REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class: |
Trading Symbol |
Name of each exchange on which registered: | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||
☒ | Emerging growth company |
U.S. GAAP ☐ | |
Other ☐ | ||||||
by the International Accounting Standards Board | ☒ |
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PART II | 138 | |||
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• | our ability to attract new customers, retain existing customers and increase sales to both new or existing customers in a cost-effective manner; |
• | the impact of the COVID-19 outbreak on general economic and business conditions in Brazil, Latin America and the rest of the world and any restrictive measures imposed by governmental authorities in response to the outbreak; |
• | our ability to innovate and respond to technological advances in a manner that responds to our customers’ evolving needs or preferences; |
• | our ability to effectively develop and expand our marketing and sales capabilities and our ability to increase our customer base and achieve broader market acceptance of our platform; |
• | our failure to enhance and maintain our brand recognition or maintain a positive public image; |
• | the inherent risks related to the SaaS market, such as the interruption, failure or breach of our third-party service providers’ computer or information technology systems, resulting in the degradation of the quality or a decline in the use of the products and services we offer; |
• | our ability to successfully acquire new businesses as clients, acquire clients in new industry verticals and appropriately manage our international expansion; |
• | our ability to meet our contractual commitments with our customers and to offer high quality customer support; |
• | general economic, political and business conditions in Latin America and their impact on our business, notably with respect to inflation and interest rates and their impact on the discretionary spending of businesses; |
• | the impact of substantial and increasing competition in our market, innovation by our competitors, and our ability to compete effectively; |
• | our compliance with applicable regulatory and legislative developments and regulations and legislation that currently apply or become applicable to our business as we continue to grow; |
• | our ability to attract and retain qualified personnel while controlling our personnel related expenses; |
• | our ability to obtain, maintain, protect, enforce and enhance our brand and intellectual property and proprietary rights; |
• | our ability to maintain our classification as an emerging growth company under the JOBS Act; |
• | health crises, including due to pandemics such as the COVID-19 pandemic and government measures taken in response thereto; |
• | other factors that may affect our financial condition, liquidity and results of operations; and |
• | the other factors discussed under section “Risk factors” in this annual report on Form 20-F. |
• | IDC MarketScape: Worldwide B2C Digital Commerce Platforms 2020 Vendor Assessment, doc #US45741420, September 2020; |
• | 2021 Gartner ® : Magic Quadrant™ for Digital Commerce report; September 2021; |
• | Insider Intelligence Inc.: Latin America Retail Ecommerce Update; January 2022; and |
• | Capgemini Research Institute (2019): The last-mile delivery challenge: Giving retail and consumer product customers a superior delivery experience without impacting profitability. Capgemini Group. |
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. |
KEY INFORMATION |
A. |
[Reserved] |
B. |
Capitalization and Indebtedness |
C. |
Reasons for the Offer and Use of Proceeds |
D. |
Risk Factors |
• | reductions in our current or potential customers’ spending levels; |
• | competitive factors affecting the software as a service, or SaaS, business software applications market, including the introduction of competing platforms, discount pricing and other strategies that may be implemented by our competitors; |
• | our ability to execute our growth strategy and operating plans; |
• | a decline in our customers’ level of satisfaction with our platform and customers’ usage of our platform; |
• | changes in our relationships with third parties, including our business partners, app developers, theme designers, referral sources and payment processors; |
• | the timeliness and success of our solutions; |
• | the frequency and severity of any system outages; |
• | technological change; |
• | our ability to adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights; |
• | concerns relating to actual or perceived privacy or security breaches; |
• | the continued willingness of the end-consumers of our customers to use the internet for commerce; and |
• | our focus on long-term value over short-term results, through strategic decisions that may not maximize our short-term revenue or profitability if we believe that the decisions are consistent with our mission and will improve our financial performance over the long term. |
• | the effectiveness of our sales force, as we hire and train our new salespeople to sell to mid-market and large enterprise customers; |
• | the discretionary nature of purchasing and budget cycles and decisions; |
• | the obstacles placed by customers’ procurement process; |
• | economic conditions and other factors impacting customers’ budgets, including as a result of the COVID-19 pandemic; |
• | customers’ integration complexity; |
• | customers’ familiarity with SaaS ecommerce solutions; |
• | customers’ evaluation of competing products during the purchasing process; and |
• | evolving customer demands. |
• | the difficulty of managing and staffing international operations and the increased operations, travel, infrastructure and legal compliance costs associated with servicing international customers and operating numerous international locations; |
• | difficulties in managing systems integrators and technology partners; |
• | differing technology standards; |
• | our ability to effectively price our products in competitive international markets; |
• | new and different sources of competition or other changes to our current competitive landscape; |
• | understanding and reconciling different technical standards, data privacy and telecommunications regulations, registration and certification requirements outside of Brazil, which could prevent customers from deploying our products or limit their usage; |
• | our ability to comply with Brazilian Federal Law No. 13,709/2018, as amended (Lei Geral de Proteção de Dados Pessoais), or the LGPD, and laws, regulations and industry standards relating to data privacy, data localization and security enacted in countries and other regions in which we operate or do business; |
• | potentially greater difficulty collecting trade receivable and longer payment cycles; |
• | higher or more variable network service provider fees outside of Brazil; |
• | the need to adapt and localize our products for specific countries; |
• | the need to offer customer support in various languages; |
• | lack of familiarity and burdens and complexity involved with complying with multiple, conflicting and changing foreign laws, standards, regulatory requirements, tariffs, export controls and other barriers; |
• | greater difficulty in enforcing contracts, including our universal terms of service and other agreements; |
• | differing labor regulations, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; |
• | reduced or uncertain protection for intellectual property rights in some countries; |
• | compliance with various anti-bribery and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the Brazilian Federal Law No. 12,846/2013, as amended, or the Brazilian Anticorruption Law, the UK Bribery Act of 2010, the UK Proceeds of Crime Act 2002, and similar laws and regulations in other jurisdictions; |
• | changes in international trade policies, tariffs and other non-tariff barriers, such as quotas and local content rules; |
• | more limited protection for intellectual property rights in some countries; |
• | compliance with (1) tax regulations in the countries in which we operate, including the complexities of foreign value-added tax (or other tax) systems and restrictions on the repatriation of earnings, which may lead to unintended abusive planning, penalties and reputational risk, or being deemed a permanent establishment and (2) payment obligations of tax on digital services in jurisdictions where we do not have legal presence; |
• | currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future; |
• | restrictions on the transfer of funds; |
• | deterioration of political relations between Brazil and other countries; |
• | the impact of natural disasters and public health epidemics such as COVID-19 on employees, contingent workers, partners, travel and the global economy and the ability to operate freely and effectively in a region that may be fully or partially on lockdown; and |
• | political or social unrest or economic instability in a specific country or region in which we operate, which could have an adverse impact on our operations in that location. |
• | use of resources that are needed in other areas of our business; |
• | in the case of an acquisition, implementation or remediation of controls, procedures and policies of the acquired company; |
• | in the case of an acquisition, difficulty integrating the accounting systems and operations of the acquired company, including potential risks to our corporate culture; |
• | in the case of an acquisition, coordination of product, engineering and selling and marketing functions, including difficulties and additional expenses associated with supporting legacy services and products and hosting infrastructure of the acquired company and difficulty converting the customers of the acquired company onto our platform and contract terms, including disparities in the revenues, licensing, support or professional services model of the acquired company; |
• | in the case of an acquisition, retention and integration of employees from the acquired company; |
• | unforeseen costs or liabilities; |
• | adverse effects to our existing business relationships with partners and customers as a result of the acquisition or investment; |
• | the possibility of adverse tax consequences; |
• | litigation or other claims arising in connection with the acquired company or investment; and |
• | in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries. |
• | changes in the valuation of our deferred tax assets and liabilities; |
• | expected timing and amount of release of any tax valuation allowances; |
• | tax effects of stock-based compensation; |
• | costs related to intercompany restructurings; |
• | changes in tax laws, regulations or interpretations thereof; or |
• | future earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated in countries where we have higher statutory tax rates. |
• | growth or downturn of the relevant economy; |
• | interest rates and monetary policies; |
• | exchange rates and currency fluctuations; |
• | inflation; |
• | liquidity of the capital and lending markets; |
• | import and export controls; |
• | exchange controls and restrictions on remittances abroad and payments of dividends; |
• | modifications to laws and regulations according to political, social and economic interests; |
• | fiscal policy and changes in tax laws and related interpretations by tax authorities; |
• | economic, political and social instability, including general strikes and mass demonstrations; |
• | the regulatory framework governing our industry; |
• | labor and social security regulations; |
• | public health, including as a result of epidemics and pandemics, such as the COVID-19 pandemic; |
• | changes in demographics; and |
• | other political, diplomatic, social and economic developments in or affecting Latin America. |
• | technological innovations by us or competitors; |
• | the failure of financial analysts to cover our Class A common shares after our initial public offering or changes in financial estimates by analysts; |
• | actual or anticipated variations in our operating results; |
• | changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our Class A common shares or the shares of our competitors; |
• | announcements by us or our competitors of significant contracts or acquisitions; |
• | future sales of our shares; |
• | investor perceptions of us and the industries in which we operate; and |
• | difficulties experienced by our parent company and/or by any of our associate companies in Brazil, or direct or indirect subsidiaries of our parent company. |
• | actual or forecast fluctuations in revenue or in other operating and financial results; |
• | variations between our actual operating results and the expectations of securities analysts, investors and the financial community; |
• | action by securities analysts who begin or continue to cover us, changes in the financial estimates of any securities analysts who follow our company or our failure to meet these estimates or investors’ expectations; |
• | announcements by us or by our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; |
• | negative media coverage or publicity affecting us or our parent company, whether true or not; |
• | changes in the operating performance and stock market valuations of SaaS ecommerce companies in general, including our competitors; |
• | fluctuations in the price and volume of the stock market in general, including as a result of trends in the economy as a whole; |
• | threats of lawsuits and actions brought against us or decided against us; |
• | developments in the legislation or regulatory action, including interim or final decisions by judicial or regulatory bodies; |
• | changes in accounting standards, policies, guidelines, interpretations or principles; |
• | any significant changes to our board of directors or management; |
• | any security incidents or public reports of security incidents that occur in our platform or in our sector; |
• | statements, comments or opinions from public officials that our product offerings are or may be illegal, regardless of interim or final decisions of judicial or regulatory bodies; and |
• | other events or factors, including those resulting from war, terrorist incidents, natural disasters or responses to such events. |
• | have sufficient knowledge and experience to make a meaningful evaluation of our Class A common shares, the merits and risks of investing in our Class A common shares and the information contained in this annual report; |
• | have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in our Class A common shares and the impact our Class A common shares will have on its overall investment portfolio; |
• | have sufficient financial resources and liquidity to bear all of the risks of an investment in our Class A common shares; |
• | understand thoroughly the terms of our Class A common shares and be familiar with the behavior of any relevant indices and financial markets; and |
• | be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. |
ITEM 4. |
INFORMATION ON THE COMPANY |
A. |
History and Development of the Company |
B. |
Business Overview |
• | Market leadership in Latin America. We are the largest provider of digital commerce technology in Latin America. Our market leadership is driven by the strength and functionality of our platform and our expertise in delivering solutions that accommodate differences across regions, tax jurisdictions, and specific local consumer preferences. We are leveraging our regional expertise to enable our customers to reach global markets. |
