Inter & Co(INTR)

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Inter & Co(INTR) - 2023 Q1 - Quarterly Report
2023-05-08 10:28
Management Report [Company Overview](index=4&type=section&id=Company%20Overview) Inter & Co, Inc. is a Cayman Islands holding company listed on Nasdaq (INTR), with its primary subsidiary being Banco Inter S.A., operating as a "Super App" offering an integrated ecosystem of financial and non-financial services - **Inter & Co, Inc.** is a holding company trading on Nasdaq under the ticker INTR, with its main subsidiary being Banco Inter S.A., which operates a global services platform[2](index=2&type=chunk) - The company operates a **'Super App' model**, integrating a wide range of financial (current accounts, loans, investments) and non-financial services (Inter Shop digital mall) into a single application[3](index=3&type=chunk)[4](index=4&type=chunk) - In January 2022, the company acquired **Inter & Co Payments, Inc. (formerly USEND)**, a US-based company specializing in foreign exchange and money transfers, to accelerate its global expansion and offer a Global Account solution[5](index=5&type=chunk) [Operating and Financial Highlights](index=4&type=section&id=Operating%20and%20Financial%20Highlights) In the first quarter of 2023, Inter & Co demonstrated strong growth, surpassing 26.3 million customers and achieving a profit of R$24.2 million, a significant turnaround from a loss in the same period of 2022 Key Operating Metrics - Q1 2023 | Metric | Value | Change vs. Dec 2022 | | :--- | :--- | :--- | | **Total Customers** | 26.3 million | 44.4% growth in the period | | **Loan Portfolio** | R$23.8 billion | +4.8% | | - Real Estate Secured Loan | R$6.6 billion | +4.8% | | - Credit Card Portfolio | R$7.3 billion | +6.4% | | **Total Funding** | R$30.6 billion | +2.7% | Key Financial & Equity Highlights - Q1 2023 | Metric | Q1 2023 | Change | | :--- | :--- | :--- | | **Profit/(Loss)** | R$24.2 million | vs. R$28.8 million loss in Q1 2022 | | **Revenues** | R$2,937.0 million | +R$1,749.2 million vs. Q1 2022 | | **Admin & Personnel Expenses** | R$558.0 million | +R$36.1 million vs. Q1 2022 | | **Total Assets** | R$47.7 billion | +2.9% vs. Dec 2022 | | **Shareholder's Equity** | R$7.1 billion | +0.7% vs. Dec 2022 | [Relationship with the Independent Auditors](index=5&type=section&id=Relationship%20with%20the%20independent%20auditors) The company confirms that it has not contracted any non-audit services from its independent auditor, KPMG Auditores Independentes Ltda., and maintains policies to ensure auditor independence - The company states that no services other than the auditing of its financial statements have been contracted from its independent auditors, in compliance with **CVM Instruction nº 162/22**[14](index=14&type=chunk) - The company has policies and an **Audit Committee** in place to evaluate the effectiveness and independence of the auditors, ensuring that any non-audit services do not affect their objectivity[14](index=14&type=chunk)[15](index=15&type=chunk) Report of the Independent Auditors [Auditor's Conclusion](index=6&type=section&id=Auditor%27s%20Conclusion) KPMG Auditores Independentes Ltda. reviewed the condensed consolidated interim financial information for Q1 2023, concluding that it was prepared in all material respects in accordance with IAS 34 - The auditor's review was conducted on the condensed consolidated interim financial information for the quarter ended **March 31, 2023**[20](index=20&type=chunk) - A review is substantially less in scope than a full audit, and therefore, the auditors do not express an **audit opinion**[22](index=22&type=chunk) - Based on the review, KPMG found no evidence to believe the financial information is not prepared in all material respects according to **IAS 34**[23](index=23&type=chunk) - The supplementary consolidated statement of value added was also reviewed and found to be prepared in accordance with relevant criteria and consistent with the overall financial information[25](index=25&type=chunk) Consolidated Financial Statements [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20balance%20sheets) As of March 31, 2023, Inter & Co's total assets reached R$47.70 billion, a 2.9% increase from year-end 2022, with total liabilities and equity also seeing increases Consolidated Balance Sheet Highlights (in thousands of BRL) | Account | 03/31/2023 (in thousands of BRL) | 12/31/2022 (in thousands of BRL) | | :--- | :--- | :--- | | **Total Assets** | **47,701,094** | **46,343,100** | | Loans and advances to customers, net | 22,371,167 | 21,379,916 | | Securities | 12,535,351 | 12,448,565 | | **Total Liabilities** | **40,561,188** | **39,253,996** | | Liabilities with customers | 24,182,006 | 23,642,804 | | Liabilities with financial institutions | 8,216,538 | 7,906,897 | | **Total Equity** | **7,139,906** | **7,089,104** | [Consolidated Income Statements](index=9&type=section&id=Consolidated%20statements%20of%20income) For Q1 2023, the company reported a net profit of R$24.2 million, a significant improvement from a loss in Q1 2022, driven by increased net interest income and service revenues Consolidated Income Statement Highlights (in thousands of BRL) | Account | Q1 2023 (in thousands of BRL) | Q1 2022 (in thousands of BRL) | | :--- | :--- | :--- | | Net interest income | 711,080 | 532,402 | | Net result from services and commissions | 246,675 | 177,703 | | **Net revenues** | **1,024,114** | **833,521** | | Impairment losses on financial assets | (350,681) | (312,946) | | **Profit / (loss) for the period** | **24,216** | **(28,822)** | | Basic earnings (loss) per share (BRL) | 0.0284 | (0.0112) | [Consolidated Statements of Comprehensive Income](index=10&type=section&id=Consolidated%20statements%20of%20comprehensive%20income) The company's total comprehensive income for Q1 2023 was R$41.4 million, comprising net profit and positive other comprehensive income from financial asset fair value changes Consolidated Comprehensive Income (in thousands of BRL) | Account | Q1 2023 (in thousands of BRL) | Q1 2022 (in thousands of BRL) | | :--- | :--- | :--- | | Profit (loss) for the quarters | 24,216 | (28,822) | | Other comprehensive income | 17,191 | (52,029) | | **Total comprehensive income for the quarters** | **41,407** | **(80,851)** | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20statements%20of%20cash%20flows) In Q1 2023, net cash generated from operating activities was R$721.9 million, leading to a net increase in cash and cash equivalents of R$460.2 million for