management and advisory fees.
ix “Performance Related Earnings”, or “PRE”, is a performance measure that we use to assess our ability to generate profits from revenue that relies on outcome from funds above their respective benchmarks. We calculate PRE as operating profit, less (a) net revenue from fund management and advisory, less (b) operating expenses, such as segment personnel, G&A, corporate center and bonus related to management and advisory.
x Segment Distributable Earnings is Vinci Partners’ segment profitability measure used to make operating decisions and assess performance across the company’s four segments (Private Markets, Liquid Strategies, Investment Products and Solutions and Financial Advisory). Segment Distributable Earnings is calculated as operating profit less (a) net revenue from unrealized performance fees, plus (b) compensation allocated in relation to unrealized performance fees, plus (c) realized gain from GP investment income.
xi Adjusted DE Margin is calculated as adjusted DE over the sum of management and advisory fee related revenues, realized performance revenue, realized GP investment income and realized financial income, net of revenue tax.
xii “Total compensation and benefits” are the result of the profit sharing paid to our employees as (a) bonus compensation related to management advisory and (b) performance-based compensation. Total compensation and benefits include Dividends to Partners, distributed by the company to its original partners before the public turned public in 2021. In accordance with the by-laws of Vinci Brazil, dividends have historically been distributed based on the resolution of the partners. Therefore, dividends could be distributed on a non-proportional basis among quotaholders, which are comprised by the partners of Vinci Brazil. After the company’s IPO, Vinci Partners changed its compensation structure, from a dividend distribution policy to a profit-sharing scheme for our partners.
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xiii “Other Items” include interest expenses related to acquisitions.
xiv “Segment personnel expenses” are composed of the salary-part compensation paid to employees and partners of our funds’ management teams.
xv “Corporate center expenses” are composed by the salary-compensation paid to employees and partners of our support teams and other expenses, such as research, risk, legal & compliance, investor relations, operations and ESG.
xvi “Other general and administrative expenses” is made up of third-party expenses, depreciation and amortization, travel and representation, marketing expenses, administrative fees, non-operating taxes, third-party consultants’ fees, such as legal and accounting, and office consumables.
xvii “GP investment income” is income from proprietary investments made by us in our own Private Markets’ funds, used as GP Commitments.
xviii “Financial income” is income generated through the investments made with our cash and cash equivalents in cash and bank deposits, certificate of deposits and proprietary investments in our Liquid Funds from our public equities and hedge funds’ segments and listed REITs from our real estate segment.
xix “Leasing expenses” include costs from the company’s sub-leasing activities.
xx “Share Based Plan” is the composition of two benefit programs: SOP (Stok Option Plan) and RSU (Restricted Stock Units). In Stock Option Plan the company concedes to an employee the option to buy stock in the company with stated fixed price. The Restricted Stock Units concedes company shares to an employee through a vesting plan in which RSUs are assigned a fair market value.
xxi Income taxes is comprised of taxes on our corporate income tax and social contribution taxes. We are taxed on an actual taxable profit regime, while part of our subsidiaries are taxed based on deemed profit.
xxii AUM” refers to assets under management. Our assets under management equal the sum of: (1) the fair market value of the investments held by funds plus the capital that we are entitled to call from investors in those funds pursuant to the terms of their capital commitments to those funds (plus the fair market value of co-investments arranged by us that were made or could be made by limited partners of our corporate private equity funds and portfolio companies of such funds); (2) the net asset value of our public equity funds, hedge funds and closed-end mutual funds; and (3) the amount of capital raised for our credit funds. AUM includes double counting related to funds from one segment that invest in funds from another segment. Those cases occur mainly due to (a) fund of funds of investment products and solutions segment, and (b) investment funds in general that invest part of their cash in credit segment and hedge fund segment funds to maintain liquidity and provide for returns on cash. Such amounts are eliminated on consolidation. The bylaws of the relevant funds prohibit double-charging fees on AUM across segments. Therefore, while our AUM by segment may double-count funds from one segment that invest in funds from another segment, the revenues for any given segment do not include revenue in respect of assets managed by another segment, which means there are no intercompany eliminations on revenues in our results of operations.
xxiii NAV is the net asset value of each fund. For listed vehicles, the NAV represents the Market valuation of the fund.
xxiv CDI is an average of interbank overnight rates in Brazil (daily average for the period).
xxv Atlas strategy comprises Atlas FIC FIM and Atlas Institucional FIC FIM.
xxvi IPCA is a broad consumer price index measured by the IBGE.
IR.VINCIPARTNERS.COM | |
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xxvii IMAB is composed by government bonds indexed to IPCA. IMAB 5 also comprises government bonds indexed to IPCA but only the one´s with up to 5 Years duration.
xxviii Mosaico strategy comprises Vinci Mosaico FIA, Vinci Mosaico Institucional FIA and Vinci Mosaico Advisory FIA.
xxix IBOV is the Brazilian stock market most relevant index.
xxx Equilibrio Strategy comprises IP&S Family of pension plans.
xxxi IFIX is an index composed by listed REITs in the brazilian stock exchange.
xxxii If IMAB 5 Average is: a) less or equal to 2%, X=3% per year; b) between 2%-4%, X= Average IMAB 5+1% per year; c) Between 4%-5%, X=5% per year; d) greater or equal to 5%, X= IMAB 5 Average.
xxxiii Track record information is presented throughout this release on a pro forma basis and in local currency, excluding PIPE investments, a strategy that will be discontinued in VCP III.
xxxiv “MOIC” means multiple on invested capital, a ratio intended to represent how much value an investment has returned, and is calculated as realized value plus unrealized value, divided by the total amount invested, gross of expenses and fees.
xxxv “IRR” means the internal rate of return, which is a discount rate that makes the net present value of all cash flows equal to zero in a discounted cash flow analysis.
xxxvi Total commitments for VCP III include R$1.3 billion in co-investments. Track record presented for the VCP strategy as of 2Q’22, due to fund’s administrator timeline to disclose the quarterly markup of the fund.
xxxvii Track record for VIR strategy is presented as of 2Q’22, due to fund’s administrator timeline to disclose the quarterly markup of the fund.
xxxviii Track record for Vinci SPS strategy is presented as of 3Q’22.
xxxix Track record for FIP Infra is presented as of 3Q’22.
xl Track record for VIAS is presented as of 3Q’22.
xli Track record for VFDL is presented as of 3Q’22.
xlii US$ Distributable Earnings was calculated considering the exchange rate from USD to BRL of 5.1006 as of November 07, 2022, when dividends were approved by our Board of Directors.
xliii Per Share calculations are based on end of period Participating Common Shares.
xliv Actual dividends per common share are calculated considering the share count as of the applicable record date.
xlv The remaining capital committed in FIP Infra Transmissão co-investment will not be called by the fund, which is already in divestment period.
xlvi The remaining capital committed in FIP Infra Transmissão will not be called by the fund, which is already in divestment period.
IR.VINCIPARTNERS.COM | |
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xlvii Brazilian tax law establishes that companies that generate gross revenues of up to R$ 78,000.00 in the prior fiscal year may calculate income taxes as a percentage of gross revenue, using the presumed profit income tax regime. The Entity's subsidiaries adopted this tax regime and the effect of the presumed profit of subsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied to the taxable profit of the subsidiaries.
IR.VINCIPARTNERS.COM | |
Exhibit 99.3
Vinci Partners Investments Ltd.
Interim Financial Statements as of September 30, 2022
Vinci Partners Investments Ltd.
Consolidated balance sheets
All amounts in thousands of reais
| Assets | Note | 09/30/2022 | 12/31/2021 | |||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 5(d) | 97,383 | 102,569 | |||||||
| Cash and bank deposits | 5(d) | 13,981 | 21,679 | |||||||
| Financial instruments at fair value through profit or loss | 5(d) | 83,402 | 80,890 | |||||||
| Financial instruments at fair value through profit or loss | 5(c) | 1,302,167 | 1,372,926 | |||||||
| Accounts receivable | 5(a) | 50,467 | 44,316 | |||||||
| Sub-leases receivable | 10 | 1,500 | - | |||||||
| Taxes recoverable | 654 | 3,199 | ||||||||
| Other assets | 6 | 13,852 | 4,193 | |||||||
| Total current assets | 1,466,023 | 1,527,203 | ||||||||
| Non-current assets | ||||||||||
| Financial instruments at fair value through profit or loss | 5(c) | 5,646 | 8,593 | |||||||
| Accounts receivable | 5(a) | 17,317 | 19,368 | |||||||
| Sub-leases receivable | 10 | 1,656 | - | |||||||
| Taxes recoverable | 4,316 | 80 | ||||||||
| Deferred taxes | 18 | 7,376 | 4,970 | |||||||
| Other assets | 6 | 1,041 | 2,011 | |||||||
| 37,352 | 35,022 | |||||||||
| Property and equipment | 8 | 12,578 | 14,294 | |||||||
| Right of use - Leases | 10 | 57,943 | 69,329 | |||||||
| Intangible assets | 9 | 186,658 | 1,157 | |||||||
| Total non-current assets | 294,531 | 119,802 | ||||||||
| Total assets | 1,760,554 | 1,647,005 | ||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
F-2
Vinci Partners Investments Ltd.
Consolidated balance sheet
All amounts in thousands of reais
| Liabilities and equity | Note | 09/30/2022 | 12/31/2021 | |||||||
| Current liabilities | ||||||||||
| Trade payables | 768 | 831 | ||||||||
| Deferred revenue | 23 | 16,713 | - | |||||||
| Leases | 10 and 5(e) | 22,293 | 22,304 | |||||||
| Accounts payable | 11 | 6,761 | 10,677 | |||||||
| Labor and social security obligations | 12 | 66,208 | 106,299 | |||||||
| Loans and obligations | 14 | 10,171 | - | |||||||
| Taxes and contributions payable | 13 | 19,474 | 23,762 | |||||||
| Total current liabilities | 142,388 | 163,873 | ||||||||
| Non-current liabilities | ||||||||||
| Leases | 10 and 5(e) | 52,965 | 63,240 | |||||||
| Labor and social security obligations | 12 | 2,048 | - | |||||||
| Loans and obligations | 14 | 175,238 | - | |||||||
| Deferred taxes | 18 | 3,770 | 5,016 | |||||||
| Total non-current liabilities | 234,021 | 68,256 | ||||||||
| Total liabilities | 376,409 | 232,129 | ||||||||
| Equity | 15 | |||||||||
| Share capital | 15 | 15 | ||||||||
| Additional paid-in capital | 1,382,038 | 1,382,038 | ||||||||
| Treasury shares | 15(f) | (100,323 | ) | (52,585 | ) | |||||
| Retained earnings | 79,135 | 70,183 | ||||||||
| Other reserves | 21,705 | 15,182 | ||||||||
| 1,382,570 | 1,414,833 | |||||||||
| Non-controlling interests in the equity of subsidiaries | 7 | 1,575 | 43 | |||||||
| Total equity | 1,384,145 | 1,414,876 | ||||||||
| Total liabilities and equity | 1,760,554 | 1,647,005 | ||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
F-3
Vinci Partners Investments Ltd.
Interim consolidated statement of income
For the nine and three-month period ended September 30, 2022 and 2021
All amounts in thousands of reais unless otherwise stated
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||||
| Statements of Income | Note | 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net revenue from services rendered | 16 | 296,503 | 350,268 | 102,659 | 123,628 | |||||||||||||
| General and administrative expenses | 17 | (167,615 | ) | (163,143 | ) | (59,768 | ) | (57,718 | ) | |||||||||
| Operating profit | 128,888 | 187,125 | 42,891 | 65,910 | ||||||||||||||
| Finance income | 18 | 98,896 | 28,523 | 44,704 | 7,210 | |||||||||||||
| Finance expenses | 18 | (32,351 | ) | (24,322 | ) | (7,316 | ) | (10,116 | ) | |||||||||
| Finance profit/(loss), net | 66,545 | 4,201 | 37,388 | (2,906 | ) | |||||||||||||
| Profit before income taxes | 195,433 | 191,326 | 80,279 | 63,004 | ||||||||||||||
| Income taxes | 19 | (34,522 | ) | (39,304 | ) | (11,072 | ) | (11,401 | ) | |||||||||
| Profit for the period | 160,911 | 152,022 | 69,207 | 51,603 | ||||||||||||||
| Attributable to the shareholders of the parent company | 160,908 | 152,027 | 69,197 | 51,608 | ||||||||||||||
| Attributable to non-controlling interests | 3 | (5 | ) | 10 | (5 | ) | ||||||||||||
| Basic earnings per share in Brazilian Reais | 2.85 | 2.76 | 1.22 | 0.91 | ||||||||||||||
| Diluted earnings per share in Brazilian Reais | 2.81 | 2.76 | 1.20 | 0.91 | ||||||||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
F-4
Vinci Partners Investments Ltd.
Interim consolidated statement of comprehensive income
For the nine and three-month period ended September 30, 2022 and 2021
All amounts in thousands of reais
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Profit for the period | 160,911 | 152,022 | 69,207 | 51,603 | ||||||||||||
| Other comprehensive income | ||||||||||||||||
| Items that may be reclassified to profit or loss: | ||||||||||||||||
| Foreign exchange variation of investee located abroad | ||||||||||||||||
| Vinci Capital Partners GP Limited | 16 | 8 | 27 | 19 | ||||||||||||
| Vinci USA LLC | (290 | ) | 735 | 554 | 1,836 | |||||||||||
| Vinci Capital Partners F III GP Limited | 13 | 3 | 9 | 6 | ||||||||||||
| GGN GP LLC | (5 | ) | 9 | 3 | 14 | |||||||||||
| VICC Infra GP LLC | 20 | - | 4 | - | ||||||||||||
| Vinci Capital Partners IV GP LLC | 3 | - | 3 | - | ||||||||||||
| Total comprehensive income for the period | 160,668 | 152,777 | 69,807 | 53,478 | ||||||||||||
| Attributable to: | ||||||||||||||||
| Shareholders of the parent company | 160,665 | 152,782 | 69,799 | 53,483 | ||||||||||||
| Non-controlling interests | 3 | (5 | ) | 8 | (5 | ) | ||||||||||
| 160,668 | 152,777 | 69,807 | 53,478 | |||||||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
F-5
Vinci Partners Investments Ltd.
