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PPLA Participations Ltd. — Interim / Quarterly Report 2023
Aug 15, 2023
14935_ir_2023-08-15_d6323b88-7bad-4be9-953d-64848c1a25a8.html
Interim / Quarterly Report
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(A free translation of the original in Portuguese)
PPLA Participations LP.
Interim financial statements at
June 30, 2023
and report on review
(A free translation of the original in Portuguese)
Report on review of interim
financial statements
To the Board of Directors and Shareholders
PPLA Participations LP.
Introduction
We have reviewed the accompanying interim balance sheet of PPLA Participations LP. ("Company") as
at June 30, 2023 and the related statements of income and comprehensive income for three and six-
month period then ended, and the statements of changes in shareholders' equity and cash flows for
six-month period then ended, and notes, comprising significant accounting policies and other
explanatory information.
Management is responsible for the preparation and fair presentation of these interim financial
statements in accordance with the International Accounting Standard (IAS) 34 - "Interim Financial
Reporting", issued by the International Accounting Standards Board (IASB). Our responsibility is to
express a conclusion on this interim financial statement based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Reviews of
Interim Financial Information (NBC TR 2410 - "Review of Interim Financial Information Performed
by the Independent Auditor of the Entity", and ISRE 2410 - "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity", respectively). A review of interim information
consists of making inquiries, primarily of persons responsible for financial and accounting matters,
and applying analytical and other review procedures. A review is substantially less in scope than an
audit conducted in accordance with Brazilian and International Standards on Auditing and
consequently does not enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying interim financial statements referred to above do not present fairly, in all
material respects, the financial position of PPLA Participations LP. as at June 30, 2023 and its
financial performance for the three and six-month period then ended, and its financial performance
and cash flows for the six-month period then ended in accordance with IAS 34 - "Interim Financial
Reporting", issued by International Accounting Standards Board (IASB).
2
PricewaterhouseCoopers Auditores Independentes Ltda., Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o
São Paulo, SP, Brasil, 04538-132
T: +55 (11) 4004-8000, www.pwc.com.br
PPLA Participations LP.
Emphasis of matter
Material uncertainty related to
going concern
We draw attention to Note 1 to these financial statements, which states that the Company has incurred
recurring decreases in shareholders' equity over the past few years for the reasons set out in that Note.
Management's plans for reversing this situation, are also described in Note 1, and depends on the
success of the initiatives taken by Management, through obtaining loans and capitalization, if
necessary. This situation, among others described in that Note, indicates the existence of significant
uncertainty that may cast significant doubts about the ability of the Company to continue as a going on
concern. Our conclusion is not modified in respect of this matter.
São Paulo, August 15, 2023
PricewaterhouseCoopers
Auditores Independentes Ltda.
CRC 2SP000160/O-5
Edison Arisa Pereira
Contador CRC 1SP127241/O-0
3
PPLA Participations Ltd.
Balance sheet
As at June 30, 2023 and December 31, 2022
(In thousands of reais)
Assets
Note
06/30/23
12/31/22
Investment entity portfolio
Amounts receivable
Total assets
5
6
9
667
676
7
506
513
Liabilities
Other liabilities
Total liabilities
7
667
667
506
506
Shareholders' equity
Capital stock and share premium
Other comprehensive income
Accumulated losses
8a
1,504,802
424,134
(1,928,927)
9
1,504,802
424,135
(1,928,930)
7
Total shareholders' equity
Total liabilities and shareholders' equity
676
513
The accompanying notes are an integral part of these Interim Financial Statement.
4
PPLA Participations Ltd.
Statement of income
Quarters ended on June 30
(In thousands of reais, except profit per share)
Quarters ended on:
06/30/23 06/30/22
Semesters ended on:
06/30/23 06/30/22
Note
10
11
Gain on investment entity portfolio measured at fair value
Administrative expenses
Other operating income
1
(600)
600
1
-
(957)
957
-
2
6
(1,746)
1,746
6
(1,232)
1,232
12
Operating profit
2
Profit for the year
1
-
2
6
Profit / (Loss) per share - basic and diluted (in reais)
9
0.0004
-
0.0007
0.0021
The accompanying notes are an integral part of these Interim Financial Statement.
5
PPLA Participations Ltd.
