EX-99.2 4 dlo-ex99_2.htm EX-99.2 EX-99.2

 

Exhibit 99.2

 

 

 

DLocal Limited

Unaudited Consolidated Condensed Interim Financial Statements as of September 30, 2024 and for the nine-month and three-month periods ended September 30, 2024 and 2023

 

 


 

DLocal Limited

Unaudited Consolidated Condensed Interim Statements of Comprehensive Income

For the nine-month and three-month periods ended September 30, 2024 and 2023

(All amounts in thousands of U.S. Dollars except share data or as otherwise indicated)

 

 

 

 

 

Nine months ended

 

Three months ended

 

Notes

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Continuing operations

 

 

 

 

 

 

 

 

 

 

Revenues

 

6

 

541,483

 

462,346

 

185,774

 

163,921

Cost of services

 

6

 

(330,521)

 

(255,206)

 

(107,594)

 

(89,378)

Gross profit

 

 

 

210,962

 

207,140

 

78,180

 

74,543

Technology and development expenses

 

7

 

(18,803)

 

(8,626)

 

(6,930)

 

(3,696)

Sales and marketing expenses

 

8

 

(16,028)

 

(12,410)

 

(6,892)

 

(4,447)

General and administrative expenses

 

8

 

(74,042)

 

(49,926)

 

(22,636)

 

(17,378)

Impairment reversal on financial assets

 

17

 

93

 

2,478

 

(8)

 

2,508

Other operating losses

 

 

 

(3,950)

 

 

(578)

 

Operating profit

 

 

 

98,232

 

138,656

 

41,136

 

51,530

Finance income

 

11

 

54,839

 

70,315

 

7,335

 

44,449

Finance costs

 

11

 

(36,580)

 

(59,917)

 

(17,420)

 

(42,901)

Inflation adjustment

 

11

 

(6,263)

 

(6,497)

 

(1,954)

 

(3,817)

Other results

 

 

 

11,996

 

3,901

 

(12,039)

 

(2,269)

Profit before income tax

 

 

 

110,228

 

142,557

 

29,097

 

49,261

Income tax expense

 

12

 

(19,460)

 

(21,952)

 

(2,286)

 

(8,897)

Profit for the period

 

 

 

90,768

 

120,605

 

26,811

 

40,364

Profit attributable to:

 

 

 

 

 

 

 

 

 

 

Owners of the Group

 

 

 

90,734

 

120,449

 

26,782

 

40,308

 Non-controlling interest

 

 

 

34

 

156

 

29

 

56

Profit for the period

 

 

 

90,768

 

120,605

 

26,811

 

40,364

Earnings per share

 

 

 

 

 

 

 

 

 

 

Basic Earnings per share

 

14

 

0.31

 

0.41

 

0.09

 

0.14

Diluted Earnings per share

 

14

 

0.30

 

0.39

 

0.09

 

0.13

Other comprehensive Income

 

 

 

 

 

 

 

 

 

 

Items that may be reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

Exchange difference on translation on foreign operations

 

 

 

(6,771)

 

1,341

 

(498)

 

(1,822)

Other comprehensive income for the period, net of tax

 

 

 

(6,771)

 

1,341

 

(498)

 

(1,822)

Total comprehensive income for the period

 

 

 

83,997

 

121,946

 

26,313

 

38,542

Total comprehensive income for the period is attributable to:

 

 

 

 

 

 

 

 

 

 

Owners of the Group

 

 

 

83,979

 

121,792

 

26,301

 

38,487

Non-controlling interest

 

 

 

18

 

154

 

12

 

55

Total comprehensive income for the period

 

 

 

83,997

 

121,946

 

26,313

 

38,542

 

The accompanying notes are an integral part of these Unaudited Consolidated Condensed Interim Financial Statements.

 


 

DLocal Limited

Unaudited Consolidated Condensed Interim Statements of Financial Position

As of September 30, 2024 and December 31, 2023

(All amounts in thousands of U.S. Dollars except share data or as otherwise indicated)

 

 

Notes

 

September 30, 2024

 

December 31, 2023

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

15

 

560,532

 

536,160

Financial assets at fair value through profit or loss

 

16

 

112,247

 

102,677

Trade and other receivables

 

17

 

405,917

 

363,374

Derivative financial instruments

 

22

 

591

 

2,040

Other assets

 

18

 

12,235

 

11,782

Total Current Assets

 

 

 

1,091,522

 

1,016,033

Non-Current Assets

 

 

 

 

 

 

Financial assets at fair value through profit or loss

 

16

 

 

1,710

Trade and other receivables

 

17

 

1,787

 

Deferred tax assets

 

 

 

3,277

 

2,217

Property, plant and equipment

 

 

 

3,308

 

2,917

Right-of-use assets

 

 

 

3,939

 

3,689

Intangible assets

 

19

 

61,983

 

57,887

Other assets

 

18

 

5,343

 

Total Non-Current Assets

 

 

 

79,637

 

68,420

TOTAL ASSETS

 

 

 

1,171,159

 

1,084,453

LIABILITIES

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Trade and other payables

 

20

 

669,608

 

602,493

Lease liabilities

 

 

 

1,127

 

626

Tax liabilities

 

21

 

17,525

 

20,800

Derivative financial instruments

 

22

 

4,579

 

948

Financial liabilities

 

23

 

16,775

 

Provisions

 

24

 

278

 

362

Total Current Liabilities

 

 

 

709,892

 

625,229

Non-Current Liabilities

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

1,276

 

753

Lease liabilities

 

 

 

2,985

 

3,331

Total Non-Current Liabilities

 

 

 

4,261

 

4,084

TOTAL LIABILITIES

 

 

 

714,153

 

629,313

EQUITY

 

14

 

 

 

 

Share Capital

 

 

 

570

 

591

Share Premium

 

 

 

182,946

 

173,001

Treasury Shares

 

 

 

(200,980)

 

(99,936)

Capital Reserve

 

 

 

30,564

 

21,575

Other Reserves

 

 

 

(14,749)

 

(9,808)

Retained earnings

 

 

 

458,528

 

369,608

Total Equity Attributable to owners of the Group

 

 

 

456,879

 

455,031

Non-controlling interest

 

 

 

127

 

109

TOTAL EQUITY

 

 

 

457,006

 

455,140

TOTAL LIABILITIES AND EQUITY

 

 

 

1,171,159

 

1,084,453

 

The accompanying notes are an integral part of these Unaudited Consolidated Condensed Interim Financial Statement.

 


 

DLocal Limited

Unaudited Consolidated Condensed Interim Statements of Changes in Equity

For the nine-month period ended September 30, 2024 and 2023

(All amounts in thousands of U.S. Dollars except share data or as otherwise indicated)

 

 

Notes

 

Share
Capital

 

Share
Premium

 

Treasury shares

 

Capital
Reserve

 

Other Reserves

 

Retained
Earnings

 

Total

 

Non-
controlling
interest

 

Total
equity

Balance as of January 1st, 2024

 

 

 

591

 

173,001

 

(99,936)

 

21,575

 

(9,808)

 

369,608

 

455,031

 

109

 

455,140

Comprehensive Income for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

 

 

 

 

 

 

 

 

90,734

 

90,734

 

34

 

90,768

Exchange difference on translation on foreign operations

 

 

 

 

 

 

 

(4,941)

 

(1,814)

 

(6,755)

 

(16)

 

(6,771)

Total Comprehensive Income for the period

 

 

 

 

 

 

 

(4,941)

 

88,920

 

83,979

 

18

 

83,997

Transactions with Group owners in their capacity as owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-options exercise

 

14

 

2

 

9,945

 

 

(8,452)

 

 

 

1,495

 

 

1,495

Share-based payments net of forfeitures

 

9

 

 

 

 

17,441

 

 

 

17,441

 

 

17,441

Repurchase of shares

 

14

 

(23)

 

 

(101,044)

 

 

 

 

(101,067)

 

 

(101,067)

Transactions with Group owners in their capacity as owners

 

 

 

(21)

 

9,945

 

(101,044)

 

8,989

 

 

 

(82,131)

 

 

(82,131)

Balance as of September 30, 2024

 

 

 

570

 

182,946

 

(200,980)

 

30,564

 

(14,749)

 

458,528

 

456,879

 

127

 

457,006

Balance as of January 1st, 2023

 

 

 

592

 

166,328

 

(2,021)

 

16,185

 

(1,448)

 

219,993

 

399,629

 

(9)

 

399,620

Comprehensive Income for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

 

 

 

 

 

 

 

 

120,449

 

120,449

 

156

 

120,605

Exchange difference on translation on foreign operations

 

 

 

 

 

 

 

(379)

 

1,722

 

1,343

 

(2)

 

1,341

Total Comprehensive Income for the period

 

 

 

 

 

 

 

(379)

 

122,171

 

121,792

 

154

 

121,946

Transactions with Group owners in their capacity as owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-options exercise

 

14

 

 

2,158

 

 

(2,005)

 

 

 

153

 

 

153

Forfeitures

 

14

 

 

 

 

 

 

 

 

 

Share-based payments

 

9

 

 

 

 

7,072

 

 

 

7,072

 

 

7,072

Repurchase of shares

 

 

 

(14)

 

 

(97,915)

 

 

 

 

(97,929)

 

 

(97,929)

Transactions with Group owners in their capacity as owners

 

 

 

(14)

 

2,158

 

(97,915)

 

5,067

 

 

 

(90,704)

 

 

(90,704)

Balance as of September 30, 2023

 

 

 

578

 

168,486

 

(99,936)

 

21,252

 

(1,827)

 

342,164

 

430,717

 

145

 

430,862

 

The accompanying notes are an integral part of these Unaudited Consolidated Condensed Interim Financial Statements.