• | Highly embedded, deep relationships with enterprises. We have a large, blue-chip customer base across a broad range of end markets, with over 2,400 customers across 38 countries. 81.7% of our ARR is derived from enterprise customers with active online stores, each generating more than US$25 thousand in ARR and with an average ARR per active online store of US$128.6 thousand as of December 31, 2021. Additionally, 81.8% of our enterprise revenues came from customers who have been on the VTEX platform for over one year, for the year ended December 31, 2021. |
• | Strong alignment with our customers’ success. We deliver our platform through a subscription revenue model that includes both fixed and GMV-based variable components. This revenue model strategically aligns us with our customers: we grow as they grow. |
• | Collaborative Commerce provides deep network effects from a powerful ecosystem of partners. We help unlock new revenue streams for our customers through collaborative opportunities with their suppliers and partners, as well as a rich ecosystem of hundreds of integrated solutions, SIs, and payments solutions. Our partners’ solutions are embedded within our platform, allowing our customers to seamlessly execute their commerce vision and strategy, and build valuable networks and effective marketplaces. It also lowers our customer acquisition costs through organic lead generation. |
• | Composable Commerce enables rapid adaptability in a digital world and faster time to market. We provide our customers with a platform that is flexible, fast and easy to scale. We have a low-code development platform with fully extensible API-first business capabilities. Our customers operate on a single, global, continuously deployed, multi-tenant architecture that ensures that they are always using the latest technology. |
• | High-performance culture based on commitment to innovation and execution. A strong passion for success motivates our team, and we embrace cooperation and collaboration to achieve our business goals. Our high-performance culture is driven by a commitment to listening, learning and diversity of perspectives that challenges the status quo. |
• | Grow our customer base |
• | Grow GMV within the existing customer base GMV-based variable components such that the more revenue our customers generate using our platform, the more revenue we generate. We grow with our existing customers in two primary ways: (1) we help our customers grow their GMV from existing online stores; and (2) we enable our customers to expand across regions or across brands by opening additional online stores. |
• | Continuous innovation and expansion |
• | Geographic expansion |
• | Continue to grow and develop our ecosystem point-of-sale, |
• | On-premise on-premise solutions lack the flexibility and adaptability of SaaS solutions. These solutions are challenging, time intensive and expensive to update. Businesses of all sizes often lack the time and resources required to upgrade, patch, and modernize their legacy software to address consumer and technology trends. |
• | Lengthy deployment cycle |
• | Static |
• | Disparate point solutions |
• | Security vulnerabilities |
• | Drives comprehensive digital transformation in-store and distribution networks, integrate and manage multiple sales channels and seamlessly connect multiple fulfillment points. Through our platform, we help our customers build out and test new business models and strategies and incorporate physical and online points of sale in personalized ways. We deliver our solution through a Composable Commerce architecture that comprises a low-code development platform with a customizable and flexible back-end, decoupled storefront and pre-built integrations. Our fully extensible, API-first business capabilities enable customers to rapidly deploy commerce solutions and provide flexibility to build and customize the entire commerce experience at scale. |
• | Collaborates with suppliers and partners |
• | Strengthens the relationship between brands and their consumers |
• | Provides a centralized technology hub 360-degree view of inventory and orders. Our platform enables our customers to manage their ecommerce operations with a seamless, easy-to-use |
• | Provides security, scalability, and reliability built-in developer tooling helps ensure the VTEX platform is prepared to support our customers’ growth. The power of the VTEX platform comes from an auto-scaling, elastic cloud infrastructure that helps brands and retailers respond to market changes and customer demands in real-time. The platform is designed to be highly isolated and secure. We use firewalls, denial of service mitigation appliances, encryption, intrusion detection systems, two-factor authentication and other technology in an effort to keep our platform and customers’ data secure. |
(1) | Comprehensive commerce coverage: |
• | Web pre-built commerce capabilities and apps to compose an enterprise-level, industry-leading web store. |
• | Mobile |
• | Brick-and-mortar |
• | Telesales pre-build orders on behalf of the consumer they are serving. With our social selling extensions, telesales reps can send payment links to customers on their preferred channel to complete their order in an environment with minimal friction. |
• | Marketplace |
• | Live Shopping |
• | Conversational Commerce end-to-end |
• | Social Commerce in-store. This allows physical store customers to use their own mobile phones to scan the QR code generated in-store, so they can access a link to a shopping cart with products so they can complete the purchase, even if they don’t have the right size or color in the brick-and-mortar |
• | Headless possibilities easy-to-use |
(2) | Robust solution ecosystem: best-of-breed, plug-and-play |
• | Content management |
• | Product catalog : Customers can upload thousands |
• | Pricing : Customers have flexibility in setting price rules based on distribution and marketing strategies. Multiple price tables can be created and used to achieve discriminating pricing in multiple business contexts. |
• | Promotion : The VTEX platform offers use-cases for retail and CPG companies, such as “buy together bundles,” “more for less,” “progressive discounts” and “buy one get one free.” The module also allows our customers to create audiences, coupons, and gift cards. |
• | Site editor: With VTEX’s site editor, business users can customize their storefront with a simple GUI and with no coding needs. Changes made |
• | Distributed order management |
• | Orchestrating sellers : Customers can invite, onboard and manage new sellers with our third-party sellers and marketplaces modules. Product catalogs can be shared with sellers and sellers can send and link their offers to the customer. |
• | Managing inventory : Customers can manage and have an integrated view of inventory across fulfillment points, including distribution centers, traditional brick-and-mortar |
• | Shipping strategies : The VTEX platform offers flexibility to develop tailor-made shipping strategies. Our platform allows our customers to set up multiple docks and warehouses where inventory is allocated as needed. In addition, we create and link shipping policies with selected carriers to serve these fulfillment nodes. This shipping strategy flexibility is extremely important to enterprise customers. |
• | Customer relationship management |
• | Customer management : Our solution registers consumer information and allows our customers to include new attributes they believe are relevant for their relationship with consumers. Our customers can also track customer orders and their purchase history and manage relationships and conversations with customers in a simple GUI. |
• | Behavioral emails : The VTEX platform offers behavioral emails according to important shopping triggers, including order placement and cart abandonment. |
• | Ecosystem of apps |
• | We have business partners located in more than 15 countries that design and customize storefronts, develop apps and enable third-party integration for customers on the VTEX platform. Our partners span the following key areas: Payment, Shipping; Fraud & Lending; Marketplace; POS & Omnichannel; Search & Merchandising; and Marketing Automation. |
(3) |
Fulfillment flexibility: |
• | First party fulfillment: . |
• | Ship from store: pick-up orders from stores, in order to deliver to consumers at their shipping addresses. Furthermore, our in-store picking solutions integrate into our OMS helping stores and sales associates to run a smooth and integrated in-store operation. |
• | Pick-up in-store: brick-and-mortar pick-up solutions integrated to our OMS to run frictionless operations. This solution also allows in-store pick-up capabilities, arming sales associates with customer intelligence so they can identify customers and collect their orders. Extensions allow integration with lockers in-store or a predefined address. |
• | Third-party seller/drop-shipping: |
• | Fulfillment integration protocols: |
• | Fulfillment partners: |
• | Payment; |
• | Shipping; |
• | Fraud & lending; |
• | Marketplace; |
• | POS & omnichannel; |
• | Search & Merchandising; and |
• | Marketing automation. |
• | Security: two-factor authentication and other technology in an effort to keep our platform and customers’ data secure. |
• | Scalability: |
• | Reliability: co-located data centers that are fault-tolerant in an effort to ensure that our platform is highly reliable. We employ a highly redundant, horizontally scalable, shared architecture to promote resiliency and high availability. Our platform is built to handle large spikes in traffic that accompany events such as new product releases, holiday shopping seasons and flash sales. Being cloud-native and tightly integrated with Amazon Web Services allows us to leverage Amazon’s global network to enhance performance and reliability. We scale our platform on demand to ensure ample capacity is available for our customers. |
• | VTEX Core Capabilities RESTful APIs |
• | VTEX Admin |
• | VTEX IO: low-code serverless environment for our customers’ technology teams to extend our core components and build new components in an integrated environment with best-in-class |
• | VTEX Data Services |
• | Easy to use yet rigid software |
• | Ability to manage all experiences in one place through a single control panel connecting all sales and fulfillment channels; |
• | Ability to explore new strategies such as marketplace and omnichannel through a set of comprehensive functionalities; |
• | Ability to scale through pre-built integrations and an auto-scalable cloud infrastructure. |
• | Heavy customization which leads to slower evolution on-premise and open-source platforms require a higher initial investment and time-consuming customization and integration periods, which leads to higher developer dependency and increasing total cost of ownership. Once implemented, re-platforming is complex, yet unavoidable as consumers’ demands increase over time. We believe we compete favorably based on the following factors: |
• | Ability to quickly implement new strategies through a set of comprehensive functionalities (commerce, order management and marketplace) and pre-built integrations with channels and partner solutions; |
• | Ability to custom-build capabilities and extend the platform through an open, API-first architecture and a proprietary low-code development platform, the VTEX IO; |
• | Ability to continuously evolve through a multi-tenant, homogeneous platform; |
• | Ability to enter highly complex markets through a platform with proven product-fit in Latin America. |
C. |
Organizational Structure |
(1) | For more details on the subsidiaries, please refer to note 1 to our consolidated financial statements. |
(2) | Based on a statement on Schedule 13G jointly filed on February 14, 2022, by Itacare Corporation and others, the date of the last available Schedule 13G filed by such persons with the SEC. Includes common shares held of record by Itacare Corporation, Imbetiba Fund Inc., Mira Limited, Abrolhos One Limited, Signo Inv. Tech Co Ltd., Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria. Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria specifically disclaims beneficial ownership of shares that are not directly owned by them, respectively. |
(3) | Consists of common shares held by Tiger Global Private Investment Partners XII, L.P. and other entities or persons affiliated with Tiger Global Management, LLC. |
(4) | Consists of common shares held by Data Center Holding II LLC, IT Brazil Group II LLC, RCP II Brazil Holdings LLC and RCP II (Parallel B) Brazil Holdings LLC. |
D. |
Property, Plant and Equipment |
Location |
Square meters (m 2 ) |
Lease Expiration Date |
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Rio de Janeiro, Brazil |
3,099.6 | 05/31/2026 | ||||||
São Paulo, Brazil |
1,183.1 | 11/10/2027 |
ITEM 4A. |
UNRESOLVED STAFF COMMENTS |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
A. |
Operating Results |
Q1 2020 |
Q2 2020 |
Q3 2020 |
Q4 2020 |
Q1 2021 |
Q2 2021 |
Q3 2021 |
Q4 2021 |
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(in millions of U.S. Dollars, unless otherwise indicated) |
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GMV |
952.4 | 1,870.8 | 2,131.7 | 2,533.9 | 2,036.1 | 2,439.3 | 2,284.8 | 2,905.6 | ||||||||||||||||||||||||
GMV Growth FX Neutral (%) |
36.3 | % | 178.0 | % | 190.2 | % | 130.2 | % | 142.3 | % | 25.4 | % | 4.2 | % | 16.1 | % |
For the year ended December 31, |
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2021 |
2020 |
Variation |
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(in millions of US$) |
% |
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Subscription revenue |
118.5 | 93.4 | 26.9 | % | ||||||||
Services revenue |
7.3 | 5.3 | 37.7 | % | ||||||||
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Total revenue |
125.8 |
98.7 |
27.5 | % | ||||||||
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Subscription cost (1) |
(38.4 | ) | (27.8 | ) | 38.1 | % | ||||||
Services cost (1) |
(11.2 | ) | (7.1 | ) | 60.0 | % | ||||||
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Total cost |
(49.6 |
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(34.9 |
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42.1 | % | ||||||
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Gross Profit |
76.2 |
63.8 |
19.4 | % | ||||||||
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Operating Expenses |
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General and administrative (1) |
(31.9 | ) | (14.0 | ) | 127.9 | % | ||||||
Sales and marketing (1) |
(63.5 | ) | (23.8 | ) | 166.8 | % | ||||||
Research and development |
(45.2 | ) | (19.0 | ) | 137.9 | % | ||||||
Other income (losses) (1) |
(1.5 | ) | (0.5 | ) | 220.0 | % | ||||||
Income (loss) from operations |
(65.9 |
) |
6.5 |
n/a |
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Financial result |
(4.6 | ) | (3.1 | ) | 48.4 | % | ||||||
Equity results |
0.6 | 0.1 | 500.0 | % | ||||||||
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Profit (loss) before income taxes |
(70.0 |
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3.5 |
n/a |
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Income tax |
9.5 | (4.3 | ) | (320.9 | )% | |||||||
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|||||||
Net loss for the year |
(60.5 |
) |
(0.8 |
) |
n/a |
|||||||
|
|
|
|
|
|
(1) | Includes stock-based compensation expense allocated as follows: |
For the year ended December 31, |
||||||||
2021 |
2020 |
|||||||
|
|
|
|
|||||
(in millions of US$) |
||||||||
Subscription cost |
(0.7 | ) | (0.1 | ) | ||||
Services cost |
(0.4 | ) | (0.1 | ) | ||||
