PART I - FINANCIAL INFORMATION
|
3 |
Item 1 - Financial Statements
|
3 |
Consolidated Balance Sheets
|
4 |
Consolidated Balance Sheets
|
5 |
Consolidated Statements of Profit or Loss
|
6 |
Consolidated Statements of Changes in Shareholder’s Equity
|
7 |
Consolidated Statements of Cash Flows
|
8 |
Notes to Consolidated Financial Statements
|
9 |
Item 2 – Management’s discussion and analysis of financial condition and results of operations
|
30 |
PART II - OTHER INFORMATION
|
42 |
Item 1 - Signatures
|
42 |
Note
|
December 31, 2021
|
December 31, 2020
|
||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
3
|
121,006
|
58,557
|
|||||
Restricted cash
|
1,183
|
1,429
|
||||||
Marketable securities and short-term investments
|
4
|
177,191
|
16,969
|
|||||
Trade receivables
|
5
|
34,682
|
24,491
|
|||||
Recoverable taxes
|
6,881
|
4,071
|
||||||
Deferred commissions
|
263
|
438
|
||||||
Prepaid expenses
|
7,911
|
2,379
|
||||||
Derivative financial instruments
|
-
|
174
|
||||||
Other current assets
|
399
|
223
|
||||||
Total current assets
|
349,516
|
108,731
|
||||||
Non-current assets
|
||||||||
Trade receivables
|
5
|
6,143
|
-
|
|||||
Deferred tax assets
|
6.1
|
12,572
|
2,174
|
|||||
Prepaid expenses
|
343
|
3,134
|
||||||
Recoverable taxes
|
556
|
674
|
||||||
Deferred Commission
|
1,246
|
389
|
||||||
Other non-current assets
|
435
|
53
|
||||||
Right-of-use assets
|
15
|
5,183
|
5,076
|
|||||
Property and equipment, net
|
8
|
4,711
|
4,551
|
|||||
Intangible assets, net
|
9
|
33,644
|
15,093
|
|||||
Investment in joint venture
|
621
|
136
|
||||||
Total non-current assets
|
65,454
|
31,280
|
||||||
Total assets
|
414,970
|
140,011
|
LIABILITIES
|
Note
|
December 31, 2021
|
December 31, 2020
|
|||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
10
|
29,537
|
20,709
|
|||||
Loans and financing
|
12
|
2,087
|
1,585
|
|||||
Taxes payables
|
11
|
5,035
|
6,790
|
|||||
Lease liabilities
|
15
|
1,105
|
850
|
|||||
Deferred revenue
|
16,598
|
14,170
|
||||||
Derivative financial instruments
|
133
|
-
|
||||||
Accounts payable from acquisition of subsidiaries
|
4,260
|
2,794
|
||||||
Other current liabilities
|
133
|
159
|
||||||
Total current liabilities
|
58,888
|
47,057
|
||||||
Non-current liabilities
|
||||||||
Accounts payable and accrued expenses
|
1,977
|
-
|
||||||
Loans and financing
|
12
|
1,192
|
4,774
|
|||||
Taxes payable
|
160
|
-
|
||||||
Lease liabilities
|
15
|
4,886
|
5,303
|
|||||
Accounts payable from acquisition of subsidiaries
|
2,163
|
1,206
|
||||||
Deferred revenue
|
16,204
|
5,005
|
||||||
Deferred tax liabilities
|
6.2
|
2,045
|
731
|
|||||
Other
|
266
|
187
|
||||||
Total non-current liabilities
|
28,893
|
17,206
|
||||||
EQUITY
|
||||||||
Issued capital
|
19
|
17
|
||||||
Capital reserve
|
390,466
|
78,945
|
||||||
Other reserves
|
652
|
104
|
||||||
Accumulated losses
|
(63,955
|
)
|
(3,444
|
)
|
||||
Equity attributable to VTEX’s shareholders
|
327,182
|
75,622
|
||||||
Non-controlling interests
|
7
|
126
|
||||||
Total shareholders’ equity
|
327,189
|
75,748
|
||||||
Total liabilities and equity
|
414,970
|
140,011
|
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||
Note
|
December 31, 2021
|
December 31, 2020
|
December 31, 2021
|
December 31, 2020
|
||||||||
Subscription revenue
|
34,529
|
27,672
|
118,466
|
93,366
|
||||||||
Services revenue
|
2,587
|
1,435
|
7,307
|
5,310
|
||||||||
Total revenue
|
14
|
37,116
|
29,107
|
125,773
|
98,676
|
|||||||
Subscription cost
|
(10,469
|
)
|
(9,841
|
)
|
(38,380
|
)
|
(27,801
|
)
|
||||
Services cost
|
(3,291
|
)
|
(2,017
|
)
|
(11,212
|
)
|
(7,050
|
)
|
||||
Total cost
|
(13,760
|
)
|
(11,858
|
)
|
(49,592
|
)
|
(34,851
|
)
|
||||
Gross profit
|
23,356
|
17,249
|
76,181
|
63,825
|
||||||||
Operating expenses
|
||||||||||||
General and administrative
|
(6,913
|
)
|
(5,120
|
)
|
(31,889
|
)
|
(13,961
|
)
|
||||
Sales and marketing
|
(17,459
|
)
|
(7,488
|
)
|
(63,521
|
)
|
(23,844
|
)
|
||||
Research and development
|
(11,915
|
)
|
(6,827
|
)
|
(45,186
|
)
|
(19,039
|
)
|
||||
Other income (losses)
|
(211
|
)
|
123
|
(1,514
|
)
|
(462
|
)
|
|||||
Income (loss) from operation
|
(13,142
|
)
|
(2,063
|
)
|
(65,929
|
)
|
6,519
|
|||||
Financial income
|
2,295
|
986
|
7,414
|
3,904
|
||||||||
Financial expense
|
(3,664
|
)
|
(2,311
|
)
|
(12,058
|
)
|
(7,038
|
)
|
||||
Financial result, net
|