 


 

DLocal Limited

Unaudited Consolidated Condensed Interim Statements of Cash Flows

For the nine-month periods ended September 30, 2024 and 2023

(All amounts in thousands of U.S. Dollars except share data or as otherwise indicated)

 

 

 

 

 

Nine months ended

 

Notes

 

September 30, 2024

 

September 30, 2023

Cash flows from operating activities

 

 

 

 

 

 

Profit before income tax

 

 

 

110,228

 

142,557

Adjustments:

 

 

 

 

 

 

Interest (Income) from financial instruments

 

11

 

(21,345)

 

(42,429)

Interest charges for lease liabilities

 

11

 

131

 

468

Other finance expense

 

 

 

3,020

 

3,120

Finance expense related to derivative financial instruments

 

 

 

20,089

 

22,516

Net exchange differences

 

 

 

18,873

 

32,520

Fair value gain on financial assets at fair value through profit or loss

 

11

 

(33,494)

 

(27,886)

Amortization of Intangible assets

 

10

 

11,147

 

7,565

Depreciation of Property, plant and equipment and Right-of-use asset

 

10

 

1,142

 

1,056

Disposal of Right-of-use asset

 

10

 

90

 

Share-based payment expense, net of forfeitures

 

9

 

17,441

 

7,072

Other operating loss

 

 

 

3,950

 

Net Impairment (gain) on financial assets

 

17

 

(93)

 

(2,478)

Inflation adjustment

 

 

 

(11,359)

 

 

 

 

119,820

 

144,081

Changes in working capital

 

 

 

 

 

 

Increase in Trade and other receivables

 

17

 

(53,159)

 

(72,092)

Decrease in Other assets

 

18

 

1,299

 

31,749

Increase in Trade and other payables

 

20

 

63,743

 

141,965

Increase/(Decrease) in Tax Liabilities

 

21

 

651

 

(4,376)

Decrease in Provisions

 

24

 

(84)

 

(836)

Cash from operating activities

 

 

 

132,271

 

240,491

Income tax paid

 

 

 

(23,923)

 

(8,479)

Net cash from operating activities

 

 

 

108,347

 

232,012

Cash flows from investing activities

 

 

 

 

 

 

Acquisitions of Property, plant and equipment

 

 

 

(1,278)

 

(986)

Additions of Intangible assets

 

19

 

(15,243)

 

(12,503)

Acquisition of financial assets at FVPL

 

 

 

(106,616)

 

(101,670)

Net collections of financial assets at FVPL

 

 

 

108,097

 

(2,234)

Interest collected from financial instruments

 

 

 

21,345

 

42,429

Net cash from/(used) in investing activities

 

 

 

6,305

 

(74,964)

Cash flows from financing activities

 

 

 

 

 

 

Repurchase of shares

 

14

 

(101,067)

 

(97,929)

Share-options exercise

 

 

 

1,495

 

153

Interest payments on lease liability

 

 

 

(131)

 

(468)

Principal payments on lease liability

 

 

 

(440)

 

(788)

Finance expense paid related to derivative financial instruments

 

 

 

(15,009)

 

(20,803)

Net proceeds from financial liabilities

 

23

 

16,775

 

Interest payments on financial liabilities

 

23

 

(648)

 

Other finance expense paid

 

 

 

(1,123)

 

(3,120)

Net cash used in financing activities

 

 

 

(100,148)

 

(122,955)

Net increase in cash flow

 

 

 

14,505

 

34,093

Cash and cash equivalents at the beginning of the period

 

 

 

536,160

 

468,092

Effects of exchange rate changes and inflation on cash and cash equivalents

 

 

 

9,868

 

(4,020)

Cash and cash equivalents at the end of the period

 

 

 

560,532

 

498,165

 

The accompanying notes are an integral part of these Unaudited Consolidated Condensed Interim Financial Statements.

 


 

DLocal Limited

Notes to Unaudited Consolidated Condensed Interim Financial Statements

At September 30, 2024

(All amounts in thousands of U.S. Dollars except share data or as otherwise indicated)

 

 

1. General information and Significant Events during the period

 

1.1. General information

 

DLocal Limited (“dLocal” or the “Company”) was established on October 5, 2016 as a limited liability holding company in Malta (together with its subsidiaries as the “Group”.) On April 14, 2021 the Group was reorganized under dLocal and domiciled and incorporated in the Cayman Islands. The Company holds a controlling financial interest in the Group.

 

The Group processes payment transactions, enabling merchants located in developed economies (mainly United States, Europe and China) to receive payments (“pay-ins”) from customers in emerging markets and to facilitate payments (“pay-outs”) to customers in emerging markets. As of the date these Unaudited Consolidated Condensed Interim Financial Statements were issued, the Group continued to focus on its geographic expansion, increasing the total number of in-network countries.

 

The Group processes local payments in emerging markets through its network of acquirers and payments processors. Through its partnership with financial institutions, the Group expatriates/repatriates funds to/from developed economies where the merchant customers elect settlement in their preferred currency (mainly U.S. Dollar and Euro). These unaudited consolidated condensed interim financial statements include dLocal’s subsidiaries.

The Group is licensed and regulated in the EU as an Electronic Money Issuer, or EMI, and Payment Institution, or PI, and registered as a Money Service Business with the Financial Crimes Enforcement Network of the U.S. Department of the Treasury, or FinCEN, and operates and may be licensed, as applicable, in many countries in emerging markets, primarily in the Americas, Asia and Africa.

In addition, the Group is regulated under multiple laws focused on preventing money laundering, corruption, and the financing of terrorism, and remains fully compliant with the Fifth Anti-Money Laundering Directive (Directive (EU) 2018/843, “MLD5”). The regulatory framework governing these areas is dynamic, frequently evolving to address emerging risks and regulatory priorities. As part of this evolution, the EU has recently passed the Sixth Anti-Money Laundering Directive (Directive (EU) 2024/1640, “MLD6”), which sets out further requirements to strengthen transparency, reinforce financial intelligence capabilities, and enhance beneficial ownership regulations. MLD6 will soon be transposed into national laws across EU member states, adding additional compliance obligations for the Group and requiring ongoing adaptation to new regulatory standards.

 

1.2. Significant events during the period


a)
Class action lawsuits

 

 


 

On February 23 and February 28, 2023, respectively, we were named, along with several of our senior executives and/or directors, as defendants in certain putative class action lawsuits filed in the Supreme Court of the State of New York, New York County, asserting claims under Sections 11, 12, and 15 of the Securities Act of 1933, based in significant part on the short-seller report. These matters, Zappia et al. v. DLocal Limited et al., Index No. 151778/2023 (Sup. Ct. N.Y. Cty.), and Hunt et al. v. DLocal Limited et al., Index No. 651058/2023 (Sup. Ct. N.Y. Cty.), or the Zappia and Hunt Actions, allege, among other things, that the registration statement for our June 2021 initial public offering reflected certain material misstatements or omissions.

On March 3, 2023, plaintiffs in the two actions filed a stipulation and proposed order consolidating the cases and appointing putative lead counsel. The parties also agreed to a schedule for plaintiffs’ filing of an amended complaint and a subsequent briefing schedule for a motion to dismiss the amended complaint.

 

On May 12, 2023, plaintiffs in the Zappia and Hunt Actions jointly filed a consolidated amended complaint. On July 11, 2023, we filed a motion to dismiss the complaint. Plaintiffs filed their opposition brief on August 15, 2023, and we filed a reply in further support of our motion to dismiss on September 22, 2023. Our motion to dismiss is now fully briefed, and, on February 29, 2024, the court presided over oral argument on the motion. The court has not yet issued a decision on the motion, and no other proceedings are currently ongoing or scheduled.