the period Consolidated Cash Flow Highlights (in thousands of BRL) | Activity | Q1 2023 (in thousands of BRL) | Q1 2022 (in thousands of BRL) | | :--- | :--- | :--- | | Net cash from operating activities | 721,900 | 927,110 | | Net cash used in investing activities | (244,732) | (202,448) | | Net cash from financing activities | (16,978) | (54,123) | | **(Decrease)/ Increase in cash and cash equivalents** | **460,190** | **670,539** | | Cash and cash equivalents at the beginning of the period | 1,331,648 | 500,446 | | **Cash and cash equivalents at March 31** | **1,791,707** | **1,171,654** | [Consolidated Statements of Changes in Equity](index=12&type=section&id=Consolidated%20statements%20of%20changes%20in%20equity) Total equity increased from R$7.09 billion to R$7.14 billion in Q1 2023, primarily due to net profit and positive changes in other comprehensive income, partially offset by share repurchases Changes in Total Equity - Q1 2023 (in thousands of BRL) | Item | Amount (in thousands of BRL) | | :--- | :--- | | **Balance at January 1, 2023** | **7,089,104** | | Profit for the period | 24,216 | | Net change in fair value - financial assets at FVOCI | 17,721 | | Repurchase of treasury shares | (16,409) | | Other changes | (526) | | **Balance at March 31, 2023** | **7,139,906** | [Consolidated Statements of Added Value](index=13&type=section&id=Consolidated%20statements%20of%20added%20value) The total added value to be distributed for Q1 2023 was R$259.9 million, primarily allocated to personnel, taxes, and retained profit Distribution of Added Value (in thousands of BRL) | Item | Q1 2023 (in thousands of BRL) | Q1 2022 (in thousands of BRL) | | :--- | :--- | :--- | | **Total added value to distribute** | **259,905** | **201,286** | | Personnel and tax | 149,418 | 124,540 | | Taxes, contributions and fees | 74,143 | 95,167 | | Rent | 11,857 | 10,401 | | Profit (losses) retained | 11,405 | 3,272 | | Non-controlling interest | 12,811 | (32,094) | Notes to the Financial Statements [Note 4. Significant Accounting Policies](index=16&type=section&id=Note%204.%20Significant%20accounting%20policies) This note details the Group's accounting policies, including the Q1 2023 acquisition of YellowFi entities to expand US real estate credit operations, following the 2022 acquisition of Inter & Co Payments for internationalization [Business Combination](index=17&type=section&id=Note%204.b.%20Business%20combination) On January 24, 2023, the Group acquired YellowFi Mortgage LLC and YellowFi Management LLC for R$3.3 million, generating R$3.0 million in preliminary goodwill, to expand US real estate credit services - On **January 24, 2023**, the Group acquired **100% of YellowFi Mortgage LLC and YellowFi Management LLC**, US-based companies providing real estate-focused credit, to expand its financial services offerings in the US[68](index=68&type=chunk)[69](index=69&type=chunk) YellowFi Acquisition Details (in thousands of BRL) | Item | YellowFi Mortgage, LLC (in thousands of BRL) | YellowFi Management, LLC (in thousands of BRL) | | :--- | :--- | :--- | | **Total consideration transferred** | **1,990** | **1,327** | | Total net identifiable assets | 72 | 212 | | **Goodwill on acquisition (preliminary)** | **1,918** | **1,114** | - The note reiterates details of the **January 14, 2022 acquisition of Inter & Co Payments, Inc. (USEND)** for a total consideration of **R$721.2 million**, which resulted in goodwill of **R$554.8 million** as part of the company's internationalization strategy[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) [Note 5. Operating Segments](index=20&type=section&id=Note%205.%20Operating%20segments) The Group's operations are divided into four reportable segments, with 'Banking & Spending' being the largest by assets but reporting a pre-tax loss, while 'Inter Shop & Commerce Plus' was the most profitable in Q1 2023 - The Group's four reportable segments are: **Banking & Spending, Investments, Insurance Brokerage, and Inter Shop & Commerce Plus**[81](index=81&type=chunk) Segment Performance - Q1 2023 (in thousands of BRL) | Segment | Revenues (in thousands of BRL) | Profit (loss) before taxes (in thousands of BRL) | Total Assets (in thousands of BRL) | | :--- | :--- | :--- | :--- | | **Banking & Spending** | 924,916 | (25,661) | 47,963,471 | | **Investments** | 33,551 | 15,299 | 641,651 | | **Insurance Brokerage** | 40,562 | 23,914 | 145,386 | | **Inter Shop & Commerce Plus** | 90,845 | 63,814 | 507,602 | [Note 6. Financial Risk Management](index=23&type=section&id=Note%206.%20Financial%20risk%20management) The Group manages credit, liquidity, market, and operational risks through independent structures, with real estate loans primarily having a Loan-to-Value (LTV) ratio between 31-70% and market risk monitored via Value at Risk (VaR) - The majority of the real estate loan portfolio has a **Loan-to-Value (LTV) ratio between 31% and 70%**[96](index=96&type=chunk) Value-at-Risk (VaR) - 21 days, 99% CL (in thousands of BRL) | Portfolio | VaR at 03/31/2023 (in thousands of BRL) | VaR at 12/31/2022 (in thousands of BRL) | | :--- | :--- | :--- | | **Trading Book** | 1,694 | 4,751 | | **Banking Book** | 262,565 | 337,254 | - A sensitivity analysis simulating a **50% adverse shock (Scenario III)** shows a potential loss of **R$799.9 million** from IPCA coupon exposure and **R$345.8 million** from TR coupon exposure[109](index=109&type=chunk)[110](index=110&type=chunk) [Note 12. Loans and Advances to Customers](index=35&type=section&id=Note%2012.%20Loans%20and%20advances%20to%20customers) The total loan portfolio grew to R$23.8 billion as of March 31, 2023, with credit cards, real estate, and personal loans as the largest components, and the provision for expected credit losses increasing to R$1.46 billion Loan Portfolio Breakdown (in thousands of BRL) | Loan Type | 03/31/2023 (in thousands of BRL) | % of Total | 12/31/2022 (in thousands of BRL) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Credit card | 7,273,032 | 30.52% | 6,870,565 | 30.27% | | Real estate loans | 6,616,802 | 27.76% | 6,251,813 | 27.54% | | Personal loans | 6,081,266 | 25.45% | 5,463,781 | 24.07% | | Business loans | 3,110,840 | 13.12% | 3,392,500 | 14.95% | | Rural loans | 750,934 | 3.15% | 719,669 | 3.17% | | **Total Gross Loans** | **23,832,874** | **100.00%** | **22,698,328** | **100.00%** | | Provision for expected loss | (1,461,707) | | (1,318,412) | | - The concentration risk is moderate, with the **100 largest debtors** accounting for **23.08%** of the total loan portfolio, up from **16.56%** at the end of 2022[138](index=138&type=chunk) - Analysis of expected credit losses shows an increase in provisions across all three stages, with the total provision rising from **R$1.32 billion to R$1.46 billion** during the quarter[140](index=140&type=chunk) [Note 33. Share-Based Payment](index=51&type=section&id=Note%2033.