Statement of comprehensive income
Quarters ended on June 30
(In thousands of reais unless otherwise stated)
Quarters ended on:
06/30/23 06/30/22
Semesters ended on:
06/30/23 06/30/22
Profit for the period
Other comprehensive income / (loss) not to be reclassified to
profit or loss:
Movement in investments designated at fair value through
other comprehensive income
Currency translation adjustments
1
-
-
2
6
(1)
(1)
-
(6)
-
-
-
-
(6)
Total comprehensive income
-
-
2
-
The accompanying notes are an integral part of these Interim Financial Statement.
6
PPLA Participations Ltd.
Statement of cash flows
Quarters ended on June 30
(In thousands of reais unless otherwise stated)
Note
06/30/23
06/30/22
Operating activities
Profit for the year
2
6
Adjustments to the loss for the year
Loss from investment entity portfolio measured at fair value
Adjusted loss for the semester
10
(2)
-
(6)
-
Increase in operating liabilities
Due to brokers
Other liabilities
(161)
161
-
(1,079)
1,079
-
Cash provided by / (used in) operating activities
Increase / (decrease) in cash and cash equivalents
Balance of cash and cash equivalents
At the beginning of the year
At the end of the year
Increase / (decrease) in cash and cash equivalents
-
-
-
-
-
-
-
-
The accompanying notes are an integral part of these Interim Financial Statement.
7
PPLA Participations Ltd.
Notes to the Interim Financial Statements
March 31, 2023
(In thousands of reais)
1. Operations
PPLA Participations Ltd. ("PPLA Participations", "Company"
) was constituted as a tax
exempted Limited Liability Company under the laws of Bermuda on March 26, 2010. On December 29,
2010, the Bermuda monetary authority approved the constitution of the Company. PPLA
Participations headquarter is located on Clarendon House, 2 Church Street, HM 11, Hamilton,
Bermuda.
The Company has applied for and has been granted exemption from all forms of taxation in Bermuda
until June 30, 2035, including income, capital gains and withholding taxes. In jurisdictions other than
Bermuda, some foreign taxes will be withheld at source on dividends and certain interest received by
the Company.
Amsterdam and B3 in São Paulo. Each unit issued, corresponds to 1 class A shares and 2 class B shares
of PPLA Participations Ltd. All units listed and traded in Amsterdam remained wholly interchangeable
with the units in Brazil.
The Company is the sole owner of BTG Bermuda LP Holdco Ltd ("BTG Holdco") which, on December
29, 2010, received a Class C common share from BTG Pactual Management Ltd. and thus became
general partner of PPLA Investments LP. (
previously denominated BTG
Investments LP. As a consequence of this transaction, the Company obtained the right to control the
financial and operating policies of PPLA Investments.
PPLA Investments was formed in 2008 and makes proprietary capital investments in a wide range of
financial instruments, including Merchant Banking investments in Brazil and overseas, and a variety of
financial investments in global markets.
t area manages PPLA Investments
length.
The Management of PPLA Investments is monitoring the recurring reduction in the Company's
Shareholders' Equity over the last few years, mainly due to losses arising from negative mark-to-
market in its investment entity portfolio. Reverting the accumulated deficitary situation requires a
successful implementation of Management's initiatives through loans - made between the Company
- which can be capitalized, if necessary.
Although the deficit picture portraits the existence of a relevant uncertainty that can raise questions
about the Company's operational continuity, management evaluation came to conclude, based on the
aforementioned initiatives, that PPLA Participations has the capacity to continue operating in the next
12 months.
8
PPLA Participations Ltd.
Notes to the Interim Financial Statements
March 31, 2023
(In thousands of reais)
Loan Agreement
On June 21st, 2021 PPLAI entered into a Loan Agreement with BTG MB Investments LP ("BTG MB") in
which PPLAI approved a credit line with BTG MB with total amount to BRL750 million, to be disbursed
according to PPLAI request, on dates and amounts of the company loan installments, on the following
dates: June 21st,2021, July 9th, 2021, December 16th, 2021, 2022, December 12th, 2022 and
December 23th, 2023, with 30 months maturity, starting of June 21st, 2021 and interest rate of 117.3%
of CDI to be applied on each amount disbursed. The agreement does not have, on the date of its
execution, a provision that would enable BTG MB to fully or partially capitalize such credits in the
corresponding amount of shares (partnership interests) of PPLA Investments, without prejudice to any
commercial agreement to be negotiated on an arm's length basis. Simultaneously with the execution
of the Agreement, PPLA Investments requested the first disbursement to BTG MB in the amount of
approximately BRL90 million, which was made on the same date by BTG MB.
