Vinci Compass Investments Ltd 6-K, filed May 11, 2023
Vinci Compass Investments Ltd. (VINP)
About this 6-K
Vinci Compass Investments Ltd filed this 6-K on May 11, 2023.
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 May 2023
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. First Quarter 2023 Earnings Presentation |
| 99.2 | Press release dated May 11, 2023 – Vinci Partners Reports First Quarter 2023 Results |
| 99.3 | Vinci Partners Investments Ltd. Interim Financial Statements as of March 31, 2023 and For the Three-Month Period Ended March 31, 2023 and 2022 |
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: May 11, 2023
Exhibit 99.1
First Quarter 2023 Earnings Presentation May 11, 2023
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 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 . Accordingly, you should not place undue reliance on forward - looking statements . 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 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 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 available 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 constitute or 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 affiliates, 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 subsidiaries 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 useful 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 of our business that, when viewed with our International Financial Reporting Standards (“IFRS”) results, as issued by the International Accounting Standards Board, provide 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 such 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 certain 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 which 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 statements . 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 . As other companies may determine or calculate this non - GAAP financial information differently, the usefulness of these measures for comparative purposes is limited . A reconciliation of 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 Vinci Partners reports results in the first quarter, with highlight to Private Markets’ segments which continue to drive growth R$1.10 DEPS³ 1Q23 R$ 62 bn AUM¹ 1Q23 Vinci Partners ended the first quarter of 2023 with R$62 bn in AUM¹ and posted an FRE of R$0.90/share , up 10% and 14% year - over - year, respectively. Our business has proven to be profitable even in tougher macro scenarios, with increasingly amounts of free cash flow driving attractive quarterly dividend distribution to shareholders. Vinci achieved important milestones in the first quarter: 8.6 % LTM Dividend Yield 4 +6 % YoY Quarterly Dividend US$0.16 Per share +10 % YoY VRS officially launched by the end of the quarter. Fundraising efforts for the new segment will leverage Vinci's existing distribution capacities starting in the second quarter. VICC held a strong first close, anchored by local and international institutional investors. See notes and definitions at end of document In 2022 Vinci started a 18 - 24 months cycle for capital raising across Private Markets funds, raising until the end of the 1Q'23 close to R$5 billion, representing 50% of the total target fundraising. R$ 0.90 FRE/share² 1Q23 +14 % YoY VICC First Closing VRS Product Launch R$10 bn Target Fundraising R$5 bn
6 ▪ Since Vinci's IPO in 2021, our Private Markets' segment AUM has grown by over R$9 billion, a 48% overall growth. This growth was achieved through organic fundraising across all strategies of R$9.1 billion and R$2.1 billion coming from the acquisition of Vinci SPS. ▪ Our Private Markets’ segment posted Fee Related Earnings of R$31.6 million in the quarter, up 44% when compared to the 4Q’20. We should see further upside in FRE the following quarters as the fundraising for our flagship products evolves, in addition to the activation of fees for the AUM portion that is currently not charging management fees (as is the case for VICC and the remaining capital commitment of Vinci Credit Infra). ▪ Segment Distributable Earnings of R$37.5 milllion in the quarter, representing a 66% increase when compared to the 4Q’20. Private Markets Highlights AUM 1Q’23 vs. 4Q’20 ( R$bn ) FRE and Segment DE 1Q’23 vs. 4Q’20 ( R$mm ) 22 32 4Q'20 1Q'23 FRE 23 38 4Q'20 1Q'23 Segment DE +44% +66%
Financial Highlights
8 (R$ thousands, unless mentioned) 1Q'22 4Q'22 1Q'23 ∆ YoY(%) 1Q'22 LTM 1Q'23 LTM ∆ LTM (%) Net revenue from management fees 87,229 99,640 95,877 10% 366,456 380,149 4% Net revenue from advisory fees 3,674 4,394 4,468 22% 55,363 22,788 (59)% Total Fee Related Revenues 90,903 104,034 100,345 10% 421,819 402,937 (4)% Segment personnel expenses (6,549) (6,163) (7,164) 9% (23,698) (26,069) 10% Other G&A expenses (4,503) (4,977) (3,458) (23)% (18,441) (17,338) (6)% Corporate center expenses (18,761) (22,592) (22,606) 20% (79,848) (88,615) 11% Bonus compensation related to management and advisory (17,272) (18,981) (18,062) 5% (83,715) (74,108) (11)% Total Fee Related Expenses (47,085) (52,713) (51,290) 9% (205,702) (206,130) 0% FEE RELATED EARNINGS (FRE) 43,818 51,321 49,055 12% 216,117 196,807 (9)% FRE Margin (%) 48.2% 49.3% 48.9% 51.2% 48.8% FRE per share¹ (R$/share) 0.78 0.93 0.90 3.84 3.56 Net revenue from performance fees 3,172 7,558 1,963 (38)% 30,854 13,391 (57)% Performance based compensation (1,032) (3,558) (733) (29)% (11,741) (6,255) (47)% PERFORMANCE RELATED EARNINGS (PRE) 2,140 4,000 1,230 (43)% 19,113 7,136 (63)% PRE Margin (%) 67.5% 52.9% 62.7% 61.9% 53.3% ( - ) Unrealized performance fees (636) 1,683 – N/A 7,501 4,254 (43)% (+) Unrealized performance compensation 225 (593) – N/A (2,658) (1,503) (43)% (+) Realized GP investment income 2,045 7,462 5,881 188% 15,784 24,007 52% SEGMENT DISTRIBUTABLE EARNINGS 47,593 63,873 56,166 18% 255,857 230,701 (10)% Segment DE Margin (%) 49.8% 52.9% 51.9% 53.8% 51.9% (+) Depreciation and amortization 984 1,803 1,778 81% 3,962 5,780 46% (+) Realized financial income 24,996 10,235 20,089 (20)% 49,081 82,051 67% ( - ) Leasing expenses (2,472) (2,190) (2,631) 6% (11,596) (9,518) (18)% ( - ) Other financial expenses² (1,136) (3,537) (3,900) 243% (2,341) (8,482) 262% ( - ) Non - operational expenses³ (5,109) – – N/A (5,109) (1,485) N/A ( - ) Income taxes (excluding related to unrealized fees and income) (11,601) (14,392) (11,496) (1)% (51,561) (49,972) (3)% DISTRIBUTABLE EARNINGS (DE) 53,255 55,792 60,006 13% 238,294 249,075 5% DE Margin (%) 44.2% 42.6% 46.8% 45.4% 47.3% DE per share (R$/share) 4 0.95 1.01 1.10 4.23 4.52 (+) Non - operational expenses³ (including Income Tax effect) 4,437 – – N/A 5,425 – N/A ADJUSTED DISTRIBUTABLE EARNINGS 57,692 55,792 60,006 4% 242,730 250,063 3% Adjusted DE Margin (%) 47.9% 42.6% 46.8% 46.2% 47.5% Adjusted DE per share (R$/share) 1.03 1.01 1.10 4.31 4.53 First Quarter 2023 Segment Earnings (Unaudited) See notes and definitions at end of document
9 ▪ Fee - related revenues of R$100.3 million in the first quarter, up 10% year - over - year. x Management fees were R$95.9 million in the first quarter, up 10% year - over - year driven by fundraising across Private Markets’ funds and the acquisition of Vinci SPS. ▪ FRE was R$ 49 .1 (R$0.90/share) million in the 1Q’23, up 12% year - over - year on an absolute basis and 14% year - over - year on an FRE/share basis. ▪ Adjusted Distributable Earnings (“Adjusted DE”) of R$ 60 .0 million (R$1.10/share) in the quarter, up 4% year - over - year on an absolute basis and 6% year - over - year on an Adjusted DE/share basis. x Adjusted DE was R$ 250.1 million (R$ 4.53 /share) over the 1Q’23 LTM, an increase of 3% when compared to the 1Q’22 LTM. ▪ Total assets under management (“AUM”) of R$62.2 billion, up 10% year - over - year. ▪ Fee - Earning AUM (“FEAUM”) of R$58.5 billion, up 7% year - over - year. ▪ New capital subscriptions of R$ 573 million in the quarter and R$5.6 billion over the 1Q’23 LTM . ▪ Capital Return of R$ 347 million in the quarter and R$1.0 billion over the 1Q’23 LTM. ▪ Performance fee - eligible AUM (“PEAUM”) of R$35.4 billion at the end of the quarter. ▪ Net cash and investments of R$1.2 billion (R$21.20/share) at the end of the quarter. First Quarter 2023 Highlights Financial Measures Capital Metrics Capital Returned to Shareholders ▪ Quarterly dividend of US$0.16 per common share payable on June 09, 2023. ▪ Total capital used for share repurchases of R$18.0 million in the 1Q’23.
10 19 22 1 3 7 7 26 31 1Q'22 1Q'23 5-10 Years 10+ Years Perpetual or quasi-perpetual 19 25 12 10 23 24 55 58 1Q'22 1Q'23 Private Markets Liquid Strategies IP&S 21 28 12 10 23 24 57 62 1Q'22 1Q'23 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$62.2 billion, up 10% year - over - year, driven primarily by strong fundraising coming from Private Markets’ funds and the acquisition of Vinci SPS. ▪ Total Fee - Earning AUM (FEAUM) of R$58.5 billion, up 7% year - over - year. ▪ Total Long - Term AUM of R$31.3 billion in the 1Q’23, up 19% year - over - year. Long - Term AUM currently represents 50% of Vinci Partn ers’ total AUM, which translates into more predictable and recurring revenues. AUM 1Q’23 vs 1Q’22 ( R$bn ) Fee - Earning AUM 1Q’23 vs 1Q’22 ( R$bn ) Long - Term AUM¹ 1Q’23 vs 1Q’22 ( R$bn ) + 10% + 7% +19% See notes and definitions at end of document
11 35% 25% 23% 9% 8% Local Institutional HNWI Institutional Offshore Allocators & Distributors Public market vehicles 54% 21% 21% 5% 45% 39% 16% 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 54 % 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 1Q’23 Net Revenues 1Q’23 LTM See notes and definitions at end of document AUM 1Q’23
12 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 of R$155.2 million in the 1Q’23, down 7% quarter - over - quarter. ▪ The VCP strategy¹ in Private Equity accounted for R$137.5 million in accrued performance fees, or 89% of total performance fe es. ▪ Vinci Partners had, as of 1Q’23, R$12 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 first quarter of 2023, following IFRS 15 rules. The outstanding accrued performance fees balance reflects the funds' most recent mark and are not booked in the company's bal anc e sheet yet. R$155.2 mm Accrued Performance Fees (R$ 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 $ 15 . 5 million as of the end of the first quarter of 2023 booked as unrealized performance fees in the company ´ s balance sheet . Accrued performance fees shown for Private Equity funds of R $ 137 . 5 million and for the Infrastructure fund VIAS, of R $ 2 . 1 million, as of the end of the first quarter of 2023 have not been booked as unrealized performance fees in the company ´ s balance sheet . See notes and definitions at end of document
13 87 96 4 4 91 100 1Q'22 1Q'23 Management fees Advisory fees 366 380 55 23 422 403 1Q'22 LTM 1Q'23 LTM Management fees Advisory fees Fee Related Revenues Management fees remain the main contributor to revenues, accounting for 91% of total revenues over the 1Q’23 LTM ▪ Fee related revenues totaled R$100.3 million in the quarter, up 10% year - over - year, driven by the growth across Private Market s trategies over the last twelve months, as a combination of organic growth with the successful launch of new funds and inorganic growth with the acquisition of Vinci SPS. Management fee s a ccounted for R$95.9 million in the quarter, an increase of 10% year - over - year. ▪ Fee related revenues accounted for R$402.9 million over the 1Q’23 LTM, down 4% when compared to the 1Q’22 LTM, driven by stro nge r deal activity in 2021, resulting in higher advisory fees in the period. Management fees totaled R$380.1 million over the 1Q’23 LTM, an increase of 4% when compared to the 1Q'22 LTM . + 22% YoY + 10% YoY (59)% YoY + 4% YoY Fee Related Revenues 1Q’23 vs. 1Q’22 ( R$mm ) Fee Related Revenues 1Q’23 LTM vs. 1Q’22 LTM ( R$mm )
14 95 80 80 89 24 26 18 17 217 212 1Q'22 LTM 1Q'23 LTM Bonus compensation Corporate center Segment Personnel expenses Other G&A 18 19 19 23 7 7 5 3 48 52 1Q'22 1Q'23 Bonus compensation Corporate center Segment Personnel expenses Other G&A Operating Expenses ▪ Total operating expenses of R$52.0 million in the quarter, up 8% year - over - year. This increase was partially driven by a one - off expense related to our internal restructuring, following a cost efficiency orientation that ultimately will result in savings in 2023. ▪ Total operating expenses of R$212.4 million during the 1Q’23 LTM, a decrease of 2% when compared to the 1Q’22 LTM. On a compa rab le basis, total operating expenses disregarding our investments into the VRS segment over the 1Q’23 LTM, would be R$206.3 million, a decrease of 5% when compared to the 1Q’22 LT M. Total Expenses 1Q’23 LTM vs. 1Q’23 LTM ( R$mm ) (2)% +8% Total Expenses 1Q’23 vs. 1Q’22 ( R$mm )
15 190 194 28 9 (1) (6) 216 197 1Q'22 LTM 1Q'23 LTM 44 49 1 1 (1) (2) 44 49 1Q'22 1Q'23 FRE Asset Management FRE Advisory FRE VRS Fee Related Earnings (FRE) ▪ Fee Related Earnings (FRE)¹ of R$49.1 million (R$0.90/share) in the quarter, up 12% year - over - year on an absolute basis and 14% year - over - year on an FRE/share basis. The platform continues to see FRE expansion on a year - over - year basis driven by fundraising across Private Market strategies and the acquisition of Vin ci SPS. ▪ FRE of R$196.8 million (R$3.56/share) in the 1Q’23 LTM, down 9% when compared to the 1Q’22 LTM. This decrease comes primarily fr om the Financial Advisory segment, following record revenues posted in 2021. Considering only the asset management segments², FRE would be up 2% over the 1Q’23 LTM. ▪ FRE Margin was 49% for the 1Q’23, an increase of 0.7 percentage point when compared to the 1Q’22. On a comparable basis, FRE mar gin disregarding our investments into the VRS segment, would be 50%. See notes and definitions at end of document FRE per share ¹ R$0.90 R$0.78 49 % 48% R$3.56 R$3.84 49 % 51% (67)% YoY + 2% YoY Fee Related Earnings 1Q’23 vs. 1Q’22 ( R$mm ) Fee Related Earnings 1Q’23 LTM vs. 1Q’22 LTM ( R$mm ) +115% YoY + 10% YoY % FRE margin N/A N/A
16 19 7 1Q'22 LTM 1Q'23 LTM 2 1 1Q'22 1Q'23 Performance Related Earnings (PRE) ▪ Performance related earnings (PRE)¹ of R$1.2 million in the quarter, down 43% year - over - year. ▪ PRE¹ was R$7.1 million (R$0.13/share) over the 1Q’23 LTM, down 63% when compared to the 1Q’22 LTM, that posted higher contrib uti ons coming from international exclusive mandates in IP&S. Performance Related Earnings 1Q’23 vs. 1Q’22 ( R$mm ) Performance Related Earnings 1Q’23 LTM vs. 1Q’22 LTM ( R$mm ) % PRE margin 53 % 62 % PRE per share¹ R$0.04 R$0.02 R$0.34 R$0.13 See notes and definitions at end of document 63% 67 % (63)% (43)%
17 49 82 24 65 106 1Q'22 LTM 1Q'23 LTM Realized Financial Income Realized GP Investment Income 25 20 2 6 27 26 1Q'22 1Q'23 Realized Financial Income Realized GP Investment Income Realized GP Investment and Financial income ▪ Realized GP Investment¹ and Financial income² of R$26.0 million in the 1Q’23, down 4% year - over - year, driven by higher realized gains in our liquid fund’s portfolio in the 1Q’22. ▪ Realized GP Investment income of R$5.9 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$106.1 million over the 1Q’23 LTM , up 64% when compared to the 1Q’ 22 LTM, driven mostly by the hike in interest rates over the last twelve months. See notes and definitions at end of document Realized GP Investment¹ and Financial income² 1Q’23 vs 1Q’22 ( R$mm ) (4)% + 64% Realized GP Investment¹ and Financial income² 1Q’23 LTM vs 1Q’22 LTM ( R$mm )
18 243 250 1Q'22 LTM 1Q'23 LTM 58 60 1Q'22 1Q'23 Adjusted Distributable Earnings (DE) ▪ Distributable Earnings (DE)¹ of R$60.0 million (R$1.10/share) in the quarter, up 4% year - over - year on an absolute basis and 6% y ear - over - year on an Adjusted DE/share basis, pushed by Private Markets’ fundraising cycle and Vinci SPS’s acquisition. ▪ DE margin for the quarter was 47%, down 1.1 percentage points when compared to the 1Q’22. Adjusted DE margin was 47% in the 1 Q’2 3 LTM, an increase of 1.3 percentage points compared to the 1Q’22 LTM. ▪ Adjusted DE was R$250.1 million (R$4.53/share) in the 1Q’23 LTM, up 3% when compared to the 1Q’22 LTM. Adjusted Distributable Earnings (DE) 1Q’23 vs. 1Q’22 ( R$mm ) Adjusted Distributable Earnings (DE) 1Q’23 LTM vs. 1Q’22 LTM ( R$mm ) Adjusted DE per share² + 4% % Adjusted DE margin R$1.03 R$1.10 + 3% 47 % 46% R$4.31 R$4.53 See notes and definitions at end of document 47 % 48%
19 22.87 21.20 4Q'22 1Q'23 Net Cash and Investments per share 4 (R$/share) Share Repurchase Activity (in R$ million, unless mentioned) 4Q'22 1Q'23 Total Shares Repurchased (number of shares) 278,122 367,036 Total Capital Used for Share Repurchases 14.7 18.0 Remaining Share Repurchase Plan Authorization 29.8 71.8 Average Price Paid Per Share (US$) 10.0 9.4 (in R$ millions, unless mentioned) 4Q'22 1Q'23 Cash and cash equivalents¹ 136.6 101.2 Investments 1,249.7 1,183.5 Liquid funds² 911.7 873.1 GP Fund Investments³ 338.0 310.4 Debt Obligations 4 (126.8) (124.8) Net Cash and Investments 1,259.5 1,160.0 Net Cash and Investments per share 5 (R$/share) 22.87 21.20 Balance Sheet Highlights ▪ As of March 31, 2023, Vinci Partners had R$1.2 billion (R$21.20/share) in total net cash and investments, that comprise cash, ca sh equivalents and investments (liquid funds and GP fund investments at fair value) net of debt obligations. ▪ Vinci Partners repurchased 367,036 shares in the quarter with an average share price of US$9.40. As of March 31, 2023, the co mpa ny had R$71.8 million remaining in its current authorized share repurchase plan. See notes and definitions at end of document
20 369 307 216 100 50 25 1,068 2,461 1Q'23 2028e Private Equity REITs Infrastructure Credit IP&S Public Equities GP Commitment Update ▪ By the end of the first quarter, Vinci had committed approximately R$1.1 billion to Private Market funds. These commitments w ork as seed investments in our new funds, to leverage fundraising efforts and drive future FRE growth for the platform. ▪ Investments made in proprietary Private Market products target a blended average net IRR of close to 20% considering our curr ent allocation, or an expected net MoC over invested capital of 2.3x. ▪ Of the R$1.1 billion in commitments made so far, close to R$360 million were called by the funds by the end of third quarter. Un called capital remains mostly allocated toward fixed income instruments and are expected to be called by the funds over the next 4 - 5 years. Once these private market funds that rece ived seed capital start their divestment activity, returned capital to the platform will contribute to Distributable Earnings results. 2.3 x MoC GP Investments ( R$mm ) See notes and definitions at end of document
Segment Highlights
22 57% 18% 20% 4% Financials by segment ▪ Fee Related Earnings (FRE), disregarding Vinci Retirement Services segment, were R$202.9 million over the 1Q’23 LTM, with 57% of FRE coming from Private Markets, followed by IP&S accounting for 20%, Liquid Strategies for 18% and Financial Advisory for 4%. ▪ Segment Distributable Earnings, disregarding Vinci Retirement Services segment, were R$236.8 million over the 1Q’23 LTM, with 61 % coming from Private Markets’ strategies, followed by IP&S accounting for 18%, Liquid Strategies for 17% and Financial Advisory for 4%. Segment Distributable Earnings 1Q’23 LTM by Segment Fee Related Earnings (FRE) 1Q’23 LTM by Segment R$203 mm R$237 mm 61% 17% 18% 4% Private Markets Liquid Strategies IP&S Financial Advisory
23 Private Equity 48% Real Estate 18% Credit 18% Vinci SPS 8% Infrastructure 8% Private Markets' AUM (R$ thousands, unless mentioned) 1Q'22 4Q'22 1Q'23 ∆ YoY (%) 1Q'22 LTM 1Q'23 LTM ∆ LTM (%) Net revenue from management fees 46,759 59,699 58,432 25% 194,661 218,734 12% Net revenue from advisory fees 467 1,756 275 (41)% 5,615 2,865 (49)% Total Fee Related Revenues 47,226 61,455 58,706 24% 200,276 221,598 11% Segment personnel expenses (2,736) (3,050) (3,509) 28% (10,869) (12,630) 16% Other G&A expenses (2,755) (2,194) (1,438) (48)% (11,803) (8,592) (27)% Corporate center expenses (9,554) (12,790) (13,018) 36% (37,426) (47,922) 28% Bonus compensation related to management and advisory (7,307) (9,756) (9,111) 25% (33,338) (35,955) 8% Total Fee Related Expenses (22,352) (27,790) (27,076) 21% (93,436) (105,100) 12% FEE RELATED EARNINGS (FRE) 24,874 33,664 31,630 27% 106,840 116,499 9% FRE Margin (%) 52.7% 54.8% 53.9% 53.3% 52.6% Net revenue from performance fees 640 3,660 7 (99)% 5,162 2,826 (45)% Realized performance fees 4 5,343 7 83% 12,663 7,080 (44)% Unrealized performance fees 636 (1,683) – (100)% (7,501) (4,254) (43)% Performance based compensation (226) (1,459) (3) (99)% (1,611) (1,165) (28)% PERFORMANCE RELATED EARNINGS (PRE) 414 2,201 5 (99)% 3,550 1,661 (53)% PRE Margin (%) 64.7% 60.1% 64.6% 68.8% 58.8% ( - ) Unrealized performance fees (636) 1,683 – (100)% 7,501 4,254 (43)% (+) Unrealized performance compensation 225 (593) – (100)% (2,658) (1,503) (43)% (+) Realized GP investment income 2,045 7,462 5,881 188% 15,784 24,007 52% SEGMENT DISTRIBUTABLE EARNINGS 26,922 44,418 37,516 39% 131,018 144,918 11% Segment DE Margin (%) 54.6% 64.5% 58.1% 60.6% 59.0% ASSETS UNDER MANAGEMENT (AUM R$millions) 21,041 28,685 28,198 34% 21,041 28,198 34% FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$ millions) 19,192 25,259 24,825 29% 19,192 24,825 29% AVERAGE MANAGEMENT FEE RATE (%) 0.92% 0.90% 0.87% 0.96% 0.88% FULL TIME EMPLOYEES 50 65 61 22% 50 61 22% Private Markets R$28 bn AUM ▪ Fee related earnings (FRE) of R$31.6 million in the quarter, up 27% year - over - year, driven by a combination of the strong fundra ising over the last twelve months and the acquisition of Vinci SPS. ▪ FRE was R$116.5 million over the 1Q’23 LTM, an increase of 9% when compared to the 1Q’22 LTM. ▪ Segment Distributable Earnings of R$37.5 million in the quarter, up 39% year - over - year. Segment DE was R$144.9 million over the 1Q’23 LTM, an increase of 11% when compared to the 1Q’22 LTM, boosted by a combination of growth in FRE and a higher contribution from GP investment income coming from dividend di stributions from the company's seed investments in proprietary listed REITs. ▪ Total AUM of R$28.2 billion in the quarter, an increase of 34% year - over - year, driven by strong fundraising across Private Equit y, Credit, Infrastructure and the acquisition of Vinci SPS. VICC held its first closing at the end of the 1Q’23, therefore the new capital subscriptions positively impacted AUM numbers for the current quarter and will start to have a positive effect on management fees from the second quarter onwards.