Interim consolidated statement of changes in equity
For the nine months ended September 30
All amounts in thousands of reais
| Share capital | Additional paid-in capital | Retained earnings | Other reserves | Treasury shares | Total | Non-controlling interests | Total equity | |||||||||||||||||||||||||||
| At January 01, 2021 | 8,730 | - | - | 10,491 | - | 19,221 | 15 | 19,236 | ||||||||||||||||||||||||||
| Corporate reorganization | 14(a) | (8,719 | ) | 8,719 | - | - | - | - | - | - | ||||||||||||||||||||||||
| Profit for the period | - | - | 152,027 | - | - | 152,027 | (5 | ) | 152,022 | |||||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||||||||
| Foreign exchange variation of investee located abroad | 14(d) | - | - | - | 755 | - | 755 | (2 | ) | 753 | ||||||||||||||||||||||||
| Capital increase | 14(a) | 4 | 1,392,370 | - | - | - | 1,392,374 | 29 | 1,392,403 | |||||||||||||||||||||||||
| Share based payments | 22 | - | - | - | 2,656 | - | 2,656 | - | 2,656 | |||||||||||||||||||||||||
| Treasury shares bought | 14(f) | - | - | - | - | (25,802 | ) | (25,802 | ) | - | (25,802 | ) | ||||||||||||||||||||||
| Transaction costs from capital increase | 14(b) | - | (19,051 | ) | - | - | - | (19,051 | ) | - | (19,051 | ) | ||||||||||||||||||||||
| Allocation of profit: | ||||||||||||||||||||||||||||||||||
| Dividends | - | - | (89,487 | ) | - | - | (89,487 | ) | - | (89,487 | ) | |||||||||||||||||||||||
| At September 30, 2021 | 15 | 1,382,038 | 62,540 | 13,902 | (25,802 | ) | 1,432,693 | 37 | 1,432,730 | |||||||||||||||||||||||||
| At January 01, 2022 | 15 | 1,382,038 | 70,183 | 15,182 | (52,585 | ) | 1,414,833 | 43 | 1,414,876 | |||||||||||||||||||||||||
| Profit for the period | - | - | 160,908 | - | - | 160,908 | 3 | 160,911 | ||||||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||||||||
| Foreign exchange variation of investee located abroad | 14(d) | - | - | - | (243 | ) | - | (243 | ) | (1 | ) | (244 | ) | |||||||||||||||||||||
| Capital increase | - | - | - | - | - | - | 1,530 | 1,530 | ||||||||||||||||||||||||||
| Share based payments | 22 | - | - | - | 6,766 | - | 6,766 | - | 6,766 | |||||||||||||||||||||||||
| Treasury shares bought | 14(f) | - | - | - | - | (47,738 | ) | (47,738 | ) | - | (47,738 | ) | ||||||||||||||||||||||
| Allocation of profit: | ||||||||||||||||||||||||||||||||||
| Dividends | 14(e) | - | - | (151,956 | ) | - | - | (151,956 | ) | - | (151,956 | ) | ||||||||||||||||||||||
| At September 30, 2022 | 15 | 1,382,038 | 79,135 | 21,705 | (100,323 | ) | 1,382,570 | 1,575 | 1,384,145 | |||||||||||||||||||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
F-6
Vinci Partners Investments Ltd.
Interim consolidated statements of cash flows
For the nine months ended September 30
All amounts in thousands of reais unless otherwise stated
| Nine months ended September 30 | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities | ||||||||
| Profit before taxation | 195,433 | 191,326 | ||||||
| Adjustments to reconcile net income to cash flows from operations: | ||||||||
| Depreciation and amortization | 11,232 | 10,076 | ||||||
| Investment income of financial instruments at fair value through profit or loss | (70,875 | ) | (12,302 | ) | ||||
| Interest expense on loans and obligations | 1,952 | - | ||||||
| Share based payments | 6,765 | 2,656 | ||||||
| Financial result on lease agreements | 6,864 | 9,147 | ||||||
| 151,371 | 200,903 | |||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivables | (2,879 | ) | (1,785 | ) | ||||
| Taxes recoverable | (1,663 | ) | 542 | |||||
| Other assets | (8,635 | ) | 286 | |||||
| Trade payables | (87 | ) | (580 | ) | ||||
| Deferred revenue | 16,713 | 18,512 | ||||||
| Accounts payable | 56 | (673 | ) | |||||
| Labor and social security obligations (*) | (39,310 | ) | 41,905 | |||||
| Taxes and contributions payable | (1,349 | ) | (976 | ) | ||||
| (37,154 | ) | 57,231 | ||||||
| Cash generated from operations | 114,217 | 258,134 | ||||||
| Income tax paid | (41,488 | ) | (44,020 | ) | ||||
| Net cash inflow from operating activities | 72,729 | 214,114 | ||||||
| Cash flows from investing activities | ||||||||
| Payment for acquisition of subsidiary | (80,000 | ) | - | |||||
| Purchases of property and equipment and additions to intangible assets | (2,450 | ) | (2,534 | ) | ||||
| Purchase of financial instruments at fair value through profit or loss | (326,741 | ) | (1,397,073 | ) | ||||
| Sales of financial instruments at fair value through profit or loss | 471,321 | 76,842 | ||||||
| Net cash (outflow) from investing activities | 62,130 | (1,322,765 | ) | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from the issuance of shares | - | 1,392,403 | ||||||
| Capital increase of non-controlling interests in the equity of subsidiaries | 1,530 | |||||||
| Proceeds from loans and obligations, net of transaction costs | 79,026 | - | ||||||
| Transactions costs paid | - | (19,051 | ) | |||||
| Treasury shares acquisition paid | (49,156 | ) | (23,971 | ) | ||||
| Lease payments, net of sublease received | (17,042 | ) | (13,717 | ) | ||||
| Dividends paid | (153,376 | ) | (205,136 | ) | ||||
| Net cash (outflow) from financing activities | (139,018 | ) | 1,130,528 | |||||
| Cash and cash equivalent increased from Business Combination | 497 | - | ||||||
| Net increase (decrease) in cash and cash equivalents | (3,662 | ) | 21,877 | |||||
| Cash and cash equivalents at the beginning of the period | 102,569 | 83,449 | ||||||
| Foreign exchange variation of cash and cash equivalents in subsidiary abroad | (1,524 | ) | 173 | |||||
| Cash and cash equivalents at the end of the period (Note 5d) | 97,383 | 105,499 | ||||||
Non-cash financing and investing activities
Dividends declared and not yet paid until September 30, 2022 and 2021 were R$ 4,363 (Note 11) and R$ 6,833, respectively.
Consideration payable and contingent consideration (earn-out) as of September 30, 2022 were 41,962 and 62,469, respectively.
(*) Since 2021 Vinci has changed its dividends distribution policy and implemented a profit-sharing scheme to its employees and personnel responsible for asset management services, increasing the payment in the first semester of 2022 when compared to previous year.
The accompanying notes are an integral part of these interim consolidated financial statements.
F-7
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 1 | Operations |
Vinci Partners Investments Ltd. is an exempted company incorporated in the Cayman Islands (referred to herein as "Entity", "Group" or "Vinci"). The Group started its activities in September 2009. Its objective is to hold investments in the capital of other companies as partner (shareholder). The investees are specialized in rendering alternative investment management, asset allocation and financial advisory services. The actual shareholders of the Entity are disclosed in Note 14.
The registered office of the Entity is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.
Corporate reorganization
Prior to the consummation of the initial public offering, on January 15, 2021, the individual partners of Vinci Partners Investimentos Ltda. (“Vinci Investimentos”) contributed the entirety of their quotas into the Entity.
In return for this contribution the Entity issued (1) new Class B common shares to Gilberto Sayão da Silva and (2) new Class A common shares to all other shareholders of Vinci Investimentos in exchange for the quotas of Vinci Investimentos contributed to the Entity, or the Contribution, exchanging 1 quota into 4.77 common shares. Until the Contribution, the Entity did not commence operations and had only nominal assets and liabilities and no material contingent liabilities or commitments.
Initial Public Offering (IPO)
On January 28, 2021, Vinci announced the price of its public offering of the Class A common shares being offered 13,873,474 Class A common shares. Prior to this offering, there has been no public market for our Class A common shares. The initial public offering price per Class A common share was US$18.00.
The Class A common shares have been approved for listing on the Nasdaq Global Select Market, or Nasdaq, under the symbol "VINP." Vinci has two classes of common shares: Class A common shares and Class B common shares.
Class B common shares carry rights that are identical to the Class A common shares, except that (1) holders of Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share; (2) holders of Class B common shares may convert Class B common shares at any time into Class A common shares on a share-for-share basis; (3) holders of Class B common shares are entitled to preemptive rights in the event that additional Class A common shares are issued in order to maintain their proportional ownership interest; and (4) Class B common shares shall not be listed on any stock exchange and will not be publicly traded.
On February 1, 2021, Vinci announced the closing of its initial public offering. The net proceeds from the offering were US$ 232 million (R$ 1,266,926), after deducting underwriting discounts and commissions. The Class A common shares began trading on the Nasdaq Global Select Market on January 28, 2021, under the ticker symbol "VINP."
In connection with the offering, Vinci has granted the underwriters a 30-day option to purchase up to an additional 2,081,021 Class A common shares at the initial public offering price, less underwriting discounts and commissions. On February 8, 2021, Vinci received net proceeds of US$ 23 million (R$ 125,448) in respect of the additional 1,398,014 Class A common shares issued.
Vinci Partners Ltd used the net proceeds from the offering to fund investments in its own products alongside its investors. The Entity continues to pursue opportunities for strategic transactions and for other general corporate purposes.
F-8
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
Impacts of the coronavirus pandemic (COVID-19)
The COVID-19 pandemic has resulted in the temporary or permanent closure of many businesses and has required adjustments in how many businesses operate. For example, certain funds in our real estate segment were impacted as a result of shopping mall closures in Brazil for some months during the pandemic. In addition, there is uncertainty surrounding real estate funds with concentrated investments in office space as the real estate market adjusts to shifts in office space demand in response to changes in economic activity and remote working arrangements. Significant market fluctuations driven by the COVID-19 pandemic have resulted in fluctuations in the fair value component of our Assets Under Management and could result in additional fluctuations in our Assets Under Management depending on the severity and extent of the ongoing crisis. However, despite the adverse impact, Vinci expanded its operations during the pandemic and increased its total assets, net revenue, profits and did not record any impairment in 2022 and 2021 as result of COVID-19.
Impacts of the conflict between Russia and Ukraine
As a result of the current geopolitical tensions and conflict between Russia and Ukraine, the governments of the United States, the European Union, Japan and other jurisdictions have announced the imposition of sanctions on certain industry sectors and parties in Russia, as well as enhanced export controls on certain products and industries. Geopolitical instability adversely arising from such conflict (including additional conflicts that could arise from such conflict), the imposition of sanctions, taxes and/or tariffs against Russia and Russia’s response to such sanctions could adversely affect the global economy or specific international, regional and domestic markets, including the Brazilian market.
As of September 30, 2022, the consequences of such conflict have not adversely impacted Vinci’s operations.
| 2 | Summary of significant accounting policies |
| 2.1 | Basis of preparation and presentation |
The unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2021.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
The unaudited interim condensed consolidated financial statements are presented in Brazilian reais (“R$”), and all amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.
The issuance of these financial statements was authorized by the Entity's management on November 7, 2022.
| (a) | Interim consolidated financial statements |
Vinci operates as an asset management firm. The Group focuses on private markets, liquid strategies, financial advisory, investment products and solutions, and retirement services, which comprise the main activity of the Group.
The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Also, the Entity holds interest in subsidiaries whose main purpose and activities are providing services that relate to the Entity’s activities. Therefore, the Entity consolidates these subsidiaries.
F-9
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
Ownership interest in subsidiaries on September 30, 2022 and December 31, 2021 are as follows:
| Interest - % | ||||||||
| 09/30/2022 | 12/31/2021 | |||||||
| Subsidiaries | ||||||||
| Vinci Partners Investimentos Ltda. (1) | 100 | 100 | ||||||
| Vinci Assessoria financeira Ltda. (2) | 100 | 100 | ||||||
| Vinci Equities Gestora de Recursos Ltda. (2) | 100 | 100 | ||||||
| Vinci Gestora de Recursos Ltda. (2) | 100 | 100 | ||||||
| Vinci Capital Gestora de Recursos Ltda. (2) | 100 | 100 | ||||||
| Vinci Soluções de Investimentos Ltda. (3) | 100 | 100 | ||||||
| Vinci Real Estate Gestora de Recursos Ltda. (2) | 100 | 100 | ||||||
| Vinci Capital Partners GP Limited. | 100 | 100 | ||||||
| Vinci USA LLC | 100 | 100 | ||||||
| Vinci GGN Gestão de Recursos Ltda. (2) | 100 | 100 | ||||||
| Vinci Infraestrutura Gestora de Recursos Ltda. | 100 | 100 | ||||||
| Vinci Capital Partners GP III Limited. | 100 | 100 | ||||||
| GGN GP LLC | 100 | 100 | ||||||
| Amalfi Empreendimentos e Participações Ltda. | 100 | 100 | ||||||
| Vinci APM Ltda. (2) | 100 | 100 | ||||||
| Vinci Monalisa FIM Crédito Privado IE (4) | 100 | 100 | ||||||
| Vinci Asset Allocation Ltda. | 75 | 65 | ||||||
| VICC Infra GP LLC | 100 | - | ||||||
| Vinci Capital Partners IV GP LLC | 100 | - | ||||||
| Vinci Holding Securitária Ltda. | 85 | - | ||||||
| Vinci Vida e Previdência (5) | 85 | - | ||||||
| SPS Capital Gestão de Recursos Ltda. (6) | 100 | - | ||||||
| (1) | Prior to the consummation of the initial public offering, on January 15, 2021, the consolidated financial statements were prepared on behalf of Vinci Partners Investimentos Ltda. |
| (2) | Minority interest represents less than 0.001%. |
| (3) | On February 18, 2021, Vinci Gestão de Patrimônio Ltda changed its name to Vinci Soluções de Investimentos Ltda. Minority interest represents less than 0.001%. |
| (4) | Under the terms of IFRS10, the Entity does not consolidate its investment in Vinci Monalisa FIM Crédito Privado IE and measures at fair value through profit or loss in accordance with IFRS 9. |
| (5) | Vinci has an indirect interest at Vinci Vida e Previdência of 85% through its subsidiary Vinci Holding Securitária Ltda., which holds 100% of ownership interest at Vinci Vida e Previdência. |
| (6) | On 16 August 2022, Vinci Soluções de Investimentos Ltda. acquired 90% of the issued share capital of SPS Capital Gestão de Recursos Ltda. The acquisition gives to Vinci Soluções de Investimentos the right of 100% on the economic interest of SPS Gestão de Recursos Ltda. |
Subsidiaries are all entities (including structured entities) over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
F-10
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated balance sheet respectively.
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in another reserve within equity attributable to owners of Entity.
When the Group ceases to consolidate an investment or account for it under equity method because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.
| 2.2 | Segment reporting |
During January 2021, the members of the Board of Directors of Vinci Partners Investments Ltd were appointed. Under the supervision of the Board of Directors, the CEO is responsible for the decision-making process related to executive themes, resources allocation and strategic decisions of Vinci.
The strategic decisions of the Group comprise five distinct business segments: (i) Private market strategies, (ii) Liquid strategies, (iii) Investment products and solutions, (iv) Financial advisory; and (v) Retirement services (Note 20).
In 2022, a new segment Vinci Retirement Services was created in order to assist investors to achieve retirement goals with long-term investment portfolios. As of September 30, 2022, this new segment has not been operational yet.
Strategies were sorted out within business segments following technical and strategic similarities among funds’ attributes, such as management and performance fee structures, liquidity constraints, targeted returns and investor profile.
| 2.3 | Business Combinations |
Business combinations are accounted for using the acquisition method of accounting. The acquisition date is the date on which the Group effectively obtains control of the acquiree. The purchase consideration of the acquisition of a subsidiary as of its relevant acquisition date, comprises of fair values of the assets transferred, liabilities incurred to the former owners of the acquired business, and fair value of any assets or liability resulting from a contingent consideration arrangement.
The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (shall not exceed one year from the acquisition date) about facts and circumstances which existed at the acquisition date.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.