(1,369
|
)
|
(1,325
|
)
|
(4,644
|
)
|
(3,134
|
)
|
||||
Equity results
|
190
|
51
|
587
|
78
|
||||||||
Income (loss) before income tax
|
(14,321
|
)
|
(3,337
|
)
|
(69,986
|
)
|
3,463
|
|||||
Current
|
6.3
|
(35
|
)
|
(1,096
|
)
|
(1,646
|
)
|
(4,904
|
)
|
|||
Deferred
|
6.3
|
3,731
|
166
|
11,118
|
616
|
|||||||
Total income tax
|
3,696
|
(930
|
)
|
9,472
|
(4,288
|
)
|
||||||
Net income (loss) for the period
|
(10,625
|
)
|
(4,267
|
)
|
(60,514
|
)
|
(825
|
)
|
||||
Attributable to controlling shareholders
|
(10,625
|
)
|
(4,270
|
)
|
(60,511
|
)
|
(914
|
)
|
||||
Non-controlling interest
|
-
|
3
|
(3
|
)
|
89
|
|||||||
Earnings (loss) per share
|
16
|
|||||||||||
Basic and diluted loss per share
|
(0.056
|
)
|
(0.025
|
)
|
(0.333
|
)
|
(0.005
|
)
|
Issued capital
|
Capital reserve
|
Other reserves
|
Accumulated
losses
|
Total equity
attributable to
VTEX’s
shareholders
|
Non-controlling
interests
|
Total
shareholders’
equity
|
||||||||||||||
At December 31, 2019
|
17
|
50,133
|
(572
|
)
|
(2,530
|
)
|
47,048
|
37
|
47,085
|
|||||||||||
Net loss for the year
|
-
|
-
|
-
|
(914
|
)
|
(914
|
)
|
89
|
(825
|
)
|
||||||||||
Foreign cumulative conversion adjustment
|
-
|
-
|
676
|
-
|
676
|
-
|
676
|
|||||||||||||
Transactions with owners of the Company
|
||||||||||||||||||||
Exercise of stock options
|
-
|
313
|
-
|
-
|
313
|
-
|
313
|
|||||||||||||
Issue of ordinary shares as consideration for a business combination
|
-
|
93
|
-
|
-
|
93
|
-
|
93
|
|||||||||||||
Capital contribution
|
-
|
156,650
|
-
|
-
|
156,650
|
-
|
156,650
|
|||||||||||||
Buyback of shares
|
(131,047
|
)
|
-
|
-
|
(131,047
|
)
|
-
|
(131,047
|
)
|
|||||||||||
Share-based compensation
|
-
|
2,803
|
-
|
-
|
2,803
|
-
|
2,803
|
|||||||||||||
-
|
28,812
|
-
|
-
|
28,812
|
-
|
28,812
|
||||||||||||||
At December 31, 2020
|
17
|
78,945
|
104
|
(3,444
|
)
|
75,622
|
126
|
75,748
|
||||||||||||
Net loss for the year
|
-
|
-
|
-
|
(60,511
|
)
|
(60,511
|
)
|
(3
|
)
|
(60,514
|
)
|
|||||||||
Foreign cumulative conversion adjustment
|
-
|
-
|
548
|
-
|
548
|
-
|
548
|
|||||||||||||
Transactions with owners of the Company
|
||||||||||||||||||||
Exercise of stock options
|
-
|
3,830
|
-
|
-
|
3,830
|
-
|
3,830
|
|||||||||||||
Share-based compensation
|
-
|
9,217
|
-
|
-
|
9,217
|
-
|
9,217
|
|||||||||||||
Issue of ordinary shares as consideration for a business combination
|
-
|
1,469
|
-
|
-
|
1,469
|
-
|
1,469
|
|||||||||||||
Capital contribution
|
-
|
1,000
|
-
|
-
|
1,000
|
-
|
1,000
|
|||||||||||||
Issuance of common shares in initial public offering
|
2
|
317,807
|
-
|
-
|
317,809
|
-
|
317,809
|
|||||||||||||
Share issuance costs
|
-
|
(21,491
|
)
|
-
|
-
|
(21,491
|
)
|
-
|
(21,491
|
)
|
||||||||||
Buyback of shares
|
-
|
(407
|
)
|
-
|
-
|
(407
|
)
|
-
|
(407
|
)
|
||||||||||
Transactions with non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
7
|
7
|
|||||||||||||
Acquisition of non-controlling interests
|
-
|
96
|
-
|
-
|
96
|
(123
|
)
|
(27
|
)
|
|||||||||||
2
|
311,521
|
-
|
-
|
311,523
|
(116
|
)
|
311,407
|
|||||||||||||
At December 31, 2021
|
19
|
390,466
|
652
|
(63,955
|
)
|
327,182
|
7
|
327,189
|
December 31, 2021
|
December 31, 2020
|
|||||||
Net loss of the year
|
(60,514
|
)
|
(825
|
)
|
||||
Adjustments on loss of the year
|
||||||||
Depreciation and amortization
|
4,072
|
2,400
|
||||||
Deferred income tax
|
(11,118
|
)
|
(616
|
)
|
||||
Loss on disposal of rights of use, property, equipment, and intangible assets
|
54
|
132
|
||||||
Allowance for doubtful accounts
|
887
|
972
|
||||||
Share-based compensation
|
9,217
|
2,803
|
||||||
Provision for payroll taxes (share-based compensation)
|
7,611
|
-
|
||||||
Adjustment of hyperinflation
|
2,274
|
779
|
||||||
Profit on investments in joint venture
|
(587
|
)
|
(78
|
)
|
||||
Fair value gain
|
(1,188
|
)
|
(1,454
|
)
|
||||
Other gains (losses), net
|
666
|
1,714
|
||||||
Working capital adjustments
|
||||||||
Trade receivables
|
(16,749
|
)
|
(10,104
|
)
|
||||
Recoverable taxes
|
(2,692
|
)
|
(2,215
|
)
|
||||
Prepaid expenses
|
(2,741
|
)
|
(3,727
|
)
|
||||
Other assets
|
186
|
(13
|
)
|
|||||
Accounts payable and accrued expenses
|
7,417
|
7,961
|
||||||
Taxes payable
|
3,102
|
5,944
|
||||||
Deferred revenue
|
12,330
|
9,641
|
||||||
Other liabilities
|
(364
|
)
|
(210
|
)
|
||||
Cash provided by (used in) operating activities