On July 9, 2021, PPLA Investments requested the second disbursement to BTG MB in the amount of
approximately BRL160 million, which was made on the same date.
On December 16, 2021, PPLA Investments requested the third disbursement to BTG MB in the amount
of approximately BRL116 million, which was made on the same date.
The loans corresponding to this Loan Agreement are carried out within the scope of the Company's
initiatives to address its economic and financial situation and PPLA Investments' recurring capital
needs, especially considering the maturity of certain loans and other short-term liabilities.
2. Presentation of Interim Financial Statement
The Co
Interim Financial Statement were prepared and are being presented in accordance
with International Financial Report Standards (IFRS), issued by International Accounting Standards
Board (IASB).
The items included in the Interim Financial Statement of each of the businesses of the Company are
measured using the currency of the primary economic environment in which the company operates
("functional currency").
The Interim Financial Statement were approved by the Management on August 15, 2023, and they
contain a true and fair view of the financial position and results of the Company.
9
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
3. Main accounting practices
a. Use of estimatives
The preparation of Interim Financial Statement in conformity with IFRS requires management to make
estimates and assumptions that affect the reported balances of assets, liabilities and disclosure of
contingent assets and liabilities at the date of the Interim Financial Statement, as well as the reported
amounts of revenues and expenses during the year. These estimates are based on historical
experience and various other factors that Management believes are reasonable under the
circumstances, the results form the basis for judgments about carrying values of assets and liabilities,
which are not determined through other sources. The actual results could differ from those estimates.
b. Functional currency and presentation
The Company's functional currency became the real as of April 1, 2022, since most business
transactions, especially its investments, are in this currency.
The change does not have significant effects on the Interim Financial Statement, in any period, given
that the Company already presented its Interim Financial Statement in real.
c. Cash and cash equivalents
For the purposes of statements of cash flow, cash and cash equivalents includes cash, bank deposits
and highly-liquid short-term investments redeemable in up to 3 months, subject to an insignificant
risk of change in value.
d. Revenue and expense recognition
Net gains with financial instruments
Amounts that arise from trading activity including all gains and losses from changes in the fair
value and the interest and dividend income or expense of financial assets and liabilities held for
trading.
Interest income (expense)
Interest income (expense) is recognized as incurred, using the effective interesting rate method.
The interest on financial instruments held for trading are recorded in the statement of income
when applicable.
10
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
e. Financial instruments
This section described the accounting practices related to IFRS 9.
Recognition date
All financial assets and liabilities are initially recognized on the trading date, that is, the date in
which the entity becomes an interested party to the contractual relationship of the instrument.
This includes purchases or sales of financial assets or liabilities that require delivery of the asset
at a specified time established by regulation or market standard.
Initial recognition of financial instruments
The classification of the financial instruments at their initial recognition depends on the purpose
for which they were acquired and their characteristics. IFRS 9 classification is generally based on
the business model in which a financial asset is managed and its contractual cash flows.
Subsequently to the IFRS 9 early adoption without electing fair value option, the Company
classified its financial assets as measured at fair value through profit or loss (FVTPL), fair value
through other comprehensive income (FVOCI) with or without recycling or at amortized cost.
Derivatives financial instruments
Derivative financial instruments are recorded at fair value and held as assets when fair value is
positive and as liabilities when fair value is negative. The changes in fair value of derivatives are
Financial assets and liabilities designated at fair value through profit and loss
Financial assets and liabilities classified in this category are those designed as such on initial
recognition. The designation of a financial instrument at fair value through profit or loss on initial
recognition is only possible when the following criteria is observed and the designation of each
instrument is individually determined:
Designation eliminates or significantly reduces the inconsistent treatment which would occur
in the measurement of assets and liabilities or in the recognition of gains and losses
corresponding to different ways; or
Assets and liabilities are part of a group of financial assets, financial liabilities, or both, which
are managed and with their performance assessed based on the fair value, as a documented
strategy of risk or investment management; or
The financial instrument contains one (or more) embedded derivative(s), which significantly
modifies the cash flows that would otherwise be required by the agreement.