24 Public Equities 72% Hedge Funds 28% Liquid Strategies' AUM (R$ thousands, unless mentioned) 1Q'22 4Q'22 1Q'23 ∆ YoY (%) 1Q'22 LTM 1Q'23 LTM ∆ LTM (%) Net revenue from management fees 20,573 19,823 18,293 (11)% 87,376 79,045 (10)% Net revenue from advisory fees – – – N/A – – N/A Total Fee Related Revenues 20,573 19,823 18,293 (11)% 87,376 79,045 (10)% Segment personnel expenses (1,384) (1,320) (1,608) 16% (5,659) (5,720) 1% Other G&A expenses (676) (1,189) (710) 5% (2,858) (3,688) 29% Corporate center expenses (4,203) (4,247) (4,075) (3)% (17,395) (17,557) 1% Bonus compensation related to management and advisory (3,948) (4,227) (3,471) (12)% (18,559) (15,754) (15)% Total Fee Related Expenses (10,212) (10,983) (9,864) (3)% (44,471) (42,720) (4)% FEE RELATED EARNINGS (FRE) 10,361 8,840 8,429 (19)% 42,904 36,325 (15)% FRE Margin (%) 50.4% 44.6% 46.1% 49.1% 46.0% Net revenue from performance fees 2,325 2,937 1,166 (50)% 10,729 6,828 (36)% Realized performance fees 2,325 2,937 1,166 (50)% 10,729 6,828 (36)% Unrealized performance fees – – – N/A – – N/A Performance based compensation (722) (1,761) (415) (43)% (5,531) (3,377) (39)% PERFORMANCE RELATED EARNINGS (PRE) 1,603 1,176 752 (53)% 5,198 3,451 (34)% PRE Margin (%) 68.9% 40.0% 64.5% 48.4% 50.5% ( - ) Unrealized performance fees – – – N/A – – N/A (+) Unrealized performance compensation – – – N/A – – N/A SEGMENT DISTRIBUTABLE EARNINGS 11,963 10,016 9,180 (23)% 48,103 39,776 (17)% Segment DE Margin (%) 52.2% 44.0% 47.2% 49.0% 46.3% ASSETS UNDER MANAGEMENT (AUM R$millions) 12,243 10,209 9,818 (20)% 12,243 9,818 (20)% FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$ millions) 12,104 10,053 9,614 (21)% 12,104 9,614 (21)% AVERAGE MANAGEMENT FEE RATE (%) 0.74% 0.81% 0.78% 0.74% 0.81% FULL TIME EMPLOYEES 21 23 22 5% 21 22 5% R$10 bn AUM Liquid Strategies ▪ Fee related earnings (FRE) of R$8.4 million in the quarter, down 19% year - over - year. FRE was R$36.3 million over the 1Q’23 LTM, a decrease of 15% compared to the 1Q’22 LTM, driven mostly by the mark - to - market effect in liquid strategies' AUM that negatively impacted management fee revenues. ▪ Performance related earnings (PRE) of R$0.8 million in the quarter, down 53% year - over - year. PRE was R$3.5 million over the 1Q’2 3 LTM, a decrease of 34% when compared to the 1Q’22 LTM. ▪ Segment Distributable Earnings of R$9.2 million in the quarter, down 23% year - over - year, following lower contributions from perf ormance fees and FRE. Segment Distributable Earnings was R$39.8 million over the 1Q’23 LTM, a decrease of 17% when compared to the 1Q’22 LTM. ▪ AUM was R$9.8 billion in the quarter. Liquid strategies' AUM has posted resilient numbers when compared to the Brazilian land sca pe for liquid funds, having not suffered with relevant outflows. Nevertheless, liquid funds have been impacted by market - to - market effects that negatively affected Liquid strategies’ AUM.
25 Separate Mandates 67% Pension Plans 13% International 11% Commingled Funds 9% IP&S AUM (R$ thousands, unless mentioned) 1Q'22 4Q'22 1Q'23 ∆ YoY (%) 1Q'22 LTM 1Q'23 LTM ∆ LTM (%) Net revenue from management fees 19,897 20,119 19,152 (4)% 84,416 82,370 (2)% Net revenue from advisory fees 7 7 7 7% 42 29 (32)% Total Fee Related Revenues 19,904 20,126 19,160 (4)% 84,458 82,398 (2)% Segment personnel expenses (1,827) (987) (1,154) (37)% (5,275) (4,294) (19)% Other G&A expenses (600) (992) (862) 44% (2,226) (2,926) 31% Corporate center expenses (4,065) (4,310) (4,267) 5% (16,184) (18,364) 13% Bonus compensation related to management and advisory (4,156) (4,184) (3,859) (7)% (20,699) (15,725) (24)% Total Fee Related Expenses (10,648) (10,473) (10,142) (5)% (44,384) (41,309) (7)% FEE RELATED EARNINGS (FRE) 9,255 9,653 9,017 (3)% 40,074 41,090 3% FRE Margin (%) 46.5% 48.0% 47.1% 47.4% 49.9% Net revenue from performance fees 208 961 790 280% 14,964 3,738 (75)% Realized performance fees 208 961 790 280% 14,964 3,738 (75)% Unrealized performance fees – – – N/A – – N/A Performance based compensation (84) (338) (316) 276% (4,599) (1,712) (63)% PERFORMANCE RELATED EARNINGS (PRE) 124 623 474 283% 10,365 2,026 (80)% PRE Margin (%) 59.5% 64.8% 60.0% 69.3% 54.2% ( - ) Unrealized performance fees – – – N/A – – N/A (+) Unrealized performance compensation – – – N/A 0 – N/A SEGMENT DISTRIBUTABLE EARNINGS 9,379 10,276 9,491 1% 50,439 43,116 (15)% Segment DE Margin (%) 46.6% 48.7% 47.6% 50.7% 50.1% ASSETS UNDER MANAGEMENT (AUM R$millions) 23,394 24,187 24,216 4% 23,394 24,216 4% FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$ millions) 23,258 24,085 24,050 3% 23,258 24,050 3% AVERAGE MANAGEMENT FEE RATE (%) 0.37% 0.36% 0.35% 0.39% 0.37% FULL TIME EMPLOYEES 14 15 13 (7)% 14 13 (7)% Investment Products & Solutions ▪ Fee related earnings (FRE) of R$9.0 million in the quarter, down 3% year - over - year. FRE was R$41.1 million over the 1Q’23 LTM, a n increase of 3% when compared to the 1Q’22 LTM. ▪ Performance related earnings (PRE) of R$0.5 million, up 283% year - over - year. PRE over the 1Q’23 LTM was R$2.0 million, a decreas e of 80% when compared to the 1Q’22 LTM, following a strong year for international exclusive mandates in 2021. ▪ Segment Distributable Earnings of R$9.5 million in the quarter, up 1% year - over - year. Segment DE was R$43.1 million over the 1Q’ 23 LTM, a decrease of 15% when compared to the 1Q’22 LTM, that posted higher contribution from PRE. ▪ Total AUM of R$24.2 billion, up 4% year - over - year. R$24 bn AUM
26 Financial Advisory ▪ Fee related earnings (FRE) of R$1.5 million in the quarter, up 115% year - over - year. ▪ FRE was R$9.0 million over the 1Q’23 LTM, a decrease of 67% when compared to the 1Q’22 LTM, due to a stronger deal environmen t i n 2021. ▪ Segment Distributable Earnings over the 1Q’23 LTM were R$9.0 million, a decrease of 67% year - over - year when compared to the 1Q’2 2 LTM. (R$ thousands, unless mentioned) 1Q'22 4Q'22 1Q'23 ∆ YoY (%) 1Q'22 LTM 1Q'23 LTM ∆ LTM (%) Net revenue from management fees – – – N/A – – N/A Net revenue from advisory fees 3,201 2,630 4,186 31% 49,707 19,893 (60)% Total Fee Related Revenues 3,201 2,630 4,186 31% 49,707 19,893 (60)% Segment personnel expenses (505) (472) (471) (7)% (1,798) (1,975) 10% Other G&A expenses (209) (87) (74) (65)% (1,291) (408) (68)% Corporate center expenses (938) (1,130) (1,130) 20% (8,843) (4,449) (50)% Bonus compensation related to management and advisory (858) (302) (1,023) 19% (10,116) (4,054) (60)% Total Fee Related Expenses (2,510) (1,991) (2,698) 7% (22,048) (10,885) (51)% FEE RELATED EARNINGS (FRE) 690 639 1,487 115% 27,659 9,008 (67)% FRE Margin (%) 21.6% 24.3% 35.5% 55.6% 45.3% SEGMENT DISTRIBUTABLE EARNINGS 690 639 1,487 115% 27,659 9,008 (67)% Segment DE Margin (%) 21.6% 24.3% 35.5% 55.6% 45.3% FULL TIME EMPLOYEES 11 10 9 (18)% 11 9 (18)%
27 (R$ thousands, unless mentioned) 1Q'22 4Q'22 1Q'23 ∆ YoY (%) 1Q'22 LTM 1Q'23 LTM ∆ LTM (%) Net revenue from management fees – – 0 N/A – 0 N/A Net revenue from advisory fees – – – N/A – – N/A Total Fee Related Revenues – – 0 N/A – 0 N/A Segment personnel expenses (97) (334) (422) 335% (97) (1,450) 1,394% Other G&A expenses (263) (515) (374) 42% (263) (1,724) 557% Corporate center expenses – (115) (115) N/A – (322) N/A Bonus compensation related to management and advisory (1,002) (513) (598) - 40% (1,002) (2,622) 162% Total Fee Related Expenses (1,362) (1,476) (1,509) 11% (1,362) (6,119) 349% FEE RELATED EARNINGS (FRE) (1,362) (1,476) (1,509) 11% (1,362) (6,119) 349% FRE Margin (%) N/A N/A N/A N/A N/A Net revenue from performance fees – – – N/A – – N/A Realized performance fees – – – N/A – – N/A Unrealized performance fees – – – N/A – – N/A Performance based compensation – – – N/A – – N/A PERFORMANCE RELATED EARNINGS (PRE) – – – N/A – – N/A PRE Margin (%) N/A N/A N/A N/A N/A ( - ) Unrealized performance fees – – – N/A – – N/A (+) Unrealized performance compensation – – – N/A – – N/A SEGMENT DISTRIBUTABLE EARNINGS (1,362) (1,476) (1,509) 11% (1,362) (6,119) 349% Segment DE Margin (%) N/A N/A N/A N/A N/A ASSETS UNDER MANAGEMENT (AUM R$millions) – – – N/A – - N/A FULL TIME EMPLOYEES 3 7 7 133% 3 7 133% Retirement Services ▪ Fee Related Earnings (FRE) of negative R$1.5 million in the quarter. FRE was negative R$6.1 million in the 1Q’23 LTM. ▪ VRS launched in the latter part of the quarter. It should start to contribute to AUM numbers and management fee revenues from th e next quarter onwards.
Supplement Details
29 AUM and Fee - Earning AUM Rollforward Assets Under Management (AUM) – R$ millions Fee - Earning Assets Under Management (FEAUM) – R$ millions For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2023 For the Twelve Months Ended March 31, 2023 For the Twelve Months Ended March 31, 2023 Private Public IP&S Infrastructure Real Estate Credit Hedge Vinci SPS Total Equity Equities Funds Beginning balance 13,781 7,397 24,187 2,055 5,649 5,056 2,812 2,144 63,081 (+/ - ) Capital Subscription / (capital return) 227 – 28 261 (104) (153) – (43) 215 (+) Capital Subscription 250 – 28 285 – – – – 563 ( - ) Capital Return (23) – – (24) (104) (153) – (43) (347) (+) Acquisitions – – – – – – – – – (+/ - ) Net Inflow / (outflow) – 108 (144) – (60) 21 (235) – (309) (+/ - ) Appreciation / (depreciation) (420) (410) 145 45 (349) 40 146 48 (756) Ending Balance 13,587 7,095 24,216 2,361 5,137 4,964 2,723 2,149 62,232 Private Public IP&S Infrastructure Real Estate Credit Hedge Vinci SPS Total Equity Equities Funds Beginning balance 11,025 9,333 23,394 1,493 5,317 3,206 2,910 – 56,677 (+/ - ) Capital Subscription / (capital return) 2,502 – 28 899 (144) 1,444 – (86) 4,643 (+) Capital Subscription 2,641 – 28 956 284 1,694 – 47 5,648 ( - ) Capital Return (139) – (0) (57) (428) (249) – (132) (1,006) (+) Acquisitions – – – – – – – 2,055 2,055 (+/ - ) Net Inflow / (outflow) – (659) 251 – (134) 89 (489) – (943) (+/ - ) Appreciation / (depreciation) 60 (1,578) 544 (31) 98 224 301 179 (202) Ending Balance 13,587 7,095 24,216 2,361 5,137 4,964 2,723 2,149 62,232 Private Public IP&S Infrastructure Real Estate Credit Hedge Vinci SPS Total Equity Equities Funds Beginning balance 10,407 7,334 24,085 2,003 5,649 5,056 2,718 2,144 59,397 (+/ - ) Capital Subscription / (capital return) 227 – 28 282 (104) (153) – (43) 236 (+) Capital Subscription 250 – 28 285 – – – – 563 ( - ) Capital Return (23) – – (3) (104) (153) – (43) (327) (+) Acquisitions – – – – – – – – – (+/ - ) Net Inflow / (outflow) – 116 (146) – (60) 21 (286) – (355) (+/ - ) Appreciation / (depreciation) (372) (410) 82 28 (349) 40 141 48 (791) Ending Balance 10,262 7,040 24,048 2,313 5,137 4,964 2,574 2,149 58,487 Private Public IP&S Infrastructure Real Estate Credit Hedge Vinci SPS Total Equity Equities Funds Beginning balance 9,236 9,267 23,258 1,433 5,317 3,206 2,838 – 54,553 (+/ - ) Capital Subscription / (capital return) 1,207 – 28 905 (144) 1,444 – (86) 3,354 (+) Capital Subscription 1,334 – 28 956 284 1,694 – 47 4,341 ( - ) Capital Return (127) – (0) (51) (428) (249) – (132) (987) (+) Acquisitions – – – – – – – 2,055 2,055 (+/ - ) Net Inflow / (outflow) – (649) 269 – (134) 89 (553) – (978) (+/ - ) Appreciation / (depreciation) (181) (1,578) 494 (24) 98 224 289 179 (498) Ending Balance 10,262 7,040 24,048 2,313 5,137 4,964 2,574 2,149 58,487
30 Fund Segment NAV¹ (R$ millions) 1Q’23 YTD 12 M 24 M Market Comparison Index Rate Vinci Multiestratégia FIM Hedge Funds 358.6 3.3% 3.3% 12.1% 18.7% CDI 4 CDI 4 Atlas Strategy² Hedge Funds 389.6 1.1% 1.1% 5.0% 6.5% CDI 4 CDI 4 Vinci Total Return Hedge Funds 199.9 (2.6)% (2.6)% (7.6)% 10.3% IPCA 6 + Yield IMA - B 7 IPCA 6 + Yield IMA - B 7 Mosaico Strategy Public Equities 851.1 (6.6)% (6.6)% (19.8)% (20.6)% IBOV 5 IBOV 5 Vinci Gas Dividendos FIA Public Equities 453.8 (6.8)% (6.8)% (12.8)% (7.3)% IBOV 5 IBOV 5 Vinci Valorem FIM IP&S 3,066.5 4.2% 4.2% 9.7% 18.1% IMA - B 5 7 IMA - B 5 7 Equilibrio Strategy³ IP&S 2,070.7 3.6% 3.6% 8.7% 17.0% IPCA 6 - Vinci Retorno Real FIM IP&S 177.6 5.1% 5.1% 12.8% 21.8% IMA - B 7 IMA - B 7 Vinci Crédito Imobiliário I Credit 129.0 3.7% 3.7% 11.3% 16.4% IPCA 6 IPCA 6 +7.785% Vinci Crédito Imobiliário II Credit 789.2 4.1% 4.1% 9.9% 18.1% IPCA 6 IPCA 6 + 6% Vinci Crédito Estruturado Mult . Plus FIC FIM Credit 122.2 1.6% 1.6% 12.7% 23.4% CDI 4 CDI 4 Vinci Energia Sustentável Credit 571.0 2.1% 2.1% 5.1% 14.5% IPCA 6 IPCA 6 + 6% Vinci Crédito Multiestratégia Credit 325.6 (1.2)% (1.2)% 5.6% 19.5% CDI 4 IPCA 6 + 5% VISC11 Real Estate (listed REIT) 1,879.9 (1.7)% (1.7)% 11.1% 7.1% IFIX 8 IPCA 6 + 6% VILG11 Real Estate (listed REIT) 1,319.8 (9.5)% (9.5)% (3.2)% (12.4)% IFIX 8 IPCA 6 + 6% VINO11 Real Estate (listed REIT) 648.0 (15.4)% (15.4)% (14.2)% (22.6)% IFIX 8 IPCA 6 + 6% VIFI11 Real Estate / Credit (listed REIT) 53.8 (1.1)% (1.1)% 2.9% (7.0)% IFIX 8 IFIX 8 VIUR11 Real Estate (listed REIT) 161.9 (20.9)% (20.9)% (7.1)% (26.4)% IFIX 8 IPCA 6 + 6% VCRI11 Real Estate / Credit (listed REIT) 145.6 (4.9)% (4.9)% (4.1)% (4.1)% IFIX 8 IPCA 6 + X 9 % VICA11 Real Estate / Credit (REIT) 374.3 1.2% 1.2% 1.2% 1.2% IFIX 8 CDI 4 + 1% VINCI FOF IMOBILIARIO FIM CP Real Estate (REIT) 56.9 (0.1)% (0.1)% 3.9% 12.5% IFIX 8 IFIX 8 VIGT11 Infrastructure (listed) 580.9 (0.5)% (0.5)% 2.5% (0.6)% - - Investment records – IP&S, Liquid Strategies, Credit and Listed Funds Benchmark 1Q’23 YTD 12 M 24 M IBOV 5 (7.2)% (7.2)% (15.1)% (12.6)% CDI 4 3.3% 3.3% 13.3% 20.5% IMA - B 5 7 4.4% 4.4% 10.4% 20.0% IPCA 6 + Yield IMA - B 7 3.6% 3.6% 11.8% 27.9% IPCA 6 2.1% 2.1% 4.7% 16.5% IFIX 8 (3.7)% (3.7)% (0.7)% (3.0)% See notes and definitions at end of document
31 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$mm) (BRL) (USD) (BRL) (USD) Fund 1 Private Equity 2004 1,415 1,206 5,065 215 5,279 4.4x 4.0x 71.5% 77.2% VCP II Private Equity 2011 2,200 1,880 2,049 2,150 4,199 2.2x 1.1x 11.5% 1.7% VCP III Private Equity 2018 4,000 2,122 34 3,543 3,578 1.6x 1.5x 36.5% 28.1% VCP IV Private Equity 2022 1,263 – – – – – – – – VCP Strategy² Private Equity 8,878 5,208 7,148 5,908 13,056 2.5x 2.2x 64.7% 70.2% NE Empreendedor Private Equity 2003 36 13 26 – 26 2.1x 2.6x 22.0% 30.5% Nordeste III Private Equity 2017 240 134 91 144 236 1.8x 1.4x 21.0% 12.6% VIR IV Private Equity 2020 1,000 314 95 267 362 1.2x 1.2x 16.7% 20.6% VIR Strategy³ Private Equity 1,276 461 212 411 624 1.4x 1.3x 21.0% 27.6% SPS I Vinci SPS 2018 128 177 141 141 282 1.6x 1.6x 25.6% 18.1% SPS II Vinci SPS 2020 671 996 515 879 1,394 1.4x 1.6x 28.8% 31.0% SPS III Vinci SPS 2021 1,070 398 53 419 472 1.2x 1.3x 31.2% 39.1% Vinci SPS Strategy 4 Vinci SPS 1,869 1,571 709 1,438 2,147 1.4x 1.6x 28.2% 27.9% FIP Transmissão 5 Infrastructure 2017 211 104 255 118 373 3.6x 2.7x 61.7% 45.7% VIAS 6 Infrastructure 2021 386 350 – 409 409 1.2x 1.2x 38.3% 35.3% VICC 7 Infrastructure 2023 944 – – – – – – – – VFDL 8 Real Estate 2021 422 110 2 131 133 1.2x 1.3x 21.7% 26.0% Vinci Credit Infra 9 Credit 2022 1,400 60 – 58 58 1.0x 1.0x NM NM Pro Forma Historical Portfolio Performance - Excluding PIPE Investments¹ Investment records – Closed End Private Markets funds See notes and definitions at end of document
32 Shareholder Dividends ($ in thousands) 1H21 3Q ' 21 4Q'21 1Q'22 2Q'22 3Q’22 4Q’22 1Q’23 Distributable Earnings (R$) 101,976 61,743 68,515 53,255 60,435 72,842 55,792 60,006 Distributable Earnings (US$)¹ 19,397 11,377 13,637 10,615 11,795 14,281 10,618 11,994 DE per Common Share (US$)² 0.34 0.20 0.24 0.19 0.21 0.26 0.19 0.22 Actual Dividend per Common Share³ 0.30 0.16 0.20 0.17 0.17 0.20 0.17 0.16 Record Date September 01,2021 December 01,2021 March 10, 2022 May 24, 2022 August 25, 2022 November 23, 2022 March 01, 2023 May 25, 2023 Payable Date September 16, 2021 December 16,2021 March 24, 2022 June 08, 2022 September 09,2022 December 08,2022 March 15, 2023 June 09, 2023 ▪ Vinci Partners generated R$1.10 or US$0.22¹ of Distributable Earnings per common share for the first quarter of 2023. ▪ The company declared a quarterly dividend of US$0.16² per common share to record holders as of May 25, 2023; payable on June 09 , 2023. See notes and definitions at end of document
33 Share Summary ▪ Common Shares Outstanding as of quarter end of 54,713,700 shares. x Repurchased 367,036 common shares in the quarter, with an average share price of US$9.4. x Repurchased 2,199,888 common shares since the announcement of the first share repurchase plan, with an average share price of US $11.5. x The second share repurchase plan was replaced by a new share repurchase plan initiated on February 14 th , 2023, limited to R$60 million. The previous plan is set to expire on the date that the R$60 million buyback limit set thereunder is reached. x Available authorization remaining was R$71.8 million on March 31, 2023. VINP Shares 1Q ' 21 2Q ' 21 3Q ' 21 4Q'21 1Q'22 2Q'22 3Q'22 4Q'22 1Q23 Class B 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 14,466,239 Class A¹ 27,175,861 42,447,349 42,270,694 42,097,179 41,689,338 41,363,077 41,112,717 40,892,619 40,614,497 Common Shares 56,913,588 56,736,933 56,563,418 56,155,577 55,829,316 55,578,956 55,358,858 55,080,736 54,713,700 See notes and definitions at end of document
34 (R$ millions, unless mentioned) Segment 1Q’23 Commitments Total Capital Committed 1Q’23 Capital Called Total Capital Called Capital Returned/Dividends Paid (1Q’23) Accumulated Capital Returned/Dividends Paid Fair value of investments Nordeste III Private Equity – 5.0 – 3.1 – 1.6 2.6 VCP III Private Equity – 3.1 0.2 2.6 – – 3.6 VIR IV Private Equity – 11.1 – 3.9 – 1.0 2.9 VCP IV Private Equity – 350.0 – – – – – FIP Infra Transmissão ( co - investment)¹ Infrastructure – 29.5 – 8.9 – 20.9 10.1 FIP Infra Transmissão¹ Infrastructure – 10.5 – 3.4 – 6.6 2.8 VIAS Infrastructure – 50.0 – 27.8 – – 33.9 Vinci Transporte e Logística II Infrastructure – 15.0 – – – – – Vinci Transporte e Logística I Infrastructure – 11.4 – 6.3 – – 5.5 VICC Infrastructure – 100.0 – – – – – VFDL Real Estate – 70.0 – 22.8 – – 25.6 VIUR Real Estate – 67.3 – 67.3 1.5 10.4 41.0 VINO Real Estate – 50.0 – 50.0 0.8 4.3 35.8 Vinci FOF Imobiliário Real Estate – 16.9 – 16.9 – 0.5 18.4 VCS Real Estate/Credit – 80.0 – 80.0 2.8 11.5 69.2 Vinci Crédito Agro Fiagro - Imobiliário Real Estate/Credit – 23.0 – 23.0 0.8 1.7 22.8 Vinci Crédito Infra Institucional Credit – 100.0 – 7.7 – – 7.5 VSP FIM IP&S – 50.0 0.8 7.6 – – 9.2 VINCI PIPE Public Equities – 25.0 – 25.0 – – 19.7 Total – 1,067.8 1.1 356.2 5.9 58.7 310.4 GP Commitment in Vinci Partners funds ▪ As of March 31, 2023, the company had R$1.1 billion in capital commitments signed to proprietary funds. ▪ Total GP Investments marked at fair value of R$310.4 million as of March 31, 2023. See notes and definitions at end of document
35 30% 21% 16% 8% 10% 7% 5% 3% Private Equity IP&S Public Equities Real Estate Credit Hedge Funds Infrastructure Vinci SPS PERFORMANCE FEE ELIGIBLE AUM (PEAUM) Strategy/Fund AUM R$mm Index type Index Rate Status Offshore Vehicles 3,572 Preferred Return w/ Catch - Up² USD + 8% Within investment period Onshore Vehicles 3,281 Preferred Return w/ Catch - Up² IPCA 5 + 8% Within investment period Nordeste III 229 Preferred Return w/ Catch - Up² IPCA 5 + 8.5% Currently generating performance Teman Pier 141 Preferred Return w/ Catch - Up² IPCA 5 + 5% Within investment period Others 3,330 Not expected to pay performance Total Private Equity 10,552 Vinci Valorem 1,754 Hurdle³ IMAB 5 6 Currently generating performance Separate Mandates 1,553 Hurdle³ IBOV 7 + alpha Currently generating performance International¹ 1,499 Currently generating performance Commingled Funds 685 Hurdle³ IBOV 7 + alpha Currently generating performance VSP 211 Preferred Return w/ Catch - Up² IPCA 5 + 8% Currently generating performance Others 1,971 Currently generating performance Total IP&S 7,673 SWF 3,685 Hurdle³ FTSE 8 Currently generating performance Mosaico Strategy 899 Hurdle³ IBOV 7 Currently generating performance Vinci Gas Dividendos 454 Hurdle³ IBOV 7 Currently generating performance Others 553 Currently generating performance Total Public Equities 5,591 Listed REITs 2,147 Hurdle³ IPCA 5 + 6% Currently generating performance VFDL 436 Preferred Return 4 IPCA 5 + 6% Within investment period FOF Strategy 89 Hurdle³ IFIX 9 Currently generating performance Others 231 Currently generating performance Total Real Estate 2,903 VCI II 789 Preferred Return 4 IPCA 5 + 6% Within investment period VES 571 Preferred Return 4 IPCA 5 + 6% Within investment period VCM FIM 348 Preferred Return 4 IPCA 5 + 5% Within investment period Energia FIM 358 Hurdle³ CDI 10 Currently generating performance VCS 103 Hurdle³ IPCA 5 + 5% Within investment period VCI I 129 Not expected to pay performance FOF Strategy 22 Hurdle³ IFIX 9 Currently generating performance Others 1,122 Currently generating performance Total Credit 3,443 Atlas Strategy 390 Hurdle³ CDI 10 Currently generating performance Vinci Multiestratégia 359 Hurdle³ CDI 10 Currently generating performance Vinci Total Return 339 Hurdle³ IPCA 5 + Yield IMAB 11 Currently generating performance Others 1,285 Currently generating performance Total Hedge Funds 2,372 VIAS 424 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 57 Preferred Return 4 IPCA 5 + 8% Currently generating performance VICC 944 Preferred Return 4 IPCA 5 Within investment period Others 145 Not expected to pay performance Total Infrastructure 1,721 Special Situations 1,100 Preferred Return 4 CDI 10 Within investment period Total Vinci SPS 1,100 PEAUM TOTAL 35,355 Significant exposure to performance fee - eligible AUM ▪ Total Performance fee eligible AUM (PEAUM) of R$35.4 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$12 billion in AUM comes from “preferred return” funds with carried interest, that are still in investment period. PEAUM R$35 bn See notes and definitions at end of document
Reconciliations and Disclosures