|
(48,137
|
)
|
13,104
|
|||||
Income tax paid
|
(4,854
|
)
|
(1,939
|
)
|
||||
Net cash provided by (used in) operating activities
|
(52,991
|
)
|
11,165
|
|||||
Cash flows from investing activities
|
||||||||
Purchase of short-term investment
|
(177,816
|
)
|
-
|
|||||
Redemption of short-term investment
|
1,053
|
-
|
||||||
Purchase of marketable securities
|
-
|
(3,846
|
)
|
|||||
Redemption of marketable securities
|
16,857
|
2,007
|
||||||
Interest received
|
588
|
1,037
|
||||||
Acquisition of subsidiaries net of cash acquired
|
(5,712
|
)
|
(3,646
|
)
|
Acquisitions of property and equipment
|
(1,383
|
)
|
(1,648
|
)
|
||||
Acquisitions of intangible assets
|
(368
|
)
|
-
|
|||||
Net cash provided by (used in) investing activities
|
(166,781
|
)
|
(6,096
|
)
|
||||
Cash flows from financing activities
|
||||||||
Changes in restricted cash
|
246
|
1,337
|
||||||
Proceeds from the exercise of stock options
|
3,830
|
313
|
||||||
Net-settlement of share-based payment
|
(2,705
|
)
|
-
|
|||||
Capital increase
|
1,000
|
156,650
|
||||||
Capital increase - proceeds from initial public offering, net of transaction costs
|
296,318
|
-
|
||||||
Buyback of shares
|
(2,423
|
)
|
(129,031
|
)
|
||||
Payment of loans and financing
|
(10,886
|
)
|
(2,999
|
)
|
||||
Interest paid
|
(104
|
)
|
(186
|
)
|
||||
Principal elements of lease payments
|
(913
|
)
|
(350
|
)
|
||||
Lease interest paid
|
(680
|
)
|
(775
|
)
|
||||
Net cash provided by financing activities
|
283,683
|
24,959
|
||||||
Net increase in cash and cash equivalents
|
63,911
|
30,028
|
||||||
Cash and cash equivalents, beginning of the year
|
58,557
|
29,762
|
||||||
Effect of exchange rate changes
|
(1,462
|
)
|
(1,233
|
)
|
||||
Cash and cash equivalents, end of the year
|
121,006
|
58,557
|
||||||
Supplemental cash flow information:
|
||||||||
Lease liabilities arising from obtaining right-of-use assets
|
494
|
820
|
||||||
Accounts payable related to buyback of shares
|
-
|
2,016
|
||||||
Issue of ordinary shares as consideration for a business combination
|
1,469
|
93
|
||||||
Unpaid amount related to acquisition of non-controlling interest
|
27
|
-
|
||||||
Unpaid amount related to business combinations
|
8,264
|
-
|
||||||
Transactions with non-controlling interests
|
7
|
-
|
1 |
General information
VTEX (“Company” or “Group”) provides a software-as-a-service digital commerce platform for enterprise brands and retailers. The VTEX platform enables customers to execute their commerce strategy,
including building online stores, integrating, managing orders across channels, and creating marketplaces to sell products from third-party vendors. Founded in Brazil, the Company is a leader in accelerating the digital commerce
transformation in Latin America and expanding globally. VTEX’s platform is engineered to enterprise-level standards and functionality with the significant majority of the Company’s revenue coming from large, blue-chip companies. As of
December 31, 2021, the Company was trusted by more than 2,400 customers with over 3,200 active online stores across 38 countries to connect with their consumers in a meaningful way.
The Group enables customers to implement multiple go-to-market strategies. VTEX’s platform combines commerce, order management and marketplace functionality, allowing enterprises to sell a wide
assortment of products across multiple channels. By integrating with suppliers, distributors, third-party vendors, franchisees, warehouses, and brick-and-mortar stores, enterprises can rapidly implement new business models and digital
experiences, including direct-to-consumer, marketplace, conversational and interactive commerce, ship from store, endless aisle, and drop-ship. The Group calls this set of deep integrations “Collaborative Commerce.”
VTEX’s Collaborative Commerce approach benefits from a powerful ecosystem with significant network effects. The ecosystem includes more than 2,000 integrated solutions, 500 systems integrators, 200
marketplaces, 150 payments solutions, and 80 logistics companies. VTEX’s partners’ solutions are embedded within the platform, allowing customers to seamlessly execute their commerce vision and strategy. The more customers adopt the
platform and partners join the platform’s network, the more efficiently the Group can help facilitate the future of commerce.