 

We have also been named, along with several of our senior executives and/or directors, in a putative class action lawsuit filed in the U.S. District Court for the Eastern District of New York, asserting claims under Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as Rule 10b-5 promulgated thereunder. This lawsuit, captioned Laurenzi v. dLocal Ltd., et al., 1:23-cv-07501 (E.D.N.Y.) (Laurenzi Action), was initiated on October 6, 2023. On January 4, 2024, the Court appointed a Lead Plaintiff. On March 18, 2024, Lead Plaintiff filed an amended class action complaint. The amended complaint alleges misstatements and omissions in the registration statement for our June 2021 initial public offering and in various public filings and press releases during the period of June 2, 2021 through June 5, 2023. Pursuant to a schedule agreed upon with Lead Plaintiff’s counsel, we filed on April 30, 2024, a letter, as required by court rules, requesting a pre-motion conference regarding an anticipated motion to dismiss the Laurenzi Action in full. Lead Plaintiff responded to that letter on May 14, 2024. On June 10, 2024, the court held the requested preliminary conference and set a schedule for briefing on our motion to dismiss. We served our opening brief on August 9, 2024, Lead Plaintiff served an opposition on October 11, 2024 ,and we served our reply on November 8, 2024. The court has not yet indicated whether it will hear oral argument on our motion, and no other proceedings are currently ongoing or scheduled.

Due to the preliminary posture of the above-described lawsuits as of the date of issuance of these unaudited consolidated condensed interim financial statements, the Management and its legal advisors are unable to evaluate the likelihood of an adverse outcome or estimate a range of potential losses and no provision for contingencies have been recorded for the aforementioned matters. DLocal Limited intends to defend itself vigorously in these actions. As of the date of issuance of the Company’s unaudited interim financial statements there were no further updates in this regard.

 

Developments in Argentina
 

Argentina is subject to extensive foreign exchange regulations which were revised as recently as December 2023. We and our legal advisors consider our activities to be carried out in compliance with applicable laws and regulations, including compliance with foreign exchange market and tax regulations. As of the date of this unaudited interim report, no provision for contingencies has been recorded for the aforementioned matters.


 

 

 

 


 

2. Presentation and preparation of the Consolidated Condensed Interim Financial Statements and significant accounting policies

 

2.1. Basis of preparation of consolidated condensed interim financial information

 

These Unaudited Consolidated Condensed Interim Financial Statements for the nine months ended September 30, 2024 have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” as issued by the International Accounting Standard Board.

 

These Unaudited Consolidated Condensed Interim Financial Statements do not include all the notes of the type normally included in an annual consolidated financial statement. Accordingly, this report should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2023 (the “Annual Financial Statements”).

 

The accounting policies and critical accounting estimates and judgments adopted, except for those explicitly indicated on these Unaudited Consolidated Condensed Interim Financial Statements, are consistent with those of the previous financial year and corresponding interim reporting period.

 

All amounts are presented in thousands of U.S. Dollars except share data or as otherwise indicated.

 

These Unaudited Consolidated Condensed Interim Financial Statements for the nine months ended September 30, 2024 were authorized for issuance by the dLocal’s Board of Directors on November 12, 2024.

 

2.2. Changes in accounting policies adopted by the Group

 

Treasury shares

 

As of June 30, 2024, the Group has adopted a voluntary change in the accounting policy regarding the classification of treasury shares to better reflect the Group’s equity structure. Previously, treasury shares were recognized under the share premium in the equity. As part of the new policy, and in connection with the repurchase of shares mentioned in note 14 c, the Group has decided to classify treasury shares separately in the equity position.

 

Treasury shares are recorded at cost, which includes the purchase price and any directly attributable costs of acquisition. The cost of treasury shares is presented as a deduction from equity, specifically within the “Treasury Shares” reserve. No gain or loss is recognized in the income statement on the purchase, sale, issue, or cancellation of the company’s own equity instruments.

 

2.3. New accounting pronouncements

 

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2023. The Company evaluated and, when necessary, applied for the first time the new standards and interpretations issued or modified by the IASB as demonstrated in the item 2.4, and did not identify any significant impacts thereof on the disclosure or reported amounts.

 

2.4. Impact of IFRS Accounting Standards issued but not yet applied by the Group

 

The following new standards, amendments to standards and interpretation of IFRS issued by the IASB were not adopted since they are not effective for the issuance of the interim condensed consolidated financial statements. The Company is assessing the impact of the standards and plans to adopt these new standards, amendments, and interpretation, if applicable, when they become effective.

 

IAS 21 - The effects of changes in Foreign Exchange Rates (effective on January 1, 2025)

In August 2023, the IASB amended IAS 21 to help entities to determine whether a currency is exchangeable into another currency, and which spot exchange rate to use when it is not. These new requirements will apply for annual

 


 

reporting periods beginning on or after 1 January 2025. The Company is assessing the impact of adoption of this amendment.

 

IFRS 18 - Presentation and disclosure in financial statements (effective on January 1, 2027)

On 9 April 2024, the IASB issued a new standard IFRS 18, the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

 

• the structure of the statement of profit or loss;

• required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and

• enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

 

IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit or loss’.

 

IFRS 18 will apply for reporting periods beginning on or after 1 January 2027 and also applies to comparative information.

 

IFRS 9 – Financial Instruments and IFRS 07 Financial Instruments: Disclosure (effective on January 1, 2026)

 

On 30 May 2024, the IASB issued target amendments to IFRS 9 and IFRS 7. The amendments intend to:

 

• Clarify the period of recognition and derecognition of some financial assets and liabilities, with new exception for some financial liabilities settled through electronic cash transfer;

• Provides further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;

• New disclosures for certain instruments with contractual terms that can change cash flows and equity instruments designated at FVTOCI.

 

IFRS 19 - Subsidiaries without Public Accountability: Disclosures (effective on January 1, 2027)

 

On 9 May 2024, the IASB has issued a new IFRS Accounting Standard for subsidiaries.

 

An eligible subsidiary applies the requirements in other IFRS Accounting Standards except for the disclosure requirements and instead applies the reduced disclosure requirements in IFRS 19. IFRS 19’s reduced disclosure requirements balance the information needs of the users of eligible subsidiaries’ financial statements with cost savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries.

 


 

3. Accounting estimates and judgments

 

Accounting estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

The accounting estimates and judgments adopted in these Unaudited Consolidated Condensed Interim Financial Statements are consistent with those of the previous financial year and the corresponding interim reporting period.

 


 

4. Consolidation of subsidiaries

 

DLocal Limited, located in Cayman Islands, is the parent company of the Group and acts as a holding company for subsidiaries whose main activity is cross-border and local payments, enabling international merchants to access end customers in emerging markets. Its revenue comes from dividends receivable from subsidiaries and share of profit from subsidiary partnership.

There were no changes since December 31, 2023 in the accounting practices adopted for consolidation of the Company’s direct and indirect interests in its subsidiaries for the purposes of these unaudited interim condensed consolidated financial statements. The following entities were incorporated or acquired by the Group during the nine-month period ended September 30, 2024.

 

 

 

 

 

 

 

% of equity interest held by Dlocal

Entity name

 

Country of incorporation

 

Principal activities

 

September 30, 2024

Shanghai Demerge Consulting Co. Ltd

 

China

 

Service provider

 

100%

Olmerix S.A.

 

Uruguay

 

Finance entity

 

100%

Dlocal Nicaragua S.A.

 

Nicaragua

 

Collection entity

 

100%

Dlocal Malaysia Sdn. Bhd.

 

Malaysia

 

Collection entity

 

100%

CRI Demerge Costa Rica SRL

 

Costa Rica

 

Collection entity

 

100%

Demerge Singapore PTE Ltd

 

Singapore

 

Collection entity

 

100%

 

The Group has determined that the acquisition or incorporation of these subsidiaries during 2024 do not constitute a business combination according to IFRS 3.

 


 

5. Segment reporting

 

The Group operates as a single operating segment, “payment processing”. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”) who is the Group’s Executive Team represented by executive officers and directors holders of ordinary shares of the immediate parent of the Company. The Group has determined that its Executive Team is the chief operating decision maker as they determine the allocation of resources and assess performance.

The Executive Team evaluates the Group’s financial information and resources, and assesses the financial performance of these resources based on consolidated Revenue, Adjusted EBITDA and Adjusted EBITDA margin as further described below.