11
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
Financial assets and liabilities at fair value through profit and loss are recorded in the balance
Financial assets measured at amortized cost
A financial asset shall be measured at amortized cost if both of the following conditions are met:
The financial asset is held within a business model whose objective is to hold financial assets
in order to collect contractual cash flows and;
The contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
After initial measurement, financial assets are measured at amortized cost using the effective
interest rate method.
Financial liabilities at amortized cost
Financial liabilities are measured at amortized cost using the effective interest rate method and
taking into account any discount or premium on issue and relevant costs that become part of the
effective interest rate.
Reclassifications
Financial assets are not reclassified subsequent to their initial recognition, except in the period
after the Company changes its business model for managing financial assets.
Impairment of financial assets
Under IFRS 9, at initial recognition of a debt instrument, the Company needs to project its
expected credit losses for the next 12 months and recognize it as an allowance for credit losses,
even though no losses have yet occurred.
If the Company is expecting a significant deterioration in the credit quality of its counterparty, it
should recognize an allowance equivalent to the lifetime expected credit losses of the instrument,
rather than only the 12 month expected credit losses.
12
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
Measurement
Expected credit losses are a probability-weighted estimate of credit losses. They are measured as
follows:
Financial assets that are not credit-impaired at the Report date: as the present value of all
cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with
the contract and the cash flows that the Company expects to receive);
Financial assets that are credit-impaired at the Report date: as the difference between the
gross carrying amount and the present value of estimated future cash flows;
Undrawn loan commitments: as the present value of the difference between the contractual
cash flows that are due to the Company if the commitment is drawn down and the cash flows
that the Company expects to receive; and
Financial guarantee contracts: the expected payments to reimburse the holder less any
amounts that the Company expects to recover.
If the assets are no longer performing (a credit event), despite considering the expected credit
losses for the lifetime of the instrument, the Company should also recognize interest revenue
based on the net carrying amount, which means that the allowance should be accounted for on
interest recognition. The main evidence of deterioration of the credit quality of the counterparty
are:
The significant decline in the fair value of any security for a prolonged period;
Non compliance with contract terms for delay of principal or interest;
Deterioration in ability to pay and operational performance;
Breach of covenants;
Significant change in the performance of the counterparty market;
Reduced liquidity of the asset due to financial difficulties the lender.
For impairment losses related to debt instruments through other comprehensive income, such
losses will be recognized on the statements of income against other comprehensive income in an
increase in the fair value of the financial asset that can be related to any event, the loss previously
considered will be reversed in profit and losses.
The Company is required to reduce the gross carrying amount of its financial instruments when
there is no reasonable expectation of recovering the contractual cash flows on the financial assets
on its entirety or a portion thereof.
13
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
f. Valuation of Investment entity portfolio
Within the context of IFRS 10, this entity is treated as an investment entity and therefore it is not
necessary to carry out all the procedures related to the consolidation of investees, as the exception
indicated in this rule. The objective is to earn gains through the management of portfolios and
eventual purchase and sale transactions.
Investment entity portfolio is held at fair value with movements in fair value going through the profit
and loss account. The investments held by BTG Holdco (through BTGI) are defined as underlying
investments. These underlying investments correspond substantially to an investment in global
markets and merchant banking investments which are generally made directly or through ownership
in limited partnership funds. The merchant banking investments are comprised of equity ownerships,
loans and convertible instruments which most of the risk and return are dependent on the fair value
and characteristics of underlying equity. The Company may adjust these values if, in its view, the
values do not reflect the price which would be paid in an open and unrestricted market between
informed and prudent parties, acting at arm's length and under no compulsion to act.