F-11
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 3 | Accounting estimates and judgments |
The Entity makes estimates and assumptions concerning the future, based on historical experience and other factors, including expectations of future events. The resulting accounting estimates will, by definition, seldom equal the related actual results. The main estimates and assumptions made by the Entity comprises the allowance of expected credit losses of accounts receivable, fair value of contingent consideration, impairment of goodwill, provision for profit sharing, consolidation of subsidiaries, and the fair value measurement of financial assets.
| 4 | Financial risk management |
The main risks related to the financial instruments are credit risk, market risk, and liquidity risk, as defined below: The management of such risks involves various levels in the Entity and comprehends a number of policies and strategies. The Group's risk management focuses on the unpredictability of financial markets and seeks to mitigate potential adverse impacts on the Group's financial performance.
| 4.1 | Financial risk factors |
This note explains the Group's exposure to financial risks and how these risks could affect the Group's future financial performance. Current year profit and loss information has been included where relevant to add further context.
The Group's risk management is predominantly controlled by a risk assessment department under process and controls approved by the management. The management provides written process and controls for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
| (a) | Credit risk |
Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortized cost, at fair value through profit or loss (FVTPL), and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables.
(i) Risk management
Vinci's treasury manages credit risk on a group basis. As of September 31, 2022, and 2021 the expected credit losses are considered immaterial due to the short maturities of the deposits and the credit quality of the counterparty, which have a credit rating AAA evaluated by Fitch Ratings. The Entity has not suffered any losses from cash and cash equivalent since inception. Vinci's treasury review expected credit losses on a regular basis.
(ii) Impairment of financial assets
The group has the following types of financial assets that are subject to the expected credit loss model:
> accounts receivable
> debt investments carried at amortized cost
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, there was no identified impairment loss.
| (b) | Market risk |
(i) Foreign exchange risk
F-12
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
At the reporting date, the carrying amount value of the Group’s financial assets and liabilities held in US Dollars were as follows:
| Balance sheet | 09/30/2022 | 12/31/2021 | ||||||
| Cash and cash equivalents | 14,909 | 20,990 | ||||||
| Accounts receivable | 11,021 | 9,477 | ||||||
| Other receivables | 14,608 | 15,411 | ||||||
| Current assets | 40,538 | 45,878 | ||||||
| Leases, property and equipment | 3,032 | 3,216 | ||||||
| Non-current assets | 3,032 | 3,216 | ||||||
| Trade payables | 454 | 2,011 | ||||||
| Deferred revenue | 216 | - | ||||||
| Labor and social security obligations | 1,365 | 9,521 | ||||||
| Current liabilities | 2,035 | 11,532 | ||||||
| Payables to related parties | - | 282 | ||||||
| Lease | 2,284 | 3,104 | ||||||
| Non-current liabilities | 2,284 | 3,386 | ||||||
| Net Equity | 39,251 | 34,176 | ||||||
The aggregate net foreign exchange gains/losses recognized in profit or loss were:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| Net foreign exchange result for the period | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Financial revenue | 2,297 | 3,583 | 211 | 2,522 | ||||||||||||
| Financial expense | (2,986 | ) | (4,053 | ) | - | (1,783 | ) | |||||||||
| Net foreign exchange result, net | (689 | ) | (470 | ) | 211 | 739 | ||||||||||
The group operates internationally and is exposed to foreign exchange risk, exclusively the US dollar.
Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the functional currency of the Group.
(ii) interest rate risk
The Group's profit or loss is sensitive to higher/lower interest income from cash equivalents and fixed income funds as a result of changes in interest rates.
(iii) Price risk
The Group's exposure to investment securities price risk arises from investments held by the group and classified in the balance sheet at fair value through profit or loss (note 5).
F-13
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
To manage its price risk arising from investments in investment securities, the group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
The majority of the Group's financial investments that are exposed to significant price risk are the private equity investments and investments held by Monalisa FIM. Note 5(d) demonstrates the sensitivity analyses of impact for the assets held by the Group.
| (c) | Liquidity risk |
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. At the end of the reporting period the Group held bank deposits and certificates of deposits of R$ 97,383 (12/31/2021 – R$ 102,569) that are expected to readily generate cash inflows for managing liquidity risk.
Net debt reconciliation
This section sets out an analysis of the liquidity of the Group.
| 09/30/2022 | 12/31/2021 | |||||||
| Cash and cash equivalents | 97,383 | 102,569 | ||||||
| Financial instruments at fair value through profit or loss (i) | 1,302,167 | 1,372,926 | ||||||
| Trade payables | (768 | ) | (831 | ) | ||||
| Labor and social security obligations | (68,256 | ) | (106,299 | ) | ||||
| Accounts payable | (6,761 | ) | (10,677 | ) | ||||
| Lease liabilities | (75,258 | ) | (85,544 | ) | ||||
| Loans and obligations | (185,409 | ) | - | |||||
| Total | 1,063,098 | 1,272,144 | ||||||
| (i) | Comprised of liquid and illiquid investments. Liquid investments are current assets that are traded in an active market. Illiquid investments are comprised of assets that trade infrequently. |
| Financial liabilities | Other assets | |||||||||||||||||||
| Payables | Loans and obligations | Lease liabilities | Cash and cash equivalents | Financial instruments at fair value through profit or loss | ||||||||||||||||
| Net debt as at | ||||||||||||||||||||
| December 31, 2020 | (167,591 | ) | - | (106,199 | ) | 83,449 | 8,253 | |||||||||||||
| Cash flow | 49,784 | - | 21,790 | 15,999 | 1,340,393 | |||||||||||||||
| Fair value adjustment | - | - | - | 3,121 | 24,280 | |||||||||||||||
| Addition and finance expenses accrual | - | - | (823 | ) | - | - | ||||||||||||||
| Foreign exchange adjustments | - | - | - | - | - | |||||||||||||||
| Other changes (ii) | - | - | (312 | ) | - | - | ||||||||||||||
| December 31, 2021 | (117,807 | ) | - | (85,544 | ) | 102,569 | 1,372,926 | |||||||||||||
| Cash flow | 42,022 | (79,026 | ) | 18,236 | (10,024 | ) | (141,789 | ) | ||||||||||||
| Fair value adjustment | - | - | - | 4,838 | 71,030 | |||||||||||||||
| Addition and finance expenses accrual | - | (106,383 | ) | (7,994 | ) | - | - | |||||||||||||
| Foreign exchange adjustments | - | - | - | - | - | |||||||||||||||
| Other changes (ii) | - | - | 44 | - | - | |||||||||||||||
| September 30, 2022 | (75,785 | ) | (185,409 | ) | (75,258 | ) | 97,383 | 1,302,167 | ||||||||||||
F-14
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
(ii) Other changes include non-cash movements, including Cumulative Translation Adjustments (“CTA”) which will be presented as in other comprehensive income statements.
Maturities of financial liabilities
The tables below analyze the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for significant financial liabilities.
| Contractual maturities of financial liabilities at September 30, 2022 | Less than 1 year | Between 1 and 3 years | Over 3 years | Total | Carrying amount | |||||||||||||||
| Trade payables | (768 | ) | - | - | (768 | ) | (768 | ) | ||||||||||||
| Labor and social security obligations | (66,208 | ) | (2,048 | ) | - | (68,256 | ) | (68,256 | ) | |||||||||||
| Lease liabilities | (22,293 | ) | (36,797 | ) | (44,400 | ) | (103,490 | ) | (75,258 | ) | ||||||||||
| Accounts payable | (6,761 | ) | - | - | (6,761 | ) | (6,761 | ) | ||||||||||||
| Loans and obligations | (20,338 | ) | (101,734 | ) | (104,003 | ) | (226,075 | ) | (185,409 | ) | ||||||||||
| Total | (116,368 | ) | (140,579 | ) | (148,403 | ) | (405,350 | ) | (336,452 | ) | ||||||||||
| Contractual maturities of financial liabilities at December 31, 2021 | Less than 1 year | Between 1 and 3 years | Over 3 years | Total | Carrying amount | |||||||||||||||
| Trade payables | (831 | ) | - | - | (831 | ) | (831 | ) | ||||||||||||
| Labor and social security obligations | (106,299 | ) | - | - | (106,299 | ) | (106,299 | ) | ||||||||||||
| Lease liabilities | (22,304 | ) | (41,452 | ) | (57,008 | ) | (120,764 | ) | (85,544 | ) | ||||||||||
| Accounts payable | (10,677 | ) | - | - | (10,677 | ) | (10,677 | ) | ||||||||||||
| Total | (140,111 | ) | (41,452 | ) | (57,008 | ) | (238,571 | ) | (203,351 | ) | ||||||||||
| (d) | Sensitivity analysis |
The Group monitors and evaluates the market risk related to its financial investments portfolio periodically to assess its volatility, through changes that can significantly impact its financial results. Considering a period of one day and the historical results over the past year, the following Value at Risk (VAR) parameters were used:
| ● | 0.21% (or R$ 2.9 million) of the financial investment portfolio for a confidence interval of 95% on September 30, 2022 (0.16% or R$ 2.26 million on December 31, 2021). |
| ● | 0.34% (or R$ 4.7 million) of the financial investment portfolio for a confidence interval of 99% on September 30, 2022 (0.23% or R$ 3.31 million on December 31, 2021). |
Additionally, the Group evaluated the financial investment portfolio on September 30, 2022 and December 31, 2021, through stress scenarios according to the main risk factors related to its investments, as presented in the table below:
| Financial Impact (**) | ||||
| Risk Factor | Variation in | Stress Scenario (*) | 09/30/2022 | 12/31/2021 |
| Current inflation | Inflation index | -100bps | 2.9 | 15.3 |
| Exchange traded real estate funds | Share prices | -10% | (21.5) | (10.9) |
| Brazilian stock prices | Share prices | -10% | (5.2) | (7.4) |
| Fixed-rate offshore rates | US yield curve | -100bps | (2.0) | (7.7) |
| Foreign exchange rate | Foreign exchange rates | 10% (***) | 4.3 | 5.0 |
| Domestic base overnight rate | Domestic base overnight rate | -100bps | (5.9) | (8.0) |
F-15
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
(*) bps - basis point (1bps = 0,01%)
(**) In millions of Brazilian reais
(***) Brazilian reais devaluation against US Dollars
An equal change in the opposite direction of the stress scenario would have affected the financial investment portfolio by a similar amount, on the basis that all other variables remain constant.
| 5 | Financial instruments |
This note provides information about the group's financial instruments, including:
- an overview of all financial instruments held by the Group
- specific information about each type of financial instrument
- accounting policies
- information about determining the fair value of the instruments, including judgements and estimation uncertainty involved.
The Group classifies its financial assets in the following measurement categories:
| ● | those measured at fair value or through profit or loss, and |
| ● | those measured at amortized cost. |
The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded in profit or loss.
Recognition and derecognition
Regular way purchases and sales of financial assets are recognized on trade date, being the date on which the group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
F-16
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
The Group holds the following financial instruments:
| Financial assets | Section | 09/30/2022 | 12/31/2021 | |||||||
| Accounts receivable | (a) | 67,784 | 63,684 | |||||||
| Other financial assets at amortized cost | (b) | 4,655 | 638 | |||||||
| Cash and cash equivalents | (d) | 97,383 | 102,569 | |||||||
| Financial assets at fair value through profit or loss (FVPL) | (c) | 1,307,813 | 1,381,519 | |||||||
| 1,477,635 | 1,548,410 | |||||||||
| Financial liabilities | ||||||||||
| Liabilities at amortized cost | (e) | 75,785 | 117,807 | |||||||
| Lease liabilities | (e) | 75,258 | 85,544 | |||||||
| Loans and obligations | (e) | 155,517 | - | |||||||
| 306,560 | 203,351 | |||||||||
The Group's exposure to risks associated with the financial instruments is discussed in note 4. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.
| a) | Accounts receivable |
Current assets | 09/30/2022 | 12/31/2021 | ||||||
| Accounts receivable from contracts with customers | 50,637 | 44,486 | ||||||
| Loss allowance | (170 | ) | (170 | ) | ||||
| Non-current assets | ||||||||
| Accounts receivable from contracts with customers | 17,317 | 19,368 | ||||||
| 67,784 | 63,684 | |||||||
Accounts receivables are recognized initially at the amount of consideration that is unconditional and are not submitted to any financial components. They are subsequently measured at amortized cost, less loss allowance.
Current accounts receivable are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore all classified as current. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.
Non-current accounts receivable are unrealized performance fees that management, with accumulated experience, estimate that it is highly probable that a significant reversal will not occur.
The Entity uses a provision matrix to calculate expected credit losses and the exposure to credit risk from receivables are reviewed on a regular basis. Accounts receivable allowance are presented in general and administrative expense.
The loss allowances for accounts receivable as of September 30, 2022 and December 31, 2021 reconcile to the opening loss allowances as follows:
| 09/30/2022 | 12/31/2021 | |||||||
| Opening loss allowance on January 1 | (170 | ) | (149 | ) | ||||
| Increase in accounts receivable allowance recognized in profit or loss | - | (21 | ) | |||||
| Closing loss allowance on September 30 / December 31 | (170 | ) | (170 | ) | ||||
F-17
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
Accounts receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a repayment plan with the group, and a failure to make contractual payments. The Entity has not written any amount of accounts receivable during 2022 and 2021. Subsequent recoveries of amounts previously written off are credited against the same line item.
| b) | Other financial assets at amortized cost |
Financial assets at amortized cost include the following debt instruments:
| 09/30/2022 | 12/31/2021 | |||||||
| Prepayments to employees (Note 6 (i)) | 4,655 | 638 | ||||||
These amounts generally arise from transactions outside the usual operating activities of the group. Interest may be charged at commercial rates and collateral is not normally obtained.
All the financial assets at amortized cost are denominated in Brazilian currency units. As a result, there is no exposure to foreign currency risk. There is also no exposure to price risk as the investments will be held to maturity.