37 (R$ thousands, unless mentioned) 1Q'22 4Q'22 1Q'23 ∆ YoY(%) 1Q'22 LTM 1Q'23 LTM ∆ LTM (%) REVENUES Net revenue from management fees 87,229 99,640 95,877 10% 366,456 380,149 4% Net revenue from performance fees 3,172 7,558 1,963 (38)% 30,854 13,391 (57)% Realized performance fees 2,536 9,241 1,963 (23)% 38,355 17,645 (54)% Unrealized performance fees 636 (1,683) – N/A (7,501) (4,254) (43)% Net revenue from advisory 3,674 4,394 4,468 22% 55,363 22,788 (59)% Total net revenues from services rendered 94,075 111,592 102,308 9% 452,673 416,328 (8)% EXPENSES Bonus related to management and advisory (17,272) (18,981) (18,062) 5% (83,715) (74,108) (11)% Performance based compensation (1,032) (3,558) (733) (29)% (11,741) (6,255) (47)% Realized (807) (4,151) (733) (9)% (14,399) (7,759) (46)% Unrealized (225) 593 – N/A 2,658 1,503 (43)% Total compensation and benefits (18,303) (22,539) (18,795) 3% (95,455) (80,363) (16)% Segment personnel expenses (6,549) (6,163) (7,164) 9% (23,698) (26,069) 10% Other general and administrative expenses (4,503) (4,977) (3,458) (23)% (18,441) (17,338) (6)% Corporate center expenses (18,761) (22,592) (22,606) 20% (79,848) (88,615) 11% Total expenses (48,116) (56,271) (52,023) 8% (217,442) (212,385) (2)% Operating profit 45,959 55,321 50,285 9% 235,231 203,943 (13)% OTHER ITEMS GP Investment income (4,169) 8,011 (20,200) 385% (5,250) (9,727) 85% Realized gain from GP investment income 2,045 7,462 5,881 188% 15,784 24,007 52% Unrealized gain from GP investment income (6,214) 549 (26,081) 320% (21,034) (33,734) 60% Financial income 24,708 10,268 20,089 (19)% 48,113 83,251 73% Realized gain from financial income 24,996 10,235 20,089 (20)% 49,081 82,051 67% Unrealized gain from financial income (288) 33 – N/A (968) 1,200 N/A Leasing expenses (2,472) (2,190) (2,631) 6% (11,596) (9,518) (18)% Other items¹ (1,136) 10,434 151 N/A (2,341) 9,540 N/A Share Based Plan (736) (5,463) (2,107) 186% (4,406) (15,647) 255% Non - operational expenses² (5,109) – – N/A (5,109) (1,485) (71)% Total Other Items 11,086 21,060 (4,698) N/A 19,411 56,414 191% Profit before income taxes 57,045 76,381 45,587 (20)% 254,642 260,356 2% ( - ) Income taxes ³ (11,739) (17,891) (12,881) 10% (47,734) (53,555) 12% NET INCOME 45,306 58,490 32,706 (28)% 206,908 206,801 (0)% (+) Non - operational expenses² including income tax related to realized expense 4,437 – – N/A 4,437 988 N/A ( - ) Contingent consideration adjustment related to acquisitions 4 – (9,221) (2,674) – (11,895) ADJUSTED NET INCOME 49,742 49,269 30,032 (40)% 211,344 195,894 (7)% Financials - Income Statement (Unaudited) See notes and definitions at end of document
38 (R$ thousands, unless mentioned) 1Q'22 4Q'22 1Q'23 1Q'22 LTM 1Q'23 LTM OPERATING PROFIT 45,959 55,321 50,285 235,231 203,943 ( - ) Net revenue from realized performance fees (2,536) (9,241) (1,963) (38,355) (17,645) ( - ) Net revenue from unrealized performance fees (636) 1,683 – 7,501 4,254 (+) Compensation allocated in relation to performance fees 1,032 3,558 733 11,741 6,255 FEE RELATED EARNINGS (FRE) 43,818 51,321 49,055 216,117 196,807 OPERATING PROFIT 45,959 55,321 50,285 235,231 203,943 ( - ) Net revenue from management fees (87,229) (99,640) (95,877) (366,456) (380,149) ( - ) Net revenue from advisory (3,674) (4,394) (4,468) (55,363) (22,788) (+) Bonus related to management and advisory 17,272 18,981 18,062 83,715 74,108 (+) Personnel expenses 6,549 6,163 7,164 23,698 26,069 (+) Other general and administrative expenses 4,503 4,977 3,458 18,441 17,338 (+) Corporate center expenses 18,761 22,592 22,606 79,848 88,615 PERFORMANCE RELATED EARNINGS (PRE) 2,140 4,000 1,230 19,113 7,136 OPERATING PROFIT 45,959 55,321 50,285 235,231 203,943 ( - ) Net revenue from unrealized performance fees (636) 1,683 – 7,501 4,254 (+) Compensation allocated in relation to unrealized performance fees 225 (593) – (2,658) (1,503) (+) Realized gain from GP investment income 2,045 7,462 5,881 15,784 24,007 SEGMENT DISTRIBUTABLE EARNINGS 47,593 63,873 56,166 255,857 230,701 NET INCOME 45,306 58,490 32,706 206,908 206,801 ( - ) Net revenue from unrealized performance fees (636) 1,683 – 7,501 4,254 (+) Income tax from unrealized performance fees 73 (194) – (866) (490) (+) Compensation allocated in relation to unrealized performance fees 225 (593) – (2,658) (1,503) ( - ) Unrealized gain from GP investment income 6,214 (549) 26,081 21,034 33,734 (+) Income tax on unrealized gain from GP investment income – (321) – (3,074) (369) ( - ) Unrealized gain from financial income 288 (33) – 968 (1,200) ( - ) Income tax on unrealized gain from financial income 65 – – 113 (65) ( - ) Contingent consideration (earn - out) gain (loss), after - tax – (9,221) (2,674) – (11,895) (+) Depreciation and amortization 984 1,803 1,778 3,962 5,780 (+) Share Based Plan 736 5,463 2,107 4,406 15,647 ( - ) Income Taxes on Share Based Plan – (736) 8 – (1,620) (+) Non - operational expenses including income tax related to realized expense 4,437 – – 4,437 988 ADJUSTED DISTRIBUTABLE EARNINGS 57,692 55,792 60,006 242,731 250,063 TOTAL NET REVENUE FROM SERVICES RENDERED 94,075 111,592 102,308 452,673 416,328 ( - ) Net revenue from realized performance fees (2,536) (9,241) (1,963) (38,355) (17,645) ( - ) Net revenue from unrealized performance fees (636) 1,683 – 7,501 4,254 NET REVENUE FROM MANAGEMENT FEES AND ADVISORY 90,903 104,034 100,345 421,819 402,937 Financials - Non - GAAP Reconciliation
39 Effective tax rate reconciliation See notes and definitions at end of document (R$ thousands, unless mentioned) 1Q'22 1Q'23 1Q'22 LTM 1Q'23 LTM Profit (loss) before income taxes 57,045 45,587 254,642 260,356 Combined statutory income taxes rate - % 34% 34% 34% 34% Income tax benefit (Expense) at statutory rates (19,395) (15,500) (86,578) (88,522) Reconciliation adjustments: Expenses not deductible (18) (62) (358) (258) Tax benefits 35 35 846 282 Share based payments (86) (29) (457) (240) Effect of presumed profit of subsidiaries¹ and offshore subsidiaries 7,714 2,662 38,901 35,168 Other additions (exclusions), net 11 13 (88) 15 Income taxes expenses (11,739) (12,881) (47,734) (53,555) Current (12,671) (12,517) (55,245) (52,990) Deferred 932 (364) 7,511 (565) Effective tax rate 21% 28% 19% 21%
40 17.7 18.1 0.7 6.6 1.8 3.8 3.4 15.2 17.3 1.0 8.4 1.0 3.0 2.3 General and Administrative Expenses 1Q 2022 (R$mm) 1 Q 2023 (R$mm) Lease and condominium Other Personnel Bonus related to Mgmt. and Adv. fees Performance based compensation Third party expenses D&A R$48.1 mm Personnel Bonus related to Mgmt. and Adv. fees Performance based compensation Third party expenses D&A Lease and condominium Other R$52.0 mm + 8%
41 Liabilities and equity 12/30/2022 3/31/2023 Current liabilities Trade payables 1,247 521 Deferred Revenue – 17,219 Leases 24,147 24,381 Accounts payable 7,328 6,201 Labor and social security obligations 87,732 25,228 Loans and Obligations 13,168 10,323 Taxes and contributions payable 22,291 16,110 Total current liabilities 155,913 99,983 Non - current liabilities Accounts payable – – Leases 62,064 58,144 Labor and social security obligations 2,968 3,120 Loans and Obligations 162,122 158,908 Deferred taxes 8,340 9,720 235,494 229,892 Total liabilities 391,407 329,875 Equity Share capital 15 15 Additional paid - in capital 1,382,038 1,382,038 Treasury shares (114,978) (132,966) Retained Earnings 81,310 65,032 Other reserves 24,149 25,186 1,372,534 1,339,305 Non - controlling interests in the equity of subsidiaries 3,013 2,982 Total equity 1,375,547 1,342,287 Total liabilities and equity 1,766,954 1,672,162 Balance Sheet Assets 12/30/2022 3/31/2023 Current assets Cash and cash equivalents 136,581 101,202 Cash and bank deposits 30,108 22,928 Financial instruments at fair value through profit or loss 106,473 78,274 Financial instruments at fair value through profit or loss 1,243,764 1,177,357 Trade receivables 57,675 60,352 Sub - leases receivable 1,500 1,587 Taxes recoverable 1,555 1,766 Other assets 16,481 20,150 Total current assets 1,457,556 1,362,414 Non - current assets Financial instruments at fair value through profit or loss 5,985 6,181 Trade receivables 17,298 17,116 Sub - leases receivable 1,343 1,080 Taxes recoverable 3,141 3,497 Deferred taxes 9,241 10,257 Other receivables 1,065 947 38,073 39,078 Property and equipment 11,951 11,728 Right of use - Leases 70,136 67,165 Intangible assets 189,238 191,777 Total non - current assets 309,398 309,748 Total Assets 1,766,954 1,672,162
42 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) FRE per share is calculated considering the number of outstanding shares at the end of the current quarter. Last twelve m ont hs values are calculated as the sum of the last four quarters. (3) Adjusted Distributable Earnings per share is calculated as Distributable Earnings excluding non - operational expenses, consid ering the number of outstanding shares at the end of each quarter. Last twelve months value is calculated as the sum of the last four quarters. (4) LTM Dividend Yield is calculated considering 0.70 dividend/share for LTM and US$8.14/share as of May 9 th ,2023. ▪ Notes to page 8 (1) FRE per share is calculated considering the number of outstanding shares at the end of the current quarter. Last twelve m ont hs values are calculated as the sum of the last four quarters. (2) Other financial expenses include the interest related to Vinci SPS’ acquisition. (3) Non - operational expenses are comprised of expenses related to professional services rendered in connection with acquisitions and our international corporate organization. (4) DE per share is calculated considering the number of outstanding shares at the end of the current quarter. Last twelve mo nth s values are calculated as the sum of the last four quarters. ▪ Notes to page 10 (1) Long - term AUM includes funds with lockups for at least five years to quasi - perpetual capital commitments. ▪ Notes to page 11 (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 12 (1) Accrued performance fees for the VCP offshore are as of 4Q'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 15 (1) FRE per share is calculated considering the number of outstanding shares at the end of the current quarter. Last twelve m ont hs values are calculated as the sum of the last four quarters. (2) 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. Last twelve m ont hs values are calculated as the sum of the last four quarters.
43 Notes and Definitions (cont’d.) ▪ 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 non - operational expenses. (2) DE per share is calculated considering the number of outstanding shares at the end of the current quarter. Last twelve mo nth s values are calculated as the sum of the last four quarters. ▪ 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 March 31, 2023, in liquid funds from Vinci Partners’ pu blic 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 1Q’23 Financia l S tatements filed within the SEC on May 11, 2023. (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 March 31, 2023. For more detail, please see slide 34 and the Financial Statements filed within the SEC on Ma y 11, 2023. (4) Debt obligations include commercial notes and consideration payable. For more detail, see 1Q’23 Financial Statements file d w ithin the SEC on May 11, 2023. (5) Net Cash and Investments per share were calculated considering the number of outstanding shares at the end of each quarte r. ▪ Notes to page 20 (1) The remaining capital committed in FIP Infra Transmissão and FIP Infra Transmissão co - investment will not be called by the funds, which are already in divestment period. The return calculation is based on Total Capital Called instead of Total Capital Committed. ▪ Notes to page 30 (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.
44 Notes and Definitions (cont’d.) (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 31 (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$1.3 billion in co - investments. Track record presented for the VCP strategy as of 4Q' 22, due to fund’s administrator timeline to disclose the quarterly markup of the fund, only Committed Capital is updated as of 1Q’23. (3) Track record for VIR strategy is presented as of 4Q'22, due to fund’s administrator timeline to disclose the quarterly ma rku p of the fund. (4) Track record for Vinci SPS strategy is presented as of 1Q’23. (5) Track record for FIP Infra is presented as of 4Q'22. (6) Track record for VIAS is presented as of 4Q'22. (7) Track record for VICC is presented as of 1Q’23. (8) Track record for VFDL is presented as of 1Q’23. (9) Track record for Vinci Credit Infra is presented as of 1Q’23. ▪ Notes to page 32 (1) US$ Distributable Earnings was calculated considering the exchange rate from USD to BRL of 5.0032, as of May 09, 2023, wh en 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 32 (1) As of March 31, 2023, Public Float was comprised of 13,117,801 Class A common shares. ▪ Notes to page 34 (1) The remaining capital committed in FIP Infra Transmissão and FIP Infra Transmissão co - investment will not be called by the f und, which is already in divestment period. ▪ Notes to page 35 (1) International mandates have several different benchmarks across its vehicles.
45 Notes and Definitions (cont’d.) (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. (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 37 (1) Other items comprise the income/(loss) generated by contingent consideration adjustment and financial expenses related to ac quisitions. (2) Non - operational expenses are comprised of expenses related to professional services rendered in connection with acquisitions and our international corporate organization. (3) 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. (4) Contingent consideration adjustment (after - tax) related to Vinci SPS’ acquisition, reflects the change in the earn out’s fai r value to be paid in 2027. On March 31, 2023, Vinci revaluated the fair value of the obligation based on the economic conditions at the date, resulting in a decrease of the contingent consideration fa ir value. The variation was recognized as an income in the financial result. ▪ Notes to page 39 (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.
46 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.
47 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.
48 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 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 55 11 3230 2541 | Vinci SPS Rua Iguatemi , 448 – CJ 601 Itaim Bibi – 01451 - 010 55 16 2101 4641 | Ribeirão Preto Av. Presidente Vargas, 2.121 – Sala 106 Jardim América – 14020 - 260 Recife 55 81 3204 6811 Av. República do Libano , 251 – Sala 301 – Torre A Pina – 51110 - 160 New York 1 646 559 8000 780 Third Avenue, 25 th Floor 10017
Exhibit 99.2
Vinvi Partners 1Q23 Earnings Release
May 11th, 2023
ir.vincipartners.com
IR
|
Vinci Partners Reports First Quarter 2023 Results
Alessandro Horta, Chief Executive Officer, stated, “Vinci Partners ended the quarter with R$62 billion in assets under management, up 10% year-over-year, on account of organic and inorganic growth across Private Markets, that should continue to drive future growth for the platform. We are pleased to announce that we are halfway through our initial R$10 billion target fundraising for Private Markets’ products and we should see additional capital subscriptions coming in the next few quarters. Vinci posted Adjusted Distributable Earningsi of R$1.10 per common share for the first quarter, up 6% year-over-year, translating into a US$0.16 quarterly dividend distribution which represents an 8.6% annualized dividend yieldii.”
Dividend
Vinci Partners has declared a quarterly dividend of US$0.16 per share to record holders of common stock at the close of business on May 25, 2023. This dividend will be paid on June 09, 2023.
First Quarter 2023 Highlights
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, Financial Advisory and Retirement Services. As of March 31, 2023, the firm had R$62 billion of assets under management.
Webcast and Earnings Conference Call
Vinci Partners will host a conference call at 5:00pm EST on Thursday, May 11, 2023, to announce its first quarter 2023 results.
To access the webcast please visit the Events & Presentations’ section of the Company's website at:
https://ir.vincipartners.com/news-and-events/events-and-presentations.
For those unable to listen to the live broadcast, there will be a webcast replay on the same section of the website.
To access the conference call through dial in, please register at 1Q23 VINP Earnings Dial In to obtain the conference number and access code.
Investor Contact
ShareholderRelations@vincipartners.com
NY: +1 (646) 559-8040
RJ: +55 (21) 2159-6240
USA Media Contact
Joele Frank, Wilkinson Brimmer Katcher
Nick Lamplough / Kate Thompson / Katie Villany
+1 (212) 355-4449
Brazil Media Contact
Danthi Comunicações
Carla Azevedo (carla@danthicomunicacoes.com.br)+55 (21) 3114-0779
Segment Earnings
| (R$ thousands, unless mentioned) | 1Q'22 | 4Q'22 | 1Q'23 | ∆ YoY (%) | 1Q'22 LTM | 1Q'23 LTM | ∆ LTM (%) |
| Net revenue from management fees | 87,229 | 99,640 | 95,877 | 10% | 366,456 | 380,149 | 4% |
| Net revenue from advisory fees | 3,674 | 4,394 | 4,468 | 22% | 55,363 | 22,788 | (59)% |
| Total Fee Related Revenues | 90,903 | 104,034 | 100,345 | 10% | 421,819 | 402,937 | (4)% |
| Segment personnel expenses | (6,549) | (6,163) | (7,164) | 9% | (23,698) | (26,069) | 10% |
| Other G&A expenses | (4,503) | (4,977) | (3,458) | (23)% | (18,441) | (17,338) | (6)% |
| Corporate center expenses | (18,761) | (22,592) | (22,606) | 20% | (79,848) | (88,615) | 11% |
| Bonus compensation related to management and advisory | (17,272) | (18,981) | (18,062) | 5% | (83,715) | (74,108) | (11)% |
| Total Fee Related Expenses | (47,085) | (52,713) | (51,290) | 9% | (205,702) | (206,130) | 0% |
| FEE RELATED EARNINGS (FRE)iii | 43,818 | 51,321 | 49,055 | 12% | 216,117 | 196,807 | (9)% |
| FRE Margin (%) | 48.2% | 49.3% | 48.9% | 51.2% | 48.8% | ||
| FRE per shareiv (R$/share) | 0.78 | 0.93 | 0.90 | 3.84 | 3.56 | ||
| Net revenue from performance fees | 3,172 | 7,558 | 1,963 | (38)% | 30,854 | 13,391 | (57)% |
| Performance based compensation | (1,032) | (3,558) | (733) | (29)% | (11,741) | (6,255) | (47)% |
| PERFORMANCE RELATED EARNINGS (PRE) | 2,140 | 4,000 | 1,230 | (43)% | 19,113 | 7,136 | (63)% |
| PRE Margin (%) | 67.5% | 52.9% | 62.7% | 61.9% | 53.3% | ||
| (-) Unrealized performance fees | (636) | 1,683 | – | N/A | 7,501 | 4,254 | (43)% |
| (+) Unrealized performance compensation | 225 | (593) | – | N/A | (2,658) | (1,503) | (43)% |
| (+) Realized GP investment income | 2,045 | 7,462 | 5,881 | 188% | 15,784 | 24,007 | 52% |
| SEGMENT DISTRIBUTABLE EARNINGS | 47,593 | 63,873 | 56,166 | 18% | 255,857 | 230,701 | (10)% |
| Segment DE Margin (%) | 49.8% | 52.9% | 51.9% | 53.8% | 51.9% | ||
| (+) Depreciation and amortization | 984 | 1,803 | 1,778 | 81% | 3,962 | 5,780 | 46% |
| (+) Realized financial income | 24,996 | 10,235 | 20,089 | (20)% | 49,081 | 82,051 | 67% |
| (-) Leasing expenses | (2,472) | (2,190) | (2,631) | 6% | (11,596) | (9,518) | (18)% |
| (-) Other financial expensesv | (1,136) | (3,537) | (3,900) | 243% | (2,341) | (8,482) | 262% |
| (-) Non-operational expenses | (5,109) | – | – | N/A | (5,109) | (1,485) | N/A |
| (-) Income taxes (excluding related to unrealized fees and income) | (11,601) | (14,392) | (11,496) | (1)% | (51,561) | (49,972) | (3)% |
| DISTRIBUTABLE EARNINGS (DE)vi | 53,255 | 55,792 | 60,006 | 13% | 238,294 | 249,075 | 5% |
| DE Margin (%) | 44.2% | 42.6% | 46.8% | 45.4% | 47.3% | ||
| DE per share (R$/share)vii | 0.95 | 1.01 | 1.10 | 4.23 | 4.52 | ||
| (+) Non-operational expensesviii (including Income Tax effect) | 4,437 | – | – | N/A | 5,425 | – | N/A |
| ADJUSTED DISTRIBUTABLE EARNINGS | 57,692 | 55,792 | 60,006 | 4% | 242,730 | 250,063 | 3% |
| Adjusted DE Margin (%) | 47.9% | 42.6% | 46.8% | 46.2% | 47.5% | ||
| Adjusted DE per share (R$/share) | 1.03 | 1.01 | 1.10 | 4.31 | 4.53 |
Total Fee-Related Revenuesix of R$100.3 million for the quarter ended March 31, 2023, compared to R$90.9 million for the quarter ended March 31, 2022, an increase of 10% year-over year, driven by the growth across Private Market strategies over the last twelve months, as a combination of organic growth with the successful launch of new funds and inorganic growth with the acquisition of Vinci SPS. Management fees accounted for R$95.9 million in the quarter, an increase of 10% year-over-year. Fee-related revenues were R$402.9 million for the twelve months ended March 31, 2023, down 4% when compared to the last twelve months ended March 31, 2022, driven by stronger deal activity in 2021, resulting in higher advisory fees in the period. Management fees for the last twelve months ended March 31, 2023, totaled R$380.1, up 4% when compared to the last twelve months ended March 31, 2022.
Fee Related Earnings (“FRE”) of R$49.1 million (R$0.90/share) for the quarter ended March 31, 2023, up 12% year-over-year on an absolute basis and 14%-year-over-year on an FRE/share basis when compared the quarter ended March 31, 2022. The platform continues to see FRE expansion on a year-over-year basis driven by fundraising across Private Market strategies and the acquisition of Vinci SPS. FRE of R$196.8 million (R$3.56/share) for the last twelve months ended March 31, 2023, down 9% when compared to the last twelve months ended March 31, 2022. This decrease comes primarily from the Financial Advisory segment, following record revenues posted in 2021. Considering only the asset management segmentsx, FRE would be up 2% over the 1Q’23 LTM.
FRE Marginxi was 48.9% for the quarter ended March 31, 2023, an increase of 0.7 percentage point when compared to the quarter ended March 31, 2022. On a comparable basis, FRE margin disregarding our investments into the VRS segment, would be 50.4% for the quarter and last twelve months ended March 31, 2023.