Investment entity portfolio are measured according to the fair value measurement hierarchy
described below:
Level 1: Price quotations observed in active markets for the same instrument;
Level 2: Price quotations observed in active markets for instruments with similar characteristics or
based on pricing model in which the relevant parameters are based on observable active market data;
Level 3: Pricing models in which current market transactions or observable data are not available and
require a high degree of judgment and estimation. Instruments in this category have been valued using
a valuation technique where at least one input which could have a significant effect on the
market data without undue cost and effort, the observed input is used. Otherwise, the Company
determines a reasonable level for the input. The valuation models are developed internally and are
reviewed by the pricing team, which is independent from the revenue generating areas, they are
updated whenever there is evid
entity portfolio primarily includes certain limited partnership interests in private equity funds mainly
derived from our merchant banking activities and OTC derivatives which valuation depends upon
unobservable inputs. No gain or loss is recognized on the initial recognition of an investment entity
portfolio valued using a technique incorporating significant unobservable data.
14
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
Level 3 valuation assumptions
Asset
Valuation technique
Main assumptions
Market and revenue growth, profitability and
leverage expectations, discount rates, macro-
economic assumptions such as inflation and
exchange rates, risk premiums including market,
size and country risk premiums.
Price of recent investments; Models based on
discounted cash flows or earnings; market
transactions (M&A) multiples.
Private Equity Funds (unquoted
investments)
Counterpart - Probability of default and
recovery rates.
Derivatives
Standard models and non-bidding quoted
prices
In certain cases, data used to determine fair value may be from the different levels of the fair value
measurement hierarchy. In these cases, the financial instrument is classified in the most conservative
hierarchy in which the relevant data for the fair value assessment were used. This evaluation requires
judgment and considers specific factors of the relevant financial instruments. Changes in the
availability of the information may result in reclassification of certain financial instruments among the
different levels of fair value measurement hierarchy.
g. Financial instruments Offsetting
Financial assets and liabilities are presented net in the balance sheet if, and only if, there is a current
and enforceable legal right to offset the amounts recognized and if there is the intention to offset, or
to realize the asset and clear the liability simultaneously.
h. Contingent assets and liabilities
Provisions are recognized when the Company has a current obligation (legal or constructive), as the
result of a past event and it is probable that an outflow of resources which incorporates economic
benefits shall be required to settle the obligation and a reliable estimate of the amount of the
obligation can be made. The expense related to any allowance is presented in the income statement
net of any reimbursement.
The recognition, measurement and the disclosure of the assets and contingent liabilities and of the
legal are made pursuant to the criteria described below.
Contingent assets - not recognized in the Interim Financial Statement, except when there is evidence
that realization is virtually certain.
Contingent liabilities - are recognized in the Interim Financial Statement when, based on the opinion
of legal advisors and Management, the risk of loss of an action, judicial or administrative is deemed
likely, with a probable outflow of resources to settlement of the obligations and when the amounts
involved can be reasonably measured. Contingent liabilities classified as possible losses by the legal
advisors are only disclosed in explanatory notes, while those classified as remote losses are neither
provided for nor disclosed.
15
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
i. Profit allocation
The dividends are classified as liabilities when declared by the board and approved by the
Extraordinary / Ordinary General Meeting.
j. Segment information
IFRS 8 requires that operating segments are disclosed consistently with information provided to the
rating decision maker, who is the person or group of persons that allocates
resources to the segments and assesses their performance. Management understands the Company
has only one segment, which is related to the
information is disclosed.
an investment activities and so no segment
k. Invested companies
Below is the ownership interest held by PPLA Investments in its Indirect subsidiaries:
Equity interest - %
Country
06/30/2023
12/31/2022
Indirect subsidiaries
Timber XI SPE S.A.
Timber IX Participações S.A.
Timber XII SPE S.A.
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
7.84
7.84
7.84
7.84
7.84
8.02
8.02
8.02
8.02
8.02
Fazenda Corisco Participações S.A.
BTG Pactual Santa Terezinha Holding S.A.
Timber VII SPE S.A.
BTGI VII Participações S.A.
BTGI VIII Participações S.A.
Hárpia Omega Participações S.A.
Latte Saneamento e Participações S.A.
Auto Adesivos Paraná S.A.
7.84
8.02
100.00
100.00
100.00
4.40
100.00
100.00
100.00
4.40
11.17
11.17
4. Risk management
organization
and ensuring decisions are readily implemented.
The main committees/meetings involved in risk management activities are: (i) Management meeting,
which approves policies, defines overall limits and, alongside with the other committees, monitors the
management of our risks; (ii) Compliance Committee, which is responsible for establishing policy rules
and report potential problems related to money laundering.