See note 6 for more details.
| c) | Financial assets at fair value through profit or loss |
The group classifies the following financial assets at fair value through profit or loss (FVPL):
| - | Mutual funds; |
| - | Private markets funds. |
Financial assets measured at FVPL include the following categories:
| 09/30/2022 | 12/31/2021 | |||||||
| Current assets | 1,302,167 | 1,372,926 | ||||||
| Mutual funds | 1,302,167 | 1,372,926 | ||||||
| Non-current assets | 5,646 | 8,593 | ||||||
| Private markets funds | 5,646 | 8,593 | ||||||
The following tables demonstrate the funds invested included in each category mentioned above.
| Mutual funds | ||||||||
| 09/30/2022 | 12/31/2021 | |||||||
| Vinci Monalisa FIM Crédito Privado IE (1) | 1,046,962 | 1,233,828 | ||||||
| Vinci Multiestratégia FIM | 235,062 | 109,717 | ||||||
| Vinci International Master Portfolio SPC - Reflation SP | 12,602 | 11,161 | ||||||
| FI Vinci Renda Fixa CP | 7,541 | 18,220 | ||||||
| 1,302,167 | 1,372,926 | |||||||
| Private markets | ||||||||
| 09/30/2022 | 12/31/2021 | |||||||
| Vinci Capital Partners III Feeder FIP Multiestratégia | 3,213 | 1,891 | ||||||
| Nordeste III FIP Multiestratégia | 2,433 | 2,848 | ||||||
| Vinci Infra Transmissão FIP - Infraestrutura (i) | - | 3,854 | ||||||
| Total Private markets funds | 5,646 | 8,593 | ||||||
F-18
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 1) | Vinci Monalisa FIM Crédito Privado IE (“Vinci Monalisa”) is a mutual fund incorporated in Brazil and wholly owned by the Company. Vinci Monalisa’s balances are the following: |
| 09/30/2022 | 12/31/2021 | |||||||
| Net Asset Value | 1,046,962 | 1,233,828 | ||||||
| Real estate funds | 223,394 | 137,519 | ||||||
| Mutual funds | 766,484 | 1,080,108 | ||||||
| Private equity funds | 55,012 | 18,768 | ||||||
| Other assets/liabilities | 2,072 | (2,567 | ) | |||||
The Vinci Monalisa’s portfolio is comprised of liquid and illiquid investee funds with different redemption criteria. Over 90% of its investments are liquid and may be redeemed and 10% are non-redeemable investments. The following tables demonstrate the funds invested by Vinci Monalisa:
Mutual funds
Vinci Monalisa holds investments in several mutual funds to seek profitability through investments in various classes of financial assets such as fixed income assets, Brazilian government bonds, public equities, derivatives financial instruments, investment funds and other short-term liquid securities. As of September 30, 2022, and December 31, 2021, Vinci Monalisa holds R$ 766,484 and R$ 1,080,108 of investments in mutual funds, respectively, which are distributed in the following classification:
| 09/30/2022 | 12/31/2021 | |||||||
| Mutual Funds’ classification | ||||||||
| Interest and foreign Exchange (a) | 77.05 | % | 46.20 | % | ||||
| Multistrategy (b) | 13.83 | % | 46.69 | % | ||||
| Foreign investments (c) | 5.99 | % | 5.23 | % | ||||
| Macro (d) | 3.13 | % | 1.88 | % | ||||
| 100.00 | % | 100.00 | % | |||||
| (a) | Funds that seek long-term returns via investments in fixed-income assets, admitting strategies that imply interest risk, price index risk and foreign currency risk. |
| (b) | Funds without commitment to concentration in any specific strategy. |
| (c) | Funds that invest in financial assets abroad in a portion greater than 40% of their net asset values. |
| (d) | Funds that operate in various asset classes (fixed income, variable income, foreign exchange, etc.), with investment strategies based on medium and long-term macroeconomic scenarios. |
| Real Estate funds | ||||||||
| 09/30/2022 | 12/31/2021 | |||||||
| Vinci Credit Securities FII (i) | 75,053 | 61,902 | ||||||
| Vinci Imóveis Urbanos FII (ii) | 54,895 | 52,537 | ||||||
| Vinci Offices FII (iii) | 45,339 | - | ||||||
| Other real estate funds (iv) | 48,107 | 23,080 | ||||||
| 223,394 | 137,519 | |||||||
(i) The fund invests in real estate receivable certificates, bonds and other real estate assets;
(ii) The fund’s investment strategy is to acquire properties in the retail, general markets, health and education sectors located in large urban centers that, in the Manager's view, generate long-term value;
(iii) The fund invests in controlling corporate buildings, mostly leased, which, in the Manager's view, generate value for the properties.
(iv) Comprised of funds that allocate their capital in diversified portfolios of shares of real estate funds, real estate receivable certificates, bonds, securities and other real estate assets.
F-19
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Private markets funds | ||||||||
| 09/30/2022 | 12/31/2021 | |||||||
| Vinci Impacto Ret IV FIP Multiestratégia | 3,366 | 2,042 | ||||||
| Vinci Infra Coinvestimento I FIP - Infraestrutura (i) | 12,131 | 13,446 | ||||||
| Vinci Infra Água e Saneamento Strategy FIP – Infraestrutura (ii) | 26,907 | 1,023 | ||||||
| Other funds | 12,608 | 2,257 | ||||||
| Total private markets funds | 55,012 | 18,768 | ||||||
(i) Fund focused on the acquisition of shares, share bonuses subscriptions, debentures convertible or not into shares, or other securities issued by publicly-held, publicly-traded or private corporations that develop new projects of infrastructure in the development sector and operations of electric power transmission lines, participating in the decision-making process of the investee, with effective influence. In 2021, the fund sold its investment in Linhas de Energia do Sertão Transmissora S.A. ("LEST"). As of September 30, 2022 and December 31, 2021, the fund held investment in Água Vermelha Transmissora de Energia S.A.
(ii) The Fund's investment policy will be the acquisition of shares, debentures convertible or not into shares, or other securities convertible or exchangeable into shares issued by publicly-held or privately-held corporations in the water sector and sanitation.
During the period, the following gains were recognized in profit or loss:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Fair value gains on investments at FVPL recognized in finance income | 75,895 | 13,988 | 41,374 | (616 | ) | |||||||||||
| d) | Cash and cash equivalents |
| Current assets | 09/30/2022 | 12/31/2021 | ||||||
| Cash and bank deposits | 13,981 | 21,679 | ||||||
| Certificate of deposit (i) | 83,402 | 80,890 | ||||||
| 97,383 | 102,569 | |||||||
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, bank deposits held at financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(i) Comprises certificates of deposits issued by Banco Bradesco (credit rating AAA evaluated by Fitch Ratings) with interest rates variable from 99.50% to 100.50% of CDI (interbank deposit rate). The certificates are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
F-20
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| e) | Financial liabilities |
| 09/30/2022 | 12/31/2021 | |||||||
| Current | 106,201 | 140,111 | ||||||
| Trade payables | 768 | 831 | ||||||
| Labor and social security obligations (Note 12) | 66,208 | 106,299 | ||||||
| Loans and obligations | 10,171 | 22,304 | ||||||
| Lease liabilities | 22,293 | 10,677 | ||||||
| Accounts payable (Note 11) | 6,761 | - | ||||||
| Non-current | 200,359 | 63,240 | ||||||
| Lease liabilities | 52,965 | 63,240 | ||||||
| Labor and social security obligations (Note 12) | 2,048 | - | ||||||
| Loans and obligations | 145,346 | |||||||
| 306,560 | 203,351 | |||||||
| (a) | Fair value hierarchy |
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value through profit or loss in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.
| On September 30, 2022 | ||||||||||||||||
| Recurring fair value measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial Assets | ||||||||||||||||
| Certificate of deposits | - | 83,402 | - | 83,402 | ||||||||||||
| Mutual funds | - | 1,302,167 | - | 1,302,167 | ||||||||||||
| Private equity funds | - | - | 5,646 | 5,646 | ||||||||||||
| Total Financial Assets | - | 1,385,569 | 5,646 | 1,391,215 | ||||||||||||
| On December 31, 2021 | ||||||||||||||||
| Recurring fair value measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial Assets | ||||||||||||||||
| Certificate of deposits | - | 80,890 | - | 80,890 | ||||||||||||
| Mutual funds | - | 1,372,926 | - | 1,372,926 | ||||||||||||
| Private equity funds | - | - | 8,593 | 8,593 | ||||||||||||
| Total Financial Assets | - | 1,453,816 | 8,593 | 1,462,409 | ||||||||||||
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded real estate funds) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Vinci Monalisa is a financial instrument classified as level 2. Its portfolio is comprised of items that could be classified as level 1, level 2 and level 3, in the amount of R$ 185,688, R$ 770,440 and R$ 103,120, respectively (2021: R$ 57,006, R$ 1,080,108 and R$ 96,714, respectively).
F-21
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
| (b) | Valuation techniques used to determine fair values |
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices
- for level 3 financial instruments – discounted cash flow analysis.
All non-listed assets fair value estimates are included in level 2, except for private equity funds, where the fair values have been determined based on fair value appraisals for fund's investments, performed by the fund's management (Vinci Capital and Vinci Infra) or a third party hired by the Administration. The most part of the level 3 financial instruments evaluation uses discount cash flows techniques to evaluate the fair value of the Fund's investments. The appraisals performed by a third party are reviewed by Vinci or its subsidiaries (fund's management).
| (c) | Fair value measurements using significant unobservable inputs (level 3) |
The following table presents the changes in level 3 items for the period/year ended September 30, 2022 and December 31, 2021:
| Fair Value | ||||
| Opening balance January 1, 2021 | 31,596 | |||
| Capital deployment | 932 | |||
| Transfer (a) | (22,746 | ) | ||
| Sales and distributions | (3,481 | ) | ||
| Gain recognized in finance income | 2,292 | |||
| Closing balance December 31, 2021 | 8,593 | |||
| Capital deployment | 1,204 | |||
| Sales and distributions (b) | (4,008 | ) | ||
| Gain recognized in finance income | (143 | ) | ||
| Closing balance September 30, 2022 | 5,646 | |||
(a) In 2021, Vinci Impacto Ret IV FIP Multiestratégia and Vinci Infra Coinvestimento I FIP - Infraestrutura were transferred to Vinci Monalisa.
(b) In 2022, Vinci Infra Transmissão FIP – Infraestrutura was transferred to Vinci Monalisa.
F-22
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
(d) Valuation inputs and relationships to fair value
The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:
| Fair value at | Valuation | Unobservable | Reasonable possible shift |
|||||
| Description | 09/30/2022 | 12/31/2021 | Technique | inputs | +/- | 2022 Gain / (Losses) | 2021 Gain / (Losses) | Possible shift in Gain and losses |
| Vinci Infra Coinvestimento I FIP – Infraestrutura (a) | - | - | Discounted cash flow | Discount rate | 0.5% / 1% | - | 559 | - |
| Vinci Infra Transmissão FIP – Infraestrutura (b) | - | 3,854 | Discounted cash flow | Discount rate | 0.5% / 1% | (277) | 703 | In 2021, lower discount rate in 50 basis points would increase fair value by R$ 1,272 and higher discount rate in 100 basis points would decrease fair value by R$ 1,411. |
| Nordeste III FIP Multiestratégia | 2,433 | 2,848 | Discounted cash flow | Discount rate | 0.5% / 1% | - | 497 | Lower discount rate in 50 basis points would increase fair value by R$ 26 (R$ 28 - 2021) and higher discount rate in 100 basis points would decrease fair value by R$ 52 (R$ 57) |
| Others | 3,213 | 1,891 | NAV Valuation | NAV | 1% / 2% | 134 | 533 | Increased NAV in 100 basis points would increase fair value by R$ 32 (R$ 19 – 2021) and lower NAV in 200 basis points would decrease fair value by R$ 64 (R$ 38 – 2021) |
(a) In 2021, Vinci Infra Coinvestimento I FIP - Infraestrutura was transferred to Vinci Monalisa.
(b) In 2022, Vinci Infra Transmissão FIP - Infraestrutura was transferred to Vinci Monalisa.
F-23
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 6 | Other assets |
| 09/30/2022 | 12/31/2021 | |||||||
| Prepayments to employees (i) | 4,654 | 638 | ||||||
| Sundry advances | 211 | 288 | ||||||
| Advances to projects in progress (ii) | 7,893 | 2,784 | ||||||
| Other prepayments | 1,095 | 365 | ||||||
| Related parties receivables (iii) | 235 | 265 | ||||||
| Guarantee deposits (iv) | 541 | 1,525 | ||||||
| Sublease receivables | 100 | 252 | ||||||
| Others | 164 | 87 | ||||||
| 14,893 | 6,204 | |||||||
| Current | 13,852 | 4,193 | ||||||
| Non-current | 1,041 | 2,011 | ||||||
| 14,893 | 6,204 | |||||||
| (i) | Refers to amounts receivable from employees. |
| (ii) | Refers to costs incurred by projects related to funds administered by Vinci, that are initially paid by the Group and subsequently reimbursed. |
| (iii) | Refers to an intercompany transaction. See note 19 for more details. |
| (iv) | Refers to the security deposit of a lease. |
F-24
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 7 | Investments
|
| (a) | Business Combination |
| (i) | Summary of acquisition |
On 16 August 2022 Vinci Soluções de Investimentos Ltda., a wholly owned subsidiary of Vinci, acquired 90% of the issued share capital of SPS Capital Gestão de Recursos Ltda (“SPS”), a leading independent alternative asset manager focused on the Special Situations segment in Brazil. The acquisition has increased the group’s asset under management on approximately R$ 2.0 billion and add a new strategy to the Group’s operation.
Details of the purchase consideration, the net assets acquired, and goodwill are as follows:
| Cash paid | 80,000 | |||
| Consideration payable | 41,962 | |||
| Contingent consideration (Earn-out) | 62,470 | |||
| Total purchase consideration | 184,432 |
The assets and liabilities recognized as a result of the acquisition are as follows:
| Cash and cash equivalents | 497 | |||
| Accounts receivable | 1,222 | |||
| Taxes recoverable | 27 | |||
| Other assets | 56 | |||
| Property and equipment | 170 | |||
| Trade payables | (24 | ) | ||
| Labor and social security obligations | (1,267 | ) | ||
| Taxes and contributions payable | (588 | ) | ||
| Management contracts | 22,049 | |||
| Net identifiable assets acquired | 22,142 | |||
| Goodwill | 162,290 | |||
| Net assets acquired | 184,432 |
Contingent Consideration (Earn-out)
In the event that certain pre-determined fundraising and incremental management fee is achieved for the years ended until December 31, 2026, an additional consideration in VINP’s Class A common shares through an earnout structure will be paid in 2027, up to a maximum number of 1.7 million shares.
F-25
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
The fair value of the contingent consideration of R$ 62,469 was estimated by calculating the present value of VINP’s Class A common shares expected to be delivered as part of the acquisition.