 

Adjusted EBITDA and Adjusted EBITDA Margin

 

The Executive Team assesses the financial performance of the Group’s sole segment by Revenues, Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA is defined as the consolidated profit from operations before financing and taxation for the applicable reporting period before depreciation of PP&E, amortization of right-of-use assets and intangible assets. It also excludes adjustments applied to subsidiaries operating hyperinflationary environments, other operating losses, impairment gain/loss on financial assets, other non-recurring costs and share-based payment non-cash charges. The Group defines Adjusted EBITDA Margin as the Adjusted EBITDA divided by Revenue.

The Group reconciles the segment’s performance measure to profit for the period as presented in the Consolidated Condensed Interim Statements of Comprehensive Income as follows:

 

 

 

 

Nine months ended

 

Three months ended

 

Note

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Profit for the period (i)

 

 

90,768

 

120,605

 

26,811

 

40,364

Income tax expense

 

12

19,460

 

21,952

 

2,286

 

8,897

Inflation adjustment

 

11

6,263

 

6,497

 

1,954

 

3,817

Finance income

 

11

(54,839)

 

(70,315)

 

(7,335)

 

(44,449)

Finance costs

 

11

36,580

 

59,917

 

17,420

 

42,901

Depreciation and amortization

 

10

12,289

 

8,621

 

4,438

 

3,237

Other operating (gain) / loss

 

 

3,950

 

 

578

 

Impairment loss / (gain) on financial assets

 

16

(93)

 

(2,478)

 

8

 

(2,508)

Other non-recurring costs (ii)

 

8

 

1,229

 

 

Share-based payment non-cash charges, net of forfeitures

 

9

17,441

 

7,072

 

6,204

 

3,322

Adjusted EBITDA

 

 

131,819

 

153,100

 

52,364

 

55,581

 

 

 

 

 

 

 

 

 

 

Revenues

 

6

541,483

 

462,346

 

185,774

 

163,921

Adjusted EBITDA

 

 

131,819

 

153,100

 

52,364

 

55,581

Adjusted EBITDA Margin

 

 

24.3%

 

33.1%

 

28.2%

 

33.9%

 

i) Includes a net gain related to the effective portion of the change in the spot rate of the hedged foreign currency risk. For further information refer to Note 22 Derivative financial instruments.

ii) For nine-month period ended September 30, 2023 other non-recurring costs related to an internal review of the allegations made by a short-seller report and class action expense, which includes fees from independent counsel, independent global expert services and forensic accounting advisory firm.

 

 

 

 

 

 

 


 

 

The Group’s revenue, results and assets for this one reportable segment can be determined by reference to the Unaudited Consolidated Condensed Statement of Comprehensive Income and Unaudited Consolidated Condensed Statement of Financial Position.

 

As required by IFRS 8 Operating Segments, below are presented applicable entity-wide disclosures related to dLocal’s revenues.

 

Revenue breakdown by region and country

 

The Group’s revenues arise from operations in many countries, where the merchants´ customers are based.

 

The following table presents the Group’s revenue by region and country where the payments from/to the merchant customers in certain regions represented at least 10% of Total Revenues amounted on the three-month and nine-month periods September 30, 2024 and 2023.

 

 

 

Nine months ended

Three months ended

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

 

LatAm

 

409,328

 

361,159

 

145,220

 

136,044

 

Brazil

 

118,269

 

108,754

 

32,936

 

44,724

 

Mexico

 

108,798

 

81,254

 

38,927

 

30,245

 

Argentina

 

60,336

 

64,588

 

26,032

 

23,856

 

Chile

 

37,666

 

40,815

 

13,014

 

12,430

 

Other countries

 

84,259

 

65,748

 

34,310

 

24,789

 

Asia and Africa

 

132,155

 

101,187

 

40,554

 

27,877

 

Egypt

 

72,596

 

18,269

 

18,564

 

10,145

 

Nigeria

 

10,392

 

55,614

 

2,071

 

8,321

 

Other countries

 

49,167

 

27,304

 

19,919

 

9,411

 

Revenues

 

541,483

 

462,346

 

185,774

 

163,921

 

 

 


 

Revenue with large customers

 

For the nine months ended September 30, 2024, the Group’s revenue from its top 10 merchants represented 62% of revenue (58% of revenue for the nine months ended September 30, 2023). For the nine months ended September 30, 2024 there are two customers (one customer for the nine months ended September 30, 2023) that on an individual level accounted for more than 10% of the total revenue.

 

Non current assets by country

 

 

The Company does not have any non-current assets located in the entity´s country of domicile.

Material non-current assets are the Intangible Assets described in Note 19: Intangible Assets.

 


 

6. Revenues and Cost of Services

 

(a) Revenue and Gross profit description

 

dLocal derives revenue from processing payments for international merchants to enable them to operate in selected emerging markets.

 

The breakdown of revenue from contracts with customers per type of service is as follows:

 

 

 

Nine months ended

 

Three months ended

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Transaction revenues (i)

 

537,147

 

453,856

 

183,252

 

159,651

Other revenues (ii)

 

4,336

 

8,490

 

2,522

 

4,270

Revenues from payment processing

 

541,483

 

462,346

 

185,774

 

163,921

Cost of services

 

(330,521)

 

(255,206)

 

(107,594)

 

(89,378)

Gross profit

 

210,962

 

207,140

 

78,180

 

74,543

 

(i)
Transaction revenues are comprised of processing, foreign exchange, installment, chargebacks, refunds, and other transactional fees. These fees are recognized as revenue at a point in time when a payment transaction, or its reversal in the case of chargebacks and refunds, has been processed.
(ii)
Other revenues are mainly comprised of minor fees, such as smart defense, issuing, minimum monthly and small transfer fees.

 

 

(b) Revenue recognized at a point in time and over time

 

Transaction revenues are recognized at a point in time when the payment transaction, or its reversal in the case of chargeback and refunds, is processed. Other revenues are recognized as revenue at a point in time when the respective performance obligation is satisfied. The Group did not recognize revenues over time for the nine months ended September 30, 2024 and 2023.

 

 


 

(c) Cost of services

 

Cost of services are composed of the following:

 

 

 

Nine months ended

 

Three months ended

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Processing costs (i)

 

313,294

 

243,297

 

101,554

 

85,048

Hosting expenses (ii)

 

5,518

 

4,382

 

1,733

 

1,361

Salaries and wages (iii)

 

2,135

 

1,542

 

798

 

603

Amortization of intangible assets (iv)

 

9,574

 

5,985

 

3,509

 

2,366

Cost of services

 

330,521

 

255,206

 

107,594

 

89,378

 

 

(i)
Include fees financial institutions (e.g., banks, local acquirers or payment methods) charge the Group, typically as percentage of the transaction value, but in certain cases, as a fixed fee in the case of pay-outs in relation to payment processing, cash advances, and installment payments. Such fees vary by financial institution and typically depend on the settlement period contracted with such institution, the payment method used and the type of product (e.g., pay-in or a pay-out). These fees also include conversion and expatriation or repatriation costs charged by banks and brokers and the corresponding hedging results. For further details related to effect of hedging results see Note 22. Derivative financial instruments.
(ii)
Expenses related to hosting services for the Group’s payment platform.
(iii)
Consist of salaries and wages of the operations department directly involved in the day-to-day operations. For further detail refer to Note 9: Employee Benefits.
(iv)
Amortization of intangible assets corresponds to the amortization of the internally generated software (i.e., dLocal’s payment platform) by the Group. For further detail refer to Note 19: Intangible Assets.

 


 

7. Technology and development expenses

 

Technology and development expenses are composed of the following:

 

 

 

Nine months ended

 

Three months ended

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Salaries and wages (i)

 

8,872

 

4,067

 

3,586

 

1,836

Software licenses (ii)

 

4,658

 

2,208

 

1,316

 

874

Infrastructure expenses (iii)

 

3,679

 

1,749

 

1,244

 

764

Information and technology security expenses (iv)

 

163

 

234

 

78

 

104

Other technology expenses

 

1,431

 

368

 

706

 

118

Total Technology and development expenses

 

18,803

 

8,626

 

6,930

 

3,696

 

 

(i)
Consist primarily of FTEs compensation related to technology related roles, excluding the capitalized salaries and wages related to internally generated software. For further detail on total salaries and wages refer to Note 9: Employee Benefits.
(ii)
Consist of software licenses used by the technology development department for the development and maintenance of the platform.
(iii)
Corresponds to information technology costs to support our infrastructure and back-office operations.
(iv)
Comprises expenses of overall monitoring and security of our network and platform.