The technology is flexible and extensible. It’s open, API-first, multi-tenant commerce platform allows enterprises to adopt new commerce capabilities with minimal risk. Combined with its low-code
development platform, VTEX IO, the Group enables customers to build proprietary technology, seamlessly integrated with extensive out-of-the-box functionality. In essence, VTEX’s “Composable Commerce” approach allows enterprises to
leverage the knowledge of highly specialized talents from the ecosystem while focusing their own talent on what makes them unique. Composable Commerce enables customers to rapidly deploy VTEX’s solutions and quickly iterate and
customize the entire commerce experience at scale.
|
Place of business/
country of
incorporation
|
Relationship
|
Principal
business activity
|
% of Ownership
as of December 31,
|
||
Company
|
|
2021
|
2020
|
||
VTEX (“VTEX”)
|
Cayman
|
Holding
|
Technology
Services
|
||
VTEX Informática S.A. (“VTEX ARG”) (i)
|
Argentina
|
Subsidiary
|
Technology
Services
|
100
|
96.54
|
VTEX Brasil Tecnologia para Ecommerce LTDA. (“VTEX Brazil”)
|
Brazil
|
Subsidiary
|
Technology
Services
|
100
|
100
|
VTEX Publicidade e Eventos Ltda. (“VTEX DAY”)
|
Brazil
|
Subsidiary
|
Production of
events
|
100
|
100
|
VTEX Intermediação de Cobrança Ltda. (“VTEX STORE”) (ii)
|
Brazil
|
Subsidiary
|
Technology
Services
|
-
|
99.99
|
Dlieve Tecnologia S.A. (“Dlieve”) (iii)
|
Brazil
|
Subsidiary
|
Technology
Services
|
-
|
100
|
Ciashop Soluções para Comércio Eletrônico S.A. (“Ciashop”) (iv)
|
Brazil
|
Subsidiary
|
Technology
Services
|
-
|
100
|
Loja Integrada Tecnologia para Softwares S.A. (“Loja Integrada”)
|
Brazil
|
Subsidiary
|
Technology
Services
|
99.87
|
100
|
Suiteshare Tecnologia da Informação S.A (“Suiteshare”) (v)
|
Brazil
|
Subsidiary
|
Technology
Services
|
100
|
-
|
VTEX Chile SPA (“VTEX CHI”)
|
Chile
|
Subsidiary
|
Technology
Services
|
100
|
100
|
VTEX Colombia Tecnologia para Ecommerce S.A.S. (“VTEX COL”)
|
Colombia
|
Subsidiary
|
Technology
Services
|
100
|
100
|
VTEX Commerce Cloud Solutions LLC (“VTEX USA”)
|
USA
|
Subsidiary
|
Technology
Services
|
100
|
100
|
VTEX Ecommerce Platform Limited (“VTEX UK”)
|
UK
|
Subsidiary
|
Technology
Services
|
100
|
100
|
EICOM Limited (“EICOM”) (vii)
|
UK
|
Subsidiary
|
Technology
Services
|
-
|
100
|
Soluciones Cloud En Ecommerce S. De R.L. De C.V. (“VTEX MEX”) (vi)
|
Mexico
|
Subsidiary
|
Technology
Services
|
100
|
99.95
|
EI Education S.A.P.I de C.V. (“Escuela de Internet or “Escuela”)
|
Mexico
|
Subsidiary
|
Technology
Services
|
100
|
100
|
Peru Tecnologia para ECOMMERCE S.A.C. (“VTEX PERU”) (vii)
|
Peru
|
Subsidiary
|
Technology
Services
|
100
|
-
|
VTEX Ecommerce Platform Limited - Sede Secondaria (“VTEX ITA”) (vii)
|
Italy
|
Branch
|
Technology
Services
|
100
|
-
|
VTEX Ecommerce Platform Limited London - Sucursala Bucuresti (“VTEX ROM”) (vii)
|
Romania
|
Branch
|
Technology
Services
|
100
|
-
|
VTEX Ecommerce Platform Platform Limited – Sucursal em Portugal (“VTEX PORT”) (vii)
|
Portugal
|
Branch
|
Technology
Services
|
100
|
-
|
(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 closed 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) |
In May 2021, the Group acquired the non-controlling interest of VTEX MEX. Refer to note 19.2(d.ii) for additional details.
|
(vii) |
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.
|
December 31, 2021
|
December 31, 2020
|
||||
Cash and cash bank deposits
|
120,928
|
51,955
|
|||
Investment funds
|
78
|
6,602
|
|||
Cash and cash equivalents
|
121,006
|
58,557
|
December 31, 2021
|
December 31, 2020
|
||||
Marketable securities
|
-
|
16,969
|
|||
Short-term investments
|
177,191
|
-
|
|||
Marketable securities and short-term investments
|
177,191
|
16,969
|
2021
|
2020
|
||||
Opening balance on January 1
|
16,969
|
14,495
|
|||
Additions
|
-
|
3,846
|
|||
Redemption
|
(16,857
|
)
|
(2,007
|
)
|
|
Interest received
|
(324
|
)
|
(481
|
)
|
|
Fair value adjustments
|
212
|
1,116
|
|||
Closing balances on December 31
|
-
|
16,969
|
2021
|
2020
|
||||
Opening balance on January 1
|
-
|
-
|
|||
Additions
|
177,816
|
-
|
|||
Redemption
|
(1,053
|
)
|
-
|
||
Gains (losses)
|
428
|
-
|
|||
Closing balances on December 31
|
177,191
|
-
|
December 31, 2021
|
December 31, 2020
|
||||
Trade receivables
|
41,972
|
25,140
|
|||
Loss allowances
|
(1,147
|
)
|
(649
|
)
|
|
Total trade receivables
|
40,825
|
24,491
|
|||
Current
|
34,682
|
24,491
|
|||
Non-current
|
6,143
|
-
|
2021
|
2020
|
||||
Opening balance on January 1
|
(649
|
)
|
(1,167
|
)
|
|
Addition, net
|
(887
|
)
|
(972
|
)
|
|
Addition from acquisition of subsidiaries
|
(100
|
)
|
-
|
||
Write-off
|
429
|
1,056
|
|||
Exchange-rate change
|
60
|
434
|
|||
Closing balances on December 31
|
(1,147
|
)
|
(649
|
)
|
December 31, 2021
|
December 31, 2020
|
||||
Current
|
38,456
|
22,019
|
|||
Overdue between:
|
|||||
From 1 to 30 days
|
1,251
|
1,578
|
|||
From 31 to 60 days
|
847
|
537
|
|||
From 61 to 90 days
|
439
|
293
|
|||
From 91 to 120 days
|
113
|
245
|
|||
From 121 to 300 days
|
866
|
468
|
|||
Total
|
41,972
|
25,140
|
December 31, 2021
|
December 31, 2020
|
||||
Loss allowances for financial assets
|
75
|
124
|
|||
Bonus provision
|
750
|
655
|
|||
Lease (i)
|
366
|
108
|
|||
Share-based compensation (ii)
|
3,224
|
185
|
|||
Hyperinflationary adjustments
|
89
|
99
|
|||
Tax loss (iii)
|
6,445
|
427
|
|||
Others (iv)
|
1,623
|
576
|
|||
Total deferred tax assets
|
12,572
|
2,174
|
(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 19.1. 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.