F-26
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (b) | Non-controlling interests (NCI) |
Set out below is summarized financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations.
| Vinci Int'l Real Estate | Vinci Asset Allocation | Vinci Holding Securitária | Total | |||||||||||||||||||||||||||||
| 09/30/2022 | 12/31/2021 | 09/30/2022 | 12/31/2021 | 09/30/2022 | 12/31/2021 | 09/30/2022 | 12/31/2021 | |||||||||||||||||||||||||
| Summarized Balance Sheet | ||||||||||||||||||||||||||||||||
| Current assets | 651 | 575 | - | - | 10,130 | - | 10,781 | 575 | ||||||||||||||||||||||||
| Current liabilities | (481 | ) | (401 | ) | (4 | ) | - | 222 | - | (263 | ) | (401 | ) | |||||||||||||||||||
| Current net assets | 170 | 174 | (4 | ) | - | 10,352 | - | 10,518 | 174 | |||||||||||||||||||||||
| Non-current assets | - | - | 601 | - | (50 | ) | - | 551 | - | |||||||||||||||||||||||
| Non-current liabilities | - | - | (647 | ) | - | - | - | (647 | ) | - | ||||||||||||||||||||||
| Non-current net assets | - | - | (46 | ) | - | (50 | ) | - | (96 | ) | - | |||||||||||||||||||||
| Net assets | 170 | 174 | (50 | ) | - | 10,302 | - | 10,422 | 174 | |||||||||||||||||||||||
| Accumulated NCI | 43 | 43 | (13 | ) | - | 1,545 | - | 1,575 | 43 | |||||||||||||||||||||||
F-27
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Summarized statement | Vinci Int'l Real Estate | Vinci Asset Allocation | Vinci Holding Securitária | Total | ||||||||||||||||||||||||||||
| of comprehensive income | 09/30/2022 | 09/30/2021 | 09/30/2022 | 09/30/2021 | 09/30/2022 | 09/30/2021 | 09/30/2022 | 09/30/2021 | ||||||||||||||||||||||||
| Revenue | 90 | 90 | - | - | - | - | 90 | 90 | ||||||||||||||||||||||||
| Profit for the period | 1 | (19 | ) | (50 | ) | - | 102 | - | 53 | (19 | ) | |||||||||||||||||||||
| Other comprehensive income | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Total comprehensive income | 1 | (19 | ) | (50 | ) | - | 102 | - | 53 | (19 | ) | |||||||||||||||||||||
| Profit allocated to NCI before dividends | - | (5 | ) | (13 | ) | - | 16 | - | 3 | (5 | ) | |||||||||||||||||||||
| Disproportionate dividends distributions | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Profit/(loss) allocated to NCI | - | (5 | ) | (13 | ) | - | 16 | - | 3 | (5 | ) | |||||||||||||||||||||
F-28
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 8 | Property and equipment |
| 09/30/2022 | ||||||||||||||||||||||||
| Furniture and fittings stuffs | Improvements in properties of third parties | Computers and peripherals - improvements | Equipaments and tools | Work of arts and others | Total | |||||||||||||||||||
| Cost | ||||||||||||||||||||||||
| At January 1, 2022 | 11,620 | 49,024 | 6,379 | 10,532 | 789 | 78,344 | ||||||||||||||||||
| Acquisitions | 104 | 142 | 468 | 76 | 48 | 839 | ||||||||||||||||||
| Assets recognized as a result of SPS acquisition | 19 | - | 148 | 3 | - | 170 | ||||||||||||||||||
| Foreign Exchange variations of property and equipment abroad | - | (663 | ) | - | (190 | ) | - | (853 | ) | |||||||||||||||
| At September 30, 2022 | 11,743 | 48,503 | 6,995 | 10,421 | 837 | 78,500 | ||||||||||||||||||
Accumulated depreciation At January 1, 2022 | (7,644 | ) | (41,389 | ) | (5,323 | ) | (9,694 | ) | - | (64,050 | ) | |||||||||||||
| Annual depreciation | (632 | ) | (1,639 | ) | (283 | ) | (150 | ) | - | (2,704 | ) | |||||||||||||
| Foreign Exchange variations of property and equipment abroad | - | 652 | - | 180 | - | 832 | ||||||||||||||||||
| At September 30, 2022 | (8,276 | ) | (42,376 | ) | (5,606 | ) | (9,664 | ) | - | (65,922 | ) | |||||||||||||
| Net book value | ||||||||||||||||||||||||
| At January 1, 2022 | 3,976 | 7,635 | 1,056 | 838 | 789 | 14,294 | ||||||||||||||||||
| At September 30, 2022 | 3,467 | 6,127 | 1,389 | 757 | 837 | 12,578 | ||||||||||||||||||
| Annual depreciation rate - % | 10 | From 10 to 20 | 20 | 10 | ||||||||||||||||||||
Extension options in office leases have not been included in the lease liability, because the Group could replace the assets without significant cost or business disruption.
F-29
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 09/30/2021 | ||||||||||||||||||||||||
| Furniture and fittings stuffs | Improvements in properties of third parties | Computers and peripherals - improvements | Equipaments and tools | Work of arts and others | Total | |||||||||||||||||||
| Cost | ||||||||||||||||||||||||
| At January 1, 2021 | 10,465 | 46,895 | 5,802 | 9,985 | 861 | 74,008 | ||||||||||||||||||
| Aquisitions | 1,144 | 634 | 577 | 76 | (72 | ) | 2,359 | |||||||||||||||||
| Foreign Exchange variations of property and equipment abroad | - | 925 | - | 265 | - | 1,190 | ||||||||||||||||||
| At September 30, 2021 | 11,609 | 48,454 | 6,379 | 10,326 | 789 | 77,557 | ||||||||||||||||||
Accumulated depreciation At January 1, 2021 | (6,795 | ) | (37,831 | ) | (5,264 | ) | (9,075 | ) | - | (58,965 | ) | |||||||||||||
| Annual depreciation | (638 | ) | (1,487 | ) | (158 | ) | (108 | ) | - | (2,391 | ) | |||||||||||||
| Foreign Exchange variations of property and equipment abroad | - | (910 | ) | - | (251 | ) | - | (1,161 | ) | |||||||||||||||
| At September 31, 2021 | (7,433 | ) | (40,228 | ) | (5,422 | ) | (9,434 | ) | - | (62,517 | ) | |||||||||||||
| Net book value | ||||||||||||||||||||||||
| At January 1, 2021 | 3,670 | 9,064 | 538 | 910 | 861 | 15,043 | ||||||||||||||||||
| At September 30, 2021 | 4,176 | 8,226 | 957 | 892 | 789 | 15,040 | ||||||||||||||||||
| Annual depreciation rate - % | 10 | From 10 to 20 | 20 | 10 | ||||||||||||||||||||
F-30
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 9 | Intangible assets |
Intangible assets include expenditures with the development of the software product for Risk System and Portfolio Allocation, whose purpose is to evaluate the risk of the funds and to allocate the clients' portfolio, and the goodwill generated by the acquisition of SPS.
Economic benefits will flow to the Group from the service fees charged to the clients for the sale of advisory services on market risks or through a service which the Vinci's managers named Wealth Management.
The Entity assesses at each reporting date whether there is an indication that an intangible asset may be impaired. If any indication exists, the Entity estimates the asset's recoverable amount. There were no indications of impairment of intangible assets for the period ended September 30, 2022 and year ended December 31, 2021.
| 09/30/2022 | ||||||||||||||||||||
| Software development | Placement Agent (a) | Goodwill (b) | Management Contracts (c) | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| At January 1, 2022 | 24,790 | - | - | - | 24,790 | |||||||||||||||
| Purchases | 1,150 | 461 | - | - | 1,611 | |||||||||||||||
| Assets recognized as a result of SPS acquisition | 162,290 | 22,049 | 184,339 | |||||||||||||||||
| Foreign exchange variation of intangible assets abroad | (54 | ) | 22 | - | - | (32 | ) | |||||||||||||
| At September 30, 2022 | 25,886 | 483 | 162,290 | 22,049 | 210,708 | |||||||||||||||
| Accumulated amortization | ||||||||||||||||||||
| At January 1, 2022 | (23,633 | ) | - | - | - | (23,633 | ) | |||||||||||||
| Annual amortization | (438 | ) | - | - | (254 | ) | (692 | ) | ||||||||||||
| Foreign exchange variation of intangible assets abroad | 275 | - | - | - | 275 | |||||||||||||||
| At September 30, 2022 | (23,796 | ) | - | - | (254 | ) | (24,050 | ) | ||||||||||||
| At January 1, 2022 | 1,157 | - | - | - | 1,157 | |||||||||||||||
| At September 30, 2022 | 2,090 | 483 | 162,290 | 21,795 | 186,658 | |||||||||||||||
| Amortization rate (per year) - % | 20 | % | (a) | (b) | (c) | |||||||||||||||
(a) Refers to amounts capitalized relating to agreements with investments placement agents relating to funds raised from foreign investor in offshore funds. These amounts are amortized based on the estimated duration of the related
F-31
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
funds. In case of an early liquidation of the funds, the amortization period is adjusted, or if there is an indication of impairment, an impairment evaluation is performed and recognized, if necessary.
(b) Goodwill has an indefinite useful life and are not subject to amortization. Goodwill will be tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.
(c) Refers to the purchase and price allocated to Fund’s Management Contracts as a result of SPS acquisition. These amounts are amortized based on the duration of the related funds.
Other assets than Goodwill are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units).
| 09/30/2021 | ||||||||
| Software development | Total | |||||||
| Cost | ||||||||
| At January 1, 2021 | 23,723 | 23,723 | ||||||
| Purchases | 175 | 175 | ||||||
| Foreign exchange variation of intangible assets abroad | 378 | 378 | ||||||
| At September 30, 2021 | 24,276 | 24,276 | ||||||
| Accumulated amortization | ||||||||
| At January 1, 2021 | (22,282 | ) | (22,282 | ) | ||||
| Annual amortization | (585 | ) | (585 | ) | ||||
| Foreign exchange variation of intangible assets abroad | (384 | ) | (384 | ) | ||||
| At September 30, 2021 | (23,251 | ) | (23,251 | ) | ||||
| At January 1, 2021 | 1,441 | 1,441 | ||||||
| At September 30, 2021 | 1,025 | 1,025 | ||||||
| Amortization rate (per year) - % | 20 | % | ||||||
F-32
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 10 | Leases |
This note provides information for leases where the Group is a lessee. The notes also provide the information of subleases agreements where the Group is a lessor, once part of the assets leased by the Group is subleased to third parties.
| (i) | Amount recognized in the balance sheet |
The balance sheet shows the following amounts relating to leases:
| 09/30/2022 | 12/31/2021 | |||||||
| Sub-lease receivable | ||||||||
| Rio de Janeiro Office - BM 336 | 3,156 | - | ||||||
| Total | 3,156 | - | ||||||
| Current | 1,500 | - | ||||||
| Non-current | 1,656 | - | ||||||
| Total | 3,156 | - | ||||||
| Right of use assets | ||||||||
| Rio de Janeiro Office - BM 336 | 53,465 | 61,907 | ||||||
| São Paulo Office – JRA | 2,501 | 4,700 | ||||||
| NY Office - Third Avenue | 1,977 | 2,722 | ||||||
| Total | 57,943 | 69,329 | ||||||
| Lease liabilities | ||||||||
| Rio de Janeiro Office - BM 336 | (69,520 | ) | (76,996 | ) | ||||
| São Paulo Office – JRA | (3,454 | ) | (5,444 | ) | ||||
| NY Office - Third Avenue | (2,284 | ) | (3,104 | ) | ||||
| Total | (75,258 | ) | (85,544 | ) | ||||
| Current | (22,293 | ) | (22,304 | ) | ||||
| Non-current | (52,965 | ) | (63,240 | ) | ||||
| Total | (75,258 | ) | (85,544 | ) | ||||
Vinci and its direct subsidiaries did not have any rent concessions or modifications on their lease contracts as a direct consequence of the Covid-19. Therefore, the amendment to IFRS 16 issued by The International Accounting Standards Board (“IASB”) does not apply to the Entity.
Additions to the right-of-use assets until September 30 2022 were R$ 825 (deductions of R$ 11,555 during 2021 financial year).
F-33
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (ii) | Amount recorded in the statement of profit or loss |
The statement of profit or loss shows the following amounts relating to leases:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Right of use assets depreciation | (8,049 | ) | (7,286 | ) | (2,571 | ) | (2,511 | ) | ||||||||
| Financial expense | (7,169 | ) | (9,328 | ) | (2,297 | ) | (3,065 | ) | ||||||||
| (15,218 | ) | (16,614 | ) | (5,048 | ) | (5,576 | ) | |||||||||
The total cash outflow for leases until September 30, 2022 was R$ 18,236 (R$ 16,158 until September 30, 2021).
The Group’s leasing activities and how these are accounted for are disclosed in the Group’s annual consolidated financial statements as of December 31, 2021.
| 11 | Accounts payable |
| 09/30/2022 | 12/31/2021 | |||||||
| Dividends payable (i) | 4,363 | 6,833 | ||||||
| Treasury shares acquisition (ii) | 372 | 1,874 | ||||||
| Rent payable – prior month expense | 1,941 | 1,887 | ||||||
| Other payables | 85 | 83 | ||||||
| 6,761 | 10,677 | |||||||
| Current | 6,761 | 10,677 | ||||||
| Non-current | - | - | ||||||
| (i) | On December 31, 2020, the partners approved a distribution of dividends for the results of the current month. Based on the balance until the available data, Vinci settled a provision for dividends payable of R$ 27,423. As of December 3, 2021, the amount of R$ 20,590 was paid, with an outstanding balance of R$ 6,833 remaining. On January 21, 2022, the amount of R$ 2,470 was paid, remaining outstanding the amount of R$ 4,363. |
| (ii) | As informed in Note 14(f), on May 6, 2021, Vinci started its share repurchase program. The shares repurchased were totally settled on October 4, 2022. |
F-34
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 12 | Labor and social security obligations |
| 09/30/2022 | 12/31/2021 | |||||||
| Profit sharing | 58,682 | 101,880 | ||||||
| Labor provisions | 9,574 | 4,419 | ||||||
| 68,256 | 106,299 | |||||||
| Current | 66,208 | 106,299 | ||||||
| Non-current | 2,048 | - | ||||||
Except for the profit sharing related to the unrealized performance fees, the accrual for profits sharing payable on December 31, 2021 was paid in January 2022. Profit sharing is calculated based on the performance review of each employee plus the area performance, in accordance with an Entity policy. Vinci Management estimated the profit sharing as of September 30, 2022 based on the management and advisory net revenue recognized and the realized performance fee up to September 30, 2022. Profit sharing will be paid in January 2023 according to Vinci internal policy and after the Management approval, which is expected to occur in the beginning of 2023.
Since the second quarter of 2022 labor provisions are being impacted by provisions and social charges related to Restricted Share Units Plan (RSUs). The non-current amount comprises the provisions and social charges for the RSUs which the vesting dates are over than 1 year. Please see note 22 for more detail.
| 13 | Taxes and contributions payable |
| 09/30/2022 | 12/31/2021 | |||||||
| Income tax | 12,052 | 14,375 | ||||||
| Social contribution | 4,161 | 5,128 | ||||||
| Social Contribution on Revenues (COFINS) | 2,005 | 2,280 | ||||||
| Social Integration Program (PIS) | 434 | 489 | ||||||
| Service tax (ISS) on billing | 601 | 1,348 | ||||||
| Withholding Income Tax (IRRF) deducted from third parties | 81 | 40 | ||||||
| Others | 140 | 102 | ||||||
| 19,474 | 23,762 | |||||||
F-35
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 14 | Loans and obligations |
| 09/30/2022 | 12/31/2021 | |||||||
| Commercial Notes (i) | 80,453 | - | ||||||
| Consideration payable (ii) | 42,486 | - | ||||||
| Contingent consideration (iii) | 62,470 | - | ||||||
| 185,409 | - | |||||||
| Current | 10,171 | - | ||||||
| Non-current | 175,238 | - | ||||||
| (i) | Commercial Notes |
On August 15, 2022, Vinci Soluções de Investimentos Ltda, a subsidiary of Vinci, issued 80,000 commercial notes in the total amount of R$ 80,000 (R$ 1,000.00 reais for each commercial note). The commercial notes will be subject to public distribution 90 days after de issuing date. The main characteristics of the financial instrument are indicated below:
Term and expiration date: 5 (five) years, ending on August 15, 2027.
Interest rate: 100% of the daily rates of interbank deposits (“DI”) plus a spread of 2.15% on annually basis.
Amortization: On semi-annually basis, beginning on February 15, 2023.
Accordingly, to the terms of the agreement, the Group is committed to present a financial covenants, on annually basis and beginning on December 31, 2022.