 


 

8. Sales and marketing expenses and General and administrative expenses

 

Sales and marketing expenses and General and administrative expenses are composed of the following:

 

 

 

Nine months ended

 

Three months ended

Sales and marketing expenses

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Salaries and wages (i)

 

13,467

 

9,549

 

6,223

 

3,580

Marketing expenses (ii)

 

2,561

 

2,861

 

669

 

867

Total Sales and marketing expenses

 

16,028

 

12,410

 

6,892

 

4,447

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Salaries and wages (i)

 

41,649

 

24,461

 

12,299

 

8,934

Third-party services (iii)

 

15,894

 

13,640

 

4,552

 

4,618

Office expenses

 

1,886

 

3,033

 

574

 

1,093

Travel and other operating expenses

 

11,898

 

6,156

 

4,282

 

1,862

Amortization and depreciation

 

2,715

 

2,636

 

929

 

871

Total General and administrative expenses

 

74,042

 

49,926

 

22,636

 

17,378

 

(i)
Salaries and wages related to Full Time Equivalents (“FTE”) engaged in the Sales, Marketing and General and Administrative departments of the Group. For further detail on total salaries and wages refer to Note 9: Employee Benefits.
(ii)
Expenses related to trade marketing at events, the distribution and production of marketing and advertising campaigns mostly related to public relations expenses, commissions to third-party sales force and partners, and online performance marketing.
(iii)
Includes Advisors’ fees, Legal fees, Auditors’ fees and Human resources’ fees.

 

 


 

9. Employee Benefits

 

Employee benefits is composed as follows:

 

 

 

Nine months ended

 

Three months ended

Salaries, wages and contractor fees (i)

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Salaries, wages and contractor fees (i)

 

62,812

 

44,888

 

22,037

 

15,827

Share-based payments (ii)

 

17,441

 

7,072

 

6,204

 

3,322

Total employee benefits

 

80,253

 

51,960

 

28,241

 

19,149

 

(i)
Salaries, wages and contractor fees include social security costs as well as annual bonuses compensations. This line also includes USD 5,335 for the three months ended September 30, 2024 and USD 14,130 for the nine months ended September 30, 2024 (USD 4,196 for the three months ended September 30, 2023 and 12,341 for the nine months ended September 30, 2023) related to capitalized salaries and wages.
(ii)
The share-based payments relate to equity-settled compensation expenses, net of forfeitures if any. For further information refer to Note 13: Share-based payments.

 


 

10. Amortization and Depreciation

 

Amortization and depreciation expenses are composed of the following:

 

 

 

Nine months ended

 

Three months ended

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Amortization of intangible assets

 

11,147

 

7,565

 

4,033

 

2,897

Amortization of Right-of-use asset

 

255

 

430

 

85

 

121

Depreciation of Property, plant & equipment

 

887

 

626

 

320

 

219

Total Amortization and Depreciation

 

12,289

 

8,621

 

4,438

 

3,237

 

For further information related to amortization of intangible assets refer to Note 19: Intangible Assets.

 


 

11. Other Results

 

Other results is composed of the following categories:
 

 

Nine months ended

 

Three months ended

 

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Interest Income from Financial Instruments (i)

 

21,345

 

42,429

 

7,430

 

20,217

Fair value gains of financial assets at FVPL (i)

 

33,494

 

27,886

 

(95)

 

24,232

Finance income

 

54,839

 

70,315

 

7,335

 

44,449

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

Three months ended

 

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Finance expense related to derivative financial instruments (ii)

 

(15,009)

 

(22,485)

 

(3,970)

 

(10,848)

Other finance expenses (iii)

 

(21,440)

 

(36,964)

 

(13,406)

 

(31,680)

Interest charges for lease liabilities (iv)

 

(131)

 

(468)

 

(44)

 

(373)

Finance costs

 

(36,580)

 

(59,917)

 

(17,420)

 

(42,901)

Inflation adjustment (v)

 

(6,263)

 

(6,497)

 

(1,954)

 

(3,817)

Other results

 

11,996

 

3,901

 

(12,039)

 

(2,269)

(i)
Includes financial income and gains resulting from the remeasurement of short-term liquid financial instruments and financial assets measured at fair value through profit and loss.
(ii)
Represents the rate implicit in derivative financial instruments not designated as hedging instruments. The Group elected to separate the spot element from the forward element of the derivative foreign exchange instruments and designated as a hedging instrument the changes in the fair value of the spot element. Changes in the fair value of the hedging portion of the derivative contract are recognized within Costs of Services while changes in the fair value of the non-designated portion; i.e. the forward element, are presented within Finance Costs. For further information refer to Note 22 Derivative financial instruments.
(iii)
Represents net effects of foreign exchange results in subsidiaries and in an intra-group loan denominated in US Dollars between subsidiaries located in Argentina and Malta, the fair value adjustments of other financial assets measured at FVTP and borrowing costs.
(iv)
Finance costs associated with lease liabilities resulting from the application of IFRS 16 Leases.
(v)
As required by IAS 29, the financial statements of the Group’s Argentina subsidiaries were restated to reflect the purchasing power of the hyperinflationary currency. Therefore, a loss on net monetary position was recognized during the nine-month periods ended September 30, 2024 and 2023

 


 

12. Income Tax

 

Income tax expense is recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year. The estimated average income tax rate used for the nine months ended September 30, 2024 is 17.7%, compared to 15.4% for the nine months ended September 30, 2023. The effective income tax rate increase is explained by an increase in the results of subsidiaries located in countries where the income tax rate is higher.

 

The income tax charge recognized in profit and losses is the following:

 

 

 

Nine months ended

 

Three months ended

Current Income Tax

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Current Income Tax on profits for the period

 

(19,997)

 

(15,194)

 

(4,673)

 

(3,876)

Total Current Income Tax expense

 

(19,997)

 

(15,194)

 

(4,673)

 

(3,876)

 

 

 

 

 

 

 

 

 

Deferred Income Tax

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Increase in deferred income tax assets

 

1,060

 

952

 

1,364

 

505

(Increase)/Decrease in deferred income tax liabilities

 

(523)

 

(7,710)

 

1,023

 

(5,526)

Total Deferred Income Tax (expense)

 

537

 

(6,758)

 

2,387

 

(5,021)

Income Tax expense

 

(19,460)

 

(21,952)

 

(2,286)

 

(8,897)

 

 


 

13. Share-based payments

 

 

During the nine months ended September 30, 2024, the Group granted new share options and restricted share units under the Amended and Restated 2020 Global Share Incentive Plan to executives and employees in return for their services, which represented changes in the composition of share options outstanding at the end of the period.

 

Set out below are summaries of restricted share units and share options granted under the plan:

 

 

September 30, 2024

 

December 31, 2023

 

Average

 

 

 

Average

 

 

 

exercise price

 

Number of

 

exercise price

 

Number of

 

(U.S. Dollars)

 

options and RSUs

 

(U.S. Dollars)

 

options and RSUs

At the beginning of the period

 

6.86

 

6,962,302

 

8.30

 

3,534,561

Granted during the period

 

3.57

 

997,273

 

5.53

 

4,340,239

Exercised during the period

 

0.23

 

(767,904)

 

2.25

 

(663,897)

Cancelled during the period

 

 

(4,158)

 

 

Forfeited during the period

 

9.05

 

(538,013)

 

14.06

 

(248,601)

At the end of the period

 

6.93

 

6,649,500

 

6.86

 

6,962,302

Vested and exercisable at the end of the period

 

9.11

 

1,339,374

 

7.03

 

704,006

 

No options expired during the periods covered by the above table.

 

As of September 30, 2024, the Group has 222,500 Performance Share Units (“PSUs”), 3,329,923 Restricted Stock Units (RSUs), and 3,097,077 Stock Options outstanding.

 

For the nine months period ended September 30, 2024, total compensation expense of the plans was USD 17,441 (September 30, 2023 - USD 7,072) as presented in Note 9 Employee Benefits.

 

 


 

14. Capital management

 

(a) Share capital

 

At the date of this interim report, the total authorized share capital of the Group was USD 3,000,000, divided into 1,500,000,000 shares par value USD 0.002 each, of which:

• 1,000,000,000 shares are designated as Class A common shares; and

• 250,000,000 shares are designated as Class B common shares.

The remaining 250,000,000 authorized but unissued shares are presently undesignated and may be issued by our board of directors as common shares of any class or as shares with preferred, deferred or other special rights or restrictions.

 

The rights of the holders of Class A Common Shares and Class B Common Shares are identical, except with respect to voting, conversion and transfer restrictions applicable to the Class B Common Shares. Each Class A Common Share is entitled to one vote while Class B Common Shares are entitled to five votes each. Each Class B Common Share is convertible into one Class A Common Share automatically upon transfer, subject to certain exceptions. Holders of Class A Common Shares and Class B Common Shares vote together as a single class on all matters unless otherwise required by law.