|
December 31, 2021
|
December 31, 2020
|
||||
Acquisition of subsidiaries
|
1,687
|
544
|
|||
Temporary differences
|
283
|
187
|
|||
Others
|
75
|
-
|
|||
Total deferred tax liabilities
|
2,045
|
731
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||
December 31,
2021 |
December 31,
2020
|
December 31,
2021
|
December 31,
2020
|
||||||||
Current tax
|
|||||||||||
Current tax on profits for the period
|
(35
|
)
|
(1,096
|
)
|
(1,646
|
)
|
(4,904
|
)
|
|||
Deferred income tax
|
|||||||||||
Decrease in deferred tax
|
3,731
|
166
|
11,118
|
616
|
|||||||
Income tax
|
3,696
|
(930
|
)
|
9,472
|
(4,288
|
)
|
|
December 31, 2021
|
December 31, 2020
|
|||
Right-of-use asset
|
|||||
Office buildings
|
5,183
|
5,076
|
|||
Total
|
5,183
|
5,076
|
|
December 31, 2021
|
December 31, 2020
|
|||
Lease liabilities
|
|||||
Current
|
1,105
|
850
|
|||
Non-current
|
4,886
|
5,303
|
|||
Total
|
5,991
|
6,153
|
2021
|
2020
|
||||
Right-of-use asset
|
|||||
Opening balance on January 1
|
5,076
|
6,917
|
|||
New lease agreements
|
384
|
-
|
|||
Lease agreements from acquired subsidiaries
|
722
|
-
|
|||
Remeasurement
|
494
|
820
|
|||
Hyperinflation adjustment
|
1
|
5
|
|||
Depreciation
|
(1,069
|
)
|
(911
|
)
|
|
Write off
|
(110
|
)
|
-
|
||
Exchange rate effect
|
(315
|
)
|
(1,755
|
)
|
|
Closing balances on December 31
|
5,183
|
5,076
|
|||
Lease liabilities
|
|||||
Opening balance on January 1
|
6,153
|
7,675
|
|||
New lease agreements
|
384
|
-
|
|||
Lease agreements from acquired subsidiaries
|
446
|
-
|
|||
Remeasurement
|
494
|
820
|
|||
Interest added
|
696
|
775
|
|||
Principal elements of lease payment
|
(913
|
)
|
(350
|
)
|
|
Interest payment
|
(680
|
)
|
(775
|
)
|
|
Write off
|
(111
|
)
|
-
|
||
Exchange rate effect
|
(478
|
)
|
(1,992
|
)
|
|
Closing balances on December 31
|
5,991
|
6,153
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||
|
December 31, 2021
|
December 31, 2020
|
December 31, 2021
|
December 31, 2020
|
|||||||
Depreciation charge of office buildings
|
287
|
219
|
1,069
|
911
|
|||||||
Interest expense (included in finance cost)
|
170
|
200
|
696
|
775
|
|||||||
Total
|
457
|
419
|
1,765
|
1,686
|
December 31, 2021
|
December 31, 2020
|
||||
Leasehold improvements
|
2.826
|
2.967
|
|||
Machinery and equipment
|
279
|
277
|
|||
Furniture and fixture
|
710
|
786
|
|||
Computer and peripherals
|
3.987
|
2.774
|
|||
Accumulated depreciation
|
(3.091
|
)
|
(2.253
|
)
|
|
Property and equipment, net
|
4.711
|
4.551
|
December 31, 2021
|
December 31, 2020
|
||||
Software (i)
|
4,090
|
2,837
|
|||
Trademark
|
207
|
-
|
|||
Intellectual property
|
2,541
|
2,690
|
|||
Customer contracts
|
9,337
|
2,629
|
|||
Goodwill (ii)
|
22,374
|
10,562
|
|||
Others
|
493
|
-
|
|||
Accumulated amortization
|
(5,398
|
)
|
(3,625
|
)
|
|
Intangible assets, net
|
33,644
|
15,093
|
(i) |
The increase in software relates mainly to assets acquired in the business combination of Workarea and Suiteshare, as VTEX does not capitalize software development.
|
(ii) |
The increase in goodwill relates mainly to the business combination of Workarea and Suiteshare.