%20Share-based%20payment) Following a corporate reorganization, share-based payment plans were migrated to Inter&Co, Inc., resulting in an incremental expense of R$16.0 million from repriced 2022 grants, with total Q1 2023 compensation costs of R$16.3 million - Following a corporate reorganization, share-based payment plans were migrated from **Banco Inter S.A. to Inter&Co, Inc.**, with options adjusted proportionally (**6 Banco Inter options to 1 Inter&Co share**)[190](index=190&type=chunk) - The exercise price for options granted in 2022 was repriced, resulting in an additional incremental expense of **R$15,990 thousand** to be appropriated over the final vesting period[190](index=190&type=chunk) - In Q1 2023, **R$9,912 thousand** in costs were recognized for the main stock option plans, and **R$6,355 thousand** were recognized for plans related to the Inter & Co Payments, Inc. acquisition[193](index=193&type=chunk)[196](index=196&type=chunk) [Note 34. Transactions with Related Parties](index=53&type=section&id=Note%2034.%20Transactions%20with%20related%20parties) The company engages in various transactions with related parties, with significant balances in loans and amounts due from financial institutions, and Stone Pagamentos S.A. is no longer considered a related party after selling its interest in February 2023 Key Related Party Balances (Assets) at 03/31/2023 (in thousands of BRL) | Category | Parent Company (in thousands of BRL) | Associates (in thousands of BRL) | Key Management (in thousands of BRL) | Other Related Parties (in thousands of BRL) | Total (in thousands of BRL) | | :--- | :--- | :--- | :--- | :--- | :--- | | Loans and advances to customers | 4,497 | 6,509 | 15,938 | 496,432 | 523,376 | | Amounts due from financial institutions | 10,399 | 660,587 | - | 358 | 671,344 | | Securities | 18,074 | - | 17,328 | 78,618 | 114,020 | - **Stone Pagamentos S.A.**, which owned **4.20%** of Inter's capital as of December 2022, sold **100%** of its interest in February 2023 and is no longer classified as a related party[202](index=202&type=chunk) [Note 35. Subsequent Events](index=56&type=section&id=Note%2035%20Subsequent%20events) After Q1 2023, Inter & Co executed a partial spin-off of Inter Marketplace, approved a 3-for-1 stock split, and renamed several US-based subsidiaries - On **April 1, 2023**, Banco Inter S.A. executed a partial spin-off of its investment in Inter Marketplace Ltda. into a new company, **Inter Conectividade Ltda.**[208](index=208&type=chunk) - On **April 28, 2023**, the company approved a change to its authorized capital and a **3-for-1 stock split** of all authorized or issued shares, which will become effective on a future date to be set by the Board of Directors[209](index=209&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) - Several subsidiaries were renamed, including **YellowFi Mortgage, Inc. to Inter US Finance, LLC** and **YellowFi Management, Inc. to Inter US Management, LLC**[212](index=212&type=chunk)
Inter & Co(INTR) - 2022 Q4 - Annual Report
2023-04-28 17:48
Financial Performance - The Gross Loan Portfolio increased to R$ 24,543,993 in 2022, up from R$ 17,514,466 in 2021, representing a growth of approximately 40.3%[26] - The company utilizes non-GAAP financial measures, such as Gross Loan Portfolio, to analyze financial performance and operational efficiency[24] Client Engagement - Active clients are defined as those generating revenue in the past three months, reflecting the company's ability to retain client interest[29] - The primary banking relationship metric indicates the percentage of clients with 50% or more of their income flowing into their accounts, reflecting the attractiveness of banking products[31] - The Net Promoter Score (NPS) is used to gauge client satisfaction and the effectiveness of client-focused initiatives[23] Market Expansion - The company aims to expand its operations into markets outside Brazil, particularly through the acquisition of USEND (now Inter&Co Payments) in the United States[34] Risk Management - The company has implemented a comprehensive financial risk management framework covering credit, market, liquidity, and operational risks[689] - Liquidity risk management aims to prevent breaches of liquidity ratios, ensuring the company can meet obligations without significant losses[692] - Market risk includes potential losses from changes in stock prices, interest rates, exchange rates, and commodity prices[693] - Operational risk management processes are in place to minimize losses from internal failures or external events[694] - Credit risk management focuses on safeguarding financial solidity and ensuring alignment with shareholders' interests[691] - Concentration risk is identified as a significant exposure to a borrower or counterparty, which could lead to credit losses[695] - The company conducts stress tests to assess exposure to various market risk factors[695] - Sensitivity analysis indicates that under Scenario I, the largest loss from fixed interest rates could be R$470 million if rates decrease[697] - Under Scenario I, the impact of an increase in the IPCA coupon could result in a loss of R$3.085 billion[697] Transaction Metrics - Card + PIX Total Payment Volume (TPV) includes transactions from PIX, debit, and credit cards, indicating the usage of digital payment products[29] - The take rate for transactions on the Inter Shop & Commerce Plus platform is monitored to assess monetization capabilities[29] Competitive Landscape - The company faces risks related to economic conditions, competition, and regulatory changes that could impact growth prospects[34]
Inter & Co(INTR) - 2022 Q3 - Quarterly Report
2022-11-08 20:56
Exhibit 99.1 Condensed consolidated interim financial statements as of September 30, 2022 Inter & Co, Inc. Inter & Co, Inc. Contents | Management report | 3 | | --- | --- | | Report on review of interim financial information | 7 | | Balance sheets | 9 | | Statements of income | 10 | | Statements of comprehensive income | 11 | | Statements of cash flows | 12 | | Statements of changes in equity | 13 | | Statements of added value | 14 | | Notes to the condensed consolidated interim financial statements | 15 | ...