General and administrative |
(7.1 | ) | (1.0 | ) | ||||
Sales and marketing |
(5.5 | ) | (1.0 | ) | ||||
Research and development |
(5.9 | ) | (1.1 | ) | ||||
|
|
|
|
|||||
Total stock-based compensation |
(19.6 |
) |
(3.3 |
) | ||||
|
|
|
|
For the year ended December 31, |
||||||||||||
2021 |
2020 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$) |
% |
|||||||||||
Subscription revenue |
118.5 | 93.4 | 26.9 | % | ||||||||
Services revenue |
7.3 | 5.3 | 37.7 | % | ||||||||
|
|
|
|
|
|
|||||||
Total revenue |
125.8 |
98.7 |
27.5 |
% | ||||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2021 |
2020 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$) |
% |
|||||||||||
Subscription cost |
(38.4 | ) | (27.8 | ) | 38.1 | % | ||||||
Services cost |
(11.2 | ) | (7.1 | ) | 60.0 | % | ||||||
|
|
|
|
|
|
|||||||
Total costs |
(49.6 |
) |
(34.9 |
) |
42.1 |
% | ||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2021 |
2020 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$, except as otherwise provided) |
% |
|||||||||||
General and administrative |
(31.9 | ) | (14.0 | ) | 127.9 | % | ||||||
Percentage of total revenue |
25.4 | % | 14.1 | % | — | |||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2021 |
2020 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$, except as otherwise provided) |
% |
|||||||||||
Sales and marketing |
(63.5 | ) | (23.8 | ) | 166.8 | % | ||||||
Percentage of total revenue |
50.5 | % | 24.2 | % | — | |||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2021 |
2020 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$, except as otherwise provided) |
% |
|||||||||||
Research and development |
(45.2 | ) | (19.0 | ) | 137.9 | % | ||||||
Percentage of total revenue |
35.9 | % | 19.3 | % | — | |||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2021 |
2020 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$) |
% |
|||||||||||
Finance income |
7.4 | 3.9 | 89.7 | % | ||||||||
Finance expense |
(12.0 | ) | (7.0 | ) | 71.4 | % | ||||||
|
|
|
|
|
|
|||||||
Finance result |
(4.6 | ) | (3.1 | ) | 48.4 | % | ||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2020 |
2019 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$) |
% |
|||||||||||
Subscription revenue |
93.4 | 58.3 | 60.2 | % | ||||||||
Services revenue |
5.3 | 3.0 | 74.8 | % | ||||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2020 |
2019 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$) |
% |
|||||||||||
Total revenue |
98.7 |
61.3 |
60.9 |
% | ||||||||
|
|
|
|
|
|
|||||||
Subscription cost (1) |
(27.8 | ) | (15.8 | ) | 75.5 | % | ||||||
Services cost (1) |
(7.1 | ) | (4.4 | ) | 60.1 | % | ||||||
|
|
|
|
|
|
|||||||
Total cost |
(34.9 |
) |
(20.2 |
) |
72.1 |
% | ||||||
|
|
|
|
|
|
|||||||
Gross Profit |
63.8 |
41.1 |
55.4 |
% | ||||||||
|
|
|
|
|
|
|||||||
Operating Expenses |
||||||||||||
General and administrative (1) |
(14.0 | ) | (10.7 | ) | 30.6 | % | ||||||
Sales and marketing (1) |
(23.8 | ) | (20.2 | ) | 18.2 | % | ||||||
Research and development |
(19.0 | ) | (12.7 | ) | 50.1 | % | ||||||
Other income (losses) (1) |
(0.5 | ) | 0.7 | (169.5 | )% | |||||||
Income (loss) from operations |
6.5 |
(1.8 |
) |
(460.4 |
)% | |||||||
|
|
|
|
|
|
|||||||
Financial result |
(3.1 | ) | (1.9 | ) | 65.5 | % | ||||||
Equity results |
0.1 | — | — | |||||||||
|
|
|
|
|
|
|||||||
Profit (loss) before income taxes |
3.5 |
(3.7 |
) |
(193.8 |
)% | |||||||
|
|
|
|
|
|
|||||||
Income tax |
(4.3 | ) | (0.9 | ) | 385.6 | % | ||||||
|
|
|
|
|
|
|||||||
Net loss for the year |
(0.8 |
) |
(4.6 |
) |
(82.0 |
)% | ||||||
|
|
|
|
|
|
(1) | Includes stock-based compensation expense allocated as follows: |
For the year ended December 31, |
||||||||
2020 |
2019 |
|||||||
|
|
|
|
|||||
(in millions of US$) |
||||||||
Subscription cost |
(0.1 | ) | 0.0 | |||||
Services cost |
(0.1 | ) | (0.1 | ) | ||||
General and administrative |
(1.0 | ) | (0.2 | ) | ||||
Sales and marketing |
(1.0 | ) | (0.2 | ) | ||||
Research and development |
(1.1 | ) | (0.3 | ) | ||||
|
|
|
|
|||||
Total stock-based compensation |
(3.3 | ) | (0.7 | ) | ||||
|
|
|
|
For the year ended December 31, |
||||||||||||
2020 |
2019 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$) |
% |
|||||||||||
Subscription revenue |
93.4 | 58.3 | 60.2 | % | ||||||||
Services revenue |
5.3 | 3.0 | 74.8 | % | ||||||||
|
|
|
|
|
|
|||||||
Total revenue |
98.7 |
61.3 |
60.9 |
% | ||||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2020 |
2019 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$) |
% |
|||||||||||
Subscription cost |
(27.8 | ) | (15.8 | ) | 75.5 | % | ||||||
Services cost |
(7.1 | ) | (4.4 | ) | 60.1 | % | ||||||
|
|
|
|
|
|
|||||||
Total costs |
(34.9 |
) |
(20.2 |
) |
72.1 |
% | ||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2020 |
2019 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$, except as otherwise provided) |
% |
|||||||||||
General and administrative |
(14.0 | ) | (10.7 | ) | 30.6 | % | ||||||
Percentage of total revenue |
14.1 | % | 17.4 | % | — | |||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2020 |
2019 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$, except as otherwise provided) |
% |
|||||||||||
Sales and marketing |
(23.8 | ) | (20.2 | ) | 18.2 | % | ||||||
Percentage of total revenue |
24.2 | % | 32.9 | % | — | |||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2020 |
2019 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$, except as otherwise provided) |
% |
|||||||||||
Research and development |
(19.0 | ) | (12.7 | ) | 50.1 | % | ||||||
Percentage of total revenue |
19.3 | % | 20.7 | % | — | |||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2020 |
2019 |
Variation |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$) |
% |
|||||||||||
Financial income |
3.9 | 1.3 | 202.2 | % | ||||||||
Financial expense |
(7.0 | ) | (3.2 | ) | 120.9 | % | ||||||
|
|
|
|
|
|
|||||||
Financial result |
(3.1 |
) |
(1.9 |
) |
65.5 |
% | ||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
|
|
|
|
|
|
|||||||
(in US$ millions) |
||||||||||||
Net cash provided by (used in) operating activities |
(53.0 |
) |
11.2 |
2.1 |
||||||||
Acquisition of intangibles related to acquisitions |
(0.4 | ) | — | — | ||||||||
Acquisitions of property and equipment |
(1.4 | ) | (1.6 | ) | (1.8 | ) | ||||||
|
|
|
|
|
|
|||||||
Free Cash Flow |
(54.8 |
) |
9.5 |
0.2 |
||||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||||||||||||||
As reported |
On an FX Neutral basis (1) |
|||||||||||||||||||||||
2021 |
2020 |
% variation |
2021 |
2020 |
% variation |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(in US$ millions except as otherwise indicated) |
||||||||||||||||||||||||
Subscription revenue |
118.5 | 93.4 | 26.9 | % | 120.7 | 93.4 | 29.2 | % | ||||||||||||||||
Services revenue |
7.3 | 5.3 | 37.6 | % | 7.4 | 5.3 | 39.4 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total revenue |
125.8 | 98.7 | 27.5 | % | 128.1 | 98.7 | 29.8 | % | ||||||||||||||||
Subscription cost |
(38.4 | ) | (27.8 | ) | 38.1 | % | (38.4 | ) | (27.8 | ) | 38.3 | % | ||||||||||||
Services cost |
(11.2 | ) | (7.1 | ) | 59.0 | % | (11.1 | ) | (7.1 | ) | 56.9 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total cost |
(49.6 | ) | (34.9 | ) | 42.3 | % | (49.5 | ) | (34.9 | ) | 42.0 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit |
76.2 | 63.8 | 19.4 | % | 78.5 | 63.8 | 23.1 | % | ||||||||||||||||
Operating expenses |
(142.1 | ) | (57.3 | ) | 148.0 | % | (141.8 | ) | (57.3 | ) | 147.4 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) from operation |
(65.9 | ) | 6.5 | — | (63.2 | ) | 6.5 | n/a | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
For the year ended December 31, |
||||||||||||||||||||||||
As reported |
On an FX Neutral basis(1) |
|||||||||||||||||||||||
2020 |
2019 |
% variation |
2020 |
2019 |
% variation |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(in US$ millions except as otherwise indicated) |
||||||||||||||||||||||||
Subscription revenue |
93.4 | 58.3 | 60.2 | % | 113.4 | 58.3 | 94.6 | % | ||||||||||||||||
Services revenue |
5.3 | 3.0 | 74.8 | % | 6.4 | 3.0 | 110.2 | % | ||||||||||||||||
Total revenue |
98.7 | 61.3 | 60.9 | % | 119.8 | 61.3 | 95.3 | % | ||||||||||||||||
Subscription cost |
(27.8 | ) | (15.8 | ) | 75.5 | % | (29.7 | ) | (15.8 | ) | 87.2 | % | ||||||||||||
Services cost |
(7.1 | ) | (4.4 | ) | 60.1 | % | (7.9 | ) | (4.4 | ) | 78.5 | % | ||||||||||||
Total cost |
(34.9 | ) | (20.2 | ) | 72.1 | % | (37.5 | ) | (20.2 | ) | 85.3 | % | ||||||||||||
Gross profit |
63.8 | 41.1 | 55.4 | % | 82.3 | 41.1 | 100.3 | % | ||||||||||||||||
Operating expenses |
(57.3 | ) | (42.9 | ) | 33.6 | % | (67.7 | ) | (42.9 | ) | 57.9 | % | ||||||||||||
Income (loss) from operation |
6.5 | (1.8 | ) | n/a | 14.6 | (1.8 | ) | n/a | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | We calculate FX Neutral measures by using the average monthly exchange rates for each month during 2020 or 2019, as the case may be, and applying them to the corresponding months in 2021 or 2020, respectively, so as to calculate what our results would have been had exchange rates remained stable from one financial year to the next. |
B. |
Liquidity and Capital Resources |
For the Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$) |
||||||||||||
Net cash provided by (used in) operating activities |
(53.0 | ) | 11.2 | 2.1 | ||||||||
Net cash provided by (used in) investing activities |
(166.8 | ) | (6.1 | ) | (19.2 | ) | ||||||
Net cash provided by (used in) financing activities |
283.7 | 25.0 | 43.5 | |||||||||
Increase (decrease) in cash and cash equivalents |
63.9 | 30.0 | 26.4 |
• | working capital adjustments which consisted mainly of: (1) an increase of trade receivables in the amount of US$16.7 million for the year ended December 31, 2021, compared to an increase of US$10.1 million for the year ended December 31, 2020; and (2) an increase in deferred revenue in the amount of US$12.3 million for the year ended December 31, 2021, compared to an increase of US$9.6 million for the year ended December 31, 2020; and |
• | (1) an increase in net loss of the year to US$60.5 million for the year ended December 31, 2021, from a net loss of the year of US$0.8 million for the year ended December 31, 2020, primarily due to the expansion of our workforce. |
• | working capital adjustments primarily due to the above-mentioned increase in GMV, which consisted mainly of: (1) an increase in deferred revenue of US$9.6 million for the year ended December 31, 2020, compared to an increase of US$4.7 million for the year ended December 31, 2019; (2) an increase of accounts payable and accrual expenses in the amount of US$8.0 million for the year ended December 31, 2020, compared to an increase of US$3.9 million for the year ended December 31, 2019; and (3) an increase in taxes payable in the amount of US$5.9 million for the year ended December 31, 2020 compared to an increase of US$1.3 million for the year ended December 31, 2019, which was partially offset by an increase of trade receivable in the amount of US$10.1 million for the year ended December 31, 2020, compared to an increase of US$6.7 million for the year ended December 31, 2019; and |
• | a decrease in net loss of the year to US$0.8 million for the year ended December 31, 2020, from a net loss of the year of US$4.6 million for the year ended December 31, 2019, primarily due to an increase in GMV of 95.0% (on a non-FX neutral basis) or 134.9% (on an FX neutral basis), combined with adjustments primarily consisting of an increase in stock-based compensation to US$2.8 million for the year ended December 31, 2020 from US$0.7 million for the year ended December 31, 2019. |
As of December 31, |
||||
2021 |
||||
(in millions of US$) |
||||
BNDES |
0.9 | |||
Itaú |
2.4 | |||
Totvs (1) |
— | |||
|
|
|||
Total |
3.3 |
|||
|
|
|||
Current |
2.1 | |||
|
|
|||
Non-current |
1.2 | |||
|
|
(1) | Principal and interests were paid in January 2021. |
• | 2020: 1.3x; |
• | 2021: 1.2x; and |
• | 2022: 1x. |
C. |
Research and Development, Patents and Licenses, etc. |
D. |
Trend Information |
For the Three Months ended |
||||||||||||||||||||||||||||||||||||
December 31, 2019 |
March 31, 2020 |
June 30, 2020 |
September 30, 2020 |
December 31, 2020 |
March 31, 2021 |
June 30, 2021 |
September 30, 2021 |
December 31, 2021 |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
(in US$ millions) |
||||||||||||||||||||||||||||||||||||
Subscription revenue |
19.1 | 15.4 | 23.9 | 26.3 | 27.7 | 24.7 | 29.7 | 29.6 | 34.5 | |||||||||||||||||||||||||||
Services revenue |
0.9 | 1.2 | 1.3 | 1.3 | 1.4 | 1.3 | 1.2 | 2.2 | 2.6 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total revenue |
20.0 | 16.6 | 25.3 | 27.7 | 29.1 | 25.9 | 30.9 | 31.9 | 37.1 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Subscription cost |
(5.5 | ) | (5.1 | ) | (5.8 | ) | (7.1 | ) | (9.8 | ) | (8.7 | ) | (9.5 | ) | (9.7 | ) | (10.5 | ) | ||||||||||||||||||
Services cost |
(1.5 | ) | (1.7 | ) | (1.7 | ) | (1.7 | ) | (2.0 | ) | (2.1 | ) | (2.8 | ) | (3.1 | ) | (3.3 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total cost |
(7.0 | ) | (6.7 | ) | (7.5 | ) | (8.8 | ) | (11.9 | ) | (10.8 | ) | (12.2 | ) | (12.8 | ) | (13.8 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Gross profit |
13.0 | 9.9 | 17.8 | 18.9 | 17.2 | 15.1 | 18.7 | 19.1 | 23.4 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Operating expenses |
||||||||||||||||||||||||||||||||||||
General and administrative |
(3.5 | ) | (3.1 | ) | (2.4 | ) | (3.3 | ) | (5.1 | ) | (7.2 | ) | (7.8 | ) | (9.9 | ) | (6.9 | ) |
For the Three Months ended |
||||||||||||||||||||||||||||||||||||
December 31, 2019 |
March 31, 2020 |
June 30, 2020 |
September 30, 2020 |
December 31, 2020 |
March 31, 2021 |
June 30, 2021 |
September 30, 2021 |
December 31, 2021 |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
(in US$ millions) |
||||||||||||||||||||||||||||||||||||
Sales and marketing |
(5.2 | ) | (5.7 | ) | (5.4 | ) | (5.3 | ) | (7.5 | ) | (11.0 | ) | (15.7 | ) | (19.3 | ) | (17.5 | ) | ||||||||||||||||||
Research and development |
(4.1 | ) | (4.1 | ) | (3.6 | ) | (4.5 | ) | (6.8 | ) | (8.4 | ) | (10.7 | ) | (14.2 | ) | (11.9 | ) | ||||||||||||||||||
Other income (losses) |
0.1 | (0.0 | ) | (0.3 | ) | (0.3 | ) | 0.1 | (0.4 | ) | (0.9 | ) | 0.0 | (0.2 | ) | |||||||||||||||||||||
Income (loss) from operation |
0.2 | (3.1 | ) | 6.1 | 5.5 | (2.1 | ) | (12.0 | ) | (16.4 | ) | (24.4 | ) | (13.1 | ) | |||||||||||||||||||||
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Financial result |
(1.1 | ) | (2.8 | ) | 1.6 | (0.6 | ) | (1.3 | ) | (1.4 | ) | (1.4 | ) | (0.6 | ) | (1.4 | ) | |||||||||||||||||||
Equity results |
(0.0 | ) | (0.0 | ) | 0.0 | 0.0 | 0.1 | 0.1 | 0.1 | 0.2 | 0.2 | |||||||||||||||||||||||||
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Income (loss) before income tax |
(0.9 | ) | (5.9 | ) | 7.7 | 5.0 | (3.3 | ) | (13.3 | ) | (17.6 | ) | (24.8 | ) | (14.3 | ) | ||||||||||||||||||||
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Income tax |
(0.6 | ) | 0.7 | (2.0 | ) | (2.0 | ) | (0.9 | ) | 0.8 | 2.1 | 2.8 | 3.7 | |||||||||||||||||||||||
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Net loss of the period |
(1.5 | ) | (5.2 | ) | 5.7 | 3.0 | (4.3 | ) | (12.5 | ) | (15.5 | ) | (22.0 | ) | (10.6 | ) | ||||||||||||||||||||
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For the Three Months ended |
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December 31, 2019 |
March 31, 2020 |
June 30, 2020 |
September 30, 2020 |
December 31, 2020 |
March 31, 2021 |
June 30, 2021 |
September 30, 2021 |
December 31, 2021 |
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Total revenue |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||