Performance Related Earnings (“PRE”)xii of R$1.2 million for the quarter ended March 31, 2023, compared to R$2.1 million for the quarter ended March 31, 2022, down 43% year-over-year. PRE was R$7.1 million for the last twelve months ended March 31, 2023, a decrease of 63% when compared to the last twelve months ended March 31, 2022, that posted higher contributions coming from international exclusive mandates in IP&S.
Segment Distributable Earningsxiii of R$56.2 million for the quarter ended March 31, 2023, compared to R$47.6 million for the quarter ended March 31, 2022, up 18% year-over-year. Segment Distributable Earnings were R$230.7 million for the last twelve months ended March 31, 2023, down 10% year-over-year, when compared to the last twelve months ended March 31, 2022.
Adjusted Distributable Earnings (“DE”) of R$60.0 million (R$1.10/share) for the quarter ended March 31, 2023, compared to R$57.7 million for the quarter ended March 31, 2022, up 4% year-over-year on an absolute basis and 6% year-over-year on an Adjusted DE/share basis, pushed by Private Markets’ fundraising cycle and Vinci SPS’s acquisition. Adjusted DE was R$250.1 million (R$4.53/share) for the last twelve months ended March 31, 2023, up 3% when compared to the last twelve months ended March 31, 2022.
Adjusted DE Marginxiv was 46.8% for the quarter ended March 31, 2023, a 1.1 percentage point decrease compared to 47.9% for the quarter ended March 31, 2022. For the last twelve months ended March 31, 2023, Adjusted DE Margin reached 47.5%, an increase of 1.3 percentage points.
Segment Highlights
Private Market Strategies
| (R$ thousands, unless mentioned) | 1Q’22 | 4Q’22 | 1Q’23 | ∆ YoY (%) | 1Q'22 LTM | 1Q'23 LTM | ∆ LTM (%) |
| Net revenue from management fees | 46,759 | 59,699 | 58,432 | 25% | 194,661 | 218,734 | 12% |
| Net revenue from advisory fees | 467 | 1,756 | 275 | (41)% | 5,615 | 2,865 | (49)% |
| Total Fee Related Revenues | 47,226 | 61,455 | 58,706 | 24% | 200,276 | 221,598 | 11% |
| Segment personnel expenses | (2,736) | (3,050) | (3,509) | 28% | (10,869) | (12,630) | 16% |
| Other G&A expenses | (2,755) | (2,194) | (1,438) | (48)% | (11,803) | (8,592) | (27)% |
| Corporate center expenses | (9,554) | (12,790) | (13,018) | 36% | (37,426) | (47,922) | 28% |
| Bonus compensation related to management and advisory | (7,307) | (9,756) | (9,111) | 25% | (33,338) | (35,955) | 8% |
| Total Fee Related Expenses | (22,352) | (27,790) | (27,076) | 21% | (93,436) | (105,100) | 12% |
| FEE RELATED EARNINGS (FRE) | 24,874 | 33,664 | 31,630 | 27% | 106,840 | 116,499 | 9% |
| FRE Margin (%) | 52.7% | 54.8% | 53.9% | 53.3% | 52.6% | ||
| Net revenue from performance fees | 640 | 3,660 | 7 | (99)% | 5,162 | 2,826 | (45)% |
| Realized performance fees | 4 | 5,343 | 7 | 83% | 12,663 | 7,080 | (44)% |
| Unrealized performance fees | 636 | (1,683) | – | (100)% | (7,501) | (4,254) | (43)% |
| Performance based compensation | (226) | (1,459) | (3) | (99)% | (1,611) | (1,165) | (28)% |
| PERFORMANCE RELATED EARNINGS (PRE) | 414 | 2,201 | 5 | (99)% | 3,550 | 1,661 | (53)% |
| PRE Margin (%) | 64.7% | 60.1% | 64.6% | 68.8% | 58.8% | ||
| (-) Unrealized performance fees | (636) | 1,683 | – | (100)% | 7,501 | 4,254 | (43)% |
| (+) Unrealized performance compensation | 225 | (593) | – | (100)% | (2,658) | (1,503) | (43)% |
| (+) Realized GP investment income | 2,045 | 7,462 | 5,881 | 188% | 15,784 | 24,007 | 52% |
| SEGMENT DISTRIBUTABLE EARNINGS | 26,922 | 44,418 | 37,516 | 39% | 131,018 | 144,918 | 11% |
| Segment DE Margin (%) | 54.6% | 64.5% | 58.1% | 60.6% | 59.0% | ||
| ASSETS UNDER MANAGEMENT (AUM R$ millions) | 21,041 | 28,685 | 28,198 | 34% | 21,041 | 28,198 | 34% |
| FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$ millions) | 19,192 | 25,259 | 24,825 | 29% | 19,192 | 24,825 | 29% |
| AVERAGE MANAGEMENT FEE RATE (%) | 0.92% | 0.90% | 0.87% | 0.96% | 0.88% | ||
| FULL TIME EMPLOYEES | 50 | 65 | 61 | 22% | 50 | 61 | 22% |
Fee related earnings (FRE) of R$31.6 million for the quarter ended March 31, 2023, up 27% year-over-year, driven by a combination of the strong fundraising over the last twelve months and the acquisition of Vinci SPS. FRE was R$116.5 million for the last twelve months ended March 31, 2023, an increase of 9% when compared to the last twelve months ended March 31, 2022.
Average Management fee Rate of 0.87% for the quarter ended March 31, 2023, representing decrease of 5 basis points year-over-year. This decrease is driven primarily by new capital commitments from VICC in Infrastructure at the end of the quarter which will start to earn fees from the second quarter onwards.
Segment Distributable Earnings of R$37.5 million for the quarter ended March 31, 2023, up 39% when compared to the quarter ended March 31, 2022. Segment DE was R$144.9 million over the last twelve months ended March 31, 2023, up 11% when compared to the last twelve months ended March 31, 2022, boosted by a combination of growth in FRE and a higher contribution from GP investment income coming from dividend distributions from the company's seed investments in proprietary listed REITs.
AUM of R$28.2 billion at the end of the first quarter, an increase of 34% year-over-year, driven by strong fundraising across Private Equity, Credit, Infrastructure and the acquisition of Vinci SPS. In the first quarter AUM was positively impacted by commitments from VICC, which held its first closing at the end of the quarter, and additional commitments from VCP IV.
Liquid Strategies
| (R$ thousands, unless mentioned) | 1Q’22 | 4Q’22 | 1Q’23 | ∆ YoY (%) | 1Q’22 LTM | 1Q’23 LTM | ∆ LTM (%) |
| Net revenue from management fees | 20,573 | 19,823 | 18,293 | (11)% | 87,376 | 79,045 | (10)% |
| Net revenue from advisory fees | – | – | – | N/A | – | – | N/A |
| Total Fee Related Revenues | 20,573 | 19,823 | 18,293 | (11)% | 87,376 | 79,045 | (10)% |
| Segment personnel expenses | (1,384) | (1,320) | (1,608) | 16% | (5,659) | (5,720) | 1% |
| Other G&A expenses | (676) | (1,189) | (710) | 5% | (2,858) | (3,688) | 29% |
| Corporate center expenses | (4,203) | (4,247) | (4,075) | (3)% | (17,395) | (17,557) | 1% |
| Bonus compensation related to management and advisory | (3,948) | (4,227) | (3,471) | (12)% | (18,559) | (15,754) | (15)% |
| Total Fee Related Expenses | (10,212) | (10,983) | (9,864) | (3)% | (44,471) | (42,720) | (4)% |
| FEE RELATED EARNINGS (FRE) | 10,361 | 8,840 | 8,429 | (19)% | 42,904 | 36,325 | (15)% |
| FRE Margin (%) | 50.4% | 44.6% | 46.1% | 49.1% | 46.0% | ||
| Net revenue from performance fees | 2,325 | 2,937 | 1,166 | (50)% | 10,729 | 6,828 | (36)% |
| Realized performance fees | 2,325 | 2,937 | 1,166 | (50)% | 10,729 | 6,828 | (36)% |
| Unrealized performance fees | – | – | – | N/A | – | – | N/A |
| Performance based compensation | (722) | (1,761) | (415) | (43)% | (5,531) | (3,377) | (39)% |
| PERFORMANCE RELATED EARNINGS (PRE) | 1,603 | 1,176 | 752 | (53)% | 5,198 | 3,451 | (34)% |
| PRE Margin (%) | 68.9% | 40.0% | 64.5% | 48.4% | 50.5% | ||
| (-) Unrealized performance fees | – | – | – | N/A | – | – | N/A |
| (+) Unrealized performance compensation | – | – | – | N/A | – | – | N/A |
| SEGMENT DISTRIBUTABLE EARNINGS | 11,963 | 10,016 | 9,180 | (23)% | 48,103 | 39,776 | (17)% |
| Segment DE Margin (%) | 52.2% | 44.0% | 47.2% | 49.0% | 46.3% | ||
| ASSETS UNDER MANAGEMENT (AUM R$ millions) | 12,243 | 10,209 | 9,818 | (20)% | 12,243 | 9,818 | (20)% |
| FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$ millions) | 12,104 | 10,053 | 9,614 | (21)% | 12,104 | 9,614 | (21)% |
| AVERAGE MANAGEMENT FEE RATE (%) | 0.74% | 0.81% | 0.78% | 0.74% | 0.81% | ||
| FULL TIME EMPLOYEES | 21 | 23 | 22 | 5% | 21 | 22 | 5% |
Fee related earnings (FRE) of R$8.4 million for the quarter ended March 31, 2023, down 19% year-over-year. FRE was R$36.3 million over the last twelve months ended March 31, 2023, a decrease of 15% when compared to the last twelve months ended March 31, 2022, driven mostly by the mark-to-market effect in liquid strategies' AUM that negatively impacted management fee revenues.
Performance related earnings (PRE) of R$0.8 million for the quarter ended March 31, 2023, down 53% year-over-year. PRE was R$3.5 million over the last twelve months ended March 31, 2023, a decrease of 34% when compared to the last twelve months ended March 31, 2022.
Segment Distributable Earnings of R$9.2 million for the quarter ended March 31, 2023, down 23% year-over-year. Segment DE was R$39.8 million over the last twelve months ended March 31, 2023, a decrease of 17% when compared to the last twelve months ended March 31, 2022.
AUM was R$9.8 billion at the end of the first quarter. Liquid strategies' AUM has posted resilient numbers when compared to the Brazilian landscape for liquid funds, having not suffered with significant outflows. Nevertheless, liquid funds have been impacted by market-to-market effects reflecting on Liquid strategies’ AUM.
Investment Products and Solutions
| (R$ thousands, unless mentioned) | 1Q’22 | 4Q’22 | 1Q’23 | ∆ YoY (%) | 1Q’22 LTM | 1Q’23 LTM | ∆ LTM (%) |
| Net revenue from management fees | 19,897 | 20,119 | 19,152 | (4)% | 84,416 | 82,370 | (2)% |
| Net revenue from advisory fees | 7 | 7 | 7 | 7% | 42 | 29 | (32)% |
| Total Fee Related Revenues | 19,904 | 20,126 | 19,160 | (4)% | 84,458 | 82,398 | (2)% |
| Segment personnel expenses | (1,827) | (987) | (1,154) | (37)% | (5,275) | (4,294) | (19)% |
| Other G&A expenses | (600) | (992) | (862) | 44% | (2,226) | (2,926) | 31% |
| Corporate center expenses | (4,065) | (4,310) | (4,267) | 5% | (16,184) | (18,364) | 13% |
| Bonus compensation related to management and advisory | (4,156) | (4,184) | (3,859) | (7)% | (20,699) | (15,725) | (24)% |
| Total Fee Related Expenses | (10,648) | (10,473) | (10,142) | (5)% | (44,384) | (41,309) | (7)% |
| FEE RELATED EARNINGS (FRE) | 9,255 | 9,653 | 9,017 | (3)% | 40,074 | 41,090 | 3% |
| FRE Margin (%) | 46.5% | 48.0% | 47.1% | 47.4% | 49.9% | ||
| Net revenue from performance fees | 208 | 961 | 790 | 280% | 14,964 | 3,738 | (75)% |
| Realized performance fees | 208 | 961 | 790 | 280% | 14,964 | 3,738 | (75)% |
| Unrealized performance fees | – | – | – | N/A | – | – | N/A |
| Performance based compensation | (84) | (338) | (316) | 276% | (4,599) | (1,712) | (63)% |
| PERFORMANCE RELATED EARNINGS (PRE) | 124 | 623 | 474 | 283% | 10,365 | 2,026 | (80)% |
| PRE Margin (%) | 59.5% | 64.8% | 60.0% | 69.3% | 54.2% | ||
| (-) Unrealized performance fees | – | – | – | N/A | – | – | N/A |
| (+) Unrealized performance compensation | – | – | – | N/A | 0 | – | N/A |
| SEGMENT DISTRIBUTABLE EARNINGS | 9,379 | 10,276 | 9,491 | 1% | 50,439 | 43,116 | (15)% |
| Segment DE Margin (%) | 46.6% | 48.7% | 47.6% | 50.7% | 50.1% | ||
| ASSETS UNDER MANAGEMENT (AUM R$ millions) | 23,394 | 24,187 | 24,216 | 4% | 23,394 | 24,216 | 4% |
| FEE EARNING ASSETS UNDER MANAGEMENT (FEAUM R$ millions) | 23,258 | 24,085 | 24,050 | 3% | 23,258 | 24,050 | 3% |
| AVERAGE MANAGEMENT FEE RATE (%) | 0.37% | 0.36% | 0.35% | 0.39% | 0.37% | ||
| FULL TIME EMPLOYEES | 14 | 15 | 13 | (7)% | 14 | 13 | (7)% |
Fee related earnings (FRE) of R$9.0 million for the quarter ended March 31, 2023, down 3% year-over-year. FRE was R$41.1 million over the last twelve months ended March 31, 2023, an increase of 3% when compared to the last twelve months ended March 31, 2022.
Performance related earnings (PRE) of R$0.5 million for the quarter ended March 31, 2023, up 283% year-over-year. PRE over the last twelve months ended March 31, 2023, was R$2.0 million, a decrease of 80% when compared to the last twelve months ended March 31, 2022, following a strong year for international exclusive mandates in 2021.
Segment Distributable Earnings of R$9.5 million for the quarter ended March 31, 2023, up 1% year-over-year. Segment DE was R$43.1 million over the last twelve months ended March 31, 2023, a decrease of 15% when compared to the last twelve months ended March 31, 2022, that posted higher contribution from PRE.
AUM of R$24.2 billion, up 4% year-over-year.
Financial Advisory
| (R$ thousands, unless mentioned) | 1Q’22 | 4Q’22 | 1Q’23 | ∆ YoY (%) | 1Q’22 LTM | 1Q’23 LTM | ∆ LTM (%) |
| Net revenue from management fees | – | – | – | N/A | – | – | N/A |
| Net revenue from advisory fees | 3,201 | 2,630 | 4,186 | 31% | 49,707 | 19,893 | (60)% |
| Total Fee Related Revenues | 3,201 | 2,630 | 4,186 | 31% | 49,707 | 19,893 | (60)% |
| Segment personnel expenses | (505) | (472) | (471) | (7)% | (1,798) | (1,975) | 10% |
| Other G&A expenses | (209) | (87) | (74) | (65)% | (1,291) | (408) | (68)% |
| Corporate center expenses | (938) | (1,130) | (1,130) | 20% | (8,843) | (4,449) | (50)% |
| Bonus compensation related to management and advisory | (858) | (302) | (1,023) | 19% | (10,116) | (4,054) | (60)% |
| Total Fee Related Expenses | (2,510) | (1,991) | (2,698) | 7% | (22,048) | (10,885) | (51)% |
| FEE RELATED EARNINGS (FRE) | 690 | 639 | 1,487 | 115% | 27,659 | 9,008 | (67)% |
| FRE Margin (%) | 21.6% | 24.3% | 35.5% | 55.6% | 45.3% | ||
| SEGMENT DISTRIBUTABLE EARNINGS | 690 | 639 | 1,487 | 115% | 27,659 | 9,008 | (67)% |
| Segment DE Margin (%) | 21.6% | 24.3% | 35.5% | 55.6% | 45.3% | ||
| FULL TIME EMPLOYEES | 11 | 10 | 9 | (18)% | 11 | 9 | (18)% |
Fee related earnings (FRE) of R$1.5 million for the quarter ended March 31, 2023, up 115% year-over-year. FRE was R$9.0 million over the last twelve months ended March 31, 2023, a decrease of 67% when compared to the last twelve months ended March 31, 2022, due to a stronger deal environment in 2021.
Segment Distributable Earnings over the last twelve months ended March 31, 2023, were R$9.0 million, a decrease of 67% year-over-year when compared to the last twelve months ended March 31, 2022.
Retirement Services
| (R$ thousands, unless mentioned)/ | 1Q’22 | 4Q’22 | 1Q’23 | ∆ YoY (%) | 1Q’22 LTM | 1Q’23 LTM | ∆ LTM (%) |
| Net revenue from management fees | – | – | – | N/A | – | – | N/A |
| Net revenue from advisory fees | – | – | – | N/A | – | – | N/A |
| Total Fee Related Revenues | – | – | – | N/A | – | – | N/A |
| Segment personnel expenses | (97) | (334) | (422) | 335% | (97) | (1,450) | 1,394% |
| Other G&A expenses | (263) | (515) | (374) | 42% | (263) | (1,724) | 557% |
| Corporate center expenses | – | (115) | (115) | N/A | – | (322) | N/A |
| Bonus compensation related to management and advisory | (1,002) | (513) | (598) | -40% | (1,002) | (2,622) | 162% |
| Total Fee Related Expenses | (1,362) | (1,476) | (1,509) | 11% | (1,362) | (6,119) | 349% |
| FEE RELATED EARNINGS (FRE) | (1,362) | (1,476) | (1,509) | 11% | (1,362) | (6,119) | 349% |
| FRE Margin (%) | N/A | N/A | N/A | N/A | N/A | ||
| Net revenue from performance fees | – | – | – | N/A | – | – | N/A |
| Realized performance fees | – | – | – | N/A | – | – | N/A |
| Unrealized performance fees | – | – | – | N/A | – | – | N/A |
| Performance based compensation | – | – | – | N/A | – | – | N/A |
| PERFORMANCE RELATED EARNINGS (PRE) | – | – | – | N/A | – | – | N/A |
| PRE Margin (%) | N/A | N/A | N/A | N/A | N/A | ||
| (-) Unrealized performance fees | – | – | – | N/A | – | – | N/A |
| (+) Unrealized performance compensation | – | – | – | N/A | – | – | N/A |
| SEGMENT DISTRIBUTABLE EARNINGS | (1,362) | (1,476) | (1,509) | 11% | (1,362) | (6,119) | 349% |
| Segment DE Margin (%) | N/A | N/A | N/A | N/A | N/A | ||
| ASSETS UNDER MANAGEMENT (AUM R$millions) | – | – | – | N/A | – | - | N/A |
| FULL TIME EMPLOYEES | 3 | 7 | 7 | 133% | 3 | 7 | 133% |
Fee Related Earnings (FRE) of negative R$1.5 million for the quarter ended March 31, 2023. FRE was negative R$6.1 million to the last twelve months ended March 31, 2023.
VRS launched in the latter part of the quarter. It should start to contribute to AUM numbers and management fee revenues from the next quarter onwards.
Income Statement
| (R$ thousands, unless mentioned) | 1Q’22 | 4Q’22 | 1Q’23 | ∆ YoY (%) | 1Q’22 LTM | 1Q’23 LTM | ∆ LTM (%) |
| REVENUES | |||||||
| Net revenue from management fees | 87,229 | 99,640 | 95,877 | 10% | 366,456 | 380,149 | 4% |
| Net revenue from performance fees | 3,172 | 7,558 | 1,963 | (38)% | 30,854 | 13,391 | (57)% |
| Realized performance fees | 2,536 | 9,241 | 1,963 | (23)% | 38,355 | 17,645 | (54)% |
| Unrealized performance fees | 636 | (1,683) | – | N/A | (7,501) | (4,254) | (43)% |
| Net revenue from advisory | 3,674 | 4,394 | 4,468 | 22% | 55,363 | 22,788 | (59)% |
| Total net revenues from services rendered | 94,075 | 111,592 | 102,308 | 9% | 452,673 | 416,328 | (8)% |
| EXPENSES | |||||||
| Bonus related to management and advisory | (17,272) | (18,981) | (18,062) | 5% | (83,715) | (74,108) | (11)% |
| Performance based compensation | (1,032) | (3,558) | (733) | (29)% | (11,741) | (6,255) | (47)% |
| Realized | (807) | (4,151) | (733) | (9)% | (14,399) | (7,759) | (46)% |
| Unrealized | (225) | 593 | – | N/A | 2,658 | 1,503 | (43)% |
| Total compensation and benefitsxv | (18,303) | (22,539) | (18,795) | 3% | (95,455) | (80,363) | (16)% |
| Segment personnel expenses | (6,549) | (6,163) | (7,164) | 9% | (23,698) | (26,069) | 10% |
| Other general and administrative expenses | (4,503) | (4,977) | (3,458) | (23)% | (18,441) | (17,338) | (6)% |
| Corporate center expenses | (18,761) | (22,592) | (22,606) | 20% | (79,848) | (88,615) | 11% |
| Total expenses | (48,116) | (56,271) | (52,023) | 8% | (217,442) | (212,385) | (2)% |
| Operating profit | 45,959 | 55,321 | 50,285 | 9% | 235,231 | 203,943 | (13)% |
| OTHER ITEMS | |||||||
| GP Investment income | (4,169) | 8,011 | (20,200) | 385% | (5,250) | (9,727) | 85% |
| Realized gain from GP investment income | 2,045 | 7,462 | 5,881 | 188% | 15,784 | 24,007 | 52% |
| Unrealized gain from GP investment income | (6,214) | 549 | (26,081) | 320% | (21,034) | (33,734) | 60% |
| Financial income | 24,708 | 10,268 | 20,089 | (19)% | 48,113 | 83,251 | 73% |
| Realized gain from financial income | 24,996 | 10,235 | 20,089 | (20)% | 49,081 | 82,051 | 67% |
| Unrealized gain from financial income | (288) | 33 | – | N/A | (968) | 1,200 | N/A |
| Leasing expenses | (2,472) | (2,190) | (2,631) | 6% | (11,596) | (9,518) | (18)% |
| Other itemsxvi | (1,136) | 10,434 | 151 | N/A | (2,341) | 9,540 | N/A |
| Share Based Plan | (736) | (5,463) | (2,107) | 186% | (4,406) | (15,647) | 255% |
| Non-operational expenses | (5,109) | – | – | N/A | (5,109) | (1,485) | (71)% |
| Total Other Items | 11,086 | 21,060 | (4,698) | N/A | 19,411 | 56,414 | 191% |
| Profit before income taxes | 57,045 | 76,381 | 45,587 | (20)% | 254,642 | 260,356 | 2% |
| (-) Income taxes | (11,739) | (17,891) | (12,881) | 10% | (47,734) | (53,555) | 12% |
| NET INCOME | 45,306 | 58,490 | 32,706 | (28)% | 206,908 | 206,801 | (0)% |
| (+) Non-operational expenses including income tax related to realized expense | 4,437 | – | – | N/A | 4,437 | 988 | N/A |
| (-) Contingent consideration adjustment related to acquisitionsxvii | – | (9,221) | (2,674) | – | (11,895) | ||
| ADJUSTED NET INCOME | 49,742 | 49,269 | 30,032 | (40)% | 211,344 | 195,894 | (7)% |
Total net revenues from services rendered of R$102.3 million for the quarter ended March 31, 2023, up 9% year-over-year, driven by a combination of the strong fundraising across Private Markets’ funds over the last twelve months and the acquisition of Vinci SPS. Net revenues for the last twelve months ended March 31, 2023, were R$416.3 million, representing an 8% decrease when compared to the last twelve months ended March 31, 2022, a result from higher advisory and performances fees in the same period of the prior year.
| · | Management fee revenues of R$95.9 million for the quarter ended March 31, 2023, up 10% year-over-year, following the strong fundraising across Private Markets in the period and the acquisition of Vinci SPS. |
| · | Performance fee revenues of R$2.0 million for the quarter ended March 31, 2023, compared to R$3.2 million for the quarter ended March 31, 2022, a decrease of 38% year-over-year. Performance fee revenues of R$13.4 for the last twelve months ended March 31, 2023, a decrease of 57% when compared to the last twelve months ended |
March 31, 2022. The platform was positively impacted by higher contributions coming from international exclusive mandates in IP&S in the prior year, which did not reverberate to the current period.
| · | Advisory fee revenues of R$4.5 million for the quarter ended March 31, 2023, compared to R$3.7 million for the quarter ended March 31, 2022, an increase of 22% year-over-year. Advisory revenues for the last twelve months ended March 31, 2023, were R$22.8 million, down 59% when compared to the last twelve months ended March 31, 2022, due to a stronger deal activity in 2021. |
Total expenses for the quarter ended March 31, 2023, of R$52.0 million, compared to R$48.1 million for the quarter ended March 31, 2022, an increase of 8% year-over-year. Total expenses for the last twelve months ended March 31, 2023, were R$212.4 million, down 2% when compared to the last twelve months ended March 31, 2022.
| · | Bonus related to management and advisory fees of R$18.0 million for the quarter ended March 31, 2023, compared to R$17.3 million for the quarter ended March 31, 2022, an increase of 5% year-over-year. Bonus related to management and advisory was R$74.1 million for the last twelve months ended March 31, 2023, down 11% year-over-year, when compared to the last twelve months ended March 31, 2022. |
| · | Performance based compensation of R$0.7 million for the quarter ended March 31, 2023, compared to R$1.0 million for the quarter ended March 31, 2022, a decrease of 29% year-over-year. Performance based compensation for the last twelve months ended March 31, 2023, was R$6.3 million, a decrease of 47% when compared to the last twelve months ended March 31, 2022. |
| · | Segment personnel expensesxviii of R$7.2 million for the quarter ended March 31, 2023, compared to R$6.5 million for the quarter ended March 31, 2022, an increase of 9% year-over-year. Segment personnel expenses for the last twelve months ended March 31, 2023, was R$26.1 million, up 10% when compared to the last twelve months ended March 31, 2022, primarily due to Vinci SPS’ incorporation and our recently launched vertical, VRS. |
| · | Corporate center expensesxix of R$22.6 million for the quarter ended March 31, 2023, compared to R$18.8 million for the quarter ended March 31, 2022, an increase of 20% year-over-year. Corporate center expenses for the last twelve months ended March 31, 2023, were R$88.6 million, up 11% year-over-year, when compared to the last twelve months ended March 31, 2022. |
| · | Other general and administrative expensesxx of R$3.5 million for the quarter ended March 31, 2023, compared to R$4.5 million for the quarter ended March 31, 2022, a decrease of 23% year-over-year. Other G&A expenses for the last twelve months ended March 31, 2023, were R$17.3 million, down 6% when compared to the last twelve months ended March 31, 2022. |
Operating Profit of R$50.3 million for the quarter ended March 31, 2023, compared to R$46.0 million for the quarter ended March 31, 2022, an increase of 9% year-over-year. Operating profit for the last twelve months ended March 31, 2023, was R$203.9 million, down 13% when compared to the last twelve months ended March 31, 2022.