Inter & Co(INTR) - 2022 Q2 - Earnings Call Presentation
2022-08-18 16:20
inter Staying away from the comfort zone Quarterly Earnings Presentation August 2022 Inter's Latest Milestone Inter&Co Nasdaq Listing First ever conversion from Brazil to US Inter&Co now part of the Nasdaq family Another milestone on our history of re-defying boundaries 2 Quarterly performance highlights 20.7 mm Clients +73% YoY growth R$1.5 bn Revenues1 +130% YoY growth R$19.5 bn Gross Loan Portfolio +56% YoY growth +46% YoY growth 2Q22 R$25.9 bn Funding R$32 Monthly ARPAC +16% YoY growth R$14 Monthly CTSA ...
Inter & Co(INTR) - 2022 Q2 - Quarterly Report
2022-08-15 22:40
Financial Performance - The total revenue for the six-month period ended June 30, 2022, reached R$2,574.8 million, an increase of R$1,450.0 million compared to the same period in 2021, with a notable profit on securities growing by 287.7% to R$754.9 million[17]. - The company recorded a negative net income of R$13.3 million for the six-month period, an improvement from a negative net income of R$33.2 million in the same period of 2021[15]. - The company achieved revenues of R$2,638,601 for the six-month period ended June 30, 2022, compared to R$1,226,356 for the same period in 2021, reflecting a growth of approximately 115.5%[73]. - Banco Inter S.A. incurred a net loss of R$334,777 for the six-month period ended June 30, 2022, compared to a loss of R$212,195 in the same period of 2021, indicating a deterioration in performance[73]. Assets and Liabilities - Total assets reached R$40.9 billion, representing an 11.7% growth compared to December 2021[19]. - Total liabilities rose to BRL 33,818,398 as of June 30, 2022, compared to BRL 28,176,554 at the end of 2021, marking a 20% increase[33]. - Cash and cash equivalents increased to BRL 1,549,158 as of June 30, 2022, compared to BRL 500,446 at the end of 2021, reflecting improved liquidity[33]. - The loan portfolio balance reached R$19.5 billion, reflecting a positive change of 13.4% since December 31, 2021, with the real estate secured loan portfolio exceeding R$5.4 billion, a growth of 9.8%[13]. Shareholder Equity - Shareholders' equity totaled R$7.1 billion, showing a reduction of 18.4% compared to December 31, 2021[20]. - The company’s equity attributable to controlling shareholders increased to BRL 7,034,059, up from BRL 2,656,125, showing significant growth in shareholder value[33]. Expenses - Administrative and personnel expenses for the six-month period totaled R$1,161.3 million, an increase of R$724.7 million from the same period in 2021, attributed to the expansion of services and client base growth[18]. Corporate Actions - The company completed the acquisition of 100% of Pronto Money Transfer Inc. (USEND), enhancing its foreign exchange and financial services capabilities[11]. - The migration of shares from B3 to Nasdaq was approved by shareholders, indicating a strategic move to enhance market presence[6]. - Inter & Co, Inc. began trading on Nasdaq on June 23, 2022, following the completion of its corporate restructuring[51]. - The acquisition of Pronto Money Transfer Inc. (USEND) was completed for a total consideration of R$758,979, which includes R$631,901 in cash and R$37,644 in capital increase[76]. Financial Services Expansion - The acquisition of USEND allows Inter to expand its financial services in the U.S. market, integrating its solutions with the existing platform and targeting both U.S. residents and Brazilian customers[76]. - The company aims to operate as a multi-service digital bank, offering services such as real estate credit, payroll loans, corporate credit, and insurance[54]. Accounting and Financial Reporting - The company’s financial statements are prepared in accordance with IAS 34, with all amounts presented in thousands of Brazilian reais (BRL)[55]. - The new accounting standards effective from January 1, 2022, did not have a significant impact on the Group's financial statements[62]. - The Group recognizes revenue using a five-step model, with significant revenues derived from interchange fees and asset management activities[180]. Acquisitions and Goodwill - The fair value of identifiable assets acquired from USEND was R$236,087, with total liabilities of R$156,642, resulting in net identifiable assets of R$79,445 and goodwill of R$679,534[79]. - Goodwill from acquisitions represents the excess of transferred consideration over the fair value of identifiable net assets acquired, and is not amortized[151]. Risk Management - The expected credit loss is assessed using probability of default (PD), loss given default (LGD), and exposure at default (EAD) metrics[122]. - The Group recognizes expected credit losses on financial assets measured at amortized cost or fair value through other comprehensive income[119].