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Subscription cost |
(27.3 | )% | (30.4 | )% | (23.0 | )% | (25.6 | )% | (33.8 | )% | (33.6 | )% | (30.6 | )% | (30.6 | )% | (28.2 | )% | ||||||||||||||||||
Services cost |
(7.7 | )% | (10.1 | )% | (6.6 | )% | (6.1 | )% | (6.9 | )% | (8.1 | )% | (8.9 | )% | (9.6 | )% | (8.9 | )% | ||||||||||||||||||
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Total cost |
(35.0 | )% | (40.5 | )% | (29.6 | )% | (31.7 | )% | (40.7 | )% | (41.8 | )% | (39.6 | )% | (40.1 | )% | (37.1 | )% | ||||||||||||||||||
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Gross profit |
65.0 | % | 59.5 | % | 70.4 | % | 68.3 | % | 59.3 | % | 58.2 | % | 60.4 | % | 59.9 | % | 62.9 | % | ||||||||||||||||||
Operating expenses |
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General and administrative |
(17.6 | )% | (18.6 | )% | (9.5 | )% | (12.1 | )% | (17.6 | )% | (27.9 | )% | (25.3 | )% | (31.2 | )% | (18.6 | )% | ||||||||||||||||||
Sales and marketing |
(26.0 | )% | (34.5 | )% | (21.2 | )% | (19.0 | )% | (25.7 | )% | (42.6 | )% | (50.9 | )% | (60.7 | )% | (47.0 | )% | ||||||||||||||||||
Research and development |
(20.6 | )% | (24.4 | )% | (14.4 | )% | (16.3 | )% | (23.5 | )% | (32.5 | )% | (34.6 | )% | (44.5 | )% | (32.1 | )% | ||||||||||||||||||
Other income (losses) |
(0.3 | )% | (0.3 | )% | (1.0 | )% | (1.0 | )% | 0.4 | % | (1.7 | )% | (2.8 | )% | 0.0 | % | (0.6 | )% | ||||||||||||||||||
Income (loss) from operation |
1.0 | % | (18.4 | )% | 24.3 | % | 19.9 | % | (7.1 | )% | (46.4 | )% | (53.1 | )% | (76.5 | )% | (35.4 | )% | ||||||||||||||||||
Financial result |
(5.5 | )% | (16.8 | )% | 6.2 | % | (2.1 | )% | (4.6 | )% | (5.2 | )% | (4.4 | )% | (1.8 | )% | (3.7 | )% | ||||||||||||||||||
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Equity results |
0.0 | % | (0.1 | )% | 0.0 | % | 0.1 | % | 0.2 | % | 0.4 | % | 0.5 | % | 0.5 | % | 0.5 | % | ||||||||||||||||||
Income (loss) before income tax |
(4.4 | )% | (35.2 | )% | 30.5 | % | 17.9 | % | (11.5 | )% | (51.3 | )% | (57.0 | )% | (77.7 | )% | (38.6 | )% | ||||||||||||||||||
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Income tax |
(2.9 | )% | 4.0 | % | (8.1 | )% | (7.2 | )% | (3.2 | )% | 3.2 | % | 6.9 | % | 8.8 | % | 10.0 | % | ||||||||||||||||||
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Net loss of the period |
(7.3 | )% | (31.2 | )% | 22.4 | % | 10.8 | % | (14.7 | )% | (48.1 | )% | (50.1 | )% | (68.9 | )% | (28.6 | )% | ||||||||||||||||||
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E. |
Critical Accounting Estimates |
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. |
Directors and Senior Management |
Name |
Age |
Position | ||
Geraldo do Carmo Thomaz Júnior | 45 | Co-Chairman | ||
Mariano Gomide de Faria | 44 | Co-Chairman | ||
Paulo Thiago Passoni | 43 | Board Member | ||
Francisco Alvarez-Demalde | 43 | Board Member | ||
Alejandro Raul Scannapieco | 52 | Independent Board Member | ||
Arshad Matin | 58 | Independent Board Member | ||
Benoit Jean-Claude Marie Fouilland | 57 | Independent Board Member |
Name |
Age |
Position | ||
Geraldo do Carmo Júnior | 45 | Co-Chief Executive Officer | ||
Mariano Gomide de Faria | 44 | Co-Chief Executive Officer | ||
André Spolidoro Ferreira Gomes | 45 | Chief Financial Officer | ||
Amit R. Shah | 48 | Chief Strategy Officer | ||
Astha Malik | 42 | Chief Operating Officer for Growth | ||
Fernanda Weiden | 39 | Chief Technology Officer | ||
Rafael do Amaral Forte | 41 | Brazil Growth Officer | ||
Santiago Naranjo Alvarez | 39 | LatAm Growth Officer | ||
Ricardo Camatta Sodré | 37 | Finance Executive Officer |
B. |
Compensation |
C. |
Board Practices |
D. |
Employees |
E. |
Share Ownership |
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. |
Major Shareholders |
• | each person, or group of affiliated persons, known by us to own beneficially 5% or more of our common shares; |
• | each of our executive officers and directors individually; and |
• | all executive officers and directors as a group. |
Common shares Beneficially Owned |
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Class A |
Class B |
Total Voting Power (2) |
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Shares |
%(1) |
Shares |
%(1) |
% |
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5% Shareholders |
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Geraldo do Carmo Thomaz Júnior (3) |
1,010,000 | 1.3 | % | 35,420,307 | 30.6 | % | 28.7 | % | ||||||||||||
Mariano Gomide de Faria (3) |
1,010,000 | 1.3 | % | 35,420,307 | 30.6 | % | 28.7 | % | ||||||||||||
LA Holdings (Cayman) Ltd. (4) |
19,875,188 | 25.7 | % | 18,559,399 | 16.0 | % | 16.6 | % | ||||||||||||
Riverwood Managed Entities (5) |
— | — | 13,355,046 | 11.5 | % | 10.8 | % | |||||||||||||
Affiliated of Tiger Global (6) |
11,312,217 | 14.7 | % | — | — | 0.9 | % | |||||||||||||
Affiliated of Lone Pine (7) |
5,274,887 | 6.8 | % | — | — | — | ||||||||||||||
GIC Private Limited (8) |
4,413,559 | 5.7 | % | — | — | — | ||||||||||||||
Other Directors and Executive Officers |
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Paulo Thiago Passoni |
— | — | — | — | — | |||||||||||||||
Francisco Alvarez-Demalde |
— | — | — | — | — | |||||||||||||||
Alejandro Raul Scannapieco |
— | — | — | — | — | |||||||||||||||
Arshad Matin |
— | — | — | — | — | |||||||||||||||
Benoit Jean-Claude Marie Fouilland |
— | — | — | — | — | |||||||||||||||
André Spolidoro Ferreira Gomes (9) |
152,500 | 0.2 | % | 1,100,000 | 0.9 | % | 0.9 | % | ||||||||||||
Amit R. Shah (10) |
320,000 | 0.4 | % | — | — | — | ||||||||||||||
Ashta Malik |
— | — | — | — | — | |||||||||||||||
Rafael do Amaral Forte (11) |
— | — | 3,491,249 | 3.0 | % | 2.8 | % | |||||||||||||
Santiago Naranjo Alvarez (12) |
138,724 | 0.2 | % | — | — | — | ||||||||||||||
Ricardo Camatta Sodré (13) |
130,000 | 0.2 | % | — | — | — | ||||||||||||||
Fernanda Weiden |
— | — | — | — | — | |||||||||||||||
All directors and executive officers as a group (12 persons) |
2,761,224 | 3.6 | % | 75,431,863 | 65.1 | % | 61.3 | % |
(1) | Percentage of the specific class of common shares. |
(2) | Percentage of total voting power represents voting power with respect to all of our Class A common shares and Class B common shares, as a single class. Holders of our Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share. For more information about the voting rights of our Class A common shares and Class B common shares, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Share Capital.” |
(3) | Based on a statement on Schedule 13G jointly filed on February 14, 2022, by Itacare Corporation and others, the date of the last available Schedule 13G filed by such persons with the SEC. Includes common shares held of record by Itacare Corporation, Imbetiba Fund Inc., Mira Limited, Abrolhos One Limited, Signo Inv. Tech Co Ltd., Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria. Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria specifically disclaims beneficial ownership of shares that are not directly owned by them, respectively. Further includes 500,000 Class A common shares and 1,000,0000 Class A common shares held by Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria, respectively, subject to options exercisable within 60 days from the date of this annual report. |
(4) | Based on the information provided by LA Holdings. LA Holdings (Cayman) Ltd. is wholly owned by SoftBank Latin America Fund L.P., which in turn, is managed by SBLA Advisers Corp, the registered investment adviser. Paulo Thiago Passoni is a member of management of SBLA. |
(5) | Based on a statement on Schedule 13G jointly filed on February 14, 2022, by Riverwood Capital Partners II (Parallel-B) L.P. and others, the date of the last available Schedule 13G filed by such person with the SEC. Consists of 3,525,731 Class B common shares held by Data Center Holdings II LLC; 3,529,933 Class B common shares held by IT Brazil Group II LLC; 3,529,557 Class B common |
shares held by RCP II Brazil Holdings LLC and 2,769,825 Class B common shares held by RCP II (Parallel B) Brazil Holdings LLC, entities incorporated under the laws of Delaware (together the “Riverwood-Managed Entities”), which are wholly owned by Data Center Holdings II AIV L.P., IT Brazil Group II AIV L.P., RCP II Brazil Holdings AIV L.P., and Riverwood Capital Partners II (Parallel-B) L.P., respectively (together, the “Riverwood-Managed Funds”), which management is controlled by Riverwood Capital II L.P., the general partner of each of the Riverwood-Managed Funds. Riverwood Capital GP II Ltd. is the general partner of Riverwood Capital II L.P. The Riverwood-Managed Funds, Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to have shared voting and dispositive power over shares directly held by the Riverwood-Managed Entities (provided that the powers attributed to Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. are vested to them in their fiduciary capacity). All investment decisions over the shares held by the Riverwood-Managed Entities are made by a majority vote of an investment committee comprised of several members. All voting decisions over the shares held by the Riverwood-Managed Entities are made by a majority vote of Riverwood Capital GP II Ltd.’s eleven shareholders. Francisco Alvarez-Demalde is a member of the investment committee and a shareholder of Riverwood Capital GP II Ltd. He disclaims beneficial ownership with respect to the shares held by the Riverwood-Managed Entities except to the extent of his pecuniary interest therein. No single natural person controls investment or voting decisions with respect to the shares held by the Riverwood-Managed Entities. The business address for each of these entities is c/o Riverwood Capital Management L.P., 70 Willow Road, Suite 100, Menlo Park, California 94025. |
(6) | Based on a statement on Schedule 13G jointly filed on August 2, 2021, by Tiger Global Management LLC and others, the date of the last available Schedule 13G filed by such person with the SEC. Consists of Class A common shares held by Tiger Global Private Investment Partners XII, L.P. and other entities or persons affiliated with Tiger Global Management, LLC (“Tiger Global”). Tiger Global is controlled by Chase Coleman and Scott Shleifer. The business address of each of these entities and the individuals is 9 West 57th Street, 35th Floor, New York, New York 10019. |
(7) | Based on a statement on Schedule 13G/A jointly filed on February 14, 2022, by Lone Pine Capital LLC and others, the date of the last available Schedule 13G filed by such persons with the SEC. Consists of Class A common shares held by Lone Pine Capital LLC and other entities or persons affiliated with Lone Pine Capital LLC. The business address of each of these entities and the individuals is Two Greenwich Plaza, Greenwich, Connecticut 06830. |
(8) | Based on a statement on Schedule 13G jointly filed on February 14, 2022, by GIC Private Limited, the date of the last available Schedule 13G filed by such person with the SEC. Includes 395,523 Class A common shares subject to share voting powers with the Monetary Authority of Singapore. The business address of GIC Private Limited is 168 Robinson Road, #37-01 Capital Tower, Singapore 068912. |
(9) | Mr. Spolidoro, our Chief Financial Officer, beneficially owns Class B common shares in us directly and indirectly through his ownership of all participation interests in Botsmark LLC, an entity incorporated under the laws of Delaware. The business address for Mr. Spolidoro is 125 Kingsway, WC2B 6NH London, United Kingdom. Further includes 137,500 Class A common shares subject to options exercisable within 60 days from the date of this annual report. |
(10) | Mr. Shah, one of our executive officers, beneficially owns Class A common shares in us directly. The business address for Mr. Shah is 125 Kingsway, WC2B 6NH London, United Kingdom. Further includes 268,980 Class A common shares subject to options exercisable within 60 days from the date of this annual report. |
(11) | Mr. Forte, one of our executive officers, beneficially owns Class B common shares in us directly and indirectly through his ownership of all participation interests in RAF7 Ltd., an entity incorporated under the laws of the Commonwealth of The Bahamas. The business address for Mr. Forte is 125 Kingsway, WC2B 6NH London, United Kingdom. |
(12) | Mr. Naranjo Alvarez, one of our executive officers, beneficially owns Class A common shares in us directly. The business address for Naranjo Alvarez is 125 Kingsway, WC2B 6NH London, United Kingdom. Further includes 71,500 Class A common shares subject to options exercisable within 60 days from the date of this annual report. |
(13) | Mr. Camatta Sodré, one of our executive officers, beneficially owns Class A common shares in us directly. The business address for Mr. Camatta Sodré is 125 Kingsway, WC2B 6NH London, United Kingdom. Further includes 50,000 Class A common shares subject to options exercisable within 60 days from the date of this annual report. |
B. |
Related Party Transactions |
C. |
Interests of Experts and Counsel |
ITEM 8. |
FINANCIAL INFORMATION |
A. |
Consolidated Statements and Other Financial Information |
B. |
Significant Changes |
ITEM 9. |
THE OFFER AND LISTING |
A. |
Offer and Listing Details |
B. |
Plan of Distribution |
C. |
Markets |
D. |
Selling Shareholders |
E. |
Dilution |
F. |
Expenses of the Issue |
ITEM 10. |
ADDITIONAL INFORMATION |
A. |
Share Capital |
B. |
Memorandum and Articles of Association |
• | increase our share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe; |
• | consolidate and divide all or any of our share capital into shares of a larger amount than its existing shares; |
• | convert all or any of our paid-up shares into stock and reconvert that stock into paid up shares of any denomination; |
• | subdivide our existing shares or any of them into shares of a smaller amount; provided, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or |
• | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled. |
• | issue shares on terms that they are to be redeemed or are liable to be redeemed; |
• | purchase its own shares (including any redeemable shares); and |
• | make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Act, including out of its own capital. |
• | a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as the board of directors may from time to time require is paid to us in respect thereof; |
• | the instrument of transfer is lodged with us, accompanied by the certificate (if any) for the common shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
• | the instrument of transfer is in respect of only one class of shares; |
• | the instrument of transfer is properly stamped, if required; |
• | the common shares transferred are free of any lien in our favor; and |
• | in the case of a transfer to joint holders, the transfer is not to more than four joint holders. |
• | the names and addresses of the shareholders, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member; |
• | the date on which the name of any person was entered on the register as a member; and |
• | the date on which any person ceased to be a member. |
• | an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies; |
• | an exempted company’s register of shareholders is not open to inspection; |
• | an exempted company does not have to hold an annual general meeting; |
• | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
• | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
• | an exempted company may register as a limited duration company; and |
• | an exempted company may register as a segregated portfolio company. |
• | we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with; |