 

Authorized shares, as well as issued and fully paid-up shares, are presented below:

 

 

September 30, 2024

 

September 30, 2023

 

 

Amount

 

USD

 

Amount

 

USD

 

Issued and Fully Paid Up Shares of USD 0.002 each

 

 

 

 

 

 

 

 

 

Class A Common Shares

 

151,121,672

 

302

 

155,503,714

 

310

 

Class B Common Shares

 

134,054,192

 

268

 

134,054,192

 

268

 

 

285,175,864

 

570

 

289,557,906

 

578

 

Share Capital evolution

 

 

 

 

 

 

 

 

 

Share Capital as at January 1

 

295,991,665

 

591

 

296,029,870

 

592

 

i) Issue of common shares at USD 0.002

 

767,904

 

2

 

564,272

 

*

ii) Repurchase of shares

 

(11,583,705)

 

(23)

 

(7,036,236)

 

(14)

 

Share capital as of September 30, 2024

 

285,175,864

 

570

 

289,557,906

 

578

 

* Amounts are rounded to the nearest thousand and should not be interpreted as zero.

 

 

(b) Share Premium

 

For the nine months ended September 30, 2024 and 2023, dLocal issued 767,904 and 564,272 new Class A Common Shares receiving total proceeds of USD 1,495 and 153, respectively, related to the exercise of share-options.

 

(c) Treasury Shares

 

On May 13, 2024, the Board of Directors of Dlocal approved a share buyback program. The Company is authorized to purchase up to $200 million of its Class A common shares from May 15, 2024, to May 31, 2025.

 

As of September 30, 2024 the Company has repurchased 11,583,705 shares at an average price of USD 8.72 per share, amounting to a total consideration of USD 101,067. The repurchased shares are held as treasury shares and are accounted for at cost.

 

 

 


 

(d) Capital reserve

 

The Capital reserve corresponds to reserves related to the share-based plans, as described in Note 13: Share-based payments and warrants to the Annual Financial Statements for the year ended December 31, 2023. As of September 30, 2024, the shared-based payments represent a total of USD 8,989 which is comprised of USD 17,441 related to share-based expenses and USD 8,452 related to exercise and vesting share-based plan.

 

(e) Other Reserves

 

The reserves for the Group relate to cumulative translation adjustment representing differences on conversion of assets and liabilities at the reporting date.

 

 

 

 


 

(e) Earnings per share

 

 

Basic earnings per share is calculated by dividing net income for the period attributed to the owners of the parent by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated by dividing net income attributable to owners of DLO by the weighted average number of shares outstanding during the year plus the weighted average number of shares that would be issued on conversion of all dilutive potential shares into shares by applying the treasury stock method. The shares in the share-based plan are the only shares with potential dilutive effect.

The following table presents the calculation of net income applicable to the owners of the parent and basic and diluted EPS for the nine and three months period ended of September 30:

 

 

 

Nine months ended

 

Three months ended

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Profit attributable to common shareholders (U.S. Dollars)

 

90,734,000

 

120,449,000

 

26,782,000

 

40,308,000

Weighted average number of common shares

 

291,582,333

 

292,058,528

 

282,212,297

 

289,411,641

Adjustments for calculation of diluted earnings per share(1)

 

15,154,672

 

16,509,161

 

14,108,758

 

16,620,498

Weighted average number of common shares for calculating diluted earnings per share

 

306,737,005

 

308,567,689

 

296,321,055

 

306,032,139

Basic earnings per share

 

0.31

 

0.41

 

0.09

 

0.14

Diluted earnings per share

 

0.30

 

0.39

 

0.09

 

0.13

 

 

1 For the nine months ended September 30, 2024, the adjustment corresponds to the dilutive effect of i) 8,161,828 average shares related to share-based payment warrants described in Note 13: Share-based payments and warrants to the Annual Financial Statements for the year ended December 31, 2023; and ii) 6,992,844average shares related to share-based payment plans with employees (14,644,675 and 1,864,486 respectively for the nine months ended September 30, 2023). For the three months ended September 30, 2024, the adjustment corresponds to the dilutive effect of i) 7,805,921 average shares related to share-based payment warrants; and ii) 6,302,837 average shares related to share-based payment plans with employees (14,699,513 and 1,920,985 respectively for the three months ended September 30, 2023).

 

 

 


 

15. Cash and cash equivalents

 

Cash and cash equivalents breakdown is presented below:

 

 

September 30, 2024

 

December 31, 2023

Own Balances

 

207,993

 

222,808

Merchant Clients Funds

 

352,539

 

313,352

 

560,532

 

536,160

 

As of September 30, 2024, USD 560,532 (USD 536,160 on December 31, 2023) represents cash on hand, demand deposits with financial institutions and other short-term liquid financial instruments.

 

Own Balances correspond to cash and cash equivalents of the Group while Merchant Clients Funds correspond to freely available funds collected from the merchants’ customers, that can be invested in secure, liquid low-risk assets until they are transferred to the merchants in accordance with the agreed conditions with them or transferred to Own Funds accounts for the portion that corresponds to the Group fees. As of September 30, 2024 , Merchant Clients Funds includes USD 65,361 pending to be transferred to Own Funds accounts (USD 59,900 as of December 31, 2023).

 

 

 


 

16. Financial assets at fair value through profit or loss

 

(a)
Classification of financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include the following:

 

Instrument

 

Reference

 

Maturity date

 

Interest rate (%)

 

Linked with

 

September 30, 2024

 

December 31, 2023

Argentina Treasury Bonds

 

TV24

(i)

Apr-24

 

0.40%

 

Dollar linked

 

 

94,667

Argentina Treasury Bonds

 

TDG24

(i)

Aug-24

 

0%/3.25%

 

U.S. Dollar/CER index*

 

 

8,059

Argentina Treasury Bonds

 

TDE25

 

Jan-25

 

0%/3.25%

 

U.S. Dollar/CER index*

 

2,099

 

1,661

Argentina Treasury Bonds

 

TV25

 

Mar-25

 

0.50%

 

Dollar linked

 

9,397

 

Argentina Treasury Bonds

 

TZV25

 

Jun-25

 

 

Dollar linked

 

62,017

 

Argentina Treasury Notes

 

S31E5

(ii)(iii)

Jan-25

 

5.50%

 

 

28,239

 

Argentina Treasury Notes

 

S29G5

 

Aug-25

 

3.88%

 

 

4,995

 

Argentina Treasury Notes

 

S30J5

 

Jun-25

 

3.90%

 

 

4,997

 

Argentina Treasury Notes

 

S31L5

 

Jul-25

 

3.98%

 

 

504

 

 

 

 

 

 

 

 

 

 

112,247

 

104,387

*Stabilization Reference Coefficient adjusted by inflation

 

(i) According to the respective maturity date, the bond TV24 and TDG24 was fully settled during April and August, 2024.

 

(ii) The Company has elected to use the Fair Value option for measuring Treasury Notes, designating these investments as measured at FVTPL.

 

(iii) As of September 30, 2024 the Group held a total of nominal value USD 8,848 as security for the borrowings detailed in Note 24, and for certain derivative transactions in Argentina for a nominal Value of USD 6,530.

(b)
Amounts recognized in profit or loss

 

Information about the Group’s impact on profit or loss of bonds is discussed in Note 11: Other Results

 

(c)
Risk exposure and fair value measurements

 

All of the Group’s listed bonds and notes investments are listed on the Argentinian Stock Exchange (Bolsas y Mercados Argentinos - BYMA). For the investments classified as FVPL, the impact of a 10% increase in the Argentinian Index at the reporting date on profit or loss would have been an increase of USD 11,225 after tax. An equal change in the opposite direction would have decreased profit or loss by USD 11,225 after tax.

 

 


 

17. Trade and other receivables

 

Trade and Other Receivables of the Group are composed of the following:

 

 

September 30, 2024

 

December 31, 2023

Current

 

 

 

 

Trade receivables

 

350,490

 

319,921

Loss allowance

 

(42)

 

(459)

Trade receivables net

 

350,448

 

319,462

Advances and other receivables

 

55,469

 

43,912

Total Current Trade and Other Receivables

 

405,917

 

363,374

 

 

 

September 30, 2024

 

December 31, 2023

Non current

 

 

 

 

Advances and other receivables

 

1,787

 

Total Non Current Trade and Other Receivables

 

1,787

 

 

 

Trade Receivables represent uncollateralized gross amounts due from acquirers, processors, merchants and preferred suppliers for services performed that will be collected in less than one year, so they are classified as current. No financial assets are past due. All Trade and other receivables have been assigned in “normal” credit risk rating which applies to financial assets for which a significant increase in credit risk has not occurred since initial recognition.