16
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
a. Credit risk
The following table shows the maximum exposure of the investment entity portfolio by geographic
region:
06/30/23
Brazil
United States
Others
Total
Assets
Cash
-
16
-
-
-
3
-
1
-
-
1
16
3
Investment entity portfolio
Financial assets at amortized cost (i)
Other assets
-
-
-
Total
16
3
1
20
12/31/22
Brazil
United States
Others
Total
Assets
Cash
Investment entity portfolio
Investments at fair value through other comprehensive income
Financial assets at amortized cost (i)
Other assets
-
12
-
-
-
-
-
4
3
-
2
-
-
-
1
3
2
12
4
3
1
Total
12
7
22
(i) The amount basically corresponds to loans to partners.
The table below states the maximum exposures to credit risk of the investment entity portfolio,
06/30/23
Private institutions
Companies
Individuals
Others
Total
Assets
Cash
1
-
-
-
15
-
-
-
3
3
-
1
-
1
16
3
Investment entity portfolio
Financial assets at amortized cost
Total
1
15
1
20
12/31/22
Companies
Private institutions
Individuals
Others
Total
Assets
Cash
2
-
-
-
-
-
14
4
-
-
-
-
-
3
-
-
(2)
-
-
1
2
12
4
3
1
Investment entity portfolio
Investments at fair value through other comprehensive income
Financial assets at amortized cost
Other assets
Total
2
18
3
(1)
22
17
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
b. Liquidity analysis and risk
As at June 30, 2023 and December 31, 2022, the Company does not have any cash or cash equivalents.
And there is no fixed maturity for the discounted cash flows for the investment entity portfolio of the
at As at
June 30, 2023 and 2022:
06/30/23
Up to 90 days
/ No maturity
90 to 365
days
1 to 3
years
Over 3
years
Total
Assets
Cash
Investment entity portfolio
Financial assets at amortized cost
Liabilities (i)
1
16
-
-
-
-
-
-
-
-
-
-
-
-
3
-
1
16
3
(13)
7
(13)
(13)
Total
17
3
12/31/22
Up to 90 days
/ No maturity
90 to 365
days
1 to 3
years
Over 3
years
Total
Assets
Investment entity portfolio
Cash
2
12
4
-
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3
-
2
12
4
3
1
Investment entity portfolio
Investments at fair value through other comprehensive income
Financial assets at amortized cost
Other assets
Liabilities (i)
Total
(3)
16
(12)
(12)
-
3
(15)
7
(i) The amounts refer basically to loans to partners.
5. Investment entity portfolio
The Interim Financial Statement of PPLA Investments
for the quarter ended June 30, 2023
were reviewed by independent auditors who issued a opinion report on August 14, 2023, without
modification, presenting a section of relevant uncertainty related to operational continuity.
As at June 30, 2023, PPLA Investments' equity is BRL 326,837 (2022 269,230) due to results with the
investment entity portfolio. PPLA Participations marked its investment in PPLA Investments at BRL 9
on June 30, 2023 (BRL 7 December 31, 2022), considering the percentage of interest held by the
Company of 0.003% (December 31, 2022 0.003%). PPLA P does not have contractual commitments
with the liabilities of its investees.
PPLA Participations values its investments at fair value, in accordance with the accountings standards
of PPLA Investments.
18
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
The relevant figures of the PPLA Investments investment portfolio, as at June 30, 2023 and December
31, 2022, are presented below:
Note
06/30/2023 (1)
12/31/2022 (1)
Assets
Cash
(a)
(b)
(c)
(d)
54,453
592,977
16,288
118,007
8,809
78,562
449,666
144,247
118,510
19,997
Investment entity portfolio
Investments at fair value through other comprehensive income
Financial assets at amortized cost
Other assets
Total
Liabilities
Derivatives
Financial liabilities at amortized cost
Other liabilities
790,534
810,982
-
463,067
630
20,404
430,102
91,246
(e)
Total
463,697
541,752
Shareholders' equity
Total liabilities and shareholders' equity
326,837
790,534
269,230
810,982
(a) Cash
This item is composed exclusively of bank deposits with immediate liquidity.