• | the shareholders have been fairly represented at the meeting in question; |
• | the arrangement is such as a businessman would reasonably approve; and |
• | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.” |
• | a company is acting or proposing to act illegally or beyond the scope of its authority; |
• | the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or |
• | those who control the company are perpetrating a “fraud on the minority.” |
• | Section 303A.01 of the Corporate Governance Rules of the NYSE, which requires that independent directors comprise a majority of a company’s board of directors. As al-lowed by the laws of the Cayman Islands, independent directors do not comprise a majority of our board of directors. |
• | Section 303A.04 of the Corporate Governance Rules of the NYSE, which requires that a company have a nomination committee comprised solely of “independent directors” as defined by NYSE. As allowed by the laws of the Cayman Islands, we do not have a nomination committee, nor do we have any current intention to establish one. |
• | Section 303A.05 of the Corporate Governance Rules of the NYSE, which require that compensation for our executive officers and selection of our director nominees be determined by a majority of independent directors. Although we currently have a compensation committee, we are not required by the laws of the Cayman Island, nor do we intend, to have such committee comply with Section 303A.05 of the Corporate Governance Rules of the NYSE. |
C. |
Material Contracts |
D. |
Exchange Controls |
E. |
Taxation |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust; or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
• | a dealer or broker in securities; |
• | a financial institution; |
• | a regulated investment company; |
• | a real estate investment trust; |
• | an insurance company; |
• | a tax-exempt organization; |
• | a person holding our Class A common shares as part of an integrated or conversion transaction, a constructive sale or a straddle; |
• | a trader in securities that has elected the mark-to-market |
• | a person liable for alternative minimum tax; |
• | a person who owns or is deemed to own 10% or more of all of our outstanding stock (by vote or value); |
• | a partnership or other pass-through entity for U.S. federal income tax purposes; |
• | a person required to accelerate the recognition of any item of gross income with respect to our Class A common shares as a result of such income being recognized on an applicable financial statement; or |
• | a person whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar. |
• | at least 75% of our gross income is passive income, or |
• | at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce, or are held for the production of, passive income |
• | the excess distribution or gain will be allocated ratably over your holding period for the Class A common shares, |
• | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and |
• | the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year for individuals or corporations, as applicable, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
F. |
Dividends and Paying Agents |
G. |
Statement by Experts |
H. |
Documents on Display |
I. |
Subsidiary Information |
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Transaction |
Interest rate risk |
Book Value |
||||
(in millions of US$) |
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Loans and financing |
CDI and TJLP | 3.3 | ||||
Accounts payable on acquisition of subsidiaries |
CDI | 1.5 |
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
A. |
Debt Securities |
B. |
Warrants and Rights |
C. |
Other Securities |
D. |
American Depositary Shares |
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. |
CONTROLS AND PROCEDURES |
A. |
Disclosure Controls and Procedures |
B. |
Management’s Annual Report on Internal Control Over Financial Reporting |
C. |
Attestation Report of the Registered Public Accounting Firm |
D. |
Changes in Internal Control Over Financial Reporting |
ITEM 16. |
RESERVED |
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. |
CODE OF ETHICS |
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
|
|
|
|
|
|
|||||||
(in millions of US$) |
||||||||||||
Audit fees (1) |
0.8 | 0.3 | 0.2 | |||||||||
Audit-related fees |
— | — | — | |||||||||
Tax fees |
— | — | — | |||||||||
All other fees |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total fees |
0.8 | 0.3 | 0.2 | |||||||||
|
|
|
|
|
|
(1) | Audit fees include fees for the audit of our annual consolidated financial statements; review of our interim financial statements; and preparation and issuance of comfort letters in connection with our equity offering. |
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
ITEM 16G. |
CORPORATE GOVERNANCE |
• | Section 303A.01 of the Corporate Governance Rules of the NYSE, which requires that independent directors comprise a majority of a company’s board of directors. As allowed by the laws of the Cayman Islands, independent directors do not comprise a majority of our board of directors. |
• | Section 303A.04 of the Corporate Governance Rules of the NYSE, which requires that a company have a nomination committee comprised solely of “independent directors” as defined by NYSE. As allowed by the laws of the Cayman Islands, we do not have a nomination committee, nor do we have any current intention to establish one. |
• | Section 303A.05 of the Corporate Governance Rules of the NYSE, which require that compensation for our executive officers and selection of our director nominees be determined by a majority of independent directors. Although we currently have a compensation committee, we are not required by the laws of the Cayman Island, nor do we intend, to have such committee comply with Section 303A.05 of the Corporate Governance Rules of the NYSE. |
ITEM 16H. |
MINE SAFETY DISCLOSURE |
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 17. |
FINANCIAL STATEMENTS |
ITEM 18. |
FINANCIAL STATEMENTS |
ITEM 19. |
EXHIBITS |
VTEX | ||||
By: |
/s/ Geraldo do Carmo Thomaz Júnior | |||
Name: |
Geraldo do Carmo Thomaz Júnior | |||
Title: |
Co-Chief Executive Officer | |||
By: |
/s/ Mariano Gomide de Faria | |||
Name: |
Mariano Gomide de Faria | |||
Title: |
Co-Chief Executive Officer | |||
By: |
/s/ André Spolidoro Ferreira Gomes | |||
Name: |
André Spolidoro Ferreira Gomes | |||
Title: |
Chief Financial Officer |
* | Filed herewith. |
# | Portions of this exhibit have been omitted in accordance with the rules of the Securities and Exchange Commission. |
Page |
||||
F-1 |
||||
F-2 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-8 |
||||
F-10 |
Note |
December 31, 2021 |
December 31, 2020 |
||||||||
ASSETS |
||||||||||
Current assets |
||||||||||
Cash and cash equivalents |
5 | |||||||||
Restricted cash |
6 | |||||||||
Marketable securities and short-term investments |
7 | |||||||||
Trade receivables |
8 | |||||||||
Recoverable taxes |
9 | |||||||||
Deferred commissions |
||||||||||
Prepaid expenses |
10 | |||||||||
Derivative financial instruments |
26.1 | |||||||||
Other current assets |
||||||||||
Total current assets |
||||||||||
Non-current assets |
||||||||||
Trade receivables |
8 | |||||||||
Deferred tax assets |
11.1 | |||||||||
Prepaid expenses |
10 | |||||||||
Recoverable taxes |
9 | |||||||||
Deferred commissions |
||||||||||
Other non-current assets |
||||||||||
Right-of-use |
12 | |||||||||
Property and equipment, net |
13 | |||||||||
Intangible assets, net |
14 | |||||||||
Investments in joint venture |
||||||||||
Total non-current assets |
||||||||||
Total assets |
||||||||||
Note |
December 31, 2021 |
December 31, 2020 |
||||||||||
LIABILITIES |
||||||||||||
Current liabilities |
||||||||||||
Accounts payable and accrued expenses |
15 | |||||||||||
Loans and financing |
16 | |||||||||||
Taxes payable |
17 | |||||||||||
Lease liabilities |
12 | |||||||||||
Deferred revenue |
20.2 | |||||||||||
Derivative financial instruments |
26.1 | |||||||||||
Accounts payable from acquisition of subsidiaries |
3.4 | |||||||||||
Other current liabilities |
||||||||||||
|
|
|
|
|||||||||
Total current liabilities |
||||||||||||
|
|
|
|
|||||||||
Non-current liabilities |
||||||||||||
Accounts payable and accrued expenses |
15 | |||||||||||
Loans and financing |
16 | |||||||||||
Taxes payable |
17 | |||||||||||
Lease liabilities |
12 | |||||||||||
Accounts payable from acquisition of subsidiaries |
3.4 | |||||||||||
Deferred revenue |
20.2 | |||||||||||
Deferred tax liabilities |
11.2 | |||||||||||
Other |
||||||||||||
|
|
|
|
|||||||||
Total non-current liabilities |
||||||||||||
|
|
|
|
|||||||||
EQUITY |
19 | |||||||||||
Issued capital |
||||||||||||
Capital reserve |
||||||||||||
Other reserves |
||||||||||||
Accumulated losses |
( |
) | ( |
) | ||||||||
|
|
|
|
|||||||||
Equity attributable to VTEX’s shareholders |
||||||||||||
Non-controlling interests |
||||||||||||
|
|
|
|
|||||||||
Total shareholders’ equity |
||||||||||||
|
|
|
|
|||||||||
Total liabilities and equity |
||||||||||||
|
|
|
|
Note |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
|||||||||||||
Subscription revenue |
||||||||||||||||
Services revenue |
||||||||||||||||
Total revenue |
20.1 | |||||||||||||||
Subscription cost |
( |
) | ( |
) | ( |
) | ||||||||||
Services cost |
( |
) | ( |
) | ( |
) | ||||||||||
Total cost |
21 | ( |
) |
( |
) |
( |
) | |||||||||
Gross profit |
||||||||||||||||
Operating expenses |
21 | |||||||||||||||
General and administrative |
( |
) | ( |
) | ( |
) | ||||||||||
Sales and marketing |
( |
) | ( |
) | ( |
) | ||||||||||
Research and development |
( |
) | ( |
) | ( |
) | ||||||||||
Other (losses) income |
( |
) | ( |
) | ||||||||||||
Income (loss) from operations |
( |
) |
( |
) | ||||||||||||
Financial income |
||||||||||||||||
Financial expense |
( |
) | ( |
) | ( |
) | ||||||||||
Financial result, net |
23 | ( |
) |
( |
) |
( |
) | |||||||||
Equity results |
||||||||||||||||
Income (loss) before income tax |
( |
) |
( |
) | ||||||||||||
Current |
11.3 | ( |
) | ( |
) | ( |
) | |||||||||
Deferred |
11.3 | |||||||||||||||
Total income tax |
( |
) |
( |
) | ||||||||||||
Net loss for the year |
( |
) |
( |
) |
( |
) | ||||||||||
Attributable to controlling shareholders |
( |
) | ( |
) | ( |
) | ||||||||||
Non-controlling interest |
( |
) | ||||||||||||||
Loss per share |
24 | |||||||||||||||
Basic and diluted loss per share |
( |
) | ( |
) | ( |
) |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Net loss for the year |
( |
) | ( |
) | ( |
) | ||||||
Items that are or may be reclassified subsequently to profit or loss: |
||||||||||||
Foreign cumulative conversion adjustment |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Total comprehensive loss for the year |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
Issued capital |
Capital reserve |
Other reserves |
Accumulated losses |
Total equity attributable to VTEX’s shareholders |
Non-controlling interests |
Total shareholders’ equity |
||||||||||||||||||||||
As at January 1, 2019 |
— |
( |
) |
|||||||||||||||||||||||||
Net loss of the year |
— | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
Foreign cumulative conversion adjustment |
— | — | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||
Transactions with owners of the Company |
||||||||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | ||||||||||||||||||||||||
Issue of ordinary shares as consideration for a business combination |
— | — | — | |||||||||||||||||||||||||
Dividends paid |
— | ( |
) | — | ( |
) | ( |
) | — | ( |
) | |||||||||||||||||
Corporate reorganization |
( |
) | — | — | — | — | ||||||||||||||||||||||
Capital contribution |
— | — | — | |||||||||||||||||||||||||
Share-based compensation |
— | — | ( |
) | — | |||||||||||||||||||||||
( |
) |
— |
— |
|||||||||||||||||||||||||
As at December 31, 2019 |
( |
) |
( |
) |
||||||||||||||||||||||||
Net loss for the year |
— | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
Foreign cumulative conversion adjustment |
— | — | — | — | ||||||||||||||||||||||||
Transactions with owners of the Company |
||||||||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | ||||||||||||||||||||||||
Issue of ordinary shares as consideration for a business combination |
— | — | — | — | ||||||||||||||||||||||||
Capital contribution |
— | — | — | — | ||||||||||||||||||||||||
Buyback of shares |
( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||||||
— |
— |
— |
— |
|||||||||||||||||||||||||
At December 31, 2020 |
( |
) |
||||||||||||||||||||||||||
Net loss for the year |
— | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||
Foreign cumulative conversion adjustment |
— | — | — | — | ||||||||||||||||||||||||
Transactions with owners of the Company |
Issued capital |
Capital reserve |
Other reserves |
Accumulated losses |
Total equity attributable to VTEX’s shareholders |
Non-controlling interests |
Total shareholders’ equity |
||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | ||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||||||
Issue of ordinary shares as consideration for a business combination |
— | — | — | — | ||||||||||||||||||||||||
Capital contribution |
— | — | — | — | ||||||||||||||||||||||||
Issuance of common shares in initial public offering |
— | — | — | |||||||||||||||||||||||||
Share issuance costs |
— | ( |
) | — | — | ( |
) | — | ( |
) | ||||||||||||||||||
Buyback of shares |
— | ( |
) | — | — | ( |
) | — | ( |
) | ||||||||||||||||||
Transactions with non-controlling interests |
— | — | — | — | — | |||||||||||||||||||||||
Acquisition of non-controlling interests |
— | — | — | ( |
) | ( |
) | |||||||||||||||||||||
— |
— |
( |
) |
|||||||||||||||||||||||||
At December 31, 2021 |
( |
) |
||||||||||||||||||||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Net loss for the year |
( |
) |
( |
) |
( |
) | ||||||
Adjustments |
||||||||||||
Depreciation and amortization |
||||||||||||
Deferred income tax |
( |
) | ( |
) | ( |
) | ||||||
Loss on disposal of rights of use, property, equipment, and intangible assets |
||||||||||||
Allowance for doubtful accounts |
||||||||||||
Share-based compensation |
||||||||||||
Provision for payroll taxes (share-based compensation) |
||||||||||||
Adjustment of hyperinflation |
||||||||||||
Profit on investments in joint venture |
( |
) | ( |
) | ( |
) | ||||||
Fair value (gain) loss |
( |
) | ( |
) | ||||||||
Other gains (losses), net |
||||||||||||
Working capital adjustments |
||||||||||||
Trade receivables |
( |
) | ( |
) | ( |
) | ||||||
Recoverable taxes |
( |
) | ( |
) | ( |
) | ||||||
Prepaid expenses |
( |
) | ( |
) | ( |
) | ||||||
Other assets |
( |
) | ||||||||||
Accounts payable and accrued expenses |
||||||||||||
Taxes payable |
||||||||||||
Deferred revenue |
||||||||||||
Other liabilities |
( |
) | ( |
) | ( |
) | ||||||
Cash provided by (used in) operating activities |
( |
) |
||||||||||
Income tax paid |
( |
) | ( |
) | ( |
) | ||||||
Net cash provided by (used in) operating activities |
( |
) | ||||||||||
Cash flows from investing activities |
||||||||||||
Purchase of short-term investment |
( |
) | ||||||||||
Redemption of short-term investment |
||||||||||||
Purchase of marketable securities |
( |
) | ( |
) | ||||||||
Redemption of marketable securities |
||||||||||||
Interest received |
||||||||||||
Acquisition of subsidiaries net of cash acquired |
( |
) | ( |
) | ( |
) | ||||||
Acquisitions of property and equipment |
( |
) | ( |
) | ( |
) | ||||||
Acquisitions of intangible assets |
( |
) | ||||||||||
Net cash provided by (used in) investing activities |
( |
) |
( |
) |
( |
) | ||||||
Cash flows from financing activities |
||||||||||||
Dividends paid |
( |
) | ||||||||||