GP Investment incomexxi, a result of the company’s GP investments in its proprietary private market funds, was negative R$20.2 million for the quarter ended March 31, 2023, compared to negative R$4.2 million for the quarter ended
March 31, 2022, following the strong mark to market correction in local REITs during the current quarter. GP Investment
income for the last twelve months ended March 31, 2023, was negative R$9.7 million compared to negative R$5.3 million for the last twelve months ended March 31, 2022.
Financial Incomexxii of R$20.1 million for the quarter ended March 31, 2023, compared to R$24.7 million for the quarter ended March 31, 2022. Financial income for the last twelve months ended March 31, 2023, was R$83.3 million, up 73% when compared to the last twelve months ended March 31, 2022, a result of financial gains from the company’s cash position, primarily allocated to funds exposed to federal fixed-income bonds.
Leasing Expensesxxiii of R$2.6 million for the quarter ended March 31, 2023, compared to R$2.5 million for the quarter ended March 31, 2022, up 6% year-over-year.
Other Items of R$0.2 million for the quarter ended March 31, 2023. Other items comprise the income/(loss) generated by contingent consideration adjustment and financial expenses related to acquisitions.
Share Based Plan expensesxxiv of R$2.1 million for the quarter ended March 31, 2023. In the last twelve months ended March 31, 2023, share based plan expenses accounted for R$15.6 million.
Non-operational expenses of R$1.5 million for the last twelve months ended March 31, 2023. Non-operational expenses are comprised of expenses related to professional services rendered in connection with acquisitions and our international corporate organization.
Profit before income taxes of R$45.6 million for the quarter ended March 31, 2023, compared to R$57.0 million for the quarter ended March 31, 2022, a decrease of 20% year-over-year. Profit before income taxes for the last twelve months ended March 31, 2023, was R$260.4 million, an increase of 2% when compared to the last twelve months ended March 31, 2022.
Income Taxesxxv of R$12.9 million for the quarter ended March 31, 2023, which represented an effective tax rate for the quarter of 28%, compared to R$11.7 million for the quarter ended March 31, 2022, which represented an effective tax rate of 21%, representing an increase of 7.7 percentage points year-over-year, driven by the mark to market correction effect across our balance sheet’s position in Listed REITs this quarter.
Contingent consideration adjustment related to acquisitions, after tax, of negative R$2.7 million for the quarter ended March 31, 2023. Contingent consideration adjustment related to Vinci SPS’ acquisition reflects the change in earn out’s fair value to be paid in 2027.
Adjusted Net Income of R$30.0 million for the quarter ended March 31, 2023, compared to R$49.7 million for the quarter ended March 31, 2022, a decrease of 40% year-over-year. Adjusted Net Income was R$195.9 million for the last twelve months ended March 31, 2023, down 7% when compared to the last twelve months ended March 31, 2022.
Supplement Details
Assets Under Management (AUM)xxvi Rollforward – R$ millions
For the Three Months Ended March 31, 2023
|
Private Equity |
Public Equities |
IP&S | Infrastructure | Real Estate | Credit |
Hedge Funds |
Vinci SPS | Total | |
| Beginning balance | 13,781 | 7,397 | 24,187 | 2,055 | 5,649 | 5,056 | 2,812 | 2,144 | 63,081 |
| (+/-) Capital Subscription / (capital return) | 227 | – | 28 | 261 | (104) | (153) | – | (43) | 215 |
| (+) Capital Subscription | 250 | – | 28 | 285 | – | – | – | – | 563 |
| (-) Capital Return | (23) | – | – | (24) | (104) | (153) | – | (43) | (347) |
| (+) Acquisitions | – | – | – | – | – | – | – | – | – |
| (+/-) Net Inflow / (outflow) | – | 108 | (144) | – | (60) | 21 | (235) | – | (309) |
| (+/-) Appreciation / (depreciation) | (420) | (410) | 145 | 45 | (349) | 40 | 146 | 48 | (756) |
| Ending Balance | 13,587 | 7,095 | 24,216 | 2,361 | 5,137 | 4,964 | 2,723 | 2,149 | 62,232 |
For the Twelve Months Ended March 31, 2023
|
Private Equity |
Public Equities |
IP&S | Infrastructure |
Real Estate |
Credit |
Hedge Funds |
Vinci SPS | Total | |
| Beginning balance | 11,025 | 9,333 | 23,394 | 1,493 | 5,317 | 3,206 | 2,910 | – | 56,677 |
| (+/-) Capital Subscription / (capital return) | 2,502 | – | 28 | 899 | (144) | 1,444 | – | (86) | 4,643 |
| (+) Capital Subscription | 2,641 | – | 28 | 956 | 284 | 1,694 | – | 47 | 5,648 |
| (-) Capital Return | (139) | – | (0) | (57) | (428) | (249) | – | (132) | (1,006) |
| (+) Acquisitions | – | – | – | – | – | – | – | 2,055 | 2,055 |
| (+/-) Net Inflow / (outflow) | – | (659) | 251 | – | (134) | 89 | (489) | – | (943) |
| (+/-) Appreciation / (depreciation) | 60 | (1,578) | 544 | (31) | 98 | 224 | 301 | 179 | (202) |
| Ending Balance | 13,587 | 7,095 | 24,216 | 2,361 | 5,137 | 4,964 | 2,723 | 2,149 | 62,232 |
Fee Earning Assets Under Management (FEAUM) Rollforward – R$ millions
For the Three Months Ended March 31, 2023
|
Private Equity |
Public Equities |
IP&S | Infrastructure | Real Estate | Credit |
Hedge Funds |
Vinci SPS | Total | |
| Beginning balance | 10,407 | 7,334 | 24,085 | 2,003 | 5,649 | 5,056 | 2,718 | 2,144 | 59,397 |
| (+/-) Capital Subscription / (capital return) | 227 | – | 28 | 282 | (104) | (153) | – | (43) | 236 |
| (+) Capital Subscription | 250 | – | 28 | 285 | – | – | – | – | 563 |
| (-) Capital Return | (23) | – | – | (3) | (104) | (153) | – | (43) | (327) |
| (+) Acquisitions | – | – | – | – | – | – | – | – | – |
| (+/-) Net Inflow / (outflow) | – | 116 | (146) | – | (60) | 21 | (286) | – | (355) |
| (+/-) Appreciation / (depreciation) | (372) | (410) | 82 | 28 | (349) | 40 | 141 | 48 | (791) |
| Ending Balance | 10,262 | 7,040 | 24,048 | 2,313 | 5,137 | 4,964 | 2,574 | 2,149 | 58,487 |
For the Twelve Months Ended March 31, 2023
|
Private Equity |
Public Equities |
IP&S | Infrastructure |
Real Estate |
Credit |
Hedge Funds |
Vinci SPS | Total | |
| Beginning balance | 9,236 | 9,267 | 23,258 | 1,433 | 5,317 | 3,206 | 2,838 | – | 54,553 |
| (+/-) Capital Subscription / (capital return) | 1,207 | – | 28 | 905 | (144) | 1,444 | – | (86) | 3,354 |
| (+) Capital Subscription | 1,334 | – | 28 | 956 | 284 | 1,694 | – | 47 | 4,341 |
| (-) Capital Return | (127) | – | (0) | (51) | (428) | (249) | – | (132) | (987) |
| (+) Acquisitions | – | – | – | – | – | – | – | 2,055 | 2,055 |
| (+/-) Net Inflow / (outflow) | – | (649) | 269 | – | (134) | 89 | (553) | – | (978) |
| (+/-) Appreciation / (depreciation) | (181) | (1,578) | 494 | (24) | 98 | 224 | 289 | 179 | (498) |
| Ending Balance | 10,262 | 7,040 | 24,048 | 2,313 | 5,137 | 4,964 | 2,574 | 2,149 | 58,487 |
Accrued Performance Fees – Private Market Funds
| (R$ mm) | 4Q’22 | Unrealized Performance Fees | Realized Distributions | 1Q’23 |
| Private Equity | 149.0 | (11.6) | - | 137.5 |
| Infrastructure | 18.3 | (0.6) | - | 17.6 |
| Real Estate | 0.2 | (0.1) | - | 0.1 |
| Credit | 0.1 | (0.1) | - | - |
| Total | 167.5 | (12.4) | - | 155.2 |
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$15.5 million as of the end of the first quarter of 2023 booked as unrealized performance fees in the company´s balance sheet.
Accrued performance fees shown for Private Equity funds of R$137.5 million, for others Infrastructure funds of R$2.1 million and for Real Estate funds of R$0.1 million as of the end of the fourth quarter of 2022 have not been booked as unrealized performance fees in the company´s balance sheet.
Investment Records – IP&S, Liquid Strategies, Credit and Listed REIT
| Fund | Segment |
NAVxxvii (R$ millions) |
1Q23 | YTD | 12 M | 24 M | Market Comparison | Index Rate |
| Vinci Multiestratégia FIM | Hedge Funds | 358.6 | 3.3% | 3.3% | 12.1% | 18.7% | CDIxxviii | CDI |
| Atlas Strategyxxix | Hedge Funds | 389.6 | 1.1% | 1.1% | 5.0% | 6.5% | CDI | CDI |
| Vinci Total Return | Hedge Funds | 199.9 | (2.6)% | (2.6)% | (7.6)% | 10.3% | IPCAxxx+ Yield IMA-Bxxxi | IPCA + Yield IMA-B |
| Mosaico Strategyxxxii | Public Equities | 851.1 | (6.6)% | (6.6)% | (19.8)% | (20.6)% | IBOVxxxiii | IBOV |
| Vinci Gas Dividendos FIA | Public Equities | 453.8 | (6.8)% | (6.8)% | (12.8)% | (7.3)% | IBOV | IBOV |
| Vinci Valorem FIM | IP&S | 3,066.5 | 4.2% | 4.2% | 9.7% | 18.1% | IMA-B 5 | IMA-B 5 |
| Equilibrio Strategyxxxiv | IP&S | 2,070.7 | 3.6% | 3.6% | 8.7% | 17.0% | IPCA | - |
| Vinci Retorno Real FIM | IP&S | 177.6 | 5.1% | 5.1% | 12.8% | 21.8% | IMA-B | IMA-B |
| Vinci Crédito Imobiliário I | Credit | 129.0 | 3.7% | 3.7% | 11.3% | 16.4% | IPCA | IPCA + 7.785% |
| Vinci Crédito Imobiliário II | Credit | 789.2 | 4.1% | 4.1% | 9.9% | 18.1% | IPCA | IPCA + 6% |
| Vinci Crédito Estruturado Multiestrategia Plus FIC FIM | Credit | 122.2 | 1.6% | 1.6% | 12.7% | 23.4% | CDI | CDI |
| Vinci Energia Sustentável | Credit | 571.0 | 2.1% | 2.1% | 5.1% | 14.5% | IPCA | IPCA + 6% |
| Vinci Crédito Multiestratégia | Credit | 325.6 | (1.2)% | (1.2)% | 5.6% | 19.5% | CDI | IPCA + 5% |
| VISC11 | Real Estate (listed REIT) | 1,879.9 | (1.7)% | (1.7)% | 11.1% | 7.1% | IFIXxxxv | IPCA + 6% |
| VILG11 | Real Estate (listed REIT) | 1,319.8 | (9.5)% | (9.5)% | (3.2)% | (12.4)% | IFIX | IPCA + 6% |
| VINO11 | Real Estate (listed REIT) | 648.0 | (15.4)% | (15.4)% | (14.2)% | (22.6)% | IFIX | IPCA + 6% |
| VIFI11 | Real Estate / Credit (listed REIT) | 53.8 | (1.1)% | (1.1)% | 2.9% | (7.0)% | IFIX | IFIX |
| VIUR11 | Real Estate (listed REIT) | 161.9 | (20.9)% | (20.9)% | (7.1)% | (26.4)% | IFIX | IPCA + 6% |
| VCRI11 | Real Estate / Credit (listed REIT) | 145.6 | (4.9)% | (4.9)% | (4.1)% | (4.1)% | IFIX | IPCA + Xxxxvi% |
| VICA11 | Real Estate / Credit (REIT) | 374.3 | 1.2% | 1.2% | 1.2% | 1.2% | IFIX | CDI + 1% |
| VINCI FOF IMOBILIARIO FIM CP | Real Estate (REIT) | 56.9 | (0.1)% | (0.1)% | 3.9% | 12.5% | IFIX | IFIX |
| VIGT11 | Infrastructure (listed) | 580.9 | (0.5)% | (0.5)% | 2.5% | (0.6)% | - | - |
| Benchmark | 1Q23 | YTD | 12 M | 24 M |
| IBOV | (7.2)% | (7.2)% | (15.1)% | (12.6)% |
| CDI | 3.3% | 3.3% | 13.3% | 20.5% |
| IMA-B 5 | 4.4% | 4.4% | 10.4% | 20.0% |
| IPCA + Yield IMA-B | 3.6% | 3.6% | 11.8% | 27.9% |
| IPCA | 2.1% | 2.1% | 4.7% | 16.5% |
| IFIX | (3.7)% | (3.7)% | (0.7)% | (3.0)% |
Investment Records – Closed End Private Markets fundsxxxvii
| Fund |
Segment |
Vintage year |
Committed Capital (R$mm) |
Invested Capital (R$mm) |
Realized or Partially Realized (R$mm) |
Unrealized (R$mm) |
Total Value (R$mm) |
Gross MOICxxxviii (BRL) |
Gross MOIC (USD) |
Gross IRRxxxix (BRL) |
Gross IRR (USD) |
| Fund 1 | Private Equity | 2004 | 1,415 | 1,206 | 5,065 | 215 | 5,279 | 4.4x | 4.0x | 71.5% | 77.2% |
| VCP II | Private Equity | 2011 | 2,200 | 1,880 | 2,049 | 2,150 | 4,199 | 2.2x | 1.1x | 11.5% | 1.7% |
| VCP III | Private Equity | 2018 | 4,000 | 2,122 | 34 | 3,543 | 3,578 | 1.6x | 1.5x | 36.5% | 28.1% |
| VCP IV | Private Equity | 2022 | 1,263 | – | – | – | – | – | – | – | – |
| VCP Strategyxl | Private Equity | 8,878 | 5,208 | 7,148 | 5,908 | 13,056 | 2.5x | 2.2x | 64.7% | 70.2% | |
| NE Empreendedor | Private Equity | 2003 | 36 | 13 | 26 | – | 26 | 2.1x | 2.6x | 22.0% | 30.5% |
| Nordeste III | Private Equity | 2017 | 240 | 134 | 91 | 144 | 236 | 1.8x | 1.4x | 21.0% | 12.6% |
| VIR IV | Private Equity | 2020 | 1,000 | 314 | 95 | 267 | 362 | 1.2x | 1.2x | 16.7% | 20.6% |
| VIR Strategyxli | Private Equity | 1,276 | 461 | 212 | 411 | 624 | 1.4x | 1.3x | 21.0% | 27.6% | |
| SPS I | Vinci SPS | 2018 | 128 | 177 | 141 | 141 | 282 | 1.6x | 1.6x | 25.6% | 18.1% |
| SPS II | Vinci SPS | 2020 | 671 | 996 | 515 | 879 | 1,394 | 1.4x | 1.6x | 28.8% | 31.0% |
| SPS III | Vinci SPS | 2021 | 1,070 | 398 | 53 | 419 | 472 | 1.2x | 1.3x | 31.2% | 39.1% |
| SPS Strategyxlii | Vinci SPS | 1,869 | 1,571 | 709 | 1,438 | 2,147 | 1.4x | 1.6x | 28.2% | 27.9% | |
| FIP Transmissãoxliii | Infrastructure | 2017 | 211 | 104 | 255 | 118 | 373 | 3.6x | 2.7x | 61.7% | 45.7% |
| VIASxliv | Infrastructure | 2021 | 386 | 350 | – | 409 | 409 | 1.2x | 1.2x | 38.3% | 35.3% |
| VICCxlv | Infrastructure | 2023 | 944 | – | – | – | – | – | – | – | – |
| VFDLxlvi | Real Estate | 2021 | 422 | 110 | 2 | 131 | 133 | 1.2x | 1.3x | 21.7% | 26.0% |
| Vinci Credit Infraxlvii | Credit | 2022 | 1,400 | 60 | – | 58 | 58 | 1.0x | 1.0x | NM | NM |
Shareholder Dividends
| ($ in thousands) | 1H21 | 3Q'21 | 4Q'21 | 1Q’22 | 2Q’22 | 3Q'22 | 4Q’22 | 1Q’23 |
| Distributable Earnings (R$) | 101,976 | 61,743 | 68,515 | 53,255 | 60,435 | 72,842 | 55,792 | 60,006 |
| Distributable Earnings (US$)xlviii | 19,397 | 11,377 | 13,637 | 10,615 | 11,795 | 14,281 | 10,618 | 11,994 |
| DE per Common Share (US$)xlix | 0.34 | 0.20 | 0.24 | 0.19 | 0.21 | 0.26 | 0.19 | 0.22 |
| Actual Dividend per Common Sharel | 0.30 | 0.16 | 0.20 | 0.17 | 0.17 | 0.20 | 0.17 | 0.16 |
| Record Date | September 01,2021 | December 01,2021 | March 10, 2022 | May 24, 2022 | August 25, 2022 | November 23, 2022 | March 01, 2023 | May 25, 2023 |
| Payable Date | September 16, 2021 | December 16,2021 | March 24, 2022 | June 08, 2022 | September 09,2022 | December 08, 2022 | March 15, 2023 | June 09, 2023 |
Vinci Partners generated R$1.10 or US$0.22 of Distributable Earnings per common share for the first quarter of 2023. The company declared a quarterly dividend of US$0.16 per common share to record holders as of May 25, 2023; payable on June 09, 2023.
Share Summary
| VINP Shares | 1Q'21 | 2Q'21 | 3Q'21 | 4Q'21 | 1Q’22 | 2Q'22 | 3Q'22 | 4Q'22 | 1Q'23 |
| Class B | 14,466,239 | 14,466,239 | 14,466,239 | 14,466,239 | 14,466,239 | 14,466,239 | 14,466,239 | 14,466,239 | 14,466,239 |
| Class Ali | 42,447,349 | 42,270,694 | 42,097,179 | 41,689,338 | 41,363,077 | 41,112,717 | 40,892,619 | 40,614,497 | 40,247,461 |
| Common Shares Outstanding | 56,913,588 | 56,736,933 | 56,563,418 | 56,155,577 | 55,829,316 | 55,578,956 | 55,358,858 | 55,080,736 | 54,713,700 |
Common Shares Outstanding as of quarter end of 54,713,700 shares.