|
December 31, 2021
|
December 31, 2020
|
||||
Trades payable
|
12,668
|
9,973
|
|||
Accounts payable to related parties
|
27
|
2,016
|
|||
Social charges (i)
|
7,048
|
1,698
|
|||
Profit sharing
|
7,203
|
4,415
|
|||
Provision for vacation and benefits
|
4,333
|
2,186
|
|||
Other
|
235
|
421
|
|||
Total accounts payable and accrued expenses
|
31,514
|
20,709
|
|||
Current
|
29,537
|
20,709
|
|||
Non-current
|
1,977
|
-
|
Interest rate
|
Country
|
Maturity
|
December 31, 2021
|
December 31, 2020
|
||||||||||
8.5% p.a.
|
||||||||||||||
BNDES (i)
|
(Brazilian Reais)
|
Brazil
|
Mar/2023
|
891
|
1,719
|
|||||||||
100% CDI+ 2.65 p.a.
|
||||||||||||||
Itaú (ii)
|
(Brazilian Reais)
|
Brazil
|
May/2023
|
2,388
|
4,098
|
|||||||||
100% Selic + 2% p.a.
|
||||||||||||||
Totvs
|
(Brazilian Reais)
|
Brazil
|
January/2021
|
-
|
542
|
|||||||||
Total
|
3,279
|
6,359
|
||||||||||||
Current
|
2,087
|
1,585
|
||||||||||||
Non-current
|
1,192
|
4,774
|
2021
|
2020
|
||||
Opening balance on January 1
|
6,359
|
11,030
|
|||
Loans from acquisition of subsidiaries
|
8,038
|
164
|
|||
Payment of loans (i)
|
(11,002
|
)
|
(2,999
|
)
|
|
Interest charged
|
94
|
208
|
|||
Interest paid
|
(104
|
)
|
(186
|
)
|
|
Basis adjustment on the fair value hedge (ii)
|
333
|
582
|
|||
Exchange rate effect
|
(439
|
)
|
(2,440
|
)
|
|
Closing balances on December 31
|
3,279
|
6,359
|
December 31, 2021
|
December 31, 2020
|
||||
Income tax payable
|
524
|
3,732
|
|||
Other taxes payable
|
4,671
|
3,058
|
|||
Total taxes payable
|
5,195
|
6,790
|
|||
Current
|
5,035
|
6,790
|
|||
Non-current
|
160
|
-
|
December 31, 2021
|
December 31, 2020
|
||||
Civil
|
17
|
21
|
|||
Labor
|
16
|
49
|
|||
Tax
|
53
|
-
|
|||
Total
|
86
|
70
|
December 31, 2021
|
December 31, 2020
|
||||
Civil
|
123
|
45
|
|||
Labor
|
189
|
157
|
|||
Tax
|
10
|
33
|
|||
Total
|
322
|
235
|
December 31, 2021
|
December 31, 2020
|
||||
Number of ordinary nominative shares
|
191,028,642
|
170,981,476
|
|||
Par value (i)
|
0.0001
|
0.0001
|
|||
Total share capital
|
19
|
17
|
(i)
|
In April 2020, the Group’s shareholders approved a capital stock share Split with a 100:1 (one hundred for one) share split ratio. As a result of the share split, the Group’s historical financial
statements have been revised to reflect the number of shares and per share data as if the share split had been in effect for all periods presented.
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||
December 31, 2021
|
December 31, 2020
|
December 31, 2021
|
December 31, 2020
|
||||||||
Subscriptions
|
37,668
|
28,801
|
129,292
|
100,611
|
|||||||
Tax on subscriptions
|
(3,139
|
)
|
(1,129
|
)
|
(10,826
|
)
|
(7,245
|
)
|
|||
Revenue from subscriptions
|
34,529
|
27,672
|
118,466
|
93,366
|
|||||||
Services provided
|
2,894
|
1,371
|
8,154
|
5,599
|
|||||||
Taxes on services
|
(307
|
)
|
64
|
(847
|
)
|
(289
|
)
|
||||
Revenue from services
|
2,587
|
1,435
|
7,307
|
5,310
|
|||||||
Revenue from subscription and services
|
37,116
|
29,107
|
125,773
|
98,676
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||
Basic earnings (loss) per share
|
December 31, 2021
|
December 31, 2020
|
December 31, 2021
|
December 31, 2020
|
|||||||
Loss attributable to the stockholders of the Group
|
(10,625
|
)
|
(4,267
|
)
|
(60,514
|
)
|
(825
|
)
|
|||
Weighted average number of outstanding common shares (thousands)
|
190,983
|
168,350
|
181,554
|
168,350
|
|||||||
Basic and diluted earnings loss per share
|
(0.056
|
)
|
(0.025
|
)
|
(0.333
|
)
|
(0.005
|
)
|
|
Number of options (thousands)
|
Weighted average exercise price
|
Remaining contractual terms in years
|
Weighted average grant date Fair value
|
|||||||
At December 31, 2020
|
9,678
|
2.90
|
5.65
|
0.68
|
|||||||
Granted during the period
|
1,799
|
10.66
|
-
|
5.10
|
|||||||
Forfeit during the period
|
(156
|
)
|
8.76
|
-
|
4.44
|
||||||
Exercised during the period (i)
|
(2,512
|
)
|
1.44
|
-
|
0.44
|
||||||
At December 31, 2021
|
8,809
|
4.78
|
5.37
|
1.58
|
|||||||
Stock options exercisable as of December 31, 2021
|
1,719
|
2.19
|
4.22
|
0.64
|
●
|
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 - 10.72 USD per share (2020 - 8.84 USD per share)
|
●
|
Risk-Free Interest Rate - 1.14% (2020 - 0.93%)
|
●
|
Volatility - 51.89% (2020 - 53.24%)
|
●
|
Expected dividend: None
|
|
Number of RSUs (thousands)
|
Weighted average grant date fair value
|
|||
At December 31, 2020
|
2,583
|
1.37
|
|||
RSU granted
|
1,619
|
13.88
|
|||
Forfeit during the period
|
(576
|
)
|
3.34
|
||
Settled (i)
|
(625
|
)
|
1.57
|
||
At December 31, 2021
|
3,001
|
7.70
|
●
|
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 - 13.06 USD per share
|
●
|
Risk-free interest rate in Brazilian Reais: 8.81%
|
●
|
Volatility: 47.69%
|
●
|
Expected dividend: None
|
|