Changes in restricted cash |
( |
) | ||||||||||
Proceeds from the exercise of stock options |
||||||||||||
Net-settlement of share-based payment |
( |
) |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Capital increase |
||||||||||||
Capital increase - proceeds from initial public offering, net of transaction costs |
— | — | ||||||||||
Buyback of shares |
( |
) | ( |
) | ||||||||
Loans obtained |
||||||||||||
Payment of loans and financing |
( |
) | ( |
) | ( |
) | ||||||
Interest paid |
( |
) | ( |
) | ( |
) | ||||||
Principal elements of lease payments |
( |
) | ( |
) | ( |
) | ||||||
Lease interest paid |
( |
) | ( |
) | ( |
) | ||||||
Net cash provided by financing activities |
||||||||||||
Net increase in cash and cash equivalents |
||||||||||||
Cash and cash equivalents, beginning of the year |
||||||||||||
Effect of exchange rate changes |
( |
) | ( |
) | ( |
) | ||||||
Cash and cash equivalents, end of the year |
||||||||||||
Supplemental cash flow information: |
||||||||||||
Lease liabilities arising from obtaining right-of-use |
||||||||||||
Accounts payable related to buyback of shares |
||||||||||||
Issue of ordinary shares as consideration for a business combination |
||||||||||||
Unpaid amount related to acquisition of non-controlling interest |
||||||||||||
Unpaid amount related to business combinations |
||||||||||||
Transactions with non-controlling interests |
1 |
General information |
Company |
Place of business/ country of incorporation |
Relationship |
Principal business activity |
% of Ownership as of December 31, |
||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||
Company |
Place of business/ country of incorporation |
Relationship |
Principal business activity |
% of Ownership as of December 31, |
||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||
|
Services |
|||||||||||||||||
|
Services |
|||||||||||||||||
|
Services |
(i) | In January 2021, the Group acquired the non-controlling interest of VTEX ARG. Refer to note 19.2(d.i) for additional details. |
(ii) | VTEX STORE was liquidated in February 2021. |
(iii) | Dlieve was merged into VTEX Brazil in April 2021. |
(iv) | Ciashop was merged into VTEX Brazil in December 2021. |
(v) | Suiteshare was acquired in April 2021. Refer to note 3.3 for additional details. |
(vi) | UniteU was acquired in 2019 and merged into VTEX USA in 2020. |
(vii) | In May 2021, the Group acquired the non-controlling interest of VTEX MEX. Refer to note 19.2(d.ii) for additional details. |
(viii) | VTEX PER was liquidated in 2020. |
(ix) | VTEX PERU, VTEX ITA, VTEX ROM and VTEX PORT were created in 2021 to fulfill the Group’s operational needs, while EICOM was constituted in 2020 and merged into VTEX UK in 2021. |
1.1 |
Corporate Reorganization - Establishment of VTEX |
(i) | The historical operating results and financial position of VTEX Brazil prior to the restructuring; |
(ii) | The consolidated results of the Group following the restructuring; |
(iii) | The assets and liabilities of VTEX BRA and its then subsidiaries at their historical cost; |
(iv) | The number of ordinary shares issued by VTEX, as a result of the restructuring is reflected retroactively to January 1, 2019, for purposes of calculating earnings per share; |
(v) | VTEX BRA shares were contributed in VTEX by its book value as at September 30, 2019; and |
(vi) | As the remaining equity reserves of VTEX BRA are no longer applicable to VTEX, they were added to the initial capital reserve balance. See note 19.3. |
1.2 |
Initial Public Offering “IPO” |
2 |
Significant accounting policies |
2.1 |
Basis of preparation |
a. |
Compliance with IFRS |
b. |
Historical cost convention |
c. |
New standards, interpretations, and amendments adopted by the Group |
d. |
New standards and interpretations not yet adopted |
2.2 |
Principles of consolidation and equity accounting |
a. |
Subsidiaries |
b. |
Joint arrangements |
2.3 |
Segment reporting |
a. |
Segment revenue by region |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Brazil |
||||||||||||
Latin America – except Brazil |
||||||||||||
Rest of the world |
||||||||||||
|
|
|
|
|
|
|||||||
Total revenue by region |
||||||||||||
|
|
|
|
|
|
b. |
Segment non-current assets by region |
December 31, 2021 |
December 31, 2020 |
|||||||
Brazil |
||||||||
Latin America – except Brazil |
||||||||
Rest of the world (i) |
||||||||
|
|
|
|
|||||
Total non-current assets by region |
||||||||
|
|
|
|
(i) | The increase in the Rest of the world non-current assets refers mainly to Workarea acquisition. For details, refer to note 3.2. |
2.4 |
Foreign currency translation |
(i) |
Functional and presentation currency |
(ii) |
Transactions and balances |
(iii) |
Group companies with a different functional currency |
• | assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; |
• | income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and |
• | all resulting exchange differences are recognized in other comprehensive income. |
2.5 |
Cash and cash equivalents |
2.6 |
Restricted cash |
2.7 |
Marketable securities and short-term investments |
a. |
Marketable securities |
b. |
Short-term investments |
2.8 |
Trade receivables |
2.9 |
Property and equipment |
Class of Property and equipment |
Useful life (years) |
|||
Machinery and equipment | ||||
Computers and peripherals | ||||
Furniture and fixtures | ||||
Leasehold improvements |
2.10 |
Business combinations |
• | fair values of the assets transferred |
• | liabilities incurred to the former owners of the acquired business |
• | equity interests issued by the Group, and |
• | fair values of any liability resulting from a contingent consideration arrangement (“earn out”). |
2.11 |
Intangible assets |
a. |
Goodwill |
b. |
Customer relationship and intellectual property |
c. |
Software |
d. |
Trademark |
2.12 |
Impairment of non-financial assets |
2.13 |
Prepaid expenses |
2.14 |
Loans and financing |
2.15 |
Accounts payable and accrued expenses |
2.16 |
Provisions |
2.17 |
Current and deferred income tax |
2.18 |
Share-based compensation |
2.19 |
Profit-sharing |
2.20 |
Revenue recognition |
a. |
Subscriptions |
• | Take rate is a fixed percentage charged on each customer’s gross merchandise value (GMV). Revenue is recognized in the period in which the transaction with the end consumer occurs. |
• | Voucher revenue is a non-refundable upfront fee paid in exchange for a reduction of the aforementioned take rate during a predetermined period. Revenue is recognized ratably over the contractual period. |
• | Fixed fee is a fixed amount billed on a monthly basis. Revenue is recognized ratably over the contract period. |
• | Rebates represent VTEX’s share from partnerships (such as marketplaces and payment providers) that is calculated as a fixed percentage of the end consumer’s gross merchandise value, or as a fixed fee. Revenue is recognized in the period in which the transaction with the end consumer occurs |
b. |
Services |
2.21 |
Deferred Costs |
2.22 |
Leases |
• | fixed payments (including in-substance fixed payments), less any lease incentives receivable; |
• | variable lease payments that are based on an index or a rate, initially measured using the index or rate as of the commencement date; |
• | amounts expected to be payable by the Group under residual value guarantees; |
• | the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and |
• | payments of penalties for terminating the lease if the lease term reflects the Group exercising that option. |
• | the amount of the initial measurement of a lease liability |
• | any lease payments made at or before the commencement date less any lease incentives received |
• | any initial direct costs and |
• | restoration costs. |
2.23 |
Distribution of dividends |
2.24 |
Earnings per share |
a. |
Basic earnings per share |
• | the profit attributable to owners of the Group, excluding any costs of servicing equity other than ordinary shares |
• | by the weighted average number of ordinary shares outstanding during the financial year and excluding treasury shares if applicable. |
b. |
Diluted earnings per share |
2.25 |
Financial instruments |
a. |
Classification |
• | Measured at fair value through profit or loss; |
• | Measured at amortized cost. |
b. |
Recognition and derecognition |
c. |
Measurement |
2.26 |
IAS 29—Financial reporting in Hyperinflationary Economies |
3 |
Business combinations |
3.1 |
Acquisition of Escuela de Internet |
a. |
Consideration transferred |
Thousands of USD |
||||
Cash and cash equivalents |
||||
Trade receivables |
||||
Prepaid expenses |
||||
Recoverable taxes |
Property and equipment, net |
||||
Intellectual property |
||||
Deferred tax liabilities |
( |
) | ||
Accounts payable |
( |
) | ||
Loans and Financing |
( |
) | ||
Taxes payable |
( |
) | ||
Net identifiable assets acquired |
( |
) | ||
Add: goodwill |
||||
Net assets acquired |
||||
Write-off intangible acquired |
( |
) | ||
Net assets acquired adjusted |
( |
) | ||
Asset |
Valuation Methodology |
Estimated Fair Value in thousands of U.S. dollars |
Estimated useful life in years |
|||||||||
Intellectual property |
Relief from Royalties |
b. |
Purchase consideration cash outflow |
Outflow of cash to acquire subsidiary, net of cash acquired |
In thousands of USD |
|||
Cash consideration |
||||
Less: Balances acquired |
||||
Cash |
||||
Net inflow of cash – investing activities |
||||
3.2 |
Acquisition of WorkArea |
a. |
Consideration transferred |
Thousands of USD |
||||
Amount paid in cash at the acquisition date (i) |
||||
Amount paid in installments in cash |
||||
Amount of earn-out to be paid in cash |
||||
Total consideration |
||||
(i) | US$ |
Thousands of USD |
||||
Cash and cash equivalents |
||||
Trade receivables |
||||
Other current assets |
||||
Property and equipment |
||||
Customer relationship (i) |
||||
Software (i) |
||||
Right-of-use |
||||
Accounts payable |
( |
) | ||
Lease liabilities |
( |
) | ||
Taxes payable |
( |
) | ||
Deferred revenue |
( |
) | ||
Loans and financing (iii) |
( |
) | ||
Other non-current liabilities |
( |
) | ||
Deferred tax liabilities (iv) |
( |
) | ||
Net identifiable assets acquired |
( |
) | ||
Add: goodwill (v) |
||||
Net assets acquired |
||||
(i) | The intangible assets acquired comprises: |
Asset |
Valuation Methodology |
Estimated Fair Value in thousands of U.S. dollars |
Estimated useful life in years |
|||||||||
Customer relationship |
Multi-period excess earnings method |
|||||||||||
Software |
Relief from royalty method |
(ii) | The right-of-use off-market terms. |
(iii) | The amount of US$ |
(iv) | The deferred tax liabilities were calculated over the fair value amount of intangible assets and the fair value of right-of-use. |
(v) | The goodwill is attributable to the workforce and the high profitability of the acquired business. It will not be deductible for tax purposes. |
b. |
Purchase consideration cash outflow |
Outflow of cash to acquire subsidiary, net of cash acquired |
Thousands of USD |
|||
Cash consideration |
||||
Less: Balances acquired |
— | |||
Cash |
( |
) | ||
Net outflow of cash – investing activities |
( |
) | ||
3.3 |
Acquisition of Suiteshare |
a. |
Consideration transferred |
Thousands of US$ |
||||
Amount paid in cash at the acquisition date (i) |
||||
Amount paid in shares |
||||
Amount paid in installments |
||||
Amount of earn-out to be paid in cash (ii) |
||||
Total consideration |
||||
(i) | US$ |
(ii) | According to the sales and purchase agreement (“SPA”), the seller could receive a maximum earn-out of US$ |
Thousands of USD |
||||
Cash and cash equivalents |
||||
Property and equipment |
||||
Client portfolio |
||||
Trademark |
||||
Non-compete clause |
||||
Software |
||||
Accounts payable |
( |
) | ||
Taxes payable |
( |
) | ||
Net identifiable assets acquired |
||||
Add: goodwill |
||||
Net assets acquired |
||||
b. |
Purchase consideration cash outflow |
Outflow of cash to acquire subsidiary, net of cash acquired |
Thousands of US$ |
|||
Cash consideration |
||||
Less: Balances acquired |
— | |||
Cash |
( |
) | ||
|
|
|||
Net outflow of cash – investing activities |
||||
|
|
3.4 |
Accounts payable from acquisition of subsidiaries |
December 31, 2021 |
December 31, 2020 |
|||||||
Fixed installment—cash |
||||||||
Fixed installment—shares |
||||||||
Earn-out—cash |
||||||||
Earn-out—shares |
||||||||
Earn-out—cash or shares |
||||||||
|
|
|
|
|||||
Current |
||||||||
|
|
|
|
|||||
Fixed installment—cash |
||||||||
Earn-out—cash |
||||||||
Earn-out—share |
||||||||
|
|
|
|
|||||
Non-current |
||||||||
Total |
||||||||
|
|
|
|
3.5 |
Payment schedule for acquisitions of subsidiaries |
Date |
Thousands of USD |
|||
2022 | ||||
2023 | ||||
|
|
|
|
|
|
|
|
|
|
3.6 |
Changes in balance payable from acquisition of subsidiaries |
2021 |
2020 |
|||||||
At January 1 |
||||||||
Addition due to acquisition—installments |
||||||||
Addition due to acquisition – earn-out |
||||||||
Payments of principal/finance charges—installments |
( |
) |
( |
) | ||||
Payments of principal/finance charges – earn-out |
( |
) |
( |
) | ||||
Fixed installments adjustment |
||||||||
Earn-out adjustment |
( |
) |
( |
) | ||||
Accrued interest and others |
||||||||
Exchange rate differences |
( |
) |
( |
) | ||||
At December 31 |
4 |
Critical estimates and accounting judgments |
5 |
Cash and cash equivalents |
December 31, 2021 |
December 31, 2020 |
|||||||
Cash and cash bank deposits |
||||||||
Investment funds |
||||||||
Cash and cash equivalents |
||||||||
6 |
Restricted cash |
December 31, 2021 |
December 31, 2020 |
|||||||
Restricted cash (i) |
||||||||
(i) | As of December 31, 2021, the restricted cash includes US$ |
7 |
Marketable securities and short-term investments |
December 31, 2021 |
December 31, 2020 |
|||||||
Marketable securities |
— | |||||||
Short-term investments |
— | |||||||
Marketable securities and short-term investments |
||||||||
2021 |
2020 |
|||||||
At January 1 |
||||||||
Additions |
— | |||||||
Redemption |
( |
) | ( |
) | ||||
Interest received |
( |
) | ( |
) | ||||
Fair value adjustments |
||||||||
At December 31 |
— |
|||||||
2021 |
2020 |
|||||||
At January 1 |
— |
— |
||||||
Additions |
— | |||||||
Redemption |
( |
) | — | |||||
Gains (losses) |
— | |||||||
At December 31 |
— | |||||||
8 |
Trade receivables |
December 31, 2021 |
December 31, 2020 |
|||||||
Trade receivables |
||||||||
Loss allowances |
( |
) | ( |
) | ||||
Current |
||||||||
Non-current |
— |
2021 |
2020 |
|||||||
At January 1 |
( |
) |
( |
) | ||||
Addition, net |
( |
) | ( |
) | ||||
Addition from acquisition of subsidiaries |
( |
) | — | |||||
Write-off |
||||||||
Exchange-rate change |
||||||||
At December 31 |
( |
) | ( |
) | ||||
December 31, 2021 |
December 31, 2020 |
|||||||
Current |
||||||||
Overdue between: |
||||||||
From 1 to 30 days |
||||||||
From 31 to 60 days |
||||||||
From 61 to 90 days |
||||||||
From 91 to 120 days |
||||||||
From 121 to 300 days |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
9 |
Recoverable taxes |
December 31, 2021 |
December 31, 2020 |
|||||||
Recoverable income tax |
||||||||
Other recoverable taxes |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
|||||
Current |
||||||||
Non-current |
10 |
Prepaid expenses |
December 31, 2021 |
December 31, 2020 |
|||||||
Personnel |
||||||||
Suppliers (i) |
||||||||
Other |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
|||||
Current |
||||||||
Non-Current |
(i) |
Refers mainly to advances payment to hosting, software suppliers, and to marketing events that will occur in 2022 postponed due to the COVID outbreak. |
11 |
Current and deferred tax |
December 31, 2021 |
December 31, 2020 |
|||||||
Loss allowances for financial assets |
||||||||
Bonus provision |
||||||||
Lease (i) |
||||||||