 

Loss allowance and impairment losses

 

The following table presents the evolution of the loss allowance:

 

 

2024

 

2023

Opening book value as at January 1

 

(459)

 

(280)

Decrease in loss allowance for trade receivables

 

 

(29)

Reversal of write-off

 

417

 

139

Total as at September 30

 

(42)

 

(170)

Net impairment gain/(loss) on financial assets

 

93

 

(31)

 

Initial recognition and subsequent measurement the Group applies the simplified approach to determine expected credit losses on trade receivables.

 

To measure the expected credit losses, trade and other receivables have been grouped based on shared credit risk characteristics and the days past due (only 0-30 past due bucket as of September 30, 2024 and December 31, 2023 because there are no other material buckets of the outstanding receivables).

 

The expected loss rates are based on the payment profiles of debtors over a period of 48 months before year end and the corresponding historical credit losses experienced within this period. The historical loss rate is adjusted to reflect current and forward-looking information on credit risk ratings of the countries in which the Group sells its services which affects the ability of the debtors to settle the receivables. On that basis, the average expected credit loss rate of the 0-30 past due bucket was determined at 0.1% for the nine months ended September 30, 2024 (0.1% in the nine months ended September 30, 2023).

 

 


 

18. Other Assets

 

Other assets are composed of the following:

 

Current

 

September 30, 2024

 

December 31, 2023

Money held in escrow and guarantees due to: (i)

 

10,257

 

11,635

-Banks requirements

 

6,156

 

3,000

-Processors and other requirements

 

3,978

 

5,072

-Credit card requirements

 

123

 

3,563

Rental guarantees

 

226

 

147

Other financial asset measure as FVTPL (ii)

 

1,752

 

Total current Other Assets

 

12,235

 

11,782

Non Current

 

 

 

 

Other financial asset measure as FVTPL (ii)

 

5,343

 

Total Non Current Other Assets

 

5,343

 

 

(i)
Includes own funds and investments held in escrow and guarantees required by processors, credit cards and merchants. In 2023, some merchants entered into stand by credit letters with banks that required the Group to maintain certain collaterals in such banks. Amounts held in escrow also include funds held in a pledge account to collateralize overdrafts and pre-settlements agreements with a bank. Finally, it also includes guarantees issued to processors and credit cards institutions. These agreements have short-term maturities
(ii)
During the nine-month period ended September 30, 2024, the Company reclassified USD 6,942 from trade receivables to other assets. These financial assets, which are held at fair value through profit or loss, do not qualify for measurement at amortized cost or fair value through other comprehensive income. The fair value of these selected financial instruments was determined in an unquoted market.

 

 


 

19. Intangible Assets

 

Intangible assets of the Group correspond to acquired software, capitalized expenses related to internally generated software and acquired merchant agreements, and are stated at cost less accumulated amortization.

 

 

2024

 

2023

 

 

Internally generated software

 

Acquired and other intangible assets

 

Total

 

Internally generated software

 

Acquired and other intangible assets

 

Total

Cost

 

40,446

 

39,901

 

80,347

 

23,752

 

39,335

 

63,087

Accumulated amortization

 

(16,683)

 

(5,777)

 

(22,460)

 

(7,972)

 

(3,672)

 

(11,644)

Opening book value as at January 1

 

23,763

 

34,124

 

57,887

 

15,780

 

35,663

 

51,443

Additions (i)

 

14,130

 

1,113

 

15,243

 

12,341

 

162

 

12,503

Amortization of the period

 

(9,574)

 

(1,573)

 

(11,147)

 

(5,985)

 

(1,580)

 

(7,565)

Total as at September 30

 

28,319

 

33,664

 

61,983

 

22,136

 

34,245

 

56,381

Cost

 

54,576

 

41,014

 

95,590

 

36,093

 

39,497

 

75,590

Accumulated amortization

 

(26,257)

 

(7,350)

 

(33,607)

 

(13,957)

 

(5,252)

 

(19,209)

 

(i) The additions of the nine months ended September 30, 2024 include USD 14,130 related to capitalized salaries and wages (USD 12,341 as of September 30, 2023).

 

 

 

As of September 30, 2024

 

As of December 31, 2023

Cost

 

95,590

 

80,347

Accumulated amortization

 

(33,607)

 

(22,460)

Net book amount

 

61,983

 

57,887

 

As of September 30, 2024 , and December 31, 2023 no indicator of impairment related to intangible assets existed, so the Group did not perform an impairment test.

 

 


 

20. Trade and other payables

 

Trade and Other Payables are composed of the following:

 

 

 

September 30, 2024

 

December 31, 2023

Trade Payables

 

636,455

 

572,394

Accrued Liabilities

 

11,134

 

10,192

Other Payables

 

22,019

 

19,907

Total Trade and other payables

 

669,608

 

602,493

 

Trade and other payables are classified as current liabilities as the payment is due within one year or less. Moreover, the carrying amounts are considered to be the same as fair values, due to their short – term nature.

 

Trade Payables correspond to liabilities with Merchants, either related to payin transactions processed or payout transactions to be processed at their request. Accrued Liabilities mainly correspond to obligations with legal and tax advisors, and auditors. Other Payables mainly correspond to obligations related to processors costs and the acquisitions of office goods and services necessary for the ordinary course of the business.

 

 


 

21. Tax Liabilities

 

The tax liabilities breakdown is as follows:

 

 

September 30, 2024

 

December 31, 2023

Income tax payable

 

16,354

 

20,280

Other tax liabilities (i)

 

1,171

 

520

Total Tax Liabilities

 

17,525

 

20,800

 

(i) Mainly related to digital services withholding VAT.

 


 

22. Derivative financial instruments

 

Derivative financial instruments: forward agreements

 

The Group’s operations are in various foreign currencies and consequently are exposed to foreign currency risk. As a consequence, the Group uses derivative instruments, delivery and non-delivery currency forward contracts and future contracts, to reduce the volatility of earnings and cash flows, caused by the exchange rate variation in which dLocal is exposed on the conversion of local currency into the settlement currency (usually US dollars). All outstanding derivatives are recognized in the Group’s consolidated balance sheets at fair value and the impacts are recognized on profit or loss, as shown on the tables below.

 

The Group uses foreign exchange forward contracts to manage some of its transaction exposures. The spot element of foreign exchange forward contracts is designated as hedging instruments in fair value hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions, generally from one to 12 months.

 

 In USD thousand

 

Type Contract

 

Outstanding notional amount as of September 30, 2024

 

Outstanding balance as of September 30, 2024 - Derivative financial assets / (liabilities)

 

Outstanding notional amount as of December 31, 2023

 

Outstanding balance as of December 31, 2023 - Derivative financial assets / (liabilities)

 Assets

 

 

 

 

 

 

 

 

 

 

 Buy EUR

 

 

 

 

 

 

 

 

 

 

 US Dollar

 

Futures Contract

 

47,189

 

271

 

29,114

 

480

 Buy USD

 

 

 

 

 

 

 

 

 

 

 Mexican Peso

 

Futures Contract

 

10,089

 

40

 

 

 Indian Rupee

 

Non-delivery forwards

 

2,798

 

1

 

 

 Argentine Peso

 

Non-delivery forwards

 

 

 

3,400

 

7

 Egyptian Pound

 

Non-delivery forwards

 

 

 

20,865

 

1,479

 Sell USD

 

 

 

 

 

 

 

 

 

 

 Southafrican Rand

 

Forward

 

 

 

(2,345)

 

12

 Southafrican Rand

 

Futures Contract

 

(7,630)

 

73

 

 

 Argentine Peso

 

Futures Contract

 

(1,000)

 

206

 

 

 Peruvian Sol

 

Non-delivery forwards

 

 

 

(1,252)

 

62

 Total

 

 

 

 

 

591

 

 

 

2,040

 

 

 

 

 

 

 

 

 

 

 

 Liabilities

 

 

 

 

 

 

 

 

 

 

 Buy EUR

 

 

 

 

 

 

 

 

 

 

 Moroccan Dirham

 

Forward

 

774

 

(3)

 

1,490

 

(51)

 Buy USD

 

 

 

 

 

 

 

 

 

 

 Chilean Peso

 

Forward

 

13,635

 

(79)

 

 

 United Arab Emirates Dirham

 

Forward

 

133

 

(0)

 

 

 Southafrican Rand

 

Forward

 

14,875

 

(438)

 

8,128

 

(230)

 Saudi Riyal

 

Forward

 

6,760

 

(18)

 

 

 Moroccan Dirham

 

Forward

 

4,600

 

(49)

 

6,263

 

(240)

 Southafrican Rand

 

Futures Contract

 

35,986

 

(1,202)

 

 

 Argentine Peso

 

Futures Contract

 

4,000

 

(198)

 

 

 Brazilian Reais

 

Non-delivery forwards

 