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 period
|
23.57
|
12.37
|
-
|
5.47
|
|||||||
Forfeit during the period
|
-
|
-
|
-
|
-
|
|||||||
Exercised during the period
|
-
|
-
|
-
|
-
|
|||||||
At December 31, 2021
|
23.57
|
12.37
|
6.35
|
5.47
|
|
Number of RSUs (thousands)
|
Weighted average grant date fair value
|
|||
At December 31, 2020
|
-
|
-
|
|||
RSU granted
|
94.9
|
11.22
|
|||
Forfeit during the period
|
-
|
-
|
|||
Settled (i)
|
(11.87
|
)
|
11.22
|
||
At December 31, 2021
|
83.03
|
11.22
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||
December 31, 2021
|
December 31, 2020
|
December 31, 2021
|
December 31, 2020
|
||||||||
Subscription cost
|
71
|
43
|
696
|
84
|
|||||||
Services cost
|
79
|
27
|
376
|
78
|
|||||||
Sales and marketing
|
610
|
776
|
5,530
|
991
|
|||||||
Research and development
|
(176
|
)
|
781
|
5,896
|
1,131
|
||||||
General and administrative
|
1,008
|
351
|
7,087
|
1,011
|
|||||||
Total
|
1,592
|
1,978
|
19,585
|
3,295
|
(i) |
Financial instruments valued at amortized cost
Financial instruments valued at amortized cost represent financial assets and liabilities whose Group’s business model maintained to receive contractual cash flows. The aforementioned
comprise exclusively payments of principal and interest on the principal amount outstanding. Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to
impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified, or impaired.
The Group has the following financial instruments valued at amortized cost:
|
December 31, 2021
|
December 31, 2020
|
||||
Financial assets:
|
|||||
Cash and cash equivalents
|
121,006
|
58,557
|
|||
Restricted cash
|
1,183
|
1,429
|
|||
Trade receivables
|
40,825
|
24,491
|
|||
Total
|
163,014
|
84,477
|
|||
Financial liabilities
|
|||||
Trade payables
|
12,695
|
9,973
|
|||
Lease liabilities
|
5,991
|
6,153
|
|||
Loans and financing
|
3,279
|
6,359
|
|||
Accounts payable from acquisition of subsidiaries
|
1,470
|
3,458
|
|||
Total
|
23,435
|
25,943
|
(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
|
177,191
|
16,969
|
|||
Derivative financial instruments (i)
|
-
|
174
|
|||
Total
|
177,191
|
17,143
|
(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$ 2,053 in December 2021.The hedge contracts have a due date of each quarterly installment to be paid. For the Year ended December 31, 2021, US$ 722 of unrealized gains related to changes in the fair value of foreign exchange SWAP contracts was recognized. |
Carrying amount
|
|||||
December 31, 2021
|
December 31, 2020
|
||||
Financial liabilities:
|
|||||
Current
|
|||||
Derivative financial instruments (ii)
|
133
|
-
|
|||
Accounts payable from acquisition of subsidiaries (”earn-out”)
|
4,953
|
542
|
|||
Total
|
5,086
|
542
|
(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$ 4.600 in December 2021, renewing the hedge position that expired in the same month. The hedge
contracts have a due date in March 2022. For the Year ended December 31, 2021, US$ 133 of unrealized losses related to changes in the fair value of foreign exchange NDF contracts was recognized.
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||
December 31, 2021
|
December 31, 2020
|
December 31, 2021
|
December 31, 2020
|
||||||||
Net gain (loss) on derivative financial instruments
|
(73
|
)
|
(23
|
)
|
(193
|
)
|
(174
|
)
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||
December 31, 2021
|
December 31, 2020
|
December 31, 2021
|
December 31, 2020
|
||||||||
Net gain (loss) on marketable securities and short-term investments
|
428
|
425
|
640
|
1,116
|
December 31, 2021
|
||||||||
Level 1
|
Level 2
|
Level 3
|
||||||
Assets
|
||||||||
Short-term investments
|
177,191
|
-
|
-
|
|||||
Liabilities
|
||||||||
Derivative financial instruments
|
-
|
133
|
-
|
|||||
Accounts payable from acquisition of subsidiaries (“earn-out”)
|
-
|
-
|
4,953
|
December 31, 2020
|
||||||||
Level 1
|
Level 2
|
Level 3
|
||||||
Assets
|
||||||||
Marketable securities
|
16,969
|
-
|
-
|
|||||
Derivative financial instruments
|
-
|
174
|
-
|
|||||
Liabilities
|
||||||||
Accounts payable from acquisition of subsidiaries (“earn-out”)
|
-
|
-
|
542
|
•
|
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the
end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
|
•
|
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques
which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in
level 2.
|
•
|
Level 3: If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity
securities.
|
•
|
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
|
542
|
|
Acquisitions of subsidiaries
|
6,483
|
|
Payments of principal/finance charges - earn-out
|
(1,378
|
)
|
Earn-out adjustments
|
(785
|
)
|
Exchange rate effect
|
91
|
|
At December 31, 2021
|
4,953
|
b.