Inter & Co(INTR) - 2022 Q1 - Quarterly Report
2022-05-17 22:48
Exhibit 99.1 Letter from our CEO We kicked-off the year with several milestones that will mark 2022 as a great year for Inter. During the first quarter, we grew our client base to 18.6 million, and at the current pace we are on track to surpass the 20mm mark in a matter of days. Just for reference, the number that we had envisioned at the time of the IPO, when we began being a publicly listed entity, was 3mm clients. We acknowledge that we are operating under a more complex macro scenario. Since these cycle ...
Inter & Co(INTR) - 2021 Q4 - Annual Report
2022-05-02 20:10
PART I [ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS](index=9&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) Information regarding directors, senior management, advisers, and auditors is not applicable under this item - Details for Directors, Senior Management, Advisers, and Auditors are not applicable under this item[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) [ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](index=9&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) Information regarding offer statistics and the expected timetable is not applicable - Offer Statistics and Method and Expected Timetable are not applicable under this item[44](index=44&type=chunk)[45](index=45&type=chunk) [ITEM 3. KEY INFORMATION](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION) Significant investment risks include corporate reorganization, controlling shareholder power, digital banking competition, internal control weaknesses, and Brazilian macroeconomic and political instability [Risk Factors](index=9&type=section&id=D.%20Risk%20Factors) This subsection details numerous risks facing the company, categorized into corporate reorganization, business and operational challenges, and macroeconomic factors - Following the Corporate Reorganization, the controlling shareholder will own all Class B common shares, representing approximately **80% of the voting power**, granting control over all matters requiring shareholder approval[50](index=50&type=chunk)[51](index=51&type=chunk) - The company has identified material weaknesses in its internal control over financial reporting, specifically related to controls over accounting reconciliations, manual entries, identification of significant disclosures, and the lack of formal accounting policies[244](index=244&type=chunk) - The neobank and digital banking sector in Brazil is highly competitive, with challenges from both large incumbent financial institutions and other fintechs, which may have greater resources or operate under lighter regulatory requirements[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) - The company is exposed to significant risks from the Brazilian economy, including government influence, political instability from corruption investigations, potential sovereign credit rating downgrades, and exchange rate volatility[288](index=288&type=chunk)[292](index=292&type=chunk)[310](index=310&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=50&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) Inter & Co's overview covers its history, corporate reorganization, digital 'Super-App' ecosystem with six verticals, organizational structure, and legal proceedings [History and Development of the Company](index=50&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) This subsection details the company's origins, its proposed corporate reorganization, and significant strategic developments including capital raises and acquisitions - Inter & Co, Inc. is a Cayman Islands holding company that will become the parent of Banco Inter following a corporate reorganization, where Banco Inter shareholders will receive Inter & Co BDRs[321](index=321&type=chunk)[323](index=323&type=chunk)[324](index=324&type=chunk) - The company has experienced significant growth and strategic development, including a follow-on offering in July 2019 that raised **R$1.2 billion** and brought in SoftBank as a major investor, and the launch of its Super-App in November 2019[327](index=327&type=chunk) - Recent strategic moves include the acquisition of USEND in January 2022 to accelerate U.S. expansion and a new 10-year strategic agreement with MasterCard in March 2022 to boost card issuance and payment volumes[331](index=331&type=chunk) - The customer base grew to **16.3 million** by December 31, 2021, driven by product launches and high customer satisfaction, as evidenced by an NPS of **83**[331](index=331&type=chunk) [Business Overview](index=52&type=section&id=B.%20Business%20Overview) The company operates a digital "Super-App" ecosystem across six synergistic verticals, built on a modern cloud-native architecture, serving 16.3 million customers with strong growth in key metrics - The company's mission is to provide a comprehensive digital experience through its Super-App, which integrates six key verticals: Banking, Credit, E-commerce, Investments, Insurance, and Cross-border services[329](index=329&type=chunk)[333](index=333&type=chunk) Key Performance Metrics (as of Dec 31, 2021) | Metric | Value | YoY Growth | | :--- | :--- | :--- | | Total Customers | 16.3 million | 96% (vs 8.3M in 2020) | | Active Customers (Insurance) | 839 thousand | 229% | | Loan Portfolio | R$17.2 billion | 96% | | E-commerce GMV (2021) | R$3.5 billion | 201% | | Assets Under Custody (AUC) | R$56.9 billion | 29.2% | - The technology platform is a core strength, built on a modern, cloud-native architecture with over **2,600 microservices**, enabling agility, security, and scalability for rapid product launches and updates[337](index=337&type=chunk) - The company faces competition across its verticals from digital banks (Nubank, C6), traditional banks (Itaú, Bradesco), investment platforms (XP), and e-commerce players (Méliuz)[397](index=397&type=chunk) - As of December 31, 2021, the company had recorded provisions of **R$21.7 million** for legal and administrative proceedings, primarily related to civil (**R$18.4 million**) and labor (**R$3.3 million**) claims[405](index=405&type=chunk)[409](index=409&type=chunk) [Organizational Structure](index=77&type=section&id=C.%20Organizational%20Structure) This subsection presents the company's corporate structure before and after the planned Corporate Reorganization, highlighting the controlling shareholder's continued influence - The report provides organizational charts illustrating the corporate structure both before and after the Corporate Reorganization[454](index=454&type=chunk) - Post-reorganization, Inter & Co will become the ultimate parent company, wholly owning HoldFin, which in turn will wholly own Banco Inter; public shareholders will hold Class A shares of Inter & Co, while the controlling shareholder will hold super-voting Class B shares[454](index=454&type=chunk) [Property, Plant and Equipment](index=78&type=section&id=D.