| · | Repurchased 367,036 common shares in the quarter, with an average share price of US$9.4. |
| · | Repurchased 2,199,888 common shares since the announcement of the first share repurchase plan, with an average share price of US$11.5. |
| · | The second share repurchase plan was replaced by a new share repurchase plan initiated on February 14th, 2023, limited to R$60 million. The previous plan is set to expire on the date that the R$60 million buyback limit set thereunder is reached. |
| · | Available authorization remaining was R$71.8 million on March 31, 2023. |
GP Commitment in Vinci Partners funds
|
(R$ millions, unless mentioned) Fund |
Segment |
1Q23 Commitments |
Total Capital Committed |
1Q23 Capital Called | Total Capital Called |
Capital Returned/ Dividends Paid (1Q23) |
Accumulated Capital Returned/ Dividends Paid |
Fair value of investments |
| Nordeste III | Private Equity | – | 5.0 | – | 3.1 | – | 1.6 | 2.6 |
| VCP III | Private Equity | – | 3.1 | 0.2 | 2.4 | – | – | 3.6 |
| VIR IV | Private Equity | – | 11.1 | – | 3.9 | – | 1.0 | 2.9 |
| VCP IV | Private Equity | – | 350.0 | – | – | – | – | – |
| FIP Infra Transmissão (co- investment)i | Infrastructure | – | 29.5 | – | 8.9 | – | 20.9 | 10.1 |
| FIP Infra Transmissãoii | Infrastructure | – | 10.5 | – | 3.4 | – | 6.6 | 2.8 |
| VIAS | Infrastructure | – | 50.0 | – | 27.8 | – | – | 33.9 |
| Vinci Transporte e Logística II | Infrastructure | – | 15.0 | – | – | – | – | – |
| Vinci Transporte e Logística I | Infrastructure | – | 11.4 | – | 6.3 | – | – | 5.5 |
| VICC | Infrastructure | – | 100.0 | – | – | – | – | – |
| VFDL | Real Estate | – | 70.0 | – | 22.8 | – | – | 25.6 |
| VIUR | Real Estate | – | 67.3 | – | 67.3 | 1.5 | 10.4 | 41.0 |
| VINO | Real Estate | – | 50.0 | – | 50.0 | 0.8 | 4.3 | 35.8 |
| Vinci FOF Imobiliário | Real Estate | – | 16.9 | – | 16.9 | – | 0.5 | 18.4 |
| VCS (VCRI) | Real Estate / Credit | – | 80.0 | – | 80.0 | 2.8 | 11.5 | 69.2 |
| Vinci Crédito Agro Fiagro-Imobiliário | Real Estate / Credit | – | 23.0 | – | 23.0 | 0.8 | 1.7 | 22.8 |
| Vinci Crédito Infra Institucional | Credit | – | 100.0 | – | 7.7 | – | – | 7.5 |
| VSP FIM | IP&S | – | 50.0 | 0.8 | 6.8 | – | – | 9.2 |
| Vinci PIPE FIA | Public Equities | – | 25.0 | – | 25.0 | – | – | 19.7 |
| Total | – | 1,067.8 | 1.1 | 355.1 | 5.9 | 58.7 | 310.4 |
Reconciliation and Disclosures
Non-GAAP Reconciliation
| (R$ thousands, unless mentioned) | 1Q’22 | 4Q’22 | 1Q’23 | 1Q’22 LTM | 1Q’23 LTM |
| OPERATING PROFIT | 45,959 | 55,321 | 50,285 | 235,231 | 203,943 |
| (-) Net revenue from realized performance fees | (2,536) | (9,241) | (1,963) | (38,355) | (17,645) |
| (-) Net revenue from unrealized performance fees | (636) | 1,683 | – | 7,501 | 4,254 |
| (+) Compensation allocated in relation to performance fees | 1,032 | 3,558 | 733 | 11,741 | 6,255 |
| FEE RELATED EARNINGS (FRE) | 43,818 | 51,321 | 49,055 | 216,117 | 196,807 |
| OPERATING PROFIT | 45,959 | 55,321 | 50,285 | 235,231 | 203,943 |
| (-) Net revenue from management fees | (87,229) | (99,640) | (95,877) | (366,456) | (380,149) |
| (-) Net revenue from advisory | (3,674) | (4,394) | (4,468) | (55,363) | (22,788) |
| (+) Bonus related to management and advisory | 17,272 | 18,981 | 18,062 | 83,715 | 74,108 |
| (+) Personnel expenses | 6,549 | 6,163 | 7,164 | 23,698 | 26,069 |
| (+) Other general and administrative expenses | 4,503 | 4,977 | 3,458 | 18,441 | 17,338 |
| (+) Corporate center expenses | 18,761 | 22,592 | 22,606 | 79,848 | 88,615 |
| PERFORMANCE RELATED EARNINGS (PRE) | 2,140 | 4,000 | 1,230 | 19,113 | 7,136 |
| OPERATING PROFIT | 45,959 | 55,321 | 50,285 | 235,231 | 203,943 |
| (-) Net revenue from unrealized performance fees | (636) | 1,683 | – | 7,501 | 4,254 |
| (+) Compensation allocated in relation to unrealized performance fees | 225 | (593) | – | (2,658) | (1,503) |
| (+) Realized gain from GP investment income | 2,045 | 7,462 | 5,881 | 15,784 | 24,007 |
| SEGMENT DISTRIBUTABLE EARNINGS | 47,593 | 63,873 | 56,166 | 255,857 | 230,701 |
| NET INCOME | 45,306 | 58,490 | 32,706 | 206,908 | 206,801 |
| (-) Net revenue from unrealized performance fees | (636) | 1,683 | – | 7,501 | 4,254 |
| (+) Income tax from unrealized performance fees | 73 | (194) | – | (866) | (490) |
| (+) Compensation allocated in relation to unrealized performance fees | 225 | (593) | – | (2,658) | (1,503) |
| (-) Unrealized gain from GP investment income | 6,214 | (549) | 26,081 | 21,034 | 33,734 |
| (+) Income tax on unrealized gain from GP investment income | – | (321) | – | (3,074) | (369) |
| (-) Unrealized gain from financial income | 288 | (33) | – | 968 | (1,200) |
| (+) Income tax on unrealized gain from financial income | 65 | – | – | 113 | (65) |
| (-) Contingent consideration (earn-out) gain (loss), after-tax | – | (9,221) | (2,674) | – | (11,895) |
| (+) Depreciation and amortization³ | 984 | 1,803 | 1,778 | 3,962 | 5,780 |
| (+) Share Based Plan | 736 | 5,463 | 2,107 | 4,406 | 15,647 |
| (-) Income Taxes on Share Based Plan | – | (736) | 8 | – | (1,620) |
| (+) Non-operational expenses including income tax related to realized expense | 4,437 | – | – | 4,437 | 988 |
| ADJUSTED DISTRIBUTABLE EARNINGS | 57,692 | 55,792 | 60,006 | 242,731 | 250,063 |
| TOTAL NET REVENUE FROM SERVICES RENDERED | 94,075 | 111,592 | 102,308 | 452,673 | 416,328 |
| (-) Net revenue from realized performance fees | (2,536) | (9,241) | (1,963) | (38,355) | (17,645) |
| (-) Net revenue from unrealized performance fees | (636) | 1,683 | – | 7,501 | 4,254 |
| NET REVENUE FROM MANAGEMENT FEES AND ADVISORY | 90,903 | 104,034 | 100,345 | 421,819 | 402,937 |
Effective Tax Rate Reconciliation
| (R$ thousands, unless mentioned) | 1Q’22 | 1Q’23 | 1Q’22 LTM | 1Q’23 LTM | |
| Profit (loss) before income taxes | 57,045 | 45,587 | 254,642 | 260,356 | |
| Combined statutory income taxes rate - % | 34% | 34% | 34% | 34% | |
| Income tax benefit (Expense) at statutory rates | (19,395) | (15,500) | (86,578) | (88,522) | |
| Reconciliation adjustments: | |||||
| Expenses not deductible | (18) | (62) | (358) | (258) | |
| Tax benefits | 35 | 35 | 846 | 282 | |
| Share based payments | (86) | (29) | (457) | (240) | |
| Effect of presumed profit of subsidiaries¹ and offshore subsidiariesliv | 7,714 | 2,662 | 38,901 | 35,168 | |
| Other additions (exclusions), net | 11 | 13 | (88) | 15 | |
| Income taxes expenses | (11,739) | (12,881) | (47,734) | (53,555) | |
| Current | (12,671) | (12,517) | (55,245) | (52,990) | |
| Deferred | 932 | (364) | 7,511 | (565) | |
| Effective tax rate | 21% | 28% | 19% | 21% |
Balance Sheet Results
| Assets | 12/30/2022 | 3/31/2023 |
| Current assets | ||
| Cash and cash equivalents | 136,581 | 101,202 |
| Cash and bank deposits | 30,108 | 22,928 |
| Financial instruments at fair value through profit or loss | 106,473 | 78,274 |
| Financial instruments at fair value through profit or loss | 1,243,764 | 1,177,357 |
| Trade receivables | 57,675 | 60,352 |
| Sub-leases receivable | 1,500 | 1,587 |
| Taxes recoverable | 1,555 | 1,766 |
| Other assets | 16,481 | 20,150 |
| Total current assets | 1,457,556 | 1,362,414 |
| Non-current assets | ||
| Financial instruments at fair value through profit or loss | 5,985 | 6,181 |
| Trade receivables | 17,298 | 17,116 |
| Sub-leases receivable | 1,343 | 1,080 |
| Taxes recoverable | 3,141 | 3,497 |
| Deferred taxes | 9,241 | 10,257 |
| Other receivables | 1,065 | 947 |
| 38,073 | 39,078 | |
| Property and equipment | 11,951 | 11,728 |
| Right of use - Leases | 70,136 | 67,165 |
| Intangible assets | 189,238 | 191,777 |
| Total non-current assets | 309,398 | 309,748 |
| TOTAL | 1,766,954 | 1,672,162 |
| Liabilities and equity | 12/30/2022 | 3/31/2023 |
| Current liabilities | ||
| Trade payables | 1,247 | 521 |
| Deferred Revenue | – | 17,219 |
| Leases | 24,147 | 24,381 |
| Accounts payable | 7,328 | 6,201 |
| Labor and social security obligations | 87,732 | 25,228 |
| Loans and Obligations | 13,168 | 10,323 |
| Taxes and contributions payable | 22,291 | 16,110 |
| Total current liabilities | 155,913 | 99,983 |
| Non-current liabilities | ||
| Accounts payable | – | – |
| Leases | 62,064 | 58,144 |
| Labor and social security obligations | 2,968 | 3,120 |
| Loans and Obligations | 162,122 | 158,908 |
| Deferred taxes | 8,340 | 9,720 |
| 235,494 | 229,892 | |
| Total liabilities | 391,407 | (329,875) |
| Equity | ||
| Share capital | 15 | 15 |
| Additional paid-in capital | 1,382,038 | 1,382,038 |
| Treasury shares | (114,978) | (132,966) |
| Retained Earnings | 81,310 | 65,032 |
| Other reserves | 24,149 | 25,186 |
| 1,372,534 | 1,339,305 | |
| Non-controlling interests in the equity of subsidiaries | 3,013 | 2,982 |
| Total equity | 1,375,547 | 1,342,287 |
| Total liabilities and equity | 1,766,954 | 1,672,162 |
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.
i Adjusted Distributable Earnings is calculated as Distributable Earnings less non-operational expenses.
ii LTM Dividend Yield is calculated considering 0.70 dividend/share for LTM and US$8.14/share as of May 9th,2023.
iii 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.
iv FRE per share is calculated considering the number of outstanding shares at the end of the current quarter. Last twelve months values are calculated as the sum of the last three quarters.
v Other financial expenses include the interest related to Vinci SPS’ acquisition.
vi 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.
vii Adjusted DE per share is calculated considering the number of outstanding shares at the end of the current quarter. Last twelve months values are calculated as the sum of the last four quarters.
viii For the last twelve months ended March 31, 2023, non-operational expenses are composed by expenses related to professional services to matters related to acquisitions and our international corporate organization.
ix 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.
x Asset management segments are: Private Equity, Real Estate, Credit, Infrastructure, Vinci SPS, Public Equities, Hedge Funds and IP&S.
xi FRE Margin is calculated as FRE over total net management and advisory fees.
xii “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.
xiii 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.
xiv 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.
xv “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.
xvi “Other Items” include interest expenses related to acquisitions and the earn-out’s variation.
xvii “Contingent consideration adjustment related to acquisitions” reflects the change in the earn out’s fair value to be paid in 2027. On March 31, 2023, Vinci revaluated the fair value of the obligation based on the economic conditions at the year end, resulting in a decrease of the contingent consideration fair value. The variation was recognized as an income in the financial result.
xviii “Segment personnel expenses” are composed of the salary-part compensation paid to employees and partners of our funds’ management teams.
xix “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.
xx “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.
xxi “GP investment income” is income from proprietary investments made by us in our own Private Markets’ funds, used as GP Commitments.
xxii “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.
xxiii “Leasing expenses” include costs from the company’s sub-leasing activities.
xxiv “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.
xxv 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.
xxvi 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.
xxvii NAV is the net asset value of each fund. For listed vehicles, the NAV represents the Market valuation of the fund.
xxviii CDI is an average of interbank overnight rates in Brazil (daily average for the period).
xxix Atlas strategy comprises Atlas FIC FIM and Atlas Institucional FIC FIM.
xxx IPCA is a broad consumer price index measured by the IBGE.
xxxi 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.
xxxii Mosaico strategy comprises Vinci Mosaico FIA, Vinci Mosaico Institucional FIA and Vinci Mosaico Advisory FIA.
xxxiii IBOV is the Brazilian stock market most relevant index.
xxxiv Equilibrio Strategy comprises IP&S Family of pension plans.
xxxv IFIX is an index composed by listed REITs in the brazilian stock exchange.
xxxvi 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.
xxxvii 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.
xxxviii “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.
xxxix “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.
xl Total commitments for VCP III include R$1.3 billion in co-investments. Track record presented for the VCP strategy as of 4Q’22, due to fund’s administrator timeline to disclose the quarterly markup of the fund, only Committed Capital is updated as of 1Q’23.
xli Track record for VIR strategy is presented as of 4Q’22, due to fund’s administrator timeline to disclose the quarterly markup of the fund.
xlii Track record for Vinci SPS strategy is presented as of 1Q’23.
xliii Track record for FIP Infra is presented as of 4Q’22.
xliv Track record for VIAS is presented as of 4Q’22.
xlv Track record for VICC is presented as of 1Q`23.
xlvi Track record for VFDL is presented as of 1Q’23.
xlvii Track record for Vinci Credit Infra is presented as of 1Q’23.
xlviii US$ Distributable Earnings was calculated considering the exchange rate from USD to BRL of 5.0032 as of May 09, 2023, when dividends were approved by our Board of Directors.
xlix Per Share calculations are based on end of period Participating Common Shares.
l Actual dividends per common share are calculated considering the share count as of the applicable record date.
li As of March 31, 2023, Public Float was comprised of 13,117,801 Class A common shares.
lii The remaining capital committed in FIP Infra Transmissão co-investment will not be called by the fund, which is already in divestment period.
liii The remaining capital committed in FIP Infra Transmissão will not be called by the fund, which is already in divestment period.
liv 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.
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 – 14º andar Jardim Paulistano - 01452-000 55 11 3230 2541 | Vinci SPS Rua Iguatemi, 448 – CJ 601 Itaim Bibi - 01451-010 55 16 2101 4641 | Ribeirão Preto Av. Presidente Vargas, 2.121 – Sala 106 Jardim América - 14020-260 RECIFE 55 81 3204 6811 Av. República do Líbano, 251 - Sala 301 - Torre A Pina - 51110-160 NEW YORK 1 646 559 8000 780 Third Avenue, 25th Floor 10017 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 – 14º andar Jardim Paulistano - 01452-000 55 11 3230 2541 | Vinci SPS Rua Iguatemi, 448 – CJ 601 Itaim Bibi - 01451-010 55 16 2101 4641 | Ribeirão Preto Av. Presidente Vargas, 2.121 – Sala 106 Jardim América - 14020-260 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, 25th Floor 10017 |
Exhibit 99.3
Vinci Partners Investments Ltd.
Interim Financial Statements as of March 31, 2023
Vinci Partners Investments Ltd.
Consolidated balance sheets
All amounts in thousands of reais
| Assets | Note | 03/31/2023 | 12/31/2022 | |||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 5(d) | 101,202 | 136,581 | |||||||
| Cash and bank deposits | 5(d) | 22,928 | 30,108 | |||||||
| Financial instruments at fair value through profit or loss | 5(d) | 78,274 | 106,473 | |||||||
| Financial instruments at fair value through profit or loss | 5(c) | 1,177,357 | 1,243,764 | |||||||
| Accounts receivable | 5(a) | 60,352 | 57,675 | |||||||
| Sub-leases receivable | 10 | 1,587 | 1,500 | |||||||
| Taxes recoverable | 1,766 | 1,555 | ||||||||
| Other assets | 6 | 20,150 | 16,481 | |||||||
| Total current assets | 1,362,414 | 1,457,556 | ||||||||
| Non-current assets | ||||||||||
| Financial instruments at fair value through profit or loss | 5(c) | 6,181 | 5,985 | |||||||
| Accounts receivable | 5(a) | 17,116 | 17,298 | |||||||
| Sub-leases receivable | 10 | 1,080 | 1,343 | |||||||
| Taxes recoverable | 3,497 | 3,141 | ||||||||
| Deferred taxes | 19 | 10,257 | 9,241 | |||||||
| Other assets | 6 | 947 | 1,065 | |||||||
| 39,078 | 38,073 | |||||||||
| Property and equipment | 8 | 11,728 | 11,951 | |||||||
| Right of use - Leases | 10 | 67,165 | 70,136 | |||||||
| Intangible assets | 9 | 191,777 | 189,238 | |||||||
| Total non-current assets | 309,748 | 309,398 | ||||||||
| Total assets | 1,672,162 | 1,766,954 | ||||||||
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 | 03/31/2023 | 12/31/2022 | |||||||
| Current liabilities | ||||||||||
| Trade payables | 521 | 1,247 | ||||||||
| Deferred revenue | 21 | 17,219 | - | |||||||
| Leases | 10 and 5(e) | 24,381 | 24,147 | |||||||
| Accounts payable | 11 | 6,201 | 7,328 | |||||||
| Labor and social security obligations | 12 | 25,228 | 87,732 | |||||||
| Loans and obligations | 14 | 10,323 | 13,168 | |||||||
| Taxes and contributions payable | 13 | 16,110 | 22,291 | |||||||
| Total current liabilities | 99,983 | 155,913 | ||||||||
| Non-current liabilities | ||||||||||
| Leases | 10 and 5(e) | 58,144 | 62,064 | |||||||
| Labor and social security obligations | 12 | 3,120 | 2,968 | |||||||
| Loans and obligations | 14 | 158,908 | 162,122 | |||||||
| Deferred taxes | 19 | 9,720 | 8,340 | |||||||
| Total non-current liabilities | 229,892 | 235,494 | ||||||||
| Total liabilities | 329,875 | 391,407 | ||||||||
| Equity | 15 | |||||||||
| Share capital | 15 | 15 | ||||||||
| Additional paid-in capital | 1,382,038 | 1,382,038 | ||||||||
| Treasury shares | 15(f) | (132,966 | ) | (114,978 | ) | |||||
| Retained earnings | 65,032 | 81,310 | ||||||||
| Other reserves | 25,186 | 24,149 | ||||||||
| 1,339,305 | 1,372,534 | |||||||||
| Non-controlling interests in the equity of subsidiaries | 7(b) | 2,982 | 3,013 | |||||||
| Total equity | 1,342,287 | 1,375,547 | ||||||||
| Total liabilities and equity | 1,672,162 | 1,766,954 | ||||||||
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 three-month period ended March 31
All amounts in thousands of reais unless otherwise stated
| Statements of Income | Note | 03/31/2023 | 03/31/2022 | |||||||
| Net revenue from services rendered | 16 | 102,308 | 94,075 | |||||||
| General and administrative expenses | 17 | (54,130 | ) | (53,961 | ) | |||||
| Operating profit | 48,178 | 40,114 | ||||||||
| Finance income | 18 | 4,253 | 22,992 | |||||||
| Finance expenses | 18 | (6,844 | ) | (6,061 | ) | |||||
| Finance profit/(loss), net | (2,591 | ) | 16,931 | |||||||
| Profit before income taxes | 45,587 | 57,045 | ||||||||
| Income taxes | 19 | (12,881 | ) | (11,739 | ) | |||||
| Profit for the period | 32,706 | 45,306 | ||||||||
| Attributable to the shareholders of the parent company | 32,737 | 45,309 | ||||||||
| Attributable to non-controlling interests | (31 | ) | (3 | ) | ||||||
| Basic earnings per share/quota in Brazilian Reais | 15(g) | 0.58 | 0.80 | |||||||
| Diluted earnings per share/quota in Brazilian Reais | 15(g) | 0.57 | 0.80 | |||||||
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 three-month period ended March 31
All amounts in thousands of reais
| 03/31/2023 | 03/31/2022 | |||||||
| Profit for the period | 32,706 | 45,306 | ||||||
| Other comprehensive income | ||||||||
| Items that may be reclassified to profit or loss: | ||||||||
| Foreign exchange variance of investees | ||||||||
| Vinci Capital Partners GP Limited | (3 | ) | (38 | ) | ||||
| Vinci USA LLC | (869 | ) | (2,086 | ) | ||||
| Vinci Capital Partners F III GP Limited | (22 | ) | (29 | ) | ||||
| GGN GP LLC | (3 | ) | (19 | ) | ||||
| VICC Infra GP LLC | (4 | ) | - | |||||
| Vinci Capital Partners IV GP LLC | (48 | ) | - | |||||
| Total comprehensive income for the period | 31,757 | 43,134 | ||||||
| Attributable to: | ||||||||
| Shareholders of the parent company | 31,788 | 43,137 | ||||||
| Non-controlling interests | (31 | ) | (3 | ) | ||||
| 31,757 | 43,134 | |||||||
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 three months ended March 31
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, 2022 | 15 | 1,382,038 | 70,183 | 15,182 | (52,585 | ) | 1,414,833 | 43 | 1,414,876 | |||||||||||||||||||||||
| Profit for the period | - | - | 45,309 | - | - | 45,309 | (3 | ) | 45,306 | |||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||||||
| Foreign exchange variation of investee located abroad | - | - | - | (2,172 | ) | - | (2,172 | ) | (6 | ) | (2,178 | ) | ||||||||||||||||||||
| Share based payments | - | - | - | 737 | - | 737 | - | 737 | ||||||||||||||||||||||||
| Treasury shares bought | - | - | - | - | (21,230 | ) | (21,230 | ) | - | (21,230 | ) | |||||||||||||||||||||
| Allocation of profit: | ||||||||||||||||||||||||||||||||
| Dividends | - | - | (56,177 | ) | - | - | (56,177 | ) | - | (56,177 | ) | |||||||||||||||||||||
| At March 31, 2022 | 15 | 1,382,038 | 59,315 | 13,747 | (73,815 | ) | 1,381,300 | 34 | 1,381,334 | |||||||||||||||||||||||
| At January 01, 2023 | 15 | 1,382,038 | 81,310 | 24,149 | (114,978 | ) | 1,372,534 | 3,013 | 1,375,547 | |||||||||||||||||||||||
| Profit for the period | - | - | 32,737 | - | - | 32,737 | (31 | ) | 32,706 | |||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||||||
| Foreign exchange variation of investee located abroad | - | - | - | (949 | ) | - | (949 | ) | - | (949 | ) | |||||||||||||||||||||
| Share based payments | - | - | - | 1,986 | - | 1,986 | - | 1,986 | ||||||||||||||||||||||||
| Treasury shares bought | - | - | - | - | (17,988 | ) | (17,988 | ) | - | (17,988 | ) | |||||||||||||||||||||
| Allocation of profit: | ||||||||||||||||||||||||||||||||
| Dividends | - | - | (49,015 | ) | - | - | (49,015 | ) | - | (49,015 | ) | |||||||||||||||||||||
| At March 31, 2023 | 15 | 1,382,038 | 65,032 | 25,186 | (132,966 | ) | 1,339,305 | 2,982 | 1,342,287 | |||||||||||||||||||||||
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
Three-month period ended March 31
All amounts in thousands of reais unless otherwise stated
| Notes | 03/31/2023 | 03/31/2022 | ||||||||
| Cash flows from operating activities | ||||||||||
| Profit before taxation | 17 | 45,587 | 57,045 | |||||||
| Adjustments to reconcile net income to cash flows from operations: | ||||||||||
| Depreciation and amortization | 4,555 | 3,544 | ||||||||
| Investment income of financial instruments at fair value through profit or loss | 3,173 | (19,202 | ) | |||||||
| Interest expense on loans and obligations | 18 | 3,934 | - | |||||||
| Interest on contingent consideration | 18 | (4,051 | ) | - | ||||||
| Share based payments | 17 | 2,107 | 736 | |||||||
| Financial result on lease agreements | 18 | 2,555 | 2,362 | |||||||
| 57,860 | 44,485 | |||||||||
| Changes in assets and liabilities | ||||||||||
| Accounts receivables | (2,494 | ) | 2,189 | |||||||
| Taxes recoverable | (568 | ) | 4 | |||||||
| Other assets | (3,552 | ) | (2,780 | ) | ||||||
| Trade payables | (726 | ) | (466 | ) | ||||||
| Deferred revenue | 17,219 | 17,504 | ||||||||
| Accounts payable | (85 | ) | 382 | |||||||
| Labor and social security obligations | (62,473 | ) | (81,258 | ) | ||||||
| Taxes and contributions payable | (419 | ) | (1,962 | ) | ||||||
| (53,098 | ) | (66,387 | ) | |||||||
| Cash generated from operations | 4,762 | (21,902 | ) | |||||||
| Income tax paid | (18,219 | ) | (19,538 | ) | ||||||
| Net cash inflow from operating activities | (13,457 | ) | (41,440 | ) | ||||||
| Cash flows from investing activities | ||||||||||
| Purchases of property and equipment and additions to intangible assets | (4,196 | ) | (350 | ) | ||||||
| Purchase of financial instruments at fair value through profit or loss | (13,338 | ) | (48,077 | ) | ||||||
| Sales of financial instruments at fair value through profit or loss | 76,375 | 115,270 | ||||||||
| Net cash (outflow) from investing activities | 58,841 | 66,843 | ||||||||
| Cash flows from financing activities | ||||||||||
| Interest payments of loans and obligations | (5,943 | ) | - | |||||||
| Treasury shares acquisition paid | (18,431 | ) | (22,444 | ) | ||||||
| Lease payments, net of sublease received | (5,864 | ) | (5,687 | ) | ||||||
| Dividends paid | (48,474 | ) | (58,834 | ) | ||||||
| Net cash (outflow) from financing activities | (78,712 | ) | (86,965 | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | (33,328 | ) | (61,562 | ) | ||||||
| Cash and cash equivalents at the beginning of the period | 5(d) | 136,581 | 102,569 | |||||||
| Foreign exchange variation of cash and cash equivalents in subsidiary abroad | (2,051 | ) | (2,491 | ) | ||||||
| Cash and cash equivalents at the end of the period (Note 5d) | 5(d) | 101,202 | 38,516 | |||||||
Non-cash financing activities
Dividends declared and not yet paid until March 31, 2023 and 2022 were R$ 3,791 (Note 11) and R$ 4,363, respectively.
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.
| 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, 2022.
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 May 9, 2023.
| (a) | Interim consolidated financial statements |
Vinci operates as an asset management firm. The Group focuses on private markets, liquid strategies, financial advisory, and investment products and solutions, 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.
Ownership interest in subsidiaries on March 31, 2023 and December 31, 2022 are as follows:
F-8
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Interest - % | ||||||||
| 03/31/2023 | 12/31/2022 | |||||||
| 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 Partners 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 S.A. | 100 | 100 | ||||||
| Vinci APM Ltda. (2) | 100 | 100 | ||||||
| Vinci Monalisa FIM Crédito Privado IE (4) | 100 | 100 | ||||||
| Vinci Asset Allocation Ltda. | 75 | 75 | ||||||
| VICC Infra GP LLC | 100 | 100 | ||||||
| Vinci Capital Partners IV GP LLC | 100 | 100 | ||||||
| Vinci Holding Securitária Ltda. | 85 | 85 | ||||||
| Vinci Vida e Previdência S.A. (5) | 85 | 85 | ||||||
| SPS Capital Gestão de Recursos Ltda. (6) | 100 | 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.
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.
F-9
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
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 four distinct business segments: (i) Private market strategies, (ii) Liquid strategies, (iii) Investment products and solutions; (iv) Financial advisory and (v) Vinci retirement services (Note 20).
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.
| 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 estimations and assumptions made by the Entity is included as follow:
| • | Allowance of expected credit losses of accounts receivable. |
| • | Provision for profit sharing. |
| • | Consolidation of subsidiaries. |
| • | Fair value measurement of financial assets. |
| • | Provision for contingent liabilities. |
| • | Impairment for goodwill and other intangible assets. |
| • | Fair value measurement of contingent consideration. |
| • | Fair value of share-based payments. |
| 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.
