Inter & Co(INTR) - 2021 Q4 - Annual Report

PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 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][42][43] ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 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][45] ITEM 3. KEY INFORMATION Significant investment risks include corporate reorganization, controlling shareholder power, digital banking competition, internal control weaknesses, and Brazilian macroeconomic and political instability Risk Factors 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][51] - 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] - 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][118][119] - 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][292][310] ITEM 4. INFORMATION ON THE COMPANY 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 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][323][324] - 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] - 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] - 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] Business Overview 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][333] 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] - 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] - 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][409] Organizational Structure 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] - 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] Property, Plant and Equipment 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] ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 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 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][512] 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] Liquidity and Capital Resources 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] - 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][562] - As of year-end 2021, the company's ratio of current assets to current liabilities was above 2.0, and it held over R$10 billion in High Quality Liquid Assets, indicating a strong liquidity position[571] ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES This section details the board of directors and executive management, their compensation, board practices, and employee headcount, reflecting the company's expansion - Upon completion of the Corporate Reorganization, the board of directors will be composed of nine members, appointed for two-year terms; key members include Chairman Rubens Menin Teixeira de Souza and CEO João Vitor N. Menin T. de Souza[584][586][601] Aggregate Compensation of Directors and Executive Officers | Year | Aggregate Compensation (R$ 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][632][633] Employee Headcount | Year End | Number of Employees | | :--- | :--- | | 2021 | 3,898 | | 2020 | 2,197 | | 2019 | 1,628 | ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 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][664][665][666] - 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] - 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] ITEM 8. FINANCIAL INFORMATION 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] - 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] 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] ITEM 9. THE OFFER AND LISTING 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][688] - Banco Inter's units (BIDI11), common shares (BIDI3), and preferred shares (BIDI4) are listed on the Nível 2 segment of the B3 exchange[688] ITEM 10. ADDITIONAL INFORMATION 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][709] - 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][759][761] - 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] - 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][823] ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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] - Credit risk management involves identifying, evaluating, and mitigating risks related to counterparties, principals, intermediaries, and concentration[859][861] - Market risk, defined as the potential for losses from changes in stock prices, interest rates, and exchange rates, is actively monitored[862] 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 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][868][869][870] PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES The company reports no defaults, dividend arrearages, or delinquencies - The company reports no defaults, dividend arrearages, or delinquencies[873] ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 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] ITEM 15. CONTROLS AND PROCEDURES 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] - 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][877] ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 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] ITEM 16B. CODE OF ETHICS 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] - 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][883] ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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 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] - 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] 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][907][912] - 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][1003][1051] - 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][1158][1163] - 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][1078][1082] PART III ITEM 18. FINANCIAL STATEMENTS 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] ITEM 19. EXHIBITS 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 TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements 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][1214] - 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]