Share-based compensation (ii) |
||||||||
Hyperinflationary adjustments |
||||||||
Tax loss (iii) |
||||||||
Others (iv) |
||||||||
|
|
|
|
|||||
Total deferred tax assets |
||||||||
|
|
|
|
(i) |
VTEX takes the approach of considering the lease as a single transaction in which the asset and liability are integrally linked, so differences arising on settlement of the liability and the amortization of the leased asset give rise to a net temporary difference on which deferred tax is recognized. |
(ii) |
The increase in the amounts accounted as deferred tax assets for share-based compensation is justified mainly by the new programs granted in Brazil for RSUs, as disclosed in note 25.1. These amounts are treated as temporary differences until the program is vested. |
(iii) |
Tax losses increase is driven mainly by the current investment position of the Brazilian operations. These amounts are expected to be offset in the foreseeable future. In Brazil, tax losses are not subject to statute of limitation and ought to be used observing the limits established by the local tax legislation. |
(iv) |
Most of the amounts appointed as Others in the deferred tax assets reconciliation correspond to temporary differences arising from operations carried out in Brazil. It refers to provision for sales commission, unrealized exchange variation, adjustments for operations marked to market (MTM), and provision for payment of suppliers. The remainder portion refers to a miscellaneous of items scattered in concepts determined by local tax laws in Argentina, Brazil, Chile, and Colombia. |
Movements |
Loss allowances for financial assets |
Bonus provision |
Lease |
Share-based compensation |
Hyperinflationary adjustments |
Tax Loss |
Other |
Total |
||||||||||||||||||||||||
At January 1, 2020 |
— |
— |
||||||||||||||||||||||||||||||
(Charged)/Credited To profit and loss (i) |
( |
) | ||||||||||||||||||||||||||||||
At December 31, 2020 |
||||||||||||||||||||||||||||||||
(Charged)/Credited To profit and loss (i) |
( |
) | ( |
) | ||||||||||||||||||||||||||||
To equity |
— | — | — | — | — | — | ||||||||||||||||||||||||||
At December 31, 2021 |
||||||||||||||||||||||||||||||||
(i) | The differences between the amounts shown in the table above and the statements of profit or loss correspond to exchange rate variation. |
December 31, 2021 |
December 31, 2020 |
|||||||
Acquisition of subsidiaries |
||||||||
Temporary differences |
||||||||
Others |
— | |||||||
Total deferred tax liabilities |
||||||||
Movements |
Goodwill |
Customer relationship |
Intellectual property |
Others |
Total |
|||||||||||||||
At January 1, 2020 |
— | — | — | |||||||||||||||||
Acquisition of subsidiaries (i) |
— |
Movements |
Goodwill |
Customer relationship |
Intellectual property |
Others |
Total |
|||||||||||||||
To profit and loss |
— | — | — | |||||||||||||||||
At December 31, 2020 |
— |
|||||||||||||||||||
Acquisition of subsidiaries (i) |
— | |||||||||||||||||||
To profit and loss |
( |
) | ( |
) | ( |
) | ||||||||||||||
At December 31, 2021 |
||||||||||||||||||||
(i) | The impact of deferred tax liabilities due to acquisition of subsidiaries increases the goodwill on the acquisition date. |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Current tax |
||||||||||||
Current tax on profits for the year |
( |
) | ( |
) | ( |
) | ||||||
( |
) | ( |
) | ( |
) | |||||||
Deferred income tax |
||||||||||||
Increase in deferred tax |
||||||||||||
Income tax |
( |
) |
( |
) | ||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Profit (Loss) before income tax |
( |
) |
( |
) | ||||||||
Tax at the Brazilian tax rate of |
( |
) | ||||||||||
Tax effect of amounts which are not deductible (taxable) in calculating taxable income: |
||||||||||||
Technological innovation incentive law ( Lei do bem |
— | |||||||||||
Restricted stock units |
— | — | ||||||||||
Equity result |
( |
) | ( |
) | ||||||||
Difference to presumed tax regime |
( |
) | ( |
) | — | |||||||
Stock-option |
( |
) | ( |
) | ( |
) |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Unrecognized deferred tax assets (iii) |
( |
) | ( |
) | ( |
) | ||||||
Tax rate reconciliation (i) |
( |
) | ( |
) | ( |
) | ||||||
Other net differences |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Income tax and social contribution for the year |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|||||||
Effective rate - % |
( |
%) | ( |
%) | % | |||||||
|
|
|
|
|
|
(i) | The tax expense was determined based on the Brazilian corporate income tax (CIT) rate considering that, currently, the Group’s biggest operation is in Brazil. This table reconciles the expected income tax expense, computed by applying the combined Brazilian tax rate of 34%, to the actual income tax expense. The Group’s combined Brazilian tax rate includes the corporate income tax at a non-Brazilian operations were loss making, therefore reducing the consolidated earnings before income tax. |
(ii) | Benefit related to the inclusion of research and development (technological innovation) expenses in the income tax basis for years 2020 as provided for by Law No. 11.196/05 - known as Lei do Bem |
(iii) | Unrecognized deferred tax assets correspond to the tax benefit related to future utilization of net operating losses of certain operations, mainly the United States. In those cases, the deferred tax asset was not recognized due to the lack of expectation of utilization of such net operating losses in the foreseeable future. The balance of the accumulated net operating losses of the Group’s US operations totaled USD |
12 |
Leases |
December 31, 2021 |
December 31, 2020 |
|||||||
Right-of-use |
||||||||
Office buildings |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
December 31, 2021 |
December 31, 2020 |
|||||||
Lease liabilities |
||||||||
Current |
||||||||
Non-current |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
2021 |
2020 |
|||||||
Right-of-use |
||||||||
At January 1 |
||||||||
New lease agreements |
— | |||||||
Lease agreements from acquired subsidiaries (note 3) |
— | |||||||
Remeasurement |
||||||||
Hyperinflation adjustment |
||||||||
Depreciation |
( |
) | ( |
) | ||||
Write off |
( |
) | — | |||||
Exchange rate effect |
( |
) | ( |
) | ||||
|
|
|
|
|||||
At December 31 |
||||||||
|
|
|
|
|||||
Lease liabilities |
||||||||
At January 1 |
||||||||
New lease agreements |
— | |||||||
Lease agreements from acquired subsidiaries (note 3) |
||||||||
Remeasurement |
||||||||
Interest added |
||||||||
Principal elements of lease payment |
( |
) | ( |
) | ||||
Interest payment |
( |
) | ( |
) | ||||
Write off |
( |
) | ||||||
Exchange rate effect |
( |
) | ( |
) | ||||
|
|
|
|
|||||
At December 31 |
||||||||
|
|
|
|
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Depreciation charge of office buildings |
||||||||||||
Interest expense (included in finance cost) |
||||||||||||
Expenses relating to short-term leases |
— | — | ||||||||||
Expense relating to leases of low-value assets that are not shown above as short-term leases |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
13 |
Property and equipment, net |
Leasehold Improvements |
Machinery and equipment |
Furniture and fixture |
Computers and peripherals |
Total |
||||||||||||||||
At December 31,2019 |
||||||||||||||||||||
Acquisitions |
— | |||||||||||||||||||
Acquisitions of subsidiaries (note 3) |
— | — | — | |||||||||||||||||
Adjustment of hyperinflation |
— | — | ||||||||||||||||||
Disposals/write-downs |
— | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
Depreciation |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Exchange rate effect |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
At December 31,2020 |
||||||||||||||||||||
Acquisitions |
||||||||||||||||||||
Acquisitions of subsidiaries (note 3) |
— | — | ||||||||||||||||||
Adjustment of hyperinflation |
— | — | ||||||||||||||||||
Disposals/write-downs |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Depreciation |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Exchange rate effect |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
At December 31, 2021 |
||||||||||||||||||||
14 |
Intangible assets, net |
Software |
Trademark |
Intellectual Property |
Customer relationship |
Goodwill |
Others |
Total |
||||||||||||||||||||||
At December 31, 2019 |
— |
— |
||||||||||||||||||||||||||
Acquisitions of subsidiary (note 3) |
— | — | — | — | ||||||||||||||||||||||||
Disposals/write-downs |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Amortization |
( |
) | — | ( |
) | ( |
) | — | — | ( |
) | |||||||||||||||||
Exchange rate effect |
( |
) | — | ( |
) | ( |
) | ( |
) | — | ( |
) | ||||||||||||||||
At December 31, 2020 |
— |
— |
||||||||||||||||||||||||||
Acquisitions (i) |
— | — | — | — | — | |||||||||||||||||||||||
Acquisitions of subsidiary (note 3) |
— | |||||||||||||||||||||||||||
Amortization |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) | ( |
) | |||||||||||||||
Exchange rate effect |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
At December 31, 2021 |
||||||||||||||||||||||||||||
(i) | On August 04, 2021, the Group signed a share purchase agreement to acquire Guava Desenvolvimento De Software LTDA. - ME (“Guava”), which was merged into VTEX BRA on December 15, 2021. The agreement has the primary purpose of obtaining access to Guava’s key employees for the VTEX design and software teams. The value attributed to the assembled workforce intangible asset should include the value of that workforce’s skills. |
• | Indeva: it is a segregated platform for physical stores which allows clients to automatize and improve their sales process in their stores. It is a segregated platform from other technological offers from the group. |
• | SBM platform: it is a platform for ecommerce which allows clients to create integrated stores to sell their products and manage their sales process with a focus on small and medium businesses. This platform has been managed and operated for a segregated team into the company, with dedicated developers and sales teams. |
• | VTEX platform: it is a platform for ecommerce which allows clients to create integrated stores to sell their products and manage their sales process. This platform is segregated from SBM platform and Indeva and focuses on large businesses and or accounts. This platform has also been managed and operated for a segregated team into the company, with dedicated developers and sales teams. |
• | Average free cash flow to firm over the forecasted period; based on past performance and management’s expectations of market development and current industry trends and including long-term inflation forecasts for each territory. |
• | Average annual growth rate applied over the forecasted period; based on past performance and management’s expectations of market development and current industry trends and including long-term inflation forecasts for each territory. |
• | The discount rate applied to cash flow of |
• | The perpetuity growth rate of |
• | The Group performed its annual impairment test as of December 31, 2021, and 2020, which did not result in the need to recognize impairment losses on the carrying amount of goodwill. |
15 |
Accounts payable and accrued expenses |
December 31, 2021 |
December 31, 2020 |
|||||||
Trade payable |
||||||||
Accounts payable to related parties (note 22.2) |
||||||||
Social charges (i) |
||||||||
Profit sharing |
December 31, 2021 |
December 31, 2020 |
|||||||
Provision for vacation and benefits |
||||||||
Other |
||||||||
Total |
||||||||
Current |
||||||||
Non-current |
(i) | The variation refers mainly to social charges related to restricted stock units (RSUs) which have increased by US$ |
16 |
Loans and financing |
December 31, 2021 |
December 31, 2020 |
|||||||
BNDES (i) |
||||||||
Itaú (ii) |
||||||||
Totvs (iii) |
||||||||
Total |
||||||||
Current |
||||||||
Non-current |
(i) | The Group raised R$ Banco Nacional de Desenvolvimento Econômico e Social |
(ii) | In June 2019, the Group raised € eighty-two US dollars) with Itaú Bank for working capital purposes. On the same date, a swap was contracted to hedge against foreign exchange rate, converting the euro currency risk and financial charges of the loan ( |
(*) | CDI: means the Brazilian interbank deposit ( Certificado de Depósito Interbancário |
(iii) | TOTVS granted a loan to Ciashop before being acquired by the Group to finance the growth, develop its activities, and facilitate the development of its business opportunities. VTEX assumed the role of guarantor of the full amount of the loan instantly when Ciashop was acquired. This loan includes interest at the SELIC rate plus |
16.2 |
Changes in loans and financing |
2021 |
2020 |
|||||||
At January 1 |
||||||||
Loans from acquisition of subsidiaries |
||||||||
Payment of loans (i) |
( |
) | ( |
) | ||||
Interest charged |
||||||||
Interest paid |
( |
) | ( |
) | ||||
Basis adjustment on the fair value hedge (ii) |
||||||||
Exchange rate effect |
( |
) | ( |
) | ||||
At December 31 |
||||||||
(i) | The amount of US$ |
(ii) | In June 2019, the subsidiary VTEX BRA designated the loan in euros with Itaú bank as a fair value hedge. Losses on the financial instrument that are measured at fair value have been recognized as a financial expense. |
17 |
Taxes payable |
December 31, 2021 |
December 31, 2020 |
|||||||
Income tax payable |
||||||||
Other taxes payable |
||||||||
Total |
||||||||
Current |
||||||||
Non-current (i) |
(i) | Balance refers to sales taxes related to the WorkArea acquisition. |
18 |
Contingencies |
December 31, 2021 |
December 31, 2020 |
|||||||
Civil |
||||||||
Labor |
||||||||
Tax |
||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Civil |
||||||||
Labor |
||||||||
Tax |
||||||||
19 |
Shareholders’ equity |
19.1 |
Issued capital |
December 31, 2021 |
December 31, 2020 |
|||||||
Number of ordinary nominative shares |
||||||||
Par value (i) |
||||||||
Total share capital |
||||||||
(i) | In April 2020, the Group’s shareholders approved a capital stock share Split with a |
19.2 |
Capital reserve |
a. |
Issue of ordinary shares as consideration for a business combination |
b. |
Corporate reorganization |
c. |
Capital contribution and buy back of shares |
d. |
Share-based payment |
e. |
Acquisition of non-controlling interests |
Thousands of US$ |
||||
Cash consideration to be paid to former non-controlling shareholders |
( |
) | ||
Carrying value of the additional interest in VTEX ARG |
||||
Difference recognized in capital reserve |
19.3 |
Other reserves |
20 |
Revenue from services provided |
20.1 |
Disaggregation of revenue from contracts with customers |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Subscriptions |
||||||||||||
Tax on subscriptions |
( |
) | ( |
) | ( |
) | ||||||
Revenue from subscriptions |
||||||||||||
Services provided |
||||||||||||
Taxes on services |
( |
) | ( |
) | ( |
) | ||||||
Revenue from services |
||||||||||||
Revenue from subscription and services |
||||||||||||
20.2 |
Contract assets and deferred revenue related to contracts with customers |
December 31, 2021 |
December 31, 2020 |
|||||||
Contract assets relating to subscription |
||||||||
Contract assets relating to services |
||||||||
Loss allowance |
( |
) | ( |
) | ||||
Total contract assets |
||||||||
Current |
||||||||
Non-current |
||||||||
Deferred revenue – subscription |
||||||||
Deferred revenue – services |
||||||||
Total deferred revenue |
||||||||
Current |
||||||||
Non-current |
||||||||
21 |
Costs and expenses |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Personnel (i) |
||||||||||||
IT Outsourcing, software, and hosting expenses (ii) |
||||||||||||
Marketing and events (iii) |
||||||||||||
Outsourced services (iv) |
||||||||||||
Traveling |
||||||||||||