The following table presents the changes in the Commercial Notes up the period ended September 30, 2022:
| Face value of the notes issued | 80,000 | |||
| (-) Transaction costs | (974 | ) | ||
| Interest expense | 1,427 | |||
| Closing balance September 30, 2022 | 80,453 | |||
| Current | 10,171 | |||
| Non-current | 70,282 |
| (ii) | Consideration payable |
Accordingly, to Note 7(a), Vinci acquired SPS Capital Gestão de Recursos Ltda on August 16, 2022. As part of the deal, Vinci assumed a financial obligation to be paid in the second anniversary of the closing date. The amount as at September 30, 2022 is R$ 42,486.
| (iii) | Contingent consideration |
F-36
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
Vinci shall pay an additional consideration in VINP’s Class A shares through an earnout structure to be paid in 2027, up to a maximum number of 1.7 million shares, subject to the achievement of certain fundraising and incremental management fee revenue targets. The amount reflects the fair value of the obligation, based on the terms of the purchase agreement and how the current economic environment is likely to impact it, accordingly to Vinci’s best estimative. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.
| 15 | Equity |
| (a) | Capital |
The capital comprises 42,447,349 Class A shares and 14,446,239 Class B shares with a par value of US$ 0.00005 each.
On January 15, 2021, the individual partners of Vinci Partners Investimentos Ltda. contributed the entirety of their quotas into the Entity. In return for this contribution the Entity issued (1) new Class B common shares to Gilberto Sayão da Silva and (2) new Class A common shares to all other quotaholders of Vinci Investimentos in exchange for the quotas, in each case in a one-to-4.77 exchange for the quotas, of Vinci Investimentos contributed to the Entity, or the Contribution.
On January 28, 2021 Vinci issued 13,873,474 Class A common shares. Prior to this offering, there has been no public market for our Class A common shares. The initial public offering price per Class A common share was US$18.00, resulting in net proceeds of US$ 232,243 thousand (or R$ 1,266,926), after the deducting of underwriting discounts and commissions to Vinci Partners Ltd.
On February 8, 2021, Vinci issued additional 1,398,014 Class A common shares. The price of the additional shares was US$18.00, resulting in net proceeds of US$ 23 million (or R$ 125,448), after the deducting of underwriting discounts and commissions to Vinci Partners Ltd.
The Class A common shares have been approved for listing on the Nasdaq Global Select Market, or Nasdaq, under the symbol "VINP." Vinci has two classes of common shares: Class A common shares and our Class B common shares.
Class B common shares carry rights that are identical to the Class A common shares, except that (1) holders of Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share; (2) holders of Class B common shares have certain conversion rights; (3) holders of Class B common shares are entitled to preemptive rights in the event that additional Class A common shares are issued in order to maintain their proportional ownership interest; and (4) Class B common shares shall not be listed on any stock exchange and will not be publicly traded.
F-37
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
The Entity's shareholders as of September 30, 2022 and December 31, 2021 are presented in the table below:
| Shareholders | 12/31/2020 Quantity | Subscribed | Transferred (*) | Repurchased | 12/31/2021 Quantity | |||||||||||||||
| Gilberto Sayão da Silva (Class B) | - | - | 14,466,239 | - | 14,466,239 | |||||||||||||||
| Alessandro Monteiro Morgado Horta (Class A) | - | - | 8,226,422 | - | 8,226,422 | |||||||||||||||
| Paulo Fernando Carvalho de Oliveira (Class A) | - | - | 2,066,605 | - | 2,066,605 | |||||||||||||||
| Bruno Augusto Sacchi Zaremba (Class A) | - | - | 1,446,624 | - | 1,446,624 | |||||||||||||||
| Sergio Passos Ribeiro (Class A) | - | - | 1,239,963 | - | 1,239,963 | |||||||||||||||
| Lywal Salles Filho (Class A) | - | - | 206,661 | - | 206,661 | |||||||||||||||
| Public Float (Class A) | - | 15,271,488 | - | (758,011 | ) | 14,513,477 | ||||||||||||||
| Other Shareholders (Class A) | - | - | 13,989,586 | - | 13,989,586 | |||||||||||||||
| Treasury shares (Class A) | - | - | - | 758,011 | 758,011 | |||||||||||||||
| Total | - | 15,271,488 | 41,642,100 | - | 56,913,588 | |||||||||||||||
| Shareholders | 12/31/2021 Quantity | Subscribed | Transferred | Repurchased | 09/30/2022 Quantity | |||||||||||||||
| Gilberto Sayão da Silva (Class B) | 14,466,239 | - | - | - | 14,466,239 | |||||||||||||||
| Alessandro Monteiro Morgado Horta (Class A) | 8,226,422 | - | - | - | 8,226,422 | |||||||||||||||
| Paulo Fernando Carvalho de Oliveira (Class A) | 2,066,605 | - | - | - | 2,066,605 | |||||||||||||||
| Bruno Augusto Sacchi Zaremba (Class A) | 1,446,624 | - | - | - | 1,446,624 | |||||||||||||||
| Sergio Passos Ribeiro (Class A) | 1,239,963 | - | - | - | 1,239,963 | |||||||||||||||
| Lywal Salles Filho (Class A) | 206,661 | - | - | - | 206,661 | |||||||||||||||
| Public Float (Class A) | 14,513,477 | - | - | (796,719 | ) | 13,716,758 | ||||||||||||||
| Other Shareholders (Class A) | 13,989,586 | - | - | - | 13,989,586 | |||||||||||||||
| Treasury shares (Class A) | 758,011 | - | - | 796,719 | 1,554,730 | |||||||||||||||
| Total | 56,913,588 | - | - | - | 56,913,588 | |||||||||||||||
(*) All of the quotaholders of Vinci Partners Investimentos Ltda contributed the entirety of their quotas to Vinci Partners Investments Ltd. In return for this contribution, the Entity issued 14,466,239 new Class B common shares and 27,175,861 new Class A common shares, in each case in a one-to-4.77 exchange for the quotas of Vinci Partners Investimentos Ltda to the quotas of Vinci Partners Investments Ltd.
| (b) | Transactions costs |
Transactions costs comprises the expenses incurred by the Entity in connection with the IPO.
| (c) | Retained earnings |
Earning reserves comprises the net profit generated by the Entity which were not distributed to their shareholders or approved to be distributed by the Entity management.
F-38
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (d) | Other reserves |
Comprises the exchange variation in investments made on investees which have a functional currency other than Brazilian Reais, the Entity functional currency. When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
| (e) | Dividends |
On August 18, 2021, Vinci declared a semiannual dividend distribution of US$ 0.30 per common share to shareholders as of September 01, 2021, totalizing US$ 17,021 thousand (R$ 89,487), paid on September 16, 2021.
On November 17, 2021, Vinci declared a quarterly dividend distribution of US$ 0.16 per common share to shareholders as of December 1, 2021, totaling US$ 9,019 thousand (R$ 48,945), paid on December 16, 2021.
On February 23, 2022, Vinci declared a quarterly dividend distribution of US$ 0.20 per common share to shareholders as of March 10, 2022, totalizing US$ 11,181 thousand (R$ 56,176), paid on March 24, 2022.
On May 10, 2022, Vinci declared a quarterly dividend distribution of US$ 0.17 per common share to shareholders as of May 20, 2022, totalizing US$ 9,465 thousand (R$ 47,488), paid on June 2, 2022.
On August 11, 2022, Vinci declared a quarterly dividend distribution of US$ 0.17 per common share to shareholders as of August 23, 2022, totalizing US$ 9,425 (R$ 48,291), paid on September 9, 2022.
Once dividends are declared and approved by the board of directors, they will be paid on proportional basis to the owners of the common shares.
In 2022, dividends were paid in the amount of R$ 104,153, being R$ 70,183 to the profit earned in 2021 and the remaining amount related to the profit earned in the first quarter of 2022. In 2021, dividends were paid in the amount of R$ 255,963, being R$ 116,358 related to the net profit earned until 2020 and the remaining amount of R$ 139,605 related to the net profit for the current year.
| (f) | Treasury shares |
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within the share premium.
On May 6, 2021, the Company announced the adoption of its share repurchase program in an aggregate amount of up to R$ 85 million (the “Repurchase Program”). The Repurchase Program may be executed in compliance with Rule 10b-18 under the Exchange Act. The program shall be permitted to commence after the date it is publicly disclosed and does not have a specified expiration date. Buybacks shall be made from time-to-time in the open market and negotiated purchases. The specific prices, numbers of shares and timing of purchase transactions shall be determined by the Company from time to time in its sole discretion.
On September 14, 2021, the Company intended to benefit from the affirmative defense provided by Rule 10b5-1 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Repurchase Program previously approved comply with the requirements of Rule 10b5-1 and will be carried out exclusively by J.P. Morgan Securities LLC (“JPMS”). JPMS acts as agent on behalf of Vinci and in accordance with the following terms:
F-39
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| ● | The program is permitted to commence on October 1, 2021 and does not have a specified expiration date. |
| ● | Buybacks shall be made in compliance with Rule 10b5-1(c)(1) under the Exchange Act; |
| ● | The Repurchase Program respects the total amount of up to R$85 million, as previously approved. |
On June 16, 2022, the Company announced a share buyback plan and a share repurchase plan to buy back up to R$60.0 million of the Company's outstanding Class A common shares across both plans. These plans are approved to replace the share repurchase plans approved by our board of directors on May 6, 2021 and September 15, 2021, which expired on May 31st, 2022. The plans will commence immediately and will not have specified expiration date (other than when the R$60.0 million buyback limit is reached).
Under the share buyback plan, buybacks may be made from time-to-time in open market and negotiated purchases, effective immediately, in compliance with SEC Rule 10b-18. The specific prices, numbers of shares and timing of purchase transactions will be determined by the Company from time to time in its sole discretion. Additionally, repurchases will be carried out by the agent of the Company from time-to-time in open market and negotiated purchases, in compliance with SEC Rule 10b5-1.
From January 1, 2022, to September 30, 2022, 796,719 Class A common shares were repurchased, in the amount of R$ 47,738. In September 2022 the Company holds 1,554,730 Class A common shares in treasury.
F-40
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
(g) Basic and diluted earnings per share
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| a) Basic earning per share | 09/30/2022 | 09/30/2021 | 09/30/2022 | 09/30/2021 | ||||||||||||
| From continuing operations attributable to the ordinary equity holders of the Entity | 2.85 | 2.76 | 1.22 | 0.91 | ||||||||||||
| Total basic earning per share attributable to the ordinary equity holders of the Entity | 2.85 | 2.76 | 1.22 | 0.91 | ||||||||||||
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| b) Diluted earning per share | 09/30/2022 | 09/30/2021 | 09/30/2022 | 09/30/2021 | ||||||||||||
| From continuing operations attributable to the ordinary equity holders of the Entity | 2.81 | 2.76 | 1.20 | 0.91 | ||||||||||||
| Total basic earning per share attributable to the ordinary equity holders of the Entity | 2.81 | 2.76 | 1.20 | 0.91 | ||||||||||||
| c) Reconciliations of earnings used in calculating earnings per share/quota |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| Basic earnings per share: | 09/30/2022 | 09/30/2021 | 09/30/2022 | 09/30/2021 | ||||||||||||
| Profit attributable to the ordinary equity holders of the Entity used in calculating basic earnings per share: | ||||||||||||||||
| From continuing operations | 160,911 | 152,027 | 69,207 | 51,608 | ||||||||||||
| 160,911 | 152,027 | 69,207 | 51,608 | |||||||||||||
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| Diluted earnings per share: | 09/30/2022 | 09/30/2021 | 09/30/2022 | 09/30/2021 | ||||||||||||
| Profit from continuing operations attributable to the ordinary equity holders of the Entity | ||||||||||||||||
| Used in calculating basic earnings per share | 160,911 | 152,027 | 69,207 | 51,608 | ||||||||||||
| Used in calculating diluted earnings per share | 160,911 | 152,027 | 69,207 | 51,608 | ||||||||||||
| d) Weighted average number of shares used as the denominator | ||||||||||||||||
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
09/30/2022 | 09/30/2021 | 09/30/2022 | 09/30/2021 | |||||||||||||
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share: | 56,476,571 | 54,199,194 | 56,799,859 | 56,884,821 | ||||||||||||
| Adjustments for calculation of diluted earnings per share: | - | - | - | - | ||||||||||||
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share | 56,476,571 | 54,199,194 | 56,799,859 | 56,884,821 | ||||||||||||
F-41
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 16 | Revenue from services rendered |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Gross revenue from fund management | 290,319 | 287,021 | 101,971 | 98,884 | ||||||||||||
| Gross revenue from performance fees | 7,467 | 35,047 | 56 | 5,776 | ||||||||||||
| Gross revenue from advisory | 19,265 | 51,014 | 7,954 | 27,544 | ||||||||||||
| Gross revenue from services rendered | 317,051 | 373,082 | 109,981 | 132,204 | ||||||||||||
| In Brazil | 247,876 | 279,894 | 88,143 | 106,004 | ||||||||||||
| Abroad | 69,175 | 93,188 | 21,838 | 26,200 | ||||||||||||
| Taxes and contributions | ||||||||||||||||
| COFINS | (11,274 | ) | (11,603 | ) | (4,099 | ) | (4,211 | ) | ||||||||
| PIS | (2,446 | ) | (2,517 | ) | (889 | ) | (914 | ) | ||||||||
| ISS | (6,828 | ) | (8,694 | ) | (2,334 | ) | (3,451 | ) | ||||||||
| Net revenue from services rendered | 296,503 | 350,268 | 102,659 | 123,628 | ||||||||||||
| Net revenue from fund management | 271,861 | 269,476 | 95,361 | 92,855 | ||||||||||||
| Net revenue from performance fees | 7,042 | 34,185 | 31 | 5,610 | ||||||||||||
| Net revenue from advisory | 17,600 | 2,451 | 7,267 | (7,036 | ) | |||||||||||
F-42
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 17 | General and administrative expenses |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Personnel (a) | (47,620 | ) | (40,607 | ) | (16,407 | ) | (13,794 | ) | ||||||||
| Share-based payments (b) | (8,813 | ) | (2,656 | ) | (5,609 | ) | (1,014 | ) | ||||||||
| Profit-sharing (a) | (57,333 | ) | (74,509 | ) | (20,335 | ) | (27,792 | ) | ||||||||
| (113,766 | ) | (117,772 | ) | (42,351 | ) | (42,600 | ) | |||||||||
| Third party expenses (c) | (30,709 | ) | (26,667 | ) | (8,274 | ) | (9,033 | ) | ||||||||
| Right of use depreciation (d) | (8,049 | ) | (7,286 | ) | (2,751 | ) | (2,511 | ) | ||||||||
| Depreciation and amortization (e) | (3,183 | ) | (2,790 | ) | (1,223 | ) | (925 | ) | ||||||||
| Other operating expenses (f) | (4,515 | ) | (3,020 | ) | (2,121 | ) | (783 | ) | ||||||||
| Travel and representations | (3,281 | ) | (813 | ) | (1,469 | ) | (279 | ) | ||||||||
| Condominium expenses | (2,219 | ) | (1,993 | ) | (971 | ) | (745 | ) | ||||||||
| Payroll taxes | (1,432 | ) | (2,105 | ) | (494 | ) | (601 | ) | ||||||||
| Rental expense | (126 | ) | (437 | ) | (31 | ) | (142 | ) | ||||||||
| Telephony services | (172 | ) | (175 | ) | (54 | ) | (58 | ) | ||||||||
| Legal | (163 | ) | (84 | ) | (29 | ) | (41 | ) | ||||||||
| Office consumables | - | (1 | ) | - | - | |||||||||||
| (167,615 | ) | (163,143 | ) | (59,768 | ) | (57,718 | ) | |||||||||
(a) Personnel and profit-sharing
According to the profit-sharing program and based on Law 10,101 of December 19, 2000 and on objectives established at the beginning of each year, management estimated the payment of profit sharing in the amount of R$ 57,333 (R$ 74,509 on September 30, 2021) for the period ended September 30, 2022.