%20Property%2C%20Plant%20and%20Equipment) The company maintains a minimal physical footprint, primarily leasing its corporate headquarters and support offices, with no material fixed assets owned - The company operates with a lean physical footprint, leasing its corporate headquarters and 12 support offices, and does not possess any material fixed assets[459](index=459&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=78&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes the company's financial performance, highlighting Super-App growth, 2021 net loss from expansion, strong liquidity, and future technology-focused capital expenditures [Operating Results](index=78&type=section&id=A.%20Operating%20Results) In 2021, revenue grew significantly to R$2.22 billion, but increased operating expenses, particularly impairment losses and administrative costs, led to a net loss of R$55.1 million Consolidated Income Statement Summary (2021 vs. 2020) | Metric | 2021 (R$ million) | 2020 (R$ million) | Variation | | :--- | :--- | :--- | :--- | | **Revenues** | **2,221.8** | **1,011.5** | **119.6%** | | Net Interest Income | 892.2 | 758.5 | 17.6% | | Net Result from Services and Commissions | 442.3 | 185.5 | 138.4% | | Impairment Losses on Financial Assets | (595.6) | (213.7) | 178.7% | | Other Administrative Expenses | (1,311.0) | (641.3) | 104.4% | | **Profit / (Loss) for the year** | **(55.1)** | **30.7** | **(279.5)%** | - The significant increase in net loss in 2021 was primarily driven by higher impairment losses on financial assets (up **178.7%**) proportional to credit portfolio growth, and a **104.4%** rise in other administrative expenses due to investments in data processing, advertising, and other costs related to operational expansion[508](index=508&type=chunk)[512](index=512&type=chunk) Key Growth Metrics (2021) | Metric | 2021 Value | YoY Growth | | :--- | :--- | :--- | | Total Customers | 16.3 million | 8 million new clients | | Card TPV | R$34.1 billion | - | | Loan Portfolio | R$17.2 billion | 96% | | E-commerce GMV | R$3.5 billion | 201% | - Future capital expenditures are planned to enhance the core banking platform (**R$27 million**), card processor (**R$16.5 million**), Super-App (**R$29 million**), Inter Shop (**R$27.8 million**), and internationalization efforts (**R$75 million**) in 2022[548](index=548&type=chunk) [Liquidity and Capital Resources](index=96&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity and capital position, with a capital adequacy ratio of 44.3% as of December 31, 2021, significantly above regulatory minimums Capital Adequacy Ratio | Date | Capital Adequacy Ratio | | :--- | :--- | | Dec 31, 2021 | 44.3% | | Dec 31, 2020 | 31.9% | - The increase in the capital adequacy ratio in 2021 was primarily driven by the completion of a follow-on equity offering in June 2021[551](index=551&type=chunk) - The company's primary sources of funds are liabilities with customers (demand, time, and savings deposits) and securities issued (such as LCIs and LCAs)[558](index=558&type=chunk)[562](index=562&type=chunk) - As of year-end 2021, the company's ratio of current assets to current liabilities was above **2.0**, and it held over **R$10 billion** in High Quality Liquid Assets, indicating a strong liquidity position[571](index=571&type=chunk) [ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](index=101&type=section&id=ITEM%206.%20DIRECTORS%20%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the board of directors and executive management, their compensation, board practices, and employee headcount, reflecting the company's expansion - Upon completion of the Corporate Reorganization, the board of directors will be composed of **nine members**, appointed for two-year terms; key members include Chairman Rubens Menin Teixeira de Souza and CEO João Vitor N. Menin T. de Souza[584](index=584&type=chunk)[586](index=586&type=chunk)[601](index=601&type=chunk) Aggregate Compensation of Directors and Executive Officers | Year | Aggregate Compensation (R$ million) | | :--- | :--- | | 2021 | 22.8 | | 2020 | 15.9 | | 2019 | 12.8 | - The company will establish an Audit Committee and has advisory committees at the Banco Inter level for People and Compensation, ESG, Assets and Liquidity, Operational Risk, and Credit Risk[627](index=627&type=chunk)[632](index=632&type=chunk)[633](index=633&type=chunk) Employee Headcount | Year End | Number of Employees | | :--- | :--- | | 2021 | 3,898 | | 2020 | 2,197 | | 2019 | 1,628 | [ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](index=112&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details Inter & Co's ownership structure post-reorganization, highlighting the controlling shareholder's dominant voting power and outlining related party transactions and key shareholder agreements Post-Reorganization Voting Power | Shareholder | % of Total Capital (No Redemption) | % of Voting Capital (No Redemption) | % of Total Capital (Max Redemption) | % of Voting Capital (Max Redemption) | | :--- | :--- | :--- | :--- | :--- | | Costellis International Limited (Controlling) | 27.23% | 78.91% | 29.22% | 80.50% | | SBLA Holdings (SoftBank) | 15.01% | 4.35% | 16.11% | 4.44% | | Others | 53.00% | 15.36% | 49.57% | 13.66% | - The company has engaged in related party transactions, including loans and investments in securities (debentures, CRIs) issued by companies controlled by its controlling shareholder, such as Log Commercial Properties and MRV Engenharia; these were conducted in the ordinary course of business[660](index=660&type=chunk)[664](index=664&type=chunk)[665](index=665&type=chunk)[666](index=666&type=chunk) - A shareholders' agreement with SoftBank will grant it the right to appoint one board member as long as it holds at least **5%** of the share capital[670](index=670&type=chunk) - A shareholders' agreement with Stone grants it the right to appoint one board member and a right of first refusal on certain transfers that would result in a change of control of Banco Inter[671](index=671&type=chunk) [ITEM 8. FINANCIAL INFORMATION](index=116&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section references the company's audited consolidated financial statements, outlines its dividend policy of retaining earnings for expansion, and notes dividend distributions from its Brazilian