F-10
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (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 March 31, 2023, and 2022 the expected credit losses are considered immaterial due to the short maturities of the deposits and the credit quality of the main 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, the identified impairment loss was immaterial.
| (b) | Market risk |
(i) Foreign exchange risk
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 | 03/31/2023 | 12/31/2022 | ||||||
| Cash and cash equivalents | 22,914 | 30,087 | ||||||
| Accounts receivable | 10,102 | 13,823 | ||||||
| Other receivables | 2,470 | 1,618 | ||||||
| Current assets | 35,486 | 45,528 | ||||||
| Other receivables | 1,402 | - | ||||||
| Leases, property and equipment | 3,289 | 3,596 | ||||||
| Non-current assets | 4,691 | 3,596 | ||||||
| Trade payables | 607 | 1,657 | ||||||
| Deferred revenue | 2,032 | - | ||||||
| Labor and social security obligations | 31 | 7,295 | ||||||
| Current liabilities | 2,670 | 8,952 | ||||||
| Payables to related parties | 849 | 608 | ||||||
| Other payables | 254 | - | ||||||
| Lease | 1,692 | 1,973 | ||||||
| Non-current liabilities | 2,795 | 2,581 | ||||||
| Net Equity | 34,712 | 37,591 | ||||||
The aggregate net foreign exchange gains/losses recognized in profit or loss were:
F-11
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Net foreign exchange result for the period | 03/31/2023 | 03/31/2022 | ||||||
| Financial revenue | - | 1,642 | ||||||
| Financial expense | (155 | ) | (2,986 | ) | ||||
| Net foreign exchange result, net | (155 | ) | (1,344 | ) | ||||
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).
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$ 101,202 (12/31/2022 – R$ 136,581) that are expected to readily generate cash inflows for managing liquidity risk.
Net debt reconciliation
This section sets out an analysis of net debt and the movements in net debt for each of the years presented.
| 03/31/2023 | 12/31/2022 | |||||||
| Cash and cash equivalents | 101,202 | 136,581 | ||||||
| Financial instruments at fair value through profit or loss (i) | 1,177,357 | 1,243,764 | ||||||
| Trade payables | (521 | ) | (1,247 | ) | ||||
| Labor and social security obligations | (28,348 | ) | (90,700 | ) | ||||
| Accounts payable | (6,201 | ) | (7,328 | ) | ||||
| Lease liabilities | (82,525 | ) | (86,211 | ) | ||||
| Commercial Notes | (80,108 | ) | (83,212 | ) | ||||
| Consideration payable | (44,675 | ) | (43,579 | ) | ||||
| Contingent consideration | (44,448 | ) | (48,499 | ) | ||||
| Net debt | 991,733 | 1,019,569 | ||||||
| (i) | Comprised of liquid and illiquid investments. Liquid investments are current assets that are traded in an |
F-12
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
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, 2021 | (117,807 | ) | - | (85,544 | ) | 102,569 | 1,372,926 | |||||||||||||
| Cash flow and dividends provision | 18,532 | - | 24,440 | 26,599 | (215,046 | ) | ||||||||||||||
| Fair value adjustment | - | - | - | 7,413 | 85,884 | |||||||||||||||
| Addition and finance expenses accrual | - | (175,290 | ) | (25,197 | ) | - | - | |||||||||||||
| Foreign exchange adjustments | - | - | - | - | - | |||||||||||||||
| Other changes (i) | - | - | 90 | - | - | |||||||||||||||
| December 31, 2022 | (99,275 | ) | (175,290 | ) | (86,211 | ) | 136,581 | 1,243,764 | ||||||||||||
| Cash flow and dividends provision | 64,205 | 5,943 | 6,270 | (37,880 | ) | (63,265 | ) | |||||||||||||
| Fair value adjustment | - | - | - | 2,501 | (3,142 | ) | ||||||||||||||
| Addition and finance expenses accrual | - | 116 | (2,631 | ) | - | - | ||||||||||||||
| Foreign exchange adjustments | - | - | - | - | - | |||||||||||||||
| Other changes (i) | - | - | 47 | - | - | |||||||||||||||
| March 31, 2023 | (35,070 | ) | (169,231 | ) | (82,525 | ) | 101,202 | 1,177,357 | ||||||||||||
(i) 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 March 31, 2023 | Less than 1 year | Between 1 and 3 years | Over 3 years | Total | Carrying amount | |||||||||||||||
| Trade payables | (521 | ) | - | - | (521 | ) | (521 | ) | ||||||||||||
| Labor and social security obligations | (25,228 | ) | (3,120 | ) | - | (28,348 | ) | (28,348 | ) | |||||||||||
| Lease liabilities | (24,381 | ) | (43,257 | ) | (39,807 | ) | (107,445 | ) | (82,525 | ) | ||||||||||
| Accounts payable | (6,201 | ) | - | - | (6,201 | ) | (6,201 | ) | ||||||||||||
| Loans and financing | (20,876 | ) | (104,761 | ) | (86,839 | ) | (212,476 | ) | (169,231 | ) | ||||||||||
| Total | (77,207 | ) | (151,138 | ) | (126,646 | ) | (354,991 | ) | (286,826 | ) | ||||||||||
F-13
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Contractual maturities of financial liabilities at December 31, 2022 | Less than 1 year | Between 1 and 3 years | Over 3 years | Total | Carrying amount | |||||||||||||||
| Trade payables | (1,247 | ) | - | - | (1,247 | ) | (1,247 | ) | ||||||||||||
| Labor and social security obligations | (87,732 | ) | (2,968 | ) | - | (90,700 | ) | (90,700 | ) | |||||||||||
| Lease liabilities | (24,147 | ) | (45,878 | ) | (43,356 | ) | (113,381 | ) | (86,211 | ) | ||||||||||
| Accounts payable | (7,328 | ) | - | - | (7,328 | ) | (7,328 | ) | ||||||||||||
| Loans and financing | (20,876 | ) | (104,761 | ) | (90,890 | ) | (216,527 | ) | (175,290 | ) | ||||||||||
| Total | (141,330 | ) | (153,607 | ) | (134,246 | ) | (429,183 | ) | (360,776 | ) | ||||||||||
| (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:
| ● | 0.23% (or R$ 2.8 million) of the financial investment portfolio for a confidence interval of 95% on March 31, 2023 (0.18% or R$ 2.4 million on December 31, 2022). |
| ● | 0.29% (or R$ 3.6 million) of the financial investment portfolio for a confidence interval of 99% on March 31, 2023 (0.30% or R$ 3.95 million on December 31, 2022). |
Additionally, the Group evaluated the financial investment portfolio on March 31, 2023 and December 31, 2022, 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 (*) | 03/31/2023 | 12/31/2022 |
| Current inflation | Inflation index | -100bps | 7.0 | 1.6 |
| Exchange traded real estate funds | Share prices | -10% | (16.8) | (17.9) |
| Brazilian stock prices | Share prices | -10% | (3.9) | (5.8) |
| Fixed-rate offshore rates | US yield curve | -100bps | (1.0) | (1.8) |
| Foreign exchange rate | Foreign exchange rates | 10% (***) | 4.4 | 4.1 |
| Domestic base overnight rate | Domestic base overnight rate | -100bps | (5.2) | (6.9) |
(*) 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.
F-14
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
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.
The Group holds the following financial instruments:
| Financial assets | Section | 03/31/2023 | 12/31/2022 | |||||||||
| Accounts receivable | (a) | 77,468 | 74,973 | |||||||||
| Other financial assets at amortized cost | (b) | 5,605 | 6,356 | |||||||||
| Cash and cash equivalents | (d) | 101,202 | 136,581 | |||||||||
| Financial assets at fair value through profit or loss (FVPL) | (c) | 1,183,538 | 1,249,749 | |||||||||
| 1,367,813 | 1,467,659 | |||||||||||
| Financial liabilities | ||||||||||||
| Liabilities at amortized cost | (e) | 35,070 | 99,275 | |||||||||
| Lease liabilities | (e) | 82,525 | 86,211 | |||||||||
| Loans and financing | (e) | 169,231 | 175,290 | |||||||||
| 286,826 | 360,776 | |||||||||||
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 | 03/31/2023 | 12/31/2022 | ||||||
| Accounts receivable from contracts with customers | 60,518 | 57,841 | ||||||
| Loss allowance | (166 | ) | (166 | ) | ||||
| Non-current assets | ||||||||
| Accounts receivable from contracts with customers | 17,116 | 17,298 | ||||||
| 77,468 | 74,973 | |||||||
F-15
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
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 use 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 for expected credit losses are presented in general and administrative expense.
The loss allowances for accounts receivable as of March 31, 2023 and December 31, 2022 reconcile to the opening loss allowances as follows:
| 03/31/2023 | 12/31/2022 | |||||||
| Opening loss allowance on January 1 | (166 | ) | (170 | ) | ||||
| Increase in accounts receivable allowance recognized in profit or loss | - | 4 | ||||||
| Closing loss allowance on March 31 / December 31 | (166 | ) | (166 | ) | ||||
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 2023 and 2022. 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:
| 03/31/2023 | 12/31/2022 | |||||||
| Employees loans (Note 6 (i)) | 5,605 | 6,356 | ||||||
These amounts generally arise from transactions outside the usual operating activities of the group. Interest is 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 |
F-16
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
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:
| 03/31/2023 | 12/31/2022 | |||||||
| Current assets | 1,177,357 | 1,243,764 | ||||||
| Mutual funds | 1,177,357 | 1,243,764 | ||||||
| Non-current assets | 6,181 | 5,985 | ||||||
| Private markets funds | 6,181 | 5,985 | ||||||
The following tables demonstrate the funds invested included in each category mentioned above.
| Mutual funds | ||||||||
| 03/31/2023 | 12/31/2022 | |||||||
| Vinci Monalisa FIM Crédito Privado IE (1) | 1,051,497 | 1,057,547 | ||||||
| Vinci Multiestratégia FIM | 103,853 | 165,339 | ||||||
| Vinci International Master Portfolio SPC - Reflation SP | 12,427 | 12,824 | ||||||
| FI Vinci Renda Fixa CP | 9,580 | 8,054 | ||||||
| 1,177,357 | 1,243,764 | |||||||
| Private markets | ||||||||
| 03/31/2023 | 12/31/2022 | |||||||
| Vinci Capital Partners III Feeder FIP Multiestratégia | 3,579 | 3,351 | ||||||
| Nordeste III FIP Multiestratégia | 2,602 | 2,634 | ||||||
| Total Private markets funds | 6,181 | 5,985 | ||||||
| 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: |
| 03/31/2023 | 12/31/2022 | |||||||
| Net Asset Value | 1,051,497 | 1,057,547 | ||||||
| Real estate funds | 194,289 | 220,617 | ||||||
| Mutual funds | 748,559 | 743,479 | ||||||
| Private equity funds | 70,759 | 70,367 | ||||||
| Other assets/liabilities | 37,890 | 23,084 | ||||||
The Vinci Monalisa’s portfolio is comprised of liquid and illiquid investee funds with different redemption criteria. Over 85% of its investments are liquid and may be redeemed and 15% 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 March 31, 2023, and December 31, 2022, Vinci Monalisa holds R$ 748,559 and R$ 743,479 of investments in mutual funds, respectively, which are distributed in
F-17
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
the following classification:
| 03/31/2023 | 12/31/2022 | |||||||
| Mutual Funds’ classification | ||||||||
| Interest and foreign exchange (a) | 72.38 | % | 72.79 | % | ||||
| Unrestricted investments (b) | 12.24 | % | 11.83 | % | ||||
| Foreign investments (c) | 6.12 | % | 6.20 | % | ||||
| Macro (d) | 3.19 | % | 3.16 | % | ||||
| Specific strategy (e) | 6.08 | % | 6.02 | % | ||||
| 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. |
| (e) | Funds that adopt an investment strategy that involves specific risks, such as commodities, futures of index, etc. |
| Real Estate funds | ||||||||
| 03/31/2023 | 12/31/2022 | |||||||
| Vinci Credit Securities FII (i) | 69,215 | 75,720 | ||||||
| Vinci Imóveis Urbanos FII (ii) | 40,952 | 53,346 | ||||||
| Vinci Offices FII (iii) | 35,754 | 43,163 | ||||||
| Other real estate funds (iv) | 48,368 | 48,388 | ||||||
| 194,289 | 220,617 | |||||||
(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.
| Private markets funds | ||||||||
| 03/31/2023 | 12/31/2022 | |||||||
| Vinci Impacto Ret IV FIP Multiestratégia | 2,876 | 2,925 | ||||||
| Vinci Infra Coinvestimento I FIP - Infraestrutura (i) | 10,109 | 10,924 | ||||||
| Vinci Infra Água e Saneamento Strategy FIP - Infraestrutura | 33,912 | 33,946 | ||||||
| Other funds | 23,862 | 22,572 | ||||||
| Total private markets funds | 70,759 | 70,367 | ||||||
(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 March 31, 2023 and December 31, 2022, the fund held investment in Água Vermelha Transmissora de Energia S.A.
During the period, the following gains/(losses) were recognized in profit or loss:
F-18
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 03/31/2023 | 03/31/2022 | |||||||
| Fair value gains (losses) on investments at FVPL recognized in finance income | (111 | ) | 20,539 | |||||
| d) | Cash and cash equivalents |
| Current assets | 03/31/2023 | 12/31/2022 | ||||||
| Cash and bank deposits | 22,928 | 30,108 | ||||||
| Certificate of deposit (i) | 78,274 | 106,473 | ||||||
| 101,202 | 136,581 | |||||||
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.
| e) | Financial liabilities |
| 03/31/2023 | 12/31/2022 | |||||||
| Current | 66,654 | 133,622 | ||||||
| Trade payables | 521 | 1,247 | ||||||
| Labor and social security obligations (Note 12) | 25,228 | 87,732 | ||||||
| Loans and obligations (Note 14) | 10,323 | 13,168 | ||||||
| Lease liabilities | 24,381 | 24,147 | ||||||
| Accounts payable (Note 11) | 6,201 | 7,328 | ||||||
| Non-current | 220,172 | 227,154 | ||||||
| Lease liabilities | 58,144 | 62,064 | ||||||
| Labor and social security obligations (Note 12) | 3,120 | 2,968 | ||||||
| Loans and obligations (Note 14) | 158,908 | 162,122 | ||||||
| 286,826 | 360,776 | |||||||
(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 March 31, 2023 | ||||||||||||||||
| Recurring fair value measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial Assets | ||||||||||||||||
| Certificate of deposits | - | 78,274 | - | 78,274 | ||||||||||||
| Mutual funds | - | 1,177,357 | - | 1,177,357 | ||||||||||||
| Private equity funds | - | - | 6,181 | 6,181 | ||||||||||||
| Total Financial Assets | - | 1,255,631 | 6,181 | 1,261,812 | ||||||||||||
F-19
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| On December 31, 2022 | ||||||||||||||||
| Recurring fair value measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial Assets | ||||||||||||||||
| Certificate of deposits | - | 106,473 | - | 106,473 | ||||||||||||
| Mutual funds | - | 1,243,764 | - | 1,243,764 | ||||||||||||
| Private equity funds | - | - | 5,985 | 5,985 | ||||||||||||
| Total Financial Assets | - | 1,350,237 | 5,985 | 1,356,222 | ||||||||||||
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$ 110,167, R$ 784,313 and R$ 119,126, respectively (2022: R$ 172,228, R$ 743,479 and R$ 111,623, respectively).
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 March 31, 2023 and December 31, 2022:
| Fair Value | ||||
| Opening balance January 1, 2022 | 8,593 | |||
| Capital deployment | 1,229 | |||
| Sales and distributions (a) | (4,008 | ) | ||
| Gain recognized in finance income | 171 | |||
| Closing balance December 31, 2022 | 5,985 | |||
| Capital deployment | 227 | |||
| Sales and distributions | (32 | ) | ||
| Gain recognized in finance income | 1 | |||
| Closing balance March 31, 2023 | 6,181 | |||
F-20
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
(a) In 2022, Vinci Infra Transmissão FIP – Infraestrutura was transferred to Vinci Monalisa.
F-21
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:
|
Description |
Fair value at |
Valuation Technique |
Unobservable inputs |
Reasonable |
2023 Gain / (Losses) | 2022 Gain / (Losses) |
Possible shift in Gain and losses | |||
|
03/31/2023 |
12/31/2022 | |||||||||
| Vinci Infra Transmissão FIP - Infraestrutura | - | - | Discounted cash flow | Discount rate | 0.5% / 1% | - | (277) | - | ||
| Nordeste III FIP Multiestratégia | 2,602 | 2,634 | Discounted cash flow | Discount rate | 0.5% / 1% | - | 185 | Lower discount rate in 50 basis points would increase fair value by R$ 28 (R$ 26 - 2022) and higher discount rate in 100 basis points would decrease fair value by R$ 57 (R$ 53 - 2022) | ||
| Others | 3,579 | 3,351 | NAV Valuation | NAV | 1% / 2% | 1 | 263 | Increased NAV in 100 basis points would increase fair value by R$ 36 (R$ 34 – 2022) and lower NAV in 200 basis points would decrease fair value by R$ 72 (R$ 67 – 2022) | ||
F-22
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
6 Other assets
| 03/31/2023 | 12/31/2022 | |||||||
| Prepayments to employees (i) | 5,605 | 6,356 | ||||||
| Sundry advances | 107 | 192 | ||||||
| Advances to projects in progress (ii) | 14,152 | 9,774 | ||||||
| Other prepayments | 199 | 155 | ||||||
| Related parties receivables (iii) | 162 | 253 | ||||||
| Guarantee deposits (iv) | 520 | 523 | ||||||
| Others | 352 | 293 | ||||||
| 21,097 | 17,546 | |||||||
| Current | 20,150 | 16,481 | ||||||
| Non-current | 947 | 1,065 | ||||||
| 21,097 | 17,546 | |||||||
| (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-23
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 total purchase consideration was 184,432, including a contingent consideration (earn-out).
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.
| (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 Asset Allocation | Vinci Holding Securitária | Total | ||||||||||||||||||||||
| 03/31/2023 | 12/31/2022 | 03/31/2023 | 12/31/2022 | 03/31/2023 | 12/31/2022 | |||||||||||||||||||
| Summarized Balance Sheet | ||||||||||||||||||||||||
| Current assets | 184 | - | 15,237 | 18,322 | 15,421 | 18,322 | ||||||||||||||||||
| Current liabilities | (51 | ) | (1 | ) | (116 | ) | (601 | ) | (167 | ) | (602 | ) | ||||||||||||
| Current net assets | 133 | (1 | ) | 15,121 | 17,721 | 15,254 | 17,720 | |||||||||||||||||
| Non-current assets | 601 | 601 | 6,356 | 3,345 | 6,957 | 3,946 | ||||||||||||||||||
| Non-current liabilities | (1.050 | ) | (732 | ) | (1,068 | ) | (759 | ) | (2,118 | ) | (1,491 | ) | ||||||||||||
| Non-current net assets | (449 | ) | (131 | ) | 5,288 | 2,586 | 4,839 | 2,455 | ||||||||||||||||
| Net assets | (316 | ) | (132 | ) | 20,409 | 20,307 | 20,093 | 20,175 | ||||||||||||||||
| Accumulated NCI | (79 | ) | (33 | ) | 3,061 | 3,046 | 2,982 | 3,013 | ||||||||||||||||
F-24
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Summarized statement | Vinci Asset Allocation | Vinci Holding Securitária | Vinci Int'l Real Estate | Total | ||||||||||||||||||||
| of comprehensive income | 03/31/2023 | 03/31/2022 | 03/31/2023 | 03/31/2022 | 03/31/2023 | 03/31/2022 | ||||||||||||||||||
| Revenue | - | - | - | - | - | - | ||||||||||||||||||
| Profit for the period | (185 | ) | (12 | ) | 103 | (1 | ) | (82 | ) | (13 | ) | |||||||||||||
| Other comprehensive income | - | - | - | - | - | - | ||||||||||||||||||
| Total comprehensive income | (185 | ) | (12 | ) | 103 | (1 | ) | (82 | ) | (13 | ) | |||||||||||||
| Profit allocated to NCI before dividends | (46 | ) | (12 | ) | 15 | (1 | ) | (31 | ) | (13 | ) | |||||||||||||
| Disproportionate dividends distributions | - | - | - | - | - | - | ||||||||||||||||||
| Profit/(loss) allocated to NCI | (46 | ) | (12 | ) | 15 | (1 | ) | (31 | ) | (13 | ) | |||||||||||||
F-25
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
8 Property and equipment
| 03/31/2023 | ||||||||||||||||||||||||
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, 2023 | 11,782 | 47,824 | 7,113 | 10,241 | 873 | 77,833 | ||||||||||||||||||
| Acquisitions | 85 | 375 | 230 | 4 | 11 | 705 | ||||||||||||||||||
| Foreign Exchange variations of property and equipment abroad | - | (523 | ) | - | (150 | ) | - | (673 | ) | |||||||||||||||
| At March 31, 2023 | 11,867 | 47,676 | 7,343 | 10,095 | 884 | 77,865 | ||||||||||||||||||
| Accumulated depreciation At January 1, 2023 | (8,473 | ) | (42,188 | ) | (5,707 | ) | (9,514 | ) | - | (65,882 | ) | |||||||||||||
| Depreciation | (196 | ) | (554 | ) | (119 | ) | (52 | ) | - | (921 | ) | |||||||||||||
| Foreign Exchange variations of property and equipment abroad | - | 521 | - | 145 | - | 666 | ||||||||||||||||||
| At March 31, 2023 | (8,669 | ) | (42,221 | ) | (5,826 | ) | (9,421 | ) | - | (66,137 | ) | |||||||||||||
| Net book value | ||||||||||||||||||||||||
| At January 1, 2023 | 3,309 | 5,636 | 1,406 | 727 | 873 | 11,951 | ||||||||||||||||||
| At March 31, 2023 | 3,198 | 5,455 | 1,517 | 674 | 884 | 11,728 | ||||||||||||||||||
| 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-26
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 03/31/2022 | ||||||||||||||||||||||||
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 | ||||||||||||||||||
| Aquisitions | 54 | 19 | 151 | 19 | - | 243 | ||||||||||||||||||
| Foreign Exchange variations of property and equipment abroad | - | (3,212 | ) | - | (921 | ) | - | (4,133 | ) | |||||||||||||||
| At March 31, 2022 | 11,674 | 45,831 | 6,530 | 9,630 | 789 | 74,454 | ||||||||||||||||||
| Accumulated depreciation At January 1, 2022 | (7,644 | ) | (41,389 | ) | (5,323 | ) | (9,694 | ) | - | (64,050 | ) | |||||||||||||
| Depreciation | (212 | ) | (540 | ) | (75 | ) | (49 | ) | - | (876 | ) | |||||||||||||
| Foreign Exchange variations of property and equipment abroad | - | 3,180 | - | 883 | - | 4,063 | ||||||||||||||||||
| At March 31, 2022 | (7,856 | ) | (38,749 | ) | (5,398 | ) | (8,860 | ) | - | (60,863 | ) | |||||||||||||
| Net book value | ||||||||||||||||||||||||
| At January 1, 2022 | 3,976 | 7,635 | 1,056 | 838 | 789 | 14,294 | ||||||||||||||||||
| At March 31, 2022 | 3,818 | 7,082 | 1,132 | 770 | 789 | 13,591 | ||||||||||||||||||
| Annual depreciation rate - % | 10 | From 10 to 20 | 20 | 10 | ||||||||||||||||||||
F-27
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 and the goodwill generated by the acquisition of SPS. The software development comprises mainly products for Risk System and Portfolio Allocation, whose purpose is to evaluate the risk of the funds and to allocate the clients' portfolio and systems and applications which are being developed to support retirement services applications.
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 March 31, 2023 and December 31, 2022.
| 03/31/2023 |
| Software development | Placement Agent (a) | Goodwill (b) | Management Contracts (c) | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| At January 1, 2023 | 28,250 | 1,359 | 162,290 | 22,049 | 213,948 | |||||||||||||||
| Purchases | 3,425 | 66 | - | - | 3,491 | |||||||||||||||
| Foreign exchange variation of intangible assets abroad | (222 | ) | (38 | ) | - | - | (260 | ) | ||||||||||||
| At March 31, 2023 | 31,453 | 1,387 | 162,290 | 22,049 | 217,179 | |||||||||||||||
| Accumulated amortization | ||||||||||||||||||||
| At January 1, 2023 | (23,629 | ) | (65 | ) | - | (1,016 | ) | (24,710 | ) | |||||||||||
| Amortization | (115 | ) | (39 | ) | - | (762 | ) | (916 | ) | |||||||||||
| Foreign exchange variation of intangible assets abroad | 214 | 10 | - | - | 224 | |||||||||||||||
| At March 31, 2023 | (23,530 | ) | (94 | ) | - | (1,778 | ) | (25,402 | ) | |||||||||||
| At January 1, 2023 | 4,621 | 1,294 | 162,290 | 21,033 | 189,238 | |||||||||||||||
| At March 31, 2023 | 7,923 | 1,293 | 162,290 | 20,271 | 191,777 | |||||||||||||||
| Amortization rate (per year) - % | 20 | % | (a) | (b) | (c) | |||||||||||||||
F-28
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
(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 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 is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. At December 31, 2022, goodwill was tested and any provision for impairment losses was identified by Vinci.