(b) Share-based payments
See note 22 for more details.
(c) Third party expenses
Third party expenses are composed for accounting, advisory, information technology, marketing, and other contracted services.
(d) Right of use depreciation
See note 10 for more details.
(e) Depreciation and amortization
The amount is mainly comprised by property and equipment depreciation.
(f) Other operating expenses
The amount is mainly comprised by office expenses, including energy, cleaning, maintenance and conservation, among others several expenses.
F-43
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 18 | Finance profit/(loss) |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Investment income (i) | 76,449 | 24,684 | 41,374 | 4,636 | ||||||||||||
| Foreign currency variation income | 2,297 | 3,583 | 211 | 2,522 | ||||||||||||
| Financial revenue on sublease agreements | 305 | 181 | 94 | 39 | ||||||||||||
| Other finance income | 420 | 75 | 113 | 13 | ||||||||||||
| Finance income | 79,471 | 28,523 | 41,792 | 7,210 | ||||||||||||
| Financial expense on lease agreements | (7,169 | ) | (9,328 | ) | (2,297 | ) | (3,065 | ) | ||||||||
| Interest expense on loans and obligations | (1,952 | ) | - | (1,952 | ) | - | ||||||||||
| Bank fees | (257 | ) | (51 | ) | (155 | ) | (13 | ) | ||||||||
| Interest and arrears | (4 | ) | (80 | ) | - | - | ||||||||||
| Investment losses (i) | (554 | ) | (10,696 | ) | - | (5,252 | ) | |||||||||
| Fines on taxes | (4 | ) | (1 | ) | - | - | ||||||||||
| Interest on taxes | - | (110 | ) | - | - | |||||||||||
| Foreign currency variation expense | (2,986 | ) | (4,053 | ) | - | (1,783 | ) | |||||||||
| Other financial expenses | - | (3 | ) | - | (3 | ) | ||||||||||
| - | - | |||||||||||||||
| Finance costs | (12,926 | ) | (24,322 | ) | (4,404 | ) | (10,116 | ) | ||||||||
| Finance profit/(loss), net | 66,545 | 4,201 | 37,388 | (2,906 | ) | |||||||||||
| (i) | Investment income and losses comprises the fair value changes on the financial instruments at fair value through profit or loss. Segregated investment income result is demonstrated below: |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Mutual funds and fixed income investments (a) | 76,587 | 23,178 | 41,355 | 4,420 | ||||||||||||
| Private equity funds | (138 | ) | 1,506 | 19 | 216 | |||||||||||
| 76,449 | 24,684 | 41,374 | 4,636 | |||||||||||||
| Mutual funds | (550 | ) | (10,649 | ) | - | (5,254 | ) | |||||||||
| Private equity funds | (4 | ) | (47 | ) | - | 2 | ||||||||||
| (554 | ) | (10,696 | ) | - | (5,252 | ) | ||||||||||
| (a) | Vinci Monalisa corresponds to most part of the Group’s investment income. |
F-44
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 19 | Income tax and social contribution |
As an exempted company incorporated in the Cayman Islands, Vinci Partners Ltd is subject to Cayman Islands laws, which currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us.
Vinci Partners Ltd subsidiaries, except for Vinci Partners Ltda, Vinci Capital Gestora Ltda and Vinci Soluções de Investimentos Ltda, are taxed based on the deemed profit.
Vinci has tax losses and negative basis resulting from previous years and deferred income tax and social contribution credits are recognized since there is expectation of future tax results for these companies. The tax credit arising from the tax loss and negative basis under the taxable profit regime on September 30, 2022 is R$ 3,807 (R$ 2,494 on December 31, 2021).
No foreign subsidiaries presented net income for taxation of income and social contribution taxes until September 30, 2022 and 2021.
The income tax and social contribution charge on the results for the period can be summarized as follows:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Current income tax | (27,820 | ) | (32,635 | ) | (8,927 | ) | (9,910 | ) | ||||||||
| Current social contribution | (10,238 | ) | (11,884 | ) | (3,462 | ) | (3,709 | ) | ||||||||
| (38,058 | ) | (44,519 | ) | (12,389 | ) | (13,619 | ) | |||||||||
| Deferred income tax | 2,679 | 3,835 | 1,068 | 2,067 | ||||||||||||
| Deferred social contribution | 857 | 1,380 | 361 | 151 | ||||||||||||
| 3,536 | 5,215 | 1,429 | 2,218 | |||||||||||||
| (34,522 | ) | (39,304 | ) | (10,960 | ) | (11,401 | ) | |||||||||
F-45
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
Deferred tax balances
| 09/30/2022 | 12/31/2021 | |||||||
| Deferred tax assets | ||||||||
| Tax losses | 4,200 | 2,494 | ||||||
| Leases | 2,020 | 2,476 | ||||||
| RSU | 892 | - | ||||||
| Interest expense on obligation for acquisition | 178 | - | ||||||
| Amortization on management Contracts | 86 | - | ||||||
| Total | 7,376 | 4,970 | ||||||
| Deferred tax liabilities | ||||||||
| Financial revenue | (866 | ) | (1,815 | ) | ||||
| Estimated revenue | (1,884 | ) | (2,107 | ) | ||||
| Leases | (42 | ) | - | |||||
| Total Income Tax | (2,792 | ) | (3,922 | ) | ||||
| Estimated revenue | (978 | ) | (1,094 | ) | ||||
| Total (Taxes and contribution) | (978 | ) | (1,094 | ) | ||||
| Total deferred tax liabilities | (3,770 | ) | (5,016 | ) | ||||
F-46
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Movements | Tax losses | Leases | RSU | Other (*) | Total | |||||||||||||||
| Deferred tax assets | ||||||||||||||||||||
| As at December 31, 2020 | 2,769 | 1,799 | - | - | 4,568 | |||||||||||||||
| to profit and loss | (275 | ) | 677 | - | - | 402 | ||||||||||||||
| As at December 31, 2021 | 2,494 | 2,476 | - | - | 4,970 | |||||||||||||||
| to profit and loss | 1,706 | (456 | ) | 892 | 264 | 2,406 | ||||||||||||||
| As at September 30, 2022 | 4,200 | 2,020 | 892 | 264 | 7,376 | |||||||||||||||
(*) Comprises deferred taxes related to interest expense on obligation for ownership acquisition and amortization on management Contracts
| Movements | Financial Revenue | Estimated Revenue | Leases | Total | ||||||||||||
| Deferred tax liabilities | ||||||||||||||||
| As at December 31, 2020 | (7,842 | ) | (4,554 | ) | (224 | ) | (12,620 | ) | ||||||||
| to profit and loss | 6,027 | 1,353 | 224 | 7,604 | ||||||||||||
| As at December 31, 2021 | (1,815 | ) | (3,201 | ) | - | (5,016 | ) | |||||||||
| to profit and loss | 949 | 339 | (42 | ) | 1,246 | |||||||||||
| As at September 30, 2022 | (866 | ) | (2,862 | ) | (42 | ) | (3,770 | ) | ||||||||
F-47
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (a) | Tax effective rate |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Profit (loss) before income taxes | 195,433 | 191,326 | 80,279 | 63,004 | ||||||||||||
| Combined statutory income taxes rate - % | 34 | % | 34 | % | 34 | % | 34 | % | ||||||||
| Income tax benefit (expense) at statutory rates | (66,447 | ) | (65,051 | ) | (27,295 | ) | (21,422 | ) | ||||||||
| Reconciliation adjustments: | ||||||||||||||||
| Expenses not deductible | (55 | ) | (62 | ) | (28 | ) | (6 | ) | ||||||||
| Tax benefits | 97 | 380 | 32 | 333 | ||||||||||||
| Share based payments | (227 | ) | (269 | ) | (71 | ) | (103 | ) | ||||||||
| Effect of presumed profit of subsidiaries (i) and offshore subsidiaries | 32,123 | 25,690 | 16,458 | 9,859 | ||||||||||||
| Other additions (exclusions), net | (13 | ) | 8 | (168 | ) | (62 | ) | |||||||||
| Income taxes expenses | ||||||||||||||||
| Current | (38,058 | ) | (44,519 | ) | (12,501 | ) | (13,619 | ) | ||||||||
| Deferred | 3,536 | 5,215 | 1,429 | 2,218 | ||||||||||||
| (34,522 | ) | (39,304 | ) | (11,072 | ) | (11,401 | ) | |||||||||
| Effective rate | 18 | % | 21 | % | 14 | % | 18 | % | ||||||||
| (i) | Brazilian tax law establishes that companies that generate gross revenues of up to R$ 78,000 in the prior fiscal year may calculate income taxes as a percentage of gross revenue, using the presumed profit income tax regime. The Entity's subsidiaries adopted this tax regime and the effect of the presumed profit of subsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied to the taxable profit of the subsidiaries. |
F-48
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 20 | Related parties |
| (a) | Key management remuneration |
The total remuneration (salaries and benefits) of key management personnel, including the Executive Committee, amounted to R$ 5,609 for the nine months period ended September 30, 2022 (September 30, 2021 - R$ 4,407).
Accordingly to Vinci internal policy, the key management is entitled to receive a profit-sharing compensation, which is paid annually in January of the next year, after the Management approval. As informed in Note 12, Vinci accrued a provision for profit sharing for the Group as of September 30, 2022.
| (b) | Receivables from related parties |
The Entity receivables from related parties as of September 30, 2022 and December 31, 2021, as shown in the table below:
| 09/30/2022 | 12/31/2021 | |||||||
| Telecom Investimentos S.A. | - | 80 | ||||||
| Vinci Infra Investimentos V2I S.A. | 76 | 64 | ||||||
| Maranello Empreend. e Participações S.A. | 1 | 1 | ||||||
| Cagliari Participações S.A. | 4 | 4 | ||||||
| Accadia Participações AS | 86 | 75 | ||||||
| Norcia Participações SA | 53 | 39 | ||||||
| Personal Care Participações SA | - | 1 | ||||||
| Mental Health Participacões SA | - | 1 | ||||||
| Laguna Participações S.A. | 11 | - | ||||||
| VFDL 4 Empreendimentos Imobiliários LTDA | 3 | - | ||||||
| Vias Participações I S.A. | 1 | |||||||
| 235 | 265 | |||||||
| (c) | Prepayments to employees |
As presented in note 6(i), Vinci may advance payments to its employees.
| 21 | Segment reporting |
The Entity's reportable segments are those business units which provide different services and are separately managed since each business demands different market strategies.
The main information used by management for assessment of the performance of each segment is the profit by segment for the analysis of the return of these investments.
The information on assets and liabilities by segment is not disclosed in these financial statements because it is not used by management when managing segments. Management does not make an analysis by geographical areas for the management of the Entity's business.
Segments are independently managed, with professionals specifically skilled allocated in each segment.
The Entity's operations are segmented according to the organization and management model approved by management, and they are divided as follows:
F-49
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
Private Market Strategies
Comprises the investments in illiquid funds, as described below:
| (i) | Private Equity |
The private equity segment has a generalist and control-oriented approach, focusing on growth and turnaround. The primary strategy is value creation pursuing transformation of invested companies, with changes in the growth of revenue, productivity, profitability and management profile, using a proprietary methodology ("Value from the Core").
Another strategy of the segment is focused on sectors resilient to different investment cycles and minority holdings in small and medium enterprises with business models that exhibit high growth potential and clear, mensurable ESG (Environmental, Social and Governance) goals.
| (ii) | Real Estate |
The Real Estate Investment Funds segment are focused on shopping centers, logistics, offices, urban real estate and funds of funds, and seek to achieve differentiated returns through an active management of a diversified and quality portfolio. The segment’s objective is also the development of real estate properties, following up to five key steps: origination of opportunities, analysis, execution, monitoring and asset sale.
| (iii) | Infrastructure |
The infrastructure segment has exposure to real assets through equity and debt instruments, with active in the following sub-segments: power, oil & gas, transportation & logistic and water & sewage. The strategy invests across two sub-strategies: sector-focused funds and structured credit. The fund’s investments are periodically monitored, including the evolution of ESG metrics, financial and operational metrics.
| (iv) | Credit |
This credit segment is focused on fundamental credit analysis, consistency, and long-term value creation to investors. The area dynamic approach is to tactically allocate capital between assets classes and adapt to different cycles. It is also sourcing of credit instruments with resilient structures and sound collateral packages. The credit strategy invests include for core sub-strategies: infrastructure debt, real estate debt, structured credit and exclusive mandates, following four key steps: origination, analysis, structuring and monitoring.
| (v) | Special situations (Vinci SPS) |
This Special situation segment is focused in complex situations in which financial and human capital are employed to generate superior returns, maintaining adequate risk levels and preserving the interests of all parties involved.
Liquid Strategies
This segment seeks return through operations in public markets, as trading bonds, public stocks and derivatives, among other assets. It is comprised by the investments in liquid funds, as described below:
F-50
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (i) | Hedge Funds |
The hedge fund segment manages funds through Brazilian and international financial instruments such as stock, credit, interest, foreign exchange and commodities. Monitoring and risk control are based on different techniques such as: use of options for high conviction trades, monitoring liquidity conditions for each position, VaR monitoring, scenarios simulations (including stress test), stop loss rules on individual positions and on the portfolio level.
| (ii) | Public equities |
The public equities segment manages long-term positions based on fundamental analysis of Brazilian publicly traded companies. The mains strategy is through absolute return, dividends, and small caps.
Investment products and solutions
Investment products and solutions segments offer financial products on an open platform basis providing portfolio and management services considering medium/long term risk allocation. The strategy aims to provide an advanced investment strategy with alpha generation according to the clients’ targets. The strategy is divided in four sub-strategies: separate exclusive mandates, commingled funds, international allocation and pension plans.
Financial advisory services
The financial advisory services objective is including high value-added to financial and strategic advisory services to entrepreneurs, corporate senior management teams and boards of directors, focusing primarily on IPO advisory and M&A transactions for Brazilian middle-market companies. The financial advisory services team serves as trusted advisors to clients targeting local and/or product expertise in the Brazilian marketplace.
Vinci retirement services
The retirement services focus on planning and building long-term investment portfolios that assist investors to achieve their retirement goals.