 

 

3,715

 

(30)

 Chilean Peso

 

Non-delivery forwards

 

 

 

19,874

 

(174)

 Uruguayan Peso

 

Non-delivery forwards

 

 

 

2,552

 

(48)

 Indian Rupee

 

Non-delivery forwards

 

 

 

2,397

 

(7)

 Peruvian Sol

 

Non-delivery forwards

 

 

 

1,200

 

(67)

 Vietnamese Dong

 

Non-delivery forwards

 

4,312

 

(33)

 

4,054

 

(32)

 Argentine Peso

 

Non-delivery forwards

 

26,265

 

(2,321)

 

 

 Egyptian Pound

 

Non-delivery forwards

 

9,214

 

(228)

 

 

 Sell EUR

 

 

 

 

 

 

 

 

 

 

 Moroccan Dirham

 

Forward

 

(779)

 

(2)

 

(3,274)

 

(28)

 US Dollar

 

Non-delivery forwards

 

(27,916)

 

(3)

 

(6,323)

 

(40)

 Sell USD

 

 

 

 

 

 

 

 

 

 

 Indian Rupee

 

Non-delivery forwards

 

(2,314)

 

(6)

 

(950)

 

(1)

 Total

 

 

 

 

 

(4,579)

 

 

 

(948)

 

 

 


 

 

 

 

 

Nine months ended

 

Three months ended

 

 

 

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

 Net gain/(loss) on foreign currency forwards recognized in ‘Costs of Services’

 

 

 

7,204

 

5,897

 

(1,860)

 

280

 Net loss on foreign currency forwards recognized in ‘Finance Costs’

 

 

 

(15,009)

 

(22,485)

 

(3,970)

 

(10,848)

 

 

(i) Classification of derivatives

 

 

Derivatives are financial instruments entered into only for economic hedging purposes and not contracted as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are classified as ‘held for trading’ for accounting purposes and are accounted for at fair value through profit or loss. The full fair value of hedging derivatives is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months, otherwise they are classified as a current asset or liability. Derivatives held for trading are classified as a current asset or liability.

 


 

 

 

23. Financial liabilities

The financial liabilities breakdown is as follows:

 

 

September 30, 2024

 

December 31, 2023

Borrowings (i)

 

8,366

 

Bank overdraft (ii)

 

8,409

 

Total Finance Liability

 

16,775

 

(i) As of September 30, 2024, dLocal entered into borrowing agreements in Argentinean Pesos (AR$) with a financial institution in Argentina. The borrowing is agreed on a daily basis and pays an annual interest rate with reference to BADLAR (average interest rate in Argentinian pesos published by the Central Bank of Argentina). The interest expense for the three-month period ended September 30, 2024 amounts USD 648 thousands recognized in other finance expenses (note 11). In addition, Argentina Treasury Notes S31E5 for a nominal value of USD 8,848 were held as security of this borrowing. See note 16 for additional information.

(ii) As of September 30, 2024, dLocal has an overdraft balance with a financial institution in Uruguayan Pesos (UYU) in Uruguay. This overdraft facility is short term liability with an interest rate of 11.0% annual.

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

24. Provisions

 

(a) Current or potential proceedings for labor provisions

 

Provisions for labor contractors are related to current or potential proceedings where the management understands, based on the Group’s legal advisors’ assessment, that it is more likely than not that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

 

(b) Movements in current or potential proceedings

 

Movements in current or potential proceedings are set out below:

 

 

 

2024

 

2023

Carrying amount as at January 1

 

362

 

1,473

Reversal

 

(92)

 

(871)

Interest charges

 

8

 

35

Total carrying amount at September 30

 

278

 

637

 

 


 

25. Related parties

 

 

(a) Related Parties Transactions

 

In June 2023, Dlocal Argentina S.A. entered into a loan agreement with Dlocall Group for a total amount of USD 100,000, with the maturity date extended by two months to August 2024. In August 2024, Dlocal Argentina partially repaid the intra-group loan by transferring approximately USD 69,100 worth of Argentine government bonds, as detailed in note 1.2 (b) and note 16, to the subsidiary in Malta. Since both subsidiaries are fully consolidated, the outstanding balances have been eliminated. The primary impact on the consolidated financial statements relates to foreign exchange losses incurred by Dlocal Argentina S.A. For further detail refer to Note 11: Other Results.

 

(b) Key Management compensation

 

The compensation of the Executive Team during the period can be analyzed as follows:

 

 

 

Nine months ended

 

Three months ended

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Short-term employee benefits – Salaries and wages

 

2,349

 

1,580

 

851

 

601

Long-term employee benefits – Share-based payment

 

11,334

 

3,393

 

3,676

 

1,946

 

 

13,682

 

4,973

 

4,526

 

2,547

 

(c) Transactions with other related parties

 

The following transactions occurred with related parties:

 

 

 

Nine months ended

 

Three months ended

 

September 30, 2024

 

September 30, 2023

 

September 30, 2024

 

September 30, 2023

Transactions with merchants – Revenues

 

270

 

1,309

 

11

 

266

Transactions with preferred suppliers (Collection agents) – Costs

 

 

(35)

 

 

(25)

 

(d) Outstanding balances arising from transactions with other related parties

 

The following balances are outstanding at the end of the reporting period in relation to transactions with related parties:

 

 

September 30, 2024

 

December 31, 2023

Transactions with merchants – trade receivables

 

 

406

Transactions with merchants – trade payables

 

 

Transactions with preferred suppliers (Collection agents) – trade payables

 

 

(19)

 

Outstanding balances are unsecured and are repayable in cash.

 

 


 

26. Fair value hierarchy

 

The following tables show financial instruments recognized at fair value for the period ended September 30, 2024 and December 31, 2023, analyzed between those whose fair value is based on:

 

• Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

 

• Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

 

• Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based upon observable market data.

 

The table also includes financial instruments measured at amortized cost. The Group understands that the book value of such instruments approximates their fair value.

September 30, 2024

 

FVPL

 

Amortized
cost

 

Total

 

Level 1

 

Level 2

Assets

 

 

 

 

 

 

 

 

 

 

Financial Assets at Fair Value through Profit or Loss

 

112,247

 

 

112,247

 

112,247

 

Other Assets

 

7,095

 

10,483

 

17,578

 

 

7,095

Trade and Other Receivables

 

 

407,704

 

407,704

 

 

Derivative financial instruments

 

591

 

 

591

 

 

591

Cash and Cash Equivalents

 

 

560,532

 

560,532

 

 

 

119,933

 

978,719

 

1,098,652

 

112,247

 

7,686

 

December 31, 2023

 

FVPL

 

Amortized
cost

 

Total

 

Level 1

 

Level 2

Assets

 

 

 

 

 

 

 

 

 

 

Financial Assets at Fair Value through Profit or Loss

 

104,387

 

 

104,387

 

104,387

 

Other Assets

 

 

11,782

 

11,782

 

 

Trade and Other Receivables

 

 

363,374

 

363,374

 

 

Derivative financial instruments (1)

 

2,040

 

 

2,040

 

 

2,040

Cash and Cash Equivalents

 

 

536,160

 

536,160

 

 

 

106,427

 

911,316

 

1,017,743

 

104,387

 

2,040

 

September 30, 2024

 

FVPL

 

Amortized
cost

 

Total

 

Level 1

 

Level 2

Liabilities

 

 

 

 

 

 

 

 

 

 

Trade and Other Payables

 

 

(669,608)

 

(669,608)

 

 

Lease liabilities

 

 

(4,112)

 

(4,112)

 

 

Financial liabilities

 

 

(16,775)

 

(16,775)

 

 

Derivative financial instruments

 

(4,579)

 

 

(4,579)

 

 

(4,579)

 

(4,579)

 

(690,495)

 

(695,074)

 

 

(4,579)

 

December 31, 2023

 

FVPL

 

Amortized
cost

 

Total

 

Level 1

 

Level 2

Liabilities

 

 

 

 

 

 

 

 

 

 

Trade and Other Payables

 

 

(602,493)

 

(602,493)

 

 

Lease liabilities

 

 

(3,957)

 

(3,957)

 

 

Derivative financial instruments

 

(948)

 

 

(948)

 

 

(948)

 

(948)

 

(606,450)

 

(607,398)

 

 

(948)

 

(1)
The most frequently applied valuation techniques include forward pricing models. The models incorporate various inputs including: foreign exchange spot, interest rates curves of the respective currencies and the terms of the contract.

 

There were no changes of items between level 2 and level 3, acquisitions, disposals nor gains or losses recognized in profit for the period related to level 3 instruments. Consequently, for the periods ended September 30, 2024 and December 31, 2023, the Group did not recognized any financial assets under level 3.