(b) Investment entity portfolio
As of June 30, 2023
Fair value
As of December 31, 2022
Fair value
Merchant Banking investments
Private equity funds ("FIP")
Subsidiaries, associates and jointly controlled entities
Others (1)
551,482
421,878
129,604
41,495
513,447
382,244
131,203
(63,781)
449,666
Total
592,977
(1) Includes financial assets and liabilities entered into by Company subsidiaries.
(i) Merchant Banking investments
Merchant Banking investments consist of investments, held directly or through investment
vehicles (including funds that also include third party investors), in a diversified group of portfolio
companies primarily located in Brazil. Merchant Banking investments are structured generally
through privately negotiated transactions with a view to divest in four to ten years.
19
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
As at June 30, 2023 and 2022, PPLA Investments Merchant Banking investments corresponds to
private equity and real estate investments, through FIP or other investment vehicles, as disclosed
below:
06/30/23
12/31/22
Description/Segment
activity
Fair
value
Merchant Banking investments
(%) (1)
Fair value
(%) (1)
Through FIPs:
Adhesives, labels and
special paper
Beontag
11.17%
421,878
11.17%
382,244
company
Through subsidiaries, associates and jointly controlled entities:
Timber XI SPE S.A.
Timber IX Participações S.A.
Timber XII SPE S.A.
BTG Pactual Santa Terezinha Holding S.A.
Fazenda Corisco Participações S.A.
Timber VII SPE S.A.
Biological assets
Biological assets
Biological assets
Biological assets
Biological assets
Biological assets
Others
7.84%
7.84%
7.84%
7.84%
7.84%
7.84%
-
2,714
14,339
50,561
10,305
11,983
36,715
2,987
8.02%
8.02%
8.02%
8.02%
8.02%
8.02%
-
4,311
13,866
48,125
11,772
12,777
37,365
2,987
Loans - Merchant Banking investments
Total
551,482
513,447
(1) The equity interest disclosed in the table above refers to the Company indirect interest.
(c) Investments at fair value through other comprehensive income
PPLA Investments presents part of its investment entity portfolio as investments designated at fair
value through other comprehensive income, as described below:
As of June 30, 2023
Fair value
As of December 31, 2022
Fair value
Merchant Banking investments - FIP
Total
16,288
16,288
144,247
144,247
(i) Merchant banking investments - FIP
As at June 30, 2023 and December 31, 2022, PPLA Investments Merchant Banking investments
corresponds to private equity and real estate investments, through FIP, as disclosed below:
06/30/23
12/31/22
Fair value
Merchant Banking investments
A!Bodytech Participações S.A.
Description/Segment activity
Fitness segment
(%) (1)
10.5%
Fair value
5,831
(%) (1)
10.5%
5,739
Waste collection, treatment
and disposal
Latte S.A.
15.7%
4,772
15.7%
2,397
PagSeguro LTDA. (2) (3)
Others
Payments institution
-
-
-
5,685
0.9%
-
128,774
7,337
Total
16,288
144,247
(1) The equity interest disclosed in the table above refers to the Company indirect interest.
(2) On September 05, 2022, on Extraordinary / Ordinary General Meeting the new class A of redeemable preferred shares was approved for conversion by
assuming the full conversion of preferred shares
held by the shareholder BTG Pactual Principal Investments Fundo de Investimento em Participações Multiestratégia, and, the deliverance of 7.960.215
(seven million, nine hundred sixty thousand, two hundred fi
(3) Throughout the first semester of 2023, there was a sale of all of PagSeguro's shares. This event is part of the divestment process that the Company has
been carrying out.
(d) Financial assets at amortized cost
06/30/23
12/31/22
Partners (i)
Total
118,007
118,007
118,510
118,510
(i)
Loans granted by PPLA Investments are indexed to DI or SOFR, and the maturity are in general higher than one year. Loans to partners are provided in
connection to the acquisition of shares in BTG Pactual Group and are considered as related parties at PPLA Investments note 13.
20
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
As at June 30, 2023 and December 31, 2022, the fair value attributed to the loans and receivables is
similar to its amortized cost.
(e) Financial liabilities at amortized cost
Part of the loans and medium term notes are guaranteed by BTG Pactual Holding S.A., indirect parent
company of Banco BTG Pactual.