subsidiaries - The company has not adopted a dividend policy and does not anticipate paying cash dividends in the foreseeable future, intending to retain earnings for business development and expansion[679](index=679&type=chunk) - The ability to pay dividends is dependent on receiving distributions from its Brazilian subsidiaries, which are subject to Brazilian legal and regulatory requirements, including minimum mandatory dividends[682](index=682&type=chunk) Dividends and Interest on Equity Distributed by Banco Inter | Year | Amount (R$ million) | | :--- | :--- | | 2021 | 41.5 | | 2020 | 39.9 | | 2019 | 51.3 | - A significant change noted is the completion of the acquisition of USEND in January 2022 as part of the company's international expansion strategy[685](index=685&type=chunk) [ITEM 9. THE OFFER AND LISTING](index=117&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) Inter & Co's Class A common shares are expected to be listed on Nasdaq upon corporate reorganization approval, while Banco Inter's securities are currently listed on the B3 exchange in Brazil - Inter & Co's Class A common shares are not currently listed but are expected to be listed on Nasdaq upon the approval of the Corporate Reorganization[686](index=686&type=chunk)[688](index=688&type=chunk) - Banco Inter's units (BIDI11), common shares (BIDI3), and preferred shares (BIDI4) are listed on the Nível 2 segment of the B3 exchange[688](index=688&type=chunk) [ITEM 10. ADDITIONAL INFORMATION](index=118&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details the company's corporate structure under Cayman Islands law, including its dual-class share structure, anti-takeover provisions, and a comparison of Cayman Islands and U.S. corporate law - The company will have a dual-class share structure: Class A common shares with one vote per share and Class B common shares with ten votes per share; holders of Class B shares also have preemptive rights to maintain their proportional ownership[697](index=697&type=chunk)[709](index=709&type=chunk) - The Articles of Association include anti-takeover provisions, such as the concentrated voting power of Class B shares and the board's ability to issue preferred shares, which may discourage hostile takeovers[758](index=758&type=chunk)[759](index=759&type=chunk)[761](index=761&type=chunk) - The summary outlines key differences between Cayman Islands and U.S. (Delaware) corporate law regarding mergers, shareholder suits, directors' fiduciary duties, and transactions with interested shareholders[767](index=767&type=chunk) - There are no Cayman Islands taxes on dividends, capital gains, or inheritance; the company has applied for a **20-year** undertaking from the Cayman Islands government against future taxation[820](index=820&type=chunk)[823](index=823&type=chunk) [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=143&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section details the company's financial risk management framework, covering credit, market, liquidity, and operational risks, aligned with Basel III, and utilizing sensitivity analysis for market fluctuations - The company's financial risk management covers credit, market, liquidity, and operational risks, with a structure aligned with the recommendations of Pillar III of the Basel Committee[858](index=858&type=chunk) - Credit risk management involves identifying, evaluating, and mitigating risks related to counterparties, principals, intermediaries, and concentration[859](index=859&type=chunk)[861](index=861&type=chunk) - Market risk, defined as the potential for losses from changes in stock prices, interest rates, and exchange rates, is actively monitored[862](index=862&type=chunk) Sensitivity Analysis - Estimated Impact on Fair Value (Scenario I - Probable) | Risk Factor | Variation | Impact (R$ millions) | | :--- | :--- | :--- | | IPCA Coupon | Increase | (3,045) | | IGP-M Coupon | Increase | (42) | | Fixed Interest Rates | Decrease | (334) | | TR Coupon | Increase | (813) | [ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES](index=145&type=section&id=ITEM%2012.%20DESCRIPTION%20OF%20SECURITIES%20OTHER%20THAN%20EQUITY%20SECURITIES) Information regarding debt securities, warrants and rights, other securities, and American depositary shares is not applicable - The report indicates that descriptions of debt securities, warrants, rights, and American Depositary Shares are not applicable[867](index=867&type=chunk)[868](index=868&type=chunk)[869](index=869&type=chunk)[870](index=870&type=chunk) PART II [ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES](index=146&type=section&id=ITEM%2013.%20DEFAULTS%2C%20DIVIDEND%20ARREARAGES%20AND%20DELINQUENCIES) The company reports no defaults, dividend arrearages, or delinquencies - The company reports no defaults, dividend arrearages, or delinquencies[873](index=873&type=chunk) [ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS](index=146&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) The company reports no material modifications to the rights of security holders or use of proceeds - The company reports no material modifications to the rights of security holders or use of proceeds[874](index=874&type=chunk) [ITEM 15. CONTROLS AND PROCEDURES](index=146&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) This section discloses that disclosure controls were ineffective as of December 31, 2021, due to material weaknesses, with management's and auditor's reports on internal controls omitted under transition period exemptions - As of December 31, 2021, the company's disclosure controls and procedures were concluded to be ineffective due to identified material weaknesses in internal controls over financial reporting[875](index=875&type=chunk) - The annual report does not include management's assessment or an auditor's attestation on internal controls, utilizing the transition period exemptions for newly public and emerging growth companies[876](index=876&type=chunk)[877](index=877&type=chunk) [ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT](index=147&type=section&id=ITEM%2016A.%20AUDIT%20COMMITTEE%20FINANCIAL%20EXPERT) Upon corporate reorganization, an audit committee will be formed, with André Guilherme Cazzaniga Maciel designated as the "audit committee financial expert" - An audit committee will be formed upon completion of the Corporate Reorganization, with André Guilherme Cazzaniga Maciel identified as the "audit committee financial expert"[879](index=879&type=chunk) [ITEM 16B. CODE OF ETHICS](index=147&type=section&id=ITEM%2016B.