(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).
| 03/31/2022 |
| Software development | Total | |||||||
| Cost | ||||||||
| At January 1, 2022 | 24,790 | 24,790 | ||||||
| Purchases | 107 | 107 | ||||||
| Foreign exchange variation of intangible assets abroad | (1,253 | ) | (1,253 | ) | ||||
| At March 31, 2022 | 23,644 | 23,644 | ||||||
| Accumulated amortization | ||||||||
| At January 1, 2022 | (23,633 | ) | (23,633 | ) | ||||
| Amortization | (166 | ) | (166 | ) | ||||
| Foreign exchange variation of intangible assets abroad | 1,311 | 1,311 | ||||||
| At March 31, 2022 | (22,488 | ) | (22,488 | ) | ||||
| At January 1, 2022 | 1,157 | 1,157 | ||||||
| At March 31, 2022 | 1,156 | 1,156 | ||||||
| Amortization rate (per year) - % | 20 | % | ||||||
F-29
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:
| 03/31/2023 | 12/31/2022 | |||||||
| Sub-lease receivable | ||||||||
| Rio de Janeiro Office - BM 336 | 2,667 | 2,843 | ||||||
| Total | 2,667 | 2,843 | ||||||
| Current | 1,587 | 1,500 | ||||||
| Non-current | 1,080 | 1,343 | ||||||
| Total | 2,667 | 2,843 | ||||||
| Right of use assets | ||||||||
| Rio de Janeiro Office - BM 336 | 54,013 | 55,758 | ||||||
| São Paulo Office – JRA | 11,707 | 12,682 | ||||||
| NY Office - third Avenue | 1,445 | 1,696 | ||||||
| Total | 67,165 | 70,136 | ||||||
| Lease liabilities | ||||||||
| Rio de Janeiro Office - BM 336 | (67,638 | ) | (70,538 | ) | ||||
| São Paulo Office – JRA | (13,195 | ) | (13,701 | ) | ||||
| NY Office - third Avenue | (1,692 | ) | (1,972 | ) | ||||
| Total | (82,525 | ) | (86,211 | ) | ||||
| Current | (24,381 | ) | (24,147 | ) | ||||
| Non-current | (58,144 | ) | (62,064 | ) | ||||
| Total | (82,525 | ) | (86,211 | ) | ||||
Reductions to the right-of-use assets until March, 31 2023 were R$ 154 (additions of R$ 15,838 during 2022 financial year).
F-30
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:
| 03/31/2023 | 03/30/2022 | |||||||
| Right of use assets depreciation | (2,777 | ) | (2,560 | ) | ||||
| Financial expense | (2,631 | ) | (2,472 | ) | ||||
| (5,408 | ) | (5,032 | ) | |||||
The total cash outflow for leases until March 31, 2023 was R$ 6,270 (R$ 6,085 until March 31, 2022).
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, 2022.
| 11 | Accounts payable |
| 03/31/2023 | 12/31/2022 | |||||||
| Dividends payable (i) | 3,791 | 4,363 | ||||||
| Treasury shares acquisition (ii) | 370 | 839 | ||||||
| Rent payable – prior month expense | 1,954 | 2,056 | ||||||
| Other payables | 86 | 70 | ||||||
| 6,201 | 7,328 | |||||||
| Current | 6,201 | 7,328 | ||||||
| Non-current | - | - | ||||||
| (i) | On December 31, 2020, the partners approved a distribution of dividends for the results of the current month. On January 25, 2023, the amount of R$ 572 was paid, remaining outstanding the amount of R$ 3,791. |
| (ii) | As informed in Note 14(f), on May 6, 2021, Vinci started its share repurchase program. The shares repurchased were totally settled on April 4, 2023. |
F-31
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 12 | Labor and social security obligations |
| 03/31/2023 | 12/31/2022 | |||||||
| Profit sharing | 17,828 | 80,840 | ||||||
| Labor provisions | 10,520 | 9,860 | ||||||
| 28,348 | 90,700 | |||||||
| Current | 25,228 | 87,732 | ||||||
| Non-current | 3,120 | 2,968 | ||||||
Except for the profit sharing related to the unrealized performance fees, the accrual for profits sharing payable on December 31, 2022 was paid in January 2023. 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 December 31, 2022 based on the management and advisory net revenue recognized and the realized performance fee up to December 31, 2022.
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 23 for more detail.
| 13 | Taxes and contributions payable |
| 03/31/2023 | 12/31/2022 | |||||||
| Income tax | 8,954 | 13,746 | ||||||
| Social contribution | 3,235 | 4,847 | ||||||
| Social Contribution on revenues (COFINS) | 2,144 | 2,128 | ||||||
| Social Integration Program (PIS) | 464 | 460 | ||||||
| Service tax (ISS) on billing | 903 | 856 | ||||||
| Withholding Income Tax (IRRF) deducted from third parties | 216 | 143 | ||||||
| Others | 194 | 111 | ||||||
| 16,110 | 22,291 | |||||||
F-32
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 14 | Loans and obligations |
| 03/31/2023 | 12/31/2022 | |||||||
| Commercial Notes (i) | 80,108 | 83,212 | ||||||
| Consideration payable (ii) | 44,675 | 43,579 | ||||||
| Contingent consideration (iii) | 44,448 | 48,499 | ||||||
| 169,231 | 175,290 | |||||||
| Current | 10,323 | 13,168 | ||||||
| Non-current | 158,908 | 162,122 | ||||||
| (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.
Commercial Notes comprises a financial liability evaluated at amortized cost. Interest expense is calculated using the effective interest method and is recognized in profit or loss as part of financial expense.
Accordingly, to the terms of the agreement, the Group is committed to be compliant with financial covenants, on an annual basis and beginning on December 31, 2022. The entity was in compliance with the covenants as of December 31, 2022.
The following table presents the changes in the Commercial Notes up the period ended March 31, 2023 and December 31, 2022:
| Face value of the notes issued | 80,000 | |||
| (-) Transaction costs | (974 | ) | ||
| Interest expense | 4,186 | |||
| Closing balance December 31, 2022 | 83,212 | |||
| Interest expense | 2,839 | |||
| Interest paid | (5,943 | ) | ||
| Closing balance March 31, 2023 | 80,108 | |||
| Current | 19,212 | |||
| Non-current | 60,896 |
F-33
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (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 of March 31, 2023 and December 31, 2022 is R$ 44,675 and R$ 43,579, respectively.
Consideration payable is financial liability evaluated at amortized cost. Interest expense is calculated using the effective interest method and is recognized in profit or loss as part of financial expense.
| (iii) | Contingent consideration |
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.
On March 31, 2023, Vinci revaluated the fair value of the obligation based on the economic conditions at the date, resulting in a decrease of the contingent consideration fair value. The variation was recognized as an income in the financial result in the amount of R$ 4,051 (13,971 on December 31, 2022).
| 15 | Equity |
| (a) | Capital |
The capital comprises 42,447,349 Class A shares and 14,466,239 Class B shares with a par value of US$ 0.00005 each.
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-34
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (b) | Transactions costs |
Transactions costs comprises the expenses incurred by the Entity in connection with the IPO.
| (c) | Retained earnings |
Retained earnings comprises the net profit generated by the Entity which were not distributed to their shareholders or approved to be distributed by the Entity management.
| (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 February 10, 2023, Vinci declared a quarterly dividend distribution of US$ 0.17 per common share to shareholders as of February 28, 2023, totalizing US$ 9,328 (R$ 48,579), paid on March 9, 2023.
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.
| (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:
| ● | 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. |
F-35
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
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 commenced 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.
On February 14, 2023, the Company announced a new 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. The new buyback and repurchase plans will commence on the expiration date of the legacy plans and will not have specified expiration dates (other than when the R$60.0 million buyback limit is reached).
During the first quarter of 2023, 367,036 Class A common shares were repurchased, in the amount of R$ 17,988. In March 2023 the Company holds 2,199,888 Class A common shares in treasury.
| (g) | Basic and diluted earnings per share/quota |
| a) Basic earning per share | 03/31/2023 | 03/31/2022 | ||||||
| From continuing operations attributable to the ordinary equity holders of the Entity | 0.58 | 0.80 | ||||||
| Total basic earning per share attributable to the ordinary equity holders of the Entity | 0.58 | 0.80 | ||||||
| b) Diluted earning per share | 03/31/2023 | 03/31/2022 | ||||||
| From continuing operations attributable to the ordinary equity holders of the Entity | 0.57 | 0.80 | ||||||
| Total basic earning per share attributable to the ordinary equity holders of the Entity | 0.57 | 0.80 | ||||||
c) Reconciliations of earnings used in calculating earnings per share
| Basic earnings per share: | 03/31/2023 | 03/31/2022 | ||||||
| Profit attributable to the ordinary equity holders of the Entity used in calculating basic earnings per share: | ||||||||
| From continuing operations | 32,737 | 45,309 | ||||||
| 32,737 | 45,309 | |||||||
| Diluted earnings per share: | 03/31/2023 | 03/31/2022 | ||||||
| Profit from continuing operations attributable to the ordinary equity holders of the Entity | ||||||||
| Used in calculating basic earnings per share | 32,737 | 45,309 | ||||||
| Used in calculating diluted earnings per share | 32,737 | 45,309 |
d) Weighted average number of shares used as the denominator
Number 03/31/2023 | Number 03/31/2022 | |||||||
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share: | 56,741,596 | 56,740,096 | ||||||
| Adjustments for calculation of diluted earnings per share: | 725,084 | - | ||||||
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share | 57,466,680 | 56,740,096 | ||||||
F-36
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 16 | Revenue from services rendered |
| 03/31/2023 | 03/31/2022 | |||||||
| Gross revenue from fund management | 102,491 | 92,995 | ||||||
| Gross revenue from performance fees | 2,075 | 3,331 | ||||||
| Gross revenue from advisory | 4,891 | 4,022 | ||||||
| Gross revenue from services rendered | 109,457 | 100,348 | ||||||
| In Brazil | 87,034 | 76,624 | ||||||
| Abroad | 22,423 | 23,724 | ||||||
| Taxes and contributions | ||||||||
| COFINS | (4,044 | ) | (3,402 | ) | ||||
| PIS | (877 | ) | (738 | ) | ||||
| ISS | (2,228 | ) | (2,133 | ) | ||||
| Net revenue from services rendered | 102,308 | 94,075 | ||||||
| Net revenue from fund management | 95,877 | 87,229 | ||||||
| Net revenue from realized performance fees | 1,963 | 3,172 | ||||||
| Net revenue from advisory | 4,468 | 3,674 | ||||||
F-37
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 17 | General and administrative expenses |
| 03/31/2023 | 03/31/2022 | |||||||
| Personnel (a) | (17,677 | ) | (15,182 | ) | ||||
| Share-based payments (b) | (2,107 | ) | (736 | ) | ||||
| Profit-sharing (a) | (18,795 | ) | (18,303 | ) | ||||
| (38,579 | ) | (34,221 | ) | |||||
| Third party expenses (c) | (6,584 | ) | (13,528 | ) | ||||
| Right of use depreciation (d) | (2,777 | ) | (2,560 | ) | ||||
| Depreciation and amortization (e) | (1,778 | ) | (984 | ) | ||||
| Other operating expenses (f) | (1,631 | ) | (1,150 | ) | ||||
| Travel and representations | (865 | ) | (517 | ) | ||||
| Condominium expenses | (985 | ) | (410 | ) | ||||
| Payroll taxes | (659 | ) | (363 | ) | ||||
| Rental expense | (40 | ) | (38 | ) | ||||
| Telephony services | (95 | ) | (68 | ) | ||||
| Legal | (137 | ) | (122 | ) | ||||
| (54,130 | ) | (53,961 | ) | |||||
| (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$ 18,795 (R$ 18,303 on March 31, 2022) for the period ended March 31, 2023.
| (b) | Share-based payments |
See note 22 for more details.
| (c) | Third party expense |
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-38
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 18 | Finance profit/(loss) |
| 03/31/2023 | 03/31/2022 | |||||||
| Investment income (i) | - | 21,093 | ||||||
| Foreign currency variation income | - | 1,642 | ||||||
| Financial revenue on sublease agreements | 76 | 110 | ||||||
| Contingent consideration variance (Note 14 (iii)) | 4,051 | - | ||||||
| Other finance income | 126 | 147 | ||||||
| Finance income | 4,253 | 22,992 | ||||||
| Financial expense on lease agreements | (2,631 | ) | (2,472 | ) | ||||
| Interest expense on loans and financing (ii) | (3,934 | ) | - | |||||
| Bank fees | (13 | ) | (46 | ) | ||||
| Investment losses (i) | (111 | ) | (554 | ) | ||||
| Fines on taxes | - | (3 | ) | |||||
| Foreign currency variation expense | (155 | ) | (2,986 | ) | ||||
| Finance costs | (6,844 | ) | (6,061 | ) | ||||
| Finance profit/(loss), net | (2,591 | ) | 16,931 | |||||
| (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. |
| 03/31/2023 | 03/31/2022 | |||||||
| Mutual funds and fixed income investments (a) | - | 20,898 | ||||||
| Private equity funds | - | 195 | ||||||
| - | 21,093 | |||||||
| Mutual funds | (108 | ) | (550 | ) | ||||
| Private equity funds | (3 | ) | (4 | ) | ||||
| (111 | ) | (554 | ) | |||||
| (a) | Vinci Monalisa corresponds to most part of the Group’s investment income. |
| (ii) | Interest expense on loans and financing comprises the financial result on the Commercial notes and contingent consideration related to SPS acquisition. Please see note 14 for more detail. |
F-39
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, Vinci Soluções de Investimentos Ltda and Vinci Vida e Previdência S.A., 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 March 31, 2023 is R$ 5,411 (R$ 4,912 on December 31, 2022).
No foreign subsidiaries presented net income for taxation of income and social contribution taxes until March 31, 2023 and 2022.
The income tax and social contribution charge on the results for the year can be summarized as follows:
| 03/31/2023 | 03/31/2022 | |||||||
| Current income tax | (9,210 | ) | (9,294 | ) | ||||
| Current social contribution | (3,307 | ) | (3,377 | ) | ||||
| (12,517 | ) | (12,671 | ) | |||||
| Deferred income tax | (227 | ) | 685 | |||||
| Deferred social contribution | (137 | ) | 247 | |||||
| (364 | ) | 932 | ||||||
| (12,881 | ) | (11,739 | ) | |||||
F-40
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
Deferred tax balances
| 03/31/2023 | 12/31/2022 | |||||||
| Deferred tax assets | ||||||||
| Tax losses | 5,411 | 4,912 | ||||||
| Leases | 1,699 | 1,805 | ||||||
| RSU | 1,619 | 1,628 | ||||||
| Interest expense on obligation for acquisition | 923 | 550 | ||||||
| Amortization on management Contracts | 605 | 346 | ||||||
| Total | 10,257 | 9,241 | ||||||
| Deferred tax liabilities | ||||||||
| Financial revenue | (973 | ) | (973 | ) | ||||
| Estimated revenue | (1,690 | ) | (1,690 | ) | ||||
| Leases | (52 | ) | (49 | ) | ||||
| Contingent consideration | (6,127 | ) | (4,750 | ) | ||||
| Total Income Tax | (8,842 | ) | (7,462 | ) | ||||
| Estimated revenue | (878 | ) | (878 | ) | ||||
| Total (Taxes and contribution) | (878 | ) | (878 | ) | ||||
| Total deferred tax liabilities | (9,720 | ) | (8,340 | ) | ||||
F-41
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, 2021 | 2,494 | 2,476 | - | - | 4,970 | |||||||||||||||
| to profit and loss | 2,418 | (671 | ) | 1,628 | 896 | 4,271 | ||||||||||||||
| As at December 31, 2022 | 4,912 | 1,805 | 1,628 | 896 | 9,241 | |||||||||||||||
| to profit and loss | 499 | (106 | ) | (9 | ) | 632 | 1,016 | |||||||||||||
| As at March 31, 2023 | 5,411 | 1,699 | 1,619 | 1,528 | 10,257 | |||||||||||||||
(*) Comprises deferred taxes related to interest expense on obligation for ownership acquisition and amortization on management Contracts
| Movements | Financial Revenue | Estimated Revenue | Leases | Contingent consideration | Total | |||||||||||||||
| Deferred tax liabilities | ||||||||||||||||||||
| As at December 31, 2021 | (1,815 | ) | (3,201 | ) | - | - | (5,016 | ) | ||||||||||||
| to profit and loss | 842 | 633 | (49 | ) | (4,750 | ) | (3,324 | ) | ||||||||||||
| As at December 31, 2022 | (973 | ) | (2,568 | ) | (49 | ) | (4,750 | ) | (8,340 | ) | ||||||||||
| to profit and loss | - | - | (3 | ) | (1,377 | ) | (1,380 | ) | ||||||||||||
| As at March 31, 2023 | (973 | ) | (2,568 | ) | (52 | ) | (6,127 | ) | (9,720 | ) | ||||||||||
F-42
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (a) | Tax effective rate |
| 03/31/2023 | 03/31/2022 | |||||||
| Profit (loss) before income taxes | 45,587 | 57,045 | ||||||
| Combined statutory income taxes rate - % | 34 | % | 34 | % | ||||
| Income tax benefit (expense) at statutory rates | (15,500 | ) | (19,395 | ) | ||||
| Reconciliation adjustments: | ||||||||
| Expenses not deductible | (62 | ) | (18 | ) | ||||
| Tax benefits | 35 | 35 | ||||||
| Share based payments | (29 | ) | (86 | ) | ||||
| Effect of presumed profit of subsidiaries (i) and offshore subsidiaries | 2,662 | 7,714 | ||||||
| Other additions (exclusions), net | 13 | 11 | ||||||
| Income taxes expenses | (12,881 | ) | (11,739 | ) | ||||
| Current | (12,517 | ) | (12,671 | ) | ||||
| Deferred | (364 | ) | 932 | |||||
| Effective rate | 28 | % | 21 | % | ||||
| (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. |
| 20 | Related parties |
| (a) | Key management remuneration |
The total remuneration (salaries and benefits) of key management personnel, including the Executive Committee, amounted to R$ 1,878 (March 31, 2022 - R$ 1,455), including profit-sharing compensation for the three months period ended March 31, 2023.
Accordingly, to Vinci internal policy, the key management is entitled to receive a profit-sharing compensation for the current year, which was paid in January 2023, after the Management approval. As informed in Note 12, Vinci accrued a provision for profit sharing for the Group as of December 31, 2022.
F-43
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (b) | Receivables from related parties |
The Entity receivables from related parties as of March 31, 2023 and December 31, 2022, as shown in the table below:
| 03/31/2023 | 12/31/2022 | |||||||
| Vinci Infra Investimentos V2I S.A. | 85 | 79 | ||||||
| Cagliari Participações S.A. | 4 | 4 | ||||||
| Accadia Participações AS | - | 91 | ||||||
| Norcia Participações SA | 61 | 56 | ||||||
| Laguna Participações S.A. | - | 11 | ||||||
| VFDL 4 Empreendimentos Imobiliários LTDA | 3 | 3 | ||||||
| Vias Participações I S.A. | 1 | 1 | ||||||
| Verona Participações Societarias S.A. | 8 | 8 | ||||||
| 162 | 253 | |||||||
| (c) | Employees loans |
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:
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.
F-44
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| (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:
| (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.
F-45
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
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. As of March 31, 2023, the retirement services have not been operational yet.
F-46
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
Three-month period ended 03/31/2023
| Private Market Strategies | Liquid Strategies | Investment Products and solutions | Financial Advisory | Corporate Center | Total | |||||||||||||||||||||||
| In Brazil | 44,806 | 19,115 | 18,531 | 4,582 | - | - | 87,034 | |||||||||||||||||||||
| Abroad | 17,384 | 1,631 | 3,408 | - | - | - | 22,423 | |||||||||||||||||||||
| Gross revenue from services rendered | 62,190 | 20,746 | 21,939 | 4,582 | - | - | 109,457 | |||||||||||||||||||||
| Fund Advisory fee | 300 | - | 9 | 4,582 | - | - | 4,891 | |||||||||||||||||||||
| Fund Management fee | 61,883 | 19,556 | 21,052 | - | - | - | 102,491 | |||||||||||||||||||||
| Fund Performance fee | 7 | 1,190 | 878 | - | - | - | 2,075 | |||||||||||||||||||||
| Taxes and contributions | (3,477 | ) | (1,287 | ) | (1,989 | ) | (396 | ) | - | - | (7,149 | ) | ||||||||||||||||
| Net revenue from services rendered | 58,713 | 19,459 | 19,950 | 4,186 | - | - | 102,308 | |||||||||||||||||||||
| (-) General and administrative expenses | (9,607 | ) | (5,000 | ) | (5,525 | ) | (1,293 | ) | (1,394 | ) | (29,204 | ) | (52,023 | ) | ||||||||||||||
| Share-based payments | (264 | ) | (72 | ) | 184 | - | - | (1,955 | ) | (2,107 | ) | |||||||||||||||||
| Operating profit | 48,842 | 14,387 | 14,609 | 2,893 | (1,394 | ) | (31,159 | ) | 48,178 | |||||||||||||||||||
| Finance income | 4,253 | |||||||||||||||||||||||||||
| Finance cost | (6,844 | ) | ||||||||||||||||||||||||||
| Finance result, net | (2,591 | ) | ||||||||||||||||||||||||||
| Profit before income taxes | 45,587 | |||||||||||||||||||||||||||
| Income taxes | (12,881 | ) | ||||||||||||||||||||||||||
| Profit for the period | 32,706 | |||||||||||||||||||||||||||
F-47
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| Three-month period ended 03/31/2022 | ||||||||||||||||||||||||
| Private Market Strategies | Liquid Strategies | Investment Products and solutions | Financial Advisory | Corporate Center | Total | |||||||||||||||||||
| In Brazil | 32,414 | 22,464 | 18,242 | 3,504 | - | 76,624 | ||||||||||||||||||
| Abroad | 18,061 | 1,843 | 3,820 | - | - | 23,724 | ||||||||||||||||||
| Gross revenue from services rendered | 50,475 | 24,307 | 22,062 | 3,504 | - | 100,348 | ||||||||||||||||||
| Fund Advisory fee | 510 | - | 8 | 3,504 | - | 4,022 | ||||||||||||||||||
| Fund Management fee | 49,287 | 21,896 | 21,812 | - | - | 92,995 | ||||||||||||||||||
| Fund Performance fee | 678 | 2,411 | 242 | - | - | 3,331 | ||||||||||||||||||
| Taxes and contributions | (2,608 | ) | (1,412 | ) | (1,950 | ) | (303 | ) | - | (6,273 | ) | |||||||||||||
| Net revenue from services rendered | 47,867 | 22,895 | 20,112 | 3,201 | - | 94,075 | ||||||||||||||||||
| (-) General and administrative expenses | (10,471 | ) | (5,527 | ) | (5,918 | ) | (1,289 | ) | (30,756 | ) | (53,961 | ) | ||||||||||||
| Operating profit | 37,396 | 17,368 | 14,194 | 1,912 | (30,756 | ) | 40,114 | |||||||||||||||||
| Finance income | 22,992 | |||||||||||||||||||||||
| Finance cost | (6,061 | ) | ||||||||||||||||||||||
| Finance result, net | 16,931 | |||||||||||||||||||||||
| Profit before income taxes | 57,045 | |||||||||||||||||||||||
| Income taxes | (11,739 | ) | ||||||||||||||||||||||
| Profit for the period | 45,306 | |||||||||||||||||||||||
F-48
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
| 22 | Legal Claims |
As of March 31, 2023, and December 31, 2022, 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.
| 03/31/2023 | 12/31/2022 | |||||||||
| Tax | 20,976 | 20,452 | ||||||||
| Civil | - | - | ||||||||
| Labor | 1,800 | 1,967 | ||||||||
| Total | 22,776 | 22,419 | ||||||||
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$ 3,499.
Vinci Equities has one proceeding related to the requirement of ISS under rendered services to investment funds located abroad in the amount of R$ 229. Supported by the opinion of its legal advisors, management classified these proceedings as having a possible risk of loss and did not record a provision for contingencies related to these proceedings.
On March 21, 2018, the Brazilian federal revenue opened a tax assessment against Vinci Equities for the collection of open debts of IRPJ, CSLL, PIS and COFINS in the amount of R$ 17,248 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 March 31, 2023.
Stock Options
May, 2021
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-49
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 will be 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$18.00. The Exercise Price will be reduced by the amount in dollars per share distributed to its shareholders from the date of execution of this Plan, whether as dividends, interest on equity, redemption, capital reduction or other events defined by the Board of Directors.
The maximum number of shares available for the exercise of options under this plan is limited to 5% of the total share capital of the Company at any time, on a fully diluted basis, taking into account also the options granted under this Plan.
As of March 31, 2023, there are stock options outstanding with respect to 1,482,753 Class A common shares.
The total expense recognized for the programs for the three-month period ended March 31, 2023 was R$ 120 (March 31, 2022 was R$ 736).
February, 2023
In February 2023, the Board of Directors approved a second Stock Option Plan, which aims to grant up to 1,150,000 options, each entitling the beneficiary to purchase one Class A common share. Such options have an exercise price per share equal to US$9.96; provided that, unless otherwise provided for in an option agreement, this exercise price will be reduced by the amount per share distributed to our shareholders from the date of the grant of the option, whether as dividends, interest on capital, redemption, capital reduction or others. Options will become eligible to be exercised in May 2026. Until the end of the current quarter, the Entity and its subsidiaries have not issued any stock option in connection to the related Plan and therefore, no stock option was granted.
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
F-50
Vinci Partners Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of reais
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.
• 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 |
As of March 31, 2023, the total RSUs outstanding was 747,970 and total compensation expense of the plans was R$ 1,987, including R$ 121 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 March is R$17,219.
| 25 | Subsequent Events |
According to the Repurchase Program (Note 14(b)), from April 01, 2023 to May 3, 2023, 90,264 Class A common shares were repurchased by the Entity, in the amount of R$ 3,822.
F-51