Depreciation and amortization |
||||||||||||
Facilities |
||||||||||||
Expected credit losses |
||||||||||||
Other |
||||||||||||
Total |
||||||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Subscription cost |
||||||||||||
Services cost |
||||||||||||
General and administrative |
||||||||||||
Sales and marketing |
||||||||||||
Research and development |
||||||||||||
Other income (losses) |
( |
) | ||||||||||
Total |
||||||||||||
(i) | This amount refers to personnel compensation (such as wages and benefits) and share-based compensation (refer to note 25 for additional details on share-based compensation). The increase in the personnel costs and expenses is related to the growth of the number of employees and the increase of share-based expenses. The total share-based expense in 2021 was US$ |
(ii) | The increase in IT outsourcing, software, and Hosting expenses refers mainly to hosting and cloud vendors due to the increase of the Group’s operation. |
(iii) | The increase in marketing and events expenses refers mainly to marketing campaigns for the Group’s operation expansion. |
(iv) | The increase in outsourced services is mainly related to the IPO, acquisitions and other consulting expenses. |
22 |
Related party transactions |
22.1 |
Key management personnel compensation |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Total short-term remuneration of key management personnel |
||||||||||||
Share-based compensation |
||||||||||||
Total |
||||||||||||
22.2 |
Balances with related parties |
23 |
Financial result, net |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Interest earned on bank deposits | ||||||||||||
Foreign exchange gains | ||||||||||||
Gains from fair value of derivative financial instruments (i, ii) | ||||||||||||
Marketable securities and short term investments gains | ||||||||||||
Other financial income | ||||||||||||
|
|
|
|
|
|
|||||||
Financial income |
||||||||||||
|
|
|
|
|
|
|||||||
Foreign exchange losses | ( |
) | ( |
) | ( |
) | ||||||
Losses from fair value of derivative financial instruments (i, ii) | ( |
) | ( |
) | ( |
) | ||||||
Interest on loans | ( |
) | ( |
) | ( |
) | ||||||
Interest on lease liabilities | ( |
) | ( |
) | ( |
) | ||||||
Short-term investments losses | ( |
) | ||||||||||
Adjustment of hyperinflation | ( |
) | ( |
) | ( |
) | ||||||
Other financial expenses (iii) | ( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Financial expense |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Financial result, net |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
(i) | Refers to gains and losses on change in the fair value of a hedge item obtained with Itaú Bank as of June 2020 related to a loan between related parties in U.S. dollars (refer to note 26.1). |
(ii) | Refers to gain and losses on change in the fair value of a hedge item obtained with Itaú Bank as of June 2019 related to a loan with Itaú Bank in euros (refer to note 26.1). |
(iii) | Refer mainly to taxes on financial transactions and other financial expenses. |
24 |
Loss per share |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Loss attributable to the stockholders of the Group | ( |
) | ( |
) | ( |
) | ||||||
Weighted average number of outstanding common shares (thousands) | ||||||||||||
|
|
|
|
|
|
|||||||
Basic and diluted earnings loss per share |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
25 |
Share-based compensation |
25.1 |
Share-based compensation: VTEX |
Number of options (thousands) |
Weighted Average Exercise Price |
Remaining Contractual Terms in Years |
Weighted Average Grant Date Fair Value |
|||||||||||||
At December 31, 2019 |
||||||||||||||||
Granted during the year | — | |||||||||||||||
Forfeit during the year | ( |
) | — | |||||||||||||
Migration to RSU | ( |
) | — | |||||||||||||
Exercised during the year (i) | ( |
) | — | |||||||||||||
At December 31, 2020 |
||||||||||||||||
Granted during the year | — | |||||||||||||||
Forfeit during the year | ( |
) | — | |||||||||||||
Exercised during the year (i) | ( |
) | — | |||||||||||||
At December 31, 2021 |
||||||||||||||||
Stock options exercisable as of December 31, 2021 |
||||||||||||||||
(i) | The number of Stock-options withheld for tax purposes was |
• | Strike Price—Average price weighted by the quantity granted; |
• | Target Asset Price – The trading price closest to the granting date of the options or the trading price derived from an independent valuation report; |
• | Risk-Free Interest Rate—US Treasury interest rate, according to the contractual term; |
• | Volatility—According to comparable peer entities listed on the stock exchange. |
• | Target Asset Price— |
• | Risk-Free Interest Rate— |
• | Volatility— |
• | Expected dividend: |
Number of RSUs (thousands) |
Weighted Average Grant Date Fair Value |
|||||||
At December 31, 2019 |
||||||||
RSU granted due to migration |
||||||||
RSU granted (ordinary grants) |
||||||||
Forfeit during the year |
( |
) | ||||||
At December 31, 2020 |
||||||||
RSU granted |
||||||||
Forfeit during the year |
( |
) | ||||||
Settled (i) |
( |
) | ||||||
At December 31, 2021 |
||||||||
(i) | The number of RSUs withheld for tax purposes was |
25.2 |
Share-based compensation: Loja Integrada |
• | Strike Price—Average price weighted by the quantity granted; |
• | Target Asset Price – The trading price closest to the granting date of the options or the trading price derived from an independent valuation report; |
• | Risk-Free Interest Rate—Future CDI, according to the contractual term; |
• | Volatility—According to comparable peer entities listed on the stock exchange. |
• | Target Asset Price— |
• | Risk-free interest rate in Brazilian Reais— |
• | Volatility— |
• | Expected dividend: |
Number of options (thousands) |
Weighted Average Exercise Price |
Remaining Contractual Terms in Years |
Weighted Average Grant Date Fair Value |
|||||||||||||
At December 31, 2020 |
— | |||||||||||||||
Granted during the year | — | |||||||||||||||
Forfeit during the year | — | — | — | — | ||||||||||||
Exercised during the year | — | — | — | — | ||||||||||||
At December 31, 2021 |
||||||||||||||||
Number of RSUs (thousands) |
Weighted Average Grant Date Fair Value |
|||||||
At December 31, 2020 |
||||||||
RSU granted | ||||||||
Forfeit during the year | — | — | ||||||
Settled (i) | ( |
) | ||||||
At December 31, 2021 |
||||||||
(i) | The number of RSUs withheld for tax purposes was |
25.3 |
Amounts recognized in the statement of profit or loss |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Subscription cost |
||||||||||||
Services cost |
||||||||||||
Sales and marketing |
||||||||||||
Research and development |
||||||||||||
General and administrative |
||||||||||||
Total |
26 |
Financial Instruments |
26.1 |
Financial instruments by category |
(i) |
Financial instruments valued at amortized cost |
December 31, 2021 |
December 31, 2020 |
|||||||
Financial assets: |
||||||||
Cash and cash equivalents | ||||||||
Restricted cash | ||||||||
Trade receivables | ||||||||
Total |
||||||||
Financial liabilities |
||||||||
Trade payables | ||||||||
Lease liabilities | ||||||||
Loans and financing | ||||||||
Accounts payable from acquisition of subsidiaries | ||||||||
Total |
||||||||
(ii) |
Financial instruments valued at fair value through profit or loss |
Carrying amount |
||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Financial assets: |
||||||||
Current |
||||||||
Marketable securities and short-term investments |
||||||||
Derivative financial instruments (i) | ||||||||
Total |
||||||||
(i) | VTEX Brazil contracted a SWAP derivative financial instrument raised through Itaú Bank designated as hedge of foreign currency debt, with third parties, with a total notional value of US$ |
Carrying amount |
||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Financial liabilities: |
||||||||
Current |
||||||||
Derivative financial instruments (ii) | ||||||||
Accounts payable from acquisition of subsidiaries (“earn-out”) |
||||||||
(ii) | The Group is hedging the exposure to foreign currency risk related to loans obtained with related parties. VTEX Brazil contracted a Non-Deliverable Forward (“NDF”) derivative financial instrument raised through Itaú Bank designated as hedge of foreign currency debt with a total notional value of US$ |
December 31, 2021 |
December 31, 2020 |
|||||||
Net gain (loss) on derivative financial instruments |
( |
) | ( |
) | ||||
December 31, 2021 |
December 31, 2020 |
|||||||
Net gain(loss) on marketable securities and short-term investments |
||||||||
a. |
Fair Value Hierarchy |
December 31, 2021 |
||||||||||||
Level 1 |
Level 2 |
Level 3 |
||||||||||
Assets |
||||||||||||
Short-term investments | — | — | ||||||||||
Liabilities |
||||||||||||
Derivative financial instruments | — | — | ||||||||||
Accounts payable from acquisition of subsidiary (earn out) |
— | — |
December 31, 2020 |
||||||||||||
Level 1 |
Level 2 |
Level 3 |
||||||||||
Assets |
||||||||||||
Marketable Securities | — | — | ||||||||||
Derivative financial instruments |
— | — | ||||||||||
Liabilities |
||||||||||||
Accounts payable from acquisition of subsidiary (earn-out) |
— | — |
• | Level 1: |
• | Level 2: over-the-counter |
• | Level 3: |
• | the use of quoted market prices or dealer quotes for similar instruments |
• | for interest rate swaps – the present value of the estimated future cash flows based on observable yield curves |
• | for foreign currency forwards - the present value of future cash flows based on the forward exchange rates at the balance sheet date |
At January 1, 2021 |
||||
|
|
|||
Acquisitions of subsidiaries | ||||
Payments of principal/finance charges - earn-out |
( |
) | ||
Earn-out adjustments |
( |
) | ||
Exchange rate effect | ||||
|
|
|||
At December 31, 2021 |
b. |
Fair values of other financial instruments (unrecognized) |
Carrying amount |
Fair value |
|||||||
Financial liabilities: |
||||||||
Loans and financing | ||||||||
|
|
|
|
|||||
|
|
|
|
a. |
Credit risk |
(i) |
Risk Management |
(ii) |
Impairment of financial assets |
• | Trade receivables for provision of consulting services and subscriptions |
(iii) |
Trade receivables and contract assets |
• | Tier 1 – Clients with yearly GMV greater than |
• | Tier 2 – Clients with yearly GMV between |
• | Tier 3 – Clients with yearly GMV below |
• | Other – Clients that do not sell through VTEX platform, such as marketplaces and partners or clients that operate only through business units other than VTEX, such as SMB platform and Indeva. |
Days past due |
||||||||||||||||||||||||||||
As of 31 December, 2021 |
||||||||||||||||||||||||||||
Current |
More than 30 |
More than 60 |
More than 120 |
More than 180 |
More than 270 |
More than 300 |
||||||||||||||||||||||
Tier 1 |
% | % | % | % | % | % | % | |||||||||||||||||||||
Tier 2 |
% | % | % | % | % | % | % | |||||||||||||||||||||
Tier 3 |
% | % | % | % | % | % | % | |||||||||||||||||||||
Others |
% | % | % | % | % | % | % |
Days past due |
||||||||||||||||||||||||||||
As of 31 December, 2020 |
||||||||||||||||||||||||||||
Current |
More than 30 |
More than 60 |
More than 120 |
More than 180 |
More than 270 |
More than 300 |
||||||||||||||||||||||
Tier 1 |
% | % | % | % | % | % | % | |||||||||||||||||||||
Tier 2 |
% | % | % | % | % | % | % | |||||||||||||||||||||
Tier 3 |
% | % | % | % | % | % | % | |||||||||||||||||||||
Others |
% | % | % | % | % | % | % |
b. |
Liquidity risk |
Less than 1 year |
Between 1 and 2 years |
More than 2 years |
||||||||||
December 31, 2021 |
||||||||||||
Non-derivatives |
||||||||||||
Accounts payable | ||||||||||||
Loans and financing | ||||||||||||
Lease liabilities | ||||||||||||
Accounts payable from acquisition of subsidiaries | — | |||||||||||
Other liabilities | — | |||||||||||
Total non-derivatives |
||||||||||||
Derivatives |
||||||||||||
Net settled | — | — | ||||||||||
— |
— |
|||||||||||
Less than 1 year |
Between 1 and 2 years |
More than 2 years |
||||||||||
December 31, 2020 |
||||||||||||
Non-derivatives |
||||||||||||
Accounts payable |
— | — | ||||||||||
Loans and financing |
||||||||||||
Lease liabilities |
||||||||||||
Accounts payable from acquisition of subsidiaries |
||||||||||||
Other current liabilities |
— | — | ||||||||||
Total non-derivatives |
||||||||||||
c. |
Market risk |
(i) |
Foreign Currency risk |
Foreign currency sensitivity analysis |
||||||||||||
-10% |
Actual |
+10% |
||||||||||
Net Revenue |
||||||||||||
Cost and operating expenses |
( |
) | ( |
) | ( |
) | ||||||
Income (loss) from operation |
( |
) |
( |
) |
( |
) | ||||||
Total Shareholders’ Equity |
Exposure at December 31, 2021 |
Risk |
-10% |
+10% |
|||||||||||
Assets |
Brazilian Real /U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2020 – 2021 – |
( |
) | |||||||||
( |
) |
( |
) |
|||||||||||
Assets |
Argentine Peso/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2020 – 2021 – |
( |
) | |||||||||
( |
) |
( |
) |
|||||||||||
Assets |
Mexican Peso/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2020 – 2021 – |
( |
) | |||||||||
( |
) |
( |
) |
|||||||||||
Assets |
British Pounds/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2020 – 2021 – |
( |
) | |||||||||
( |
) | |||||||||||||
Exposure at December 31, 2021 |
Risk |
-10% |
+10% |
|||||||||||
Assets |
Colombian Peso/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2020 – 2021 – |
( |
) | |||||||||
( |
) |
( |
) |
|||||||||||
Assets |
Peruvian sol/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2020 – 2021 – |
( |
) | |||||||||
( |
) |
( |
) |
|||||||||||
Assets |
Euro/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2021 – |
( |
) | |||||||||
( |
) | |||||||||||||
Assets |
Romanian leu/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2021 – |
( |
) | |||||||||
( |
) | |||||||||||||
Assets |
Chilean Peso/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2020 – 2021 – |
( |
) | |||||||||
( |
) | |||||||||||||
Total at December 31, 2021 |
( |
) |
Exposure at December 31, 2020 |
Risk |
-10% |
+10% |
|||||||||||
Assets |
Brazilian Real /U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2019 – |
( |
) | |||||||||
Non-Deliverable Forward (NDF) |
2020 – |
( |
) | |||||||||||
( |
) |
- |
||||||||||||
Assets |
Argentine Peso/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2019 – 2020 – |
( |
) | |||||||||
( |
) |
( |
) |
|||||||||||
Assets |
Mexican Peso/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2019 – 2020 – |
( |
) | |||||||||
( |
) |
( |
) |
|||||||||||
Assets |
British Pounds/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2019 – 2020 – |
( |
) | |||||||||
( |
) | |||||||||||||
Assets |
Colombian Peso/U.S. Dollar | |||||||||||||
Liabilities |
( |
) | (2019 – 2020 – |
( |
) | |||||||||
( |
) |
( |
) |
|||||||||||
Assets |
Chilean Peso/U.S. Dollar | ( |
) | |||||||||||
Liabilities |
( |
) | (2019 – 2020 – |
( |
) | |||||||||
( |
) | |||||||||||||
Total at December 31, 2020 |
( |
) |
( |
) |
||||||||||
(ii) |
Interest rate risk |
Loan and Financing |
Book value |
Interest rate risk |
||||||
BNDES |
(i) | |||||||
Itaú |
5 |
% (ii) | ||||||
Total |
||||||||
Accounts payable on acquisition of subsidiaries |
5 |
% (ii) |
(i) | TJLP: Long term interest rate based on inflation in Brazil. |
(ii) | CDI: Interbank Deposit Certificates. This means the Brazilian interbank deposit ( Certificado de Depósito Interbancário |
December 31, 2021 |
December 31, 2020 |
|||||||
Loans and financing | ||||||||
Lease liabilities | ||||||||
Accounts payable from acquisition of subsidiaries | ||||||||
(-) Cash and cash equivalent | ( |
) | ( |
) | ||||
Net cash/debt |
( |
) |
( |
) | ||||
Total Equity attributable to VTEX’s shareholders | ||||||||
Financial leverage ratio - % |
( |
) |
( |
) |
27 |
COVID-19 Impact |
28 |
Subsequent events |