%20CODE%20OF%20ETHICS) The company's comprehensive code of ethics, last amended in 2021, applies to all directors and employees, supported by training and a third-party whistleblower channel to ensure ethical conduct - The company has a comprehensive code of ethics, last amended in 2021, applicable to all directors and employees, with no waivers of compliance since its inception in 2013[880](index=880&type=chunk) - A third-party service provider operates a whistleblower channel to ensure anonymity, and all tips are investigated by the compliance department and reviewed by the Ethics Committee[882](index=882&type=chunk)[883](index=883&type=chunk) [ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=148&type=section&id=ITEM%2016C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) This section details the fees paid to KPMG Auditores Independentes Ltda., totaling R$2.248 million in 2021, primarily for audit services Accountant Fees (in R$ thousand) | Fee Type | 2021 | 2020 | | :--- | :--- | :--- | | Audit fees | 1,758.0 | 1,762.0 | | Audit-related fees | 352.0 | 352.4 | | Tax fees | 138.0 | 138.4 | | **Total** | **2,248.0** | **2,252.8** | [ITEM 16G. CORPORATE GOVERNANCE](index=149&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) As a foreign private issuer and "controlled company," the company will follow Cayman Islands home country corporate governance practices, exempting it from certain Nasdaq listing rules regarding independent directors and committees - As a foreign private issuer, the company is permitted to follow its home country (Cayman Islands) corporate governance practices instead of certain Nasdaq rules[899](index=899&type=chunk) - The company will be a "controlled company" due to the controlling shareholder holding a majority of the voting power; this status provides exemptions from Nasdaq requirements for a majority-independent board, an independent compensation committee, and an independent nominating committee[902](index=902&type=chunk) REGULATORY MATTERS This section overviews the Brazilian regulatory landscape, detailing key bodies, regulations for banking, payments, data protection, cybersecurity, anti-money laundering, Basel III capital adequacy, and recent developments - The company operates within the National Financial System of Brazil (SFN), primarily regulated by the National Monetary Council (CMN) and the Central Bank of Brazil, which set monetary, credit, and operational policies for financial institutions[905](index=905&type=chunk)[907](index=907&type=chunk)[912](index=912&type=chunk) - The company is subject to the Basel III framework for capital adequacy, which requires minimum capital levels based on risk-weighted assets (RWA); it must also adhere to specific reserve requirements for demand, savings, and term deposits[998](index=998&type=chunk)[1003](index=1003&type=chunk)[1051](index=1051&type=chunk) - Key recent regulatory initiatives impacting the business include the implementation of the Instant Payment System (PIX), the phased rollout of Open Banking to promote competition, and the new Foreign Exchange Law (Law No. 14,286/21) aimed at modernizing and simplifying currency regulations[928](index=928&type=chunk)[1158](index=1158&type=chunk)[1163](index=1163&type=chunk) - The company must comply with stringent data protection and privacy laws, including the Brazilian Data Protection Law (LGPD), banking secrecy laws (Complementary Law No. 105), and cybersecurity policies mandated by CMN Resolution No. 4,893/21[1071](index=1071&type=chunk)[1078](index=1078&type=chunk)[1082](index=1082&type=chunk) PART III [ITEM 18. FINANCIAL STATEMENTS](index=187&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section directs the reader to the company's consolidated financial statements, which begin on page F-1 of the report - This item refers to the consolidated financial statements, which are included starting from page F-1[1184](index=1184&type=chunk) [ITEM 19. EXHIBITS](index=188&type=section&id=ITEM%2019.%20EXHIBITS) This section lists all documents filed as exhibits to the annual report, including corporate governance documents, shareholder agreements, and Sarbanes-Oxley Act certifications - A list of filed exhibits is provided, including the Amended and Restated Memorandum and Articles of Association, Shareholders' Agreements with Stone and SoftBank, and Sarbanes-Oxley Act certifications from the CEO and CFO[1186](index=1186&type=chunk) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS [Consolidated Financial Statements](index=190&type=section&id=Consolidated%20Financial%20Statements) This section presents the audited consolidated financial statements for Inter & Co for the three-year period ended December 31, 2021, prepared in accordance with IFRS, including the independent auditor's report and detailed notes Consolidated Balance Sheet Highlights (in R$ thousands) | Account | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **36,626,337** | **19,921,613** | | Loans and advances to customers, net | 16,535,429 | 8,507,703 | | Securities | 12,757,687 | 5,812,622 | | **Total Liabilities** | **28,176,554** | **16,597,398** | | Liabilities with customers | 18,333,543 | 12,436,632 | | **Total Equity** | **8,449,784** | **3,324,215** | Consolidated Income Statement Highlights (in R$ thousands) | Account | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Net Interest Income | 892,186 | 758,473 | 518,798 | | Revenues | 2,221,823 | 1,011,531 | 712,224 | | Impairment losses on financial assets | (595,581) | (213,688) | (138,570) | | **Profit / (Loss) for the year** | **(55,068)** | **30,686** | **30,370** | - The financial statements reflect a corporate restructuring on May 7, 2021, where Inter Platform Inc. became the indirect controlling entity of Banco Inter; the transaction was accounted for as a common control transaction, with assets and liabilities carried over at book value[1213](index=1213&type=chunk)[1214](index=1214&type=chunk) - The Group's operations are divided into six reportable segments: banking, securities, insurance brokerage, marketplace, asset management, and services; the banking segment is the most significant, generating the majority of revenues[1370](index=1370&type=chunk)
Inter & Co(INTR) - 2021 Q4 - Annual Report
2022-05-02 16:43
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 of the Securities Exchange Act of 1934 For the month of April 2022 Commission File Number 132-02847 INTER & CO, INC. (Exact name of registrant as specified in its charter) N/A (Translation of Registrant's executive offices) Av Barbacena, 1.219, 22nd Floor Belo Horizonte, Brazil, ZIP Code 30 190-131 Telephone: +55 (31) 2138-7978 (Address of principal executive of ...