(f) Fair value Hierarchy
(i) Investment entity portfolio
06/30/23
Level 1
Level 2
Level 3
Total
Investment entity portfolio
Merchant Banking investments
Private equity funds
Subsidiaries, associates and jointly controlled entities
Others
-
-
-
-
-
421,878
126,617
-
421,878
129,604
41,495
2,987
41,495
44,482
Total
548,495
592,977
12/31/22
Level 1
Level 2
Level 3
Total
Investment entity portfolio
Merchant Banking investments
Private equity funds
Subsidiaries, associates and jointly controlled entities
Others
-
-
-
-
-
2,987
(63,781)
(60,794)
382,244
128,216
-
382,244
131,203
(63,781)
449,666
Total
510,460
(i)
Mostly composed of obligations, as a result of the downside protection contract.
(ii) Investments at fair value through other comprehensive income
The summary of assets and liabilities classified in accordance with the fair value hierarchy is as
follows:
06/30/23
Level 1
Level 2
Level 3
Total
Investments at fair value through other comprehensive income
Merchant Banking investments - FIP
Total
5,685
5,685
-
-
10,603
10,603
16,288
16,288
12/31/22
Level 1
Level 2
Level 3
Total
Investments at fair value through other comprehensive income
Merchant Banking investments - FIP
Total
-
-
-
-
144,247
144,247
144,247
144,247
(iii) Summary of valuation techniques
There were no changes from the valuation techniques disclosed in the Interim Financial Statement
for the quarter ended June 30, 2023.
(iv) Reclassification between levels
During the quarter ended June 30, 2023, there were no reclassification between levels and fair
value hierarchy.
21
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
6. Amounts receivable
As at June 30, 2023 and December 31, 2022, the item refers entirely to amounts receivable from
investees/subsidiaries, to pay for the Company s administrative expenses as of June 30, 2023 in the
amount of BRL 667 (BRL 506 as of December 31, 2022).
7. Other liabilities
As at June 30, 2023, the item refers entirely to amounts payable regarding administrative expenses
from the Company's BDRs program as of June 30, 2023 in the amount of BRL 667 (BRL 506 as of
December 31, 2022).
8.
a. Capital
As of June 30, 2023 and December 31, 2022
class of shares:
Authorized
5.000.000.000
Issued
Par value (BRL)
Voting rights
Vote per share
Class A (i)
Class B (i)
Class C
Class D
Total
938.222
Yes
No
Yes
Yes
1
-
10.000.000.000
1.876.444
1
1
-
1
(*)
1
1.000.000.000
16.000.000.001
0,0000000001
2.814.667
(*) Class C shareholders holds voting rights equivalent to ten times the total number of issued and subscribed A and D Class shares at any moment.
(i) Only class A and class B shareholders are entitled to economic benefits.
b. Dividends
The Company did not distribute dividends during the quarter ended June 30, 2023 and the year ended
December 31, 2022.
9. Profit / (Loss) per share
Quarters ended on:
6/30/2023 6/30/2022
Semesters ended on:
06/30/23
06/30/22
Profit for the period
Weighted average per thousand shares outstanding during the period
Profit / (Loss) per share - basic and diluted (in reais)
1
2,815
0.0004
-
2,815
-
2
2,815
0.0007
6
2,815
0.002
10.Gain / (Loss) from investment entity portfolio measured at fair value
through profit or loss
Quarters ended on:
06/30/23 06/30/22
Semesters ended on:
06/30/23 06/30/22
Gain on investment entity portfolio
Total
1
1
-
-
2
2
6
6
22
PPLA Participations Ltd.
Notes to the Interim Financial Statements
June 30, 2023
(In thousands of reais)
11. Administrative expenses
In the semesters ended June 30, 2023 and 2022, the item is composed exclusively of custodial
expenses, due to the Company s BDR program.
12. Other operational income
In the semesters ended June 30, 2023 and 2022, the item is composed exclusively by amounts
regarding reimbursed from subsidiaries.
13. Related Parties
Assets (Liabilities)
06/30/23 12/31/22
Revenues (Expenses)
Relationship
06/30/23
06/30/22
Assets
Amounts receivable
- PPLA Investments LP
Liabilities
Other liabilities
- PPLA Investments LP
Controlled entities
Controlled entities
667
506
1,232
1,746
(667)
(506)
(1,232)
(1,746)
No management compensation was recorded during the semesters ended June 30, 2023 and 2022.
23