F-51
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Nine-month period ended 09/30/2022 | ||||||||||||||||||||||||||||
| Private Market Strategies | Liquid Strategies | Investment Products and solutions | Financial Advisory | Vinci Retirement Services | Corporate Center | Total | ||||||||||||||||||||||
| In Brazil | 103,560 | 65,856 | 60,641 | 17,819 | - | - | 247,876 | |||||||||||||||||||||
| Abroad | 53,080 | 5,022 | 11,073 | - | - | - | 69,175 | |||||||||||||||||||||
| Gross revenue from services rendered | 156,640 | 70,878 | 71,714 | 17,819 | - | - | 317,051 | |||||||||||||||||||||
| Fund Advisory fee | 1,422 | - | 24 | 17,819 | - | - | 19,265 | |||||||||||||||||||||
| Fund Management fee | 155,433 | 65,682 | 69,204 | - | - | - | 290,319 | |||||||||||||||||||||
| Fund Performance fee | (215 | ) | 5,196 | 2,486 | - | - | - | 7,467 | ||||||||||||||||||||
| Taxes and contributions | (8,176 | ) | (4,326 | ) | (6,505 | ) | (1,541 | ) | - | - | (20,548 | ) | ||||||||||||||||
| Net revenue from services rendered | 148,464 | 66,552 | 65,209 | 16,278 | - | - | 296,503 | |||||||||||||||||||||
| (-) General and administrative expenses | (31,462 | ) | (14,867 | ) | (12,447 | ) | (4,460 | ) | (4,403 | ) | (91,163 | ) | (158,802 | ) | ||||||||||||||
| Share-based payments | (877 | ) | (175 | ) | (315 | ) | - | - | (7,446 | ) | (8,813 | ) | ||||||||||||||||
| Operating profit | 116,125 | 51,510 | 52,447 | 11,818 | (4,403 | ) | (98,609 | ) | 128,888 | |||||||||||||||||||
| Finance income | 98,896 | |||||||||||||||||||||||||||
| Finance cost | (32,351 | ) | ||||||||||||||||||||||||||
| Finance result, net | 66,545 | |||||||||||||||||||||||||||
| Profit before income taxes | 195,433 | |||||||||||||||||||||||||||
| Income taxes | (34,522 | ) | ||||||||||||||||||||||||||
| Profit for the period | 160,911 | |||||||||||||||||||||||||||
F-52
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Three-month period ended 09/30/2022 | ||||||||||||||||||||||||||||
| Private Market Strategies | Liquid Strategies | Investment Products and solutions | Financial Advisory | Vinci Retirement Services | Corporate Center | Total | ||||||||||||||||||||||
| In Brazil | 36,833 | 22,046 | 21,930 | 7,334 | - | - | 88,143 | |||||||||||||||||||||
| Abroad | 16,948 | 1,599 | 3,291 | - | - | - | 21,838 | |||||||||||||||||||||
| Gross revenue from services rendered | 53,781 | 23,645 | 25,221 | 7,334 | - | - | 109,981 | |||||||||||||||||||||
| Fund Advisory fee | 612 | - | 8 | 7,334 | - | - | 7,954 | |||||||||||||||||||||
| Fund Management fee | 55,882 | 22,187 | 23,902 | - | - | - | 101,971 | |||||||||||||||||||||
| Fund Performance fee | (2,713 | ) | 1,458 | 1,311 | - | - | - | 56 | ||||||||||||||||||||
| Taxes and contributions | (2,831 | ) | (1,501 | ) | (2,356 | ) | (634 | ) | - | - | (7,322 | ) | ||||||||||||||||
| Net revenue from services rendered | 50,950 | 22,144 | 22,865 | 6,700 | - | - | 102,659 | |||||||||||||||||||||
| (-) General and administrative expenses | (11,065 | ) | (4,171 | ) | (2,962 | ) | (1,433 | ) | (1,349 | ) | (33,179 | ) | (54,159 | ) | ||||||||||||||
| Share-based payments | (275 | ) | (54 | ) | (98 | ) | - | - | (5,182 | ) | (5,609 | ) | ||||||||||||||||
| Operating profit | 39,610 | 17,919 | 19,805 | 5,267 | (1,349 | ) | (38,361 | ) | 42,891 | |||||||||||||||||||
| Finance income | 44,704 | |||||||||||||||||||||||||||
| Finance cost | (7,316 | ) | ||||||||||||||||||||||||||
| Finance result, net | 37,388 | |||||||||||||||||||||||||||
| Profit before income taxes | 80,279 | |||||||||||||||||||||||||||
| Income taxes | (11,072 | ) | ||||||||||||||||||||||||||
| Profit for the period | 69,207 | |||||||||||||||||||||||||||
F-53
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Nine-month period ended 09/30/2021 | ||||||||||||||||||||||||
| Private Market Strategies | Liquid Strategies | Investment Products and solutions | Financial Advisory | Corporate Center | Total | |||||||||||||||||||
| In Brazil | 101,635 | 76,054 | 55,580 | 46,625 | - | 279,894 | ||||||||||||||||||
| Abroad | 59,165 | 7,437 | 26,586 | - | - | 93,188 | ||||||||||||||||||
| Gross revenue from services rendered | 160,800 | 83,491 | 82,166 | 46,625 | - | 373,082 | ||||||||||||||||||
| Fund Advisory fee | 4,338 | - | 51 | 46,625 | - | 51,014 | ||||||||||||||||||
| Fund Management fee | 153,056 | 72,896 | 61,069 | - | - | 287,021 | ||||||||||||||||||
| Fund Performance fee | 3,406 | 10,595 | 21,046 | - | - | 35,047 | ||||||||||||||||||
| Taxes and contributions | (8,571 | ) | (7,066 | ) | (3,144 | ) | (4,033 | ) | - | (22,814 | ) | |||||||||||||
| Net revenue from services rendered | 152,229 | 76,425 | 79,022 | 42,592 | - | 350,268 | ||||||||||||||||||
| (-) General and administrative expenses | (31,506 | ) | (19,267 | ) | (18,571 | ) | (8,885 | ) | (84,914 | ) | (163,143 | ) | ||||||||||||
| Operating profit | 120,723 | 57,158 | 60,451 | 33,707 | (84,914 | ) | 187,125 | |||||||||||||||||
| Finance income | 28,523 | |||||||||||||||||||||||
| Finance cost | (24,322 | ) | ||||||||||||||||||||||
| Finance result, net | 4,201 | |||||||||||||||||||||||
| Profit before income taxes | 191,326 | |||||||||||||||||||||||
| Income taxes | (39,304 | ) | ||||||||||||||||||||||
| Profit for the period | 152,022 | |||||||||||||||||||||||
F-54
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Three-month period ended 09/30/2021 | ||||||||||||||||||||||||
| Private Market Strategies | Liquid Strategies | Investment Products and solutions | Financial Advisory | Corporate Center | Total | |||||||||||||||||||
| In Brazil | 34,859 | 25,297 | 19,212 | 26,636 | - | 106,004 | ||||||||||||||||||
| Abroad | 18,801 | 2,047 | 5,352 | - | - | 26,200 | ||||||||||||||||||
| Gross revenue from services rendered | 53,660 | 27,344 | 24,564 | 26,636 | - | 132,204 | ||||||||||||||||||
| Fund Advisory fee | 900 | - | 8 | 26,636 | - | 27,544 | ||||||||||||||||||
| Fund Management fee | 51,741 | 25,617 | 21,526 | - | - | 98,884 | ||||||||||||||||||
| Fund Performance fee | 1,019 | 1,727 | 3,030 | - | - | 5,776 | ||||||||||||||||||
| Taxes and contributions | (2,818 | ) | (2,382 | ) | (1,072 | ) | (2,304 | ) | - | (8,576 | ) | |||||||||||||
| Net revenue from services rendered | 50,842 | 24,962 | 23,492 | 24,332 | - | 123,628 | ||||||||||||||||||
| (-) General and administrative expenses | (12,412 | ) | (6,544 | ) | (5,353 | ) | (3,138 | ) | (30,271 | ) | (57,718 | ) | ||||||||||||
| Operating profit | 38,430 | 18,418 | 18,139 | 21,194 | (30,271 | ) | 65,910 | |||||||||||||||||
| Finance income | 7,210 | |||||||||||||||||||||||
| Finance cost | (10,116 | ) | ||||||||||||||||||||||
| Finance result, net | (2,906 | ) | ||||||||||||||||||||||
| Profit before income taxes | 63,004 | |||||||||||||||||||||||
| Income taxes | (11,401 | ) | ||||||||||||||||||||||
| Profit for the period | 51,603 | |||||||||||||||||||||||
F-55
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 22 | Legal Claims |
As of September 30, 2022, and December 31, 2021, the Entity is not aware of disputes classified as probable chance of loss.
Find below the disputes classified as possible chance of loss segregated into labor, tax and civil.
| 09/30/2022 | 12/31/2021 | |||||||
| Tax | 19,441 | 18,753 | ||||||
| Civil | - | - | ||||||
| Labor | 1,983 | 1,817 | ||||||
| Total | 21,394 | 20,569 | ||||||
Tax Claims
Vinci Gestora is a party to a tax administrative proceeding in course arising from the payment of social security contributions (employer's portion and Work Accident Insurance (SAT) in 2011, charged on amounts paid by virtue of quota of profits and results, totaling R$ 3,326.
On March 21, 2018, the Brazilian federal revenue opened an act of infraction against Vinci Equities for the collection of open debts of IRPJ, CSLL, PIS and COFINS in the amount of R$ 16,085 for the calendar year of 2013.
| 23 | Share-based payments |
The Entity provides benefits to its employees through a share-based incentive. The following item refers to the outstanding plan on September 30, 2022.
Stock Options
On May 6, 2021, the Entity launched a Stock Option Plan (“SOP” or “Plan”) in order to grant stock options to certain key employees (“Participants”) to incentivize and reward such individuals. These awards are scheduled to vest over a three-year period and the holders of vested options are entitled to purchase shares at the market price of the shares at grant date. This right may be subject to certain conditions to be imposed by the Entity and aims at aligning the interests of the Entity's shareholders with those of the Participants. Each option will entitle the Participant to acquire 1 Class A common shares issued by the Company. The key terms and conditions related to the grants under the SOP are as follows:
| # Tranche | Period in months when options will become potentially suitable for exercise (“Grace Period”) | Limit per tranche | |
| (percentage of the number of options granted) | (quantity of the number of options granted) | ||
| 1st tranche | 12 | 20% | 332,498 |
| 2nd tranche | 24 | 20% | 332,498 |
| 3rd tranche | 36 | 60% | 997,485 |
F-56
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
The fair value of each stock option granted was estimated at the grant date based on the Black-Scholes-Merton pricing model.
| Dividend yield (%) | 5 |
| Expected volatility (%) | 35 |
| Risk-free rate of return (%) | 0.40 |
| Vesting period of options (years) | 3 |
| Strike price | US$ 18.00 |
| Spot price | US$ 11.22 |
| Pricing model | Black-Scholes-Merton |
The initial date of Grace Period for the options granted was February 1st, 2021, the Company’s Initial Public Offer settlement day. The Participant will have the right to exercise their vested options from the third anniversary of the date of execution of the program up to 1 year, after which the referred options will be automatically forfeited, in full, regardless of prior notice or notification, and without the right to any indemnity. No Participant will have any of the rights and privileges of the Company's shareholders until the options are duly exercised and the shares under the options are acquired by the Participant.
The issue or purchase price of the shares to be subscribed or purchased by the Participants (“Exercise Price”) will be US$18.00. The Exercise Price will be reduced by the amount in dollars per share distributed to its shareholders from the date of execution of this Plan, whether as dividends, interest on equity, redemption, capital reduction or other events defined by the Board of Directors.
The maximum number of shares available for the exercise of options under this plan is limited to 5% of the total share capital of the Company at any time, on a fully diluted basis, taking into account also the options granted under this Plan.
As of September 30, 2022, there are stock options outstanding with respect to 1,617,549 Class A common shares (1,662,481 as of December 31, 2022).
The total expense recognized for the programs for the nine-month period ended September 30, 2022 was R$ 1,947 (R$ 2,656 for the nine-month period ended September 30, 2021).
Restricted Share Unit (RSU)
| a) | Restricted Shares Units Plan |
On April 04, 2022, the Entity announced its Restricted Share Unit Award Plan (“Plan”). The purpose of this Plan is to provide the opportunity for officers and employees of Vinci and its Subsidiaries, as elected by the Executive Compensation Committee, to receive restricted Shares (“RSU”). Shares representing up to 1.65% of the total amount of the capital stock of the Company, which equals, on this date, approximately 950.000 shares.
Under the Plan, stocks are awarded to the recipient upon their grant date. Subject to the terms of the Plan, each RSU shall grant the beneficiary the right to receive one (1) share, subject to the satisfaction of the conditions for acquisition of the shares. The RSUs awarded to the beneficiary shall be vested in different tranches, as long as the service condition is fulfilled and verified. The vesting dates may vary from 1 to 6 years after the granted date, accordingly to the dates defined in each Restricted Share Unit Award Agreement.
If an eligible participant
ceases its relationship with the Group, within the vesting period, the rights will be forfeited, except in limited
circumstances.
| b) | Fair value of shares granted |
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model and underlying assumptions, which depends on the terms and conditions of the grant and the information available at the grant date.
The Company uses certain assumptions to determine the RSUs fair value at the granted date, including the following:
• Market value of the shares ate the granted date.
F-57
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
• Estimative of dividend yield and the US interest date for the years comprised from the granted date until the vesting dates.
These estimates also require determination of the most appropriate inputs to the valuation models including assumptions regarding the expected life of a share-based payment.
| c) | Outstanding shares granted and valuation inputs |
The total RSUs awarded during period ended September 30, 2022 was 781,881, with all of them remain outstanding on September 30, 2022.
As of September 30, 2022, total compensation expense of the plans was R$ 6,867, including R$ 2,048 of social charges provisions.
| 24 | Deferred Revenue |
In accordance with the Partnership Agreement of Vinci Private Equity and Vinci Impact and Return Offshore Funds, management fees are payable in advance semiannually on January 1 and July 1. The revenue fees are recognized monthly on a linear basis during the semester. The deferred revenue balance in September is R$16,713.
| 25 | Commitment |
The Group has capital commitments that expect to incur in cash disbursements. Unfunded commitments not recognized as liabilities in private equity investment funds on September 30, 2022 and December 31, 2021 are as follow:
| 09/30/2022 | 12/31/2021 | |||||||
| Vinci Impacto e Retorno IV Feeder B | 7,416 | 8,906 | ||||||
| Vinci Capital Partners III Feeder FIP Multiestratégia | 734 | 1,921 | ||||||
| Nordeste III FIP Multiestratégia | 1,896 | 1,913 | ||||||
| Vinci Infraestrutura Água e Saneamento FIP - IE | 22,227 | 48,727 | ||||||
| Vinci Fulwood DL FII | 47,250 | 56,000 | ||||||
| Vinci Strategic Partners FIM CP | 4,215 | 5,000 | ||||||
| Vinci Infraestrutura Transporte E Logística II FIP | 15,000 | - | ||||||
| VSP I FIP - Classe A | 33,750 | - | ||||||
| VSP I FIP - Classe B | 7,602 | - | ||||||
| Vinci Infraestrutura Transporte e Logística FIP | 5,090 | - | ||||||
| VCP IV Feeder A FIP | 350,000 | - | ||||||
| Vinci Cred Infra Institucional FI I Infra RF | 100,000 | - | ||||||
| 595,180 | 122,467 | |||||||
| 26 | Subsequent Events |
According to the Repurchase Program (Note 15(f)), from October 01, 2022 to October 31, 2022, 73,717 Class A common shares were repurchased by the Entity, in the amount of R$ 4,078.
F-58