|
Fair values of other financial instruments (unrecognized)
|
Carrying amount
|
Fair value
|
||||
Financial liabilities
|
|||||
Loans and financing
|
3,279
|
3,472
|
|||
Total
|
3,279
|
3,472
|
Three months ended
|
Twelve months ended
|
|||||||
December
31, 2021
|
December
31, 2020
|
December
31, 2021
|
December
31, 2020
|
|||||
(in millions of U.S. Dollars, unless otherwise indicated)
|
||||||||
GMV
|
2,905.6
|
2,533.9
|
9,665.8
|
7,488.8
|
||||
GMV growth FX neutral (%)
|
16.1
|
%
|
130.2
|
%
|
31.1
|
%
|
134.9
|
%
|
For the three months ended
(unaudited)
|
||||||||||||||||||||||||||||||||||||
(in US$ millions)
|
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
|
|||||||||||||||||||||||||||
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
|
)
|
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
|
)
|
|||||||||||||||||||||
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
|
||||||||||||||||||||||||||
Income (loss) before income tax
|
(0.9
|
)
|
(5.9
|
)
|
7.7
|
5.0
|
(3.3
|
)
|
(13.3
|
)
|
(17.6
|
)
|
(24.8
|
)
|
(14.3
|
)
|
||||||||||||||||||||
Income tax
|
(0.6
|
)
|
0.7
|
(2.0
|
)
|
(2.0
|
)
|
(0.9
|
)
|
0.8
|
2.1
|
2.8
|
3.7
|
|||||||||||||||||||||||
Net loss of the period
|
(1.5
|
)
|
(5.2
|
)
|
5.7
|
3.0
|
(4.3
|
)
|
(12.5
|
)
|
(15.5
|
)
|
(22.0
|
)
|
(10.6
|
)
|
||||||||||||||||||||
Loss per share
|
||||||||||||||||||||||||||||||||||||
Basic and diluted income (loss)
per share (US$)
|
(0.09
|
)
|
(0.03
|
)
|
0.03
|
0.02
|
(0.02
|
)
|
(0.07
|
)
|
(0.09
|
)
|
(0.12
|
)
|
(0.06
|
)
|
|
For the Three Months ended
(unaudited)
|
|||||||||||||||||
|
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
|
|||||||||
Total revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|
||||||||||||||||||
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
|
)%
|
|
||||||||||||||||||
Total cost
|
(35.0
|
)%
|
(40.5
|
)%
|
(29.6
|
)%
|
(31.7
|
)%
|
(40.7
|
)%
|
(41.8
|
)%
|
(39.6
|
)%
|
(40.1
|
)%
|
(37.1
|
)%
|
|
||||||||||||||||||
Gross profit
|
65.0
|
%
|
59.5
|
%
|
70.4
|
%
|
68.3
|
%
|
59.3
|
%
|
58.2
|
%
|
60.4
|
%
|
59.9
|
%
|
62.9
|
%
|
Operating expenses
|
||||||||||||||||||
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
|
)%
|
|
||||||||||||||||||
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
|
)%
|
|
||||||||||||||||||
Income tax
|
(2.9
|
)%
|
4.0
|
%
|
(8.1
|
)%
|
(7.2
|
)%
|
(3.2
|
)%
|
3.2
|
%
|
6.9
|
%
|
8.8
|
%
|
10.0
|
%
|
|
||||||||||||||||||
Net loss of the period
|
(7.3
|
)%
|
(31.2
|
)%
|
22.4
|
%
|
10.8
|
%
|
(14.7
|
)%
|
(48.1
|
)%
|
(50.1
|
)%
|
(68.9
|
)%
|
(28.6
|
)%
|
|
For the Three Months ended
(unaudited)
|
||||||||||||||
|
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)
|
||||||||||||||
Income (loss) from operation
|
0.2
|
(3.1
|
)
|
6.1
|
5.5
|
(2.1
|
)
|
(12.0
|
)
|
(16.4
|
)
|
(24.4
|
)
|
(13.1
|
)
|
|
|||||||||||||||
Share-based compensation expense
|
0.5
|
0.3
|
0.4
|
0.6
|
2
|
3.2
|
5.5
|
9.3
|
1.6
|
||||||
Amortization of intangibles related to acquisitions
|
0.2
|
0.4
|
0.2
|
0.1
|
0.2
|
0.3
|
0.5
|
0.5
|
0.7
|
||||||
Offering expenses (“IPO”) (i)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1.3
|
-
|
||||||
|
|||||||||||||||
Non-GAAP Income (Loss) from Operations
|
0.9
|
2.4
|
6.8
|
6.3
|
0.1
|
(8.5
|
)
|
(10.4
|
)
|
(13.3
|
)
|
(10.9
|
)
|
Three months ended
(unaudited)
|
Twelve months ended
|
|||||||||
December 31,
2021
|
December 31,
2020
|
December 31,
2021
|
December 31,
2020
|
|||||||
(in US$ thousands)
|
||||||||||
Subscription revenue
|
34,529
|
27,672
|
118,466
|
93,366
|
||||||
Services revenue
|
2,587
|
1,435
|
7,307
|
5,310
|
||||||
Total revenue
|
37,116
|
29,107
|
125,773
|
98,676
|
||||||
Subscription cost (1)
|
(10,469
|
)
|
(9,841
|
)
|
(38,380
|
)
|
(27,801
|
)
|
||
Services cost (1)
|
(3,291
|
)
|
(2,017
|
)
|
(11,212
|
)
|
(7,050
|
)
|
||
Total cost
|
(13,760
|
)
|
(11,858
|
)
|
(49,592
|
)
|
(34,851
|
)
|
||
Gross profit
|
23,356
|
17,249
|
76,181
|
63,825
|
||||||
Operating expenses
|
||||||||||
General and administrative (1)
|
(6,913
|
)
|
(5,120
|
)
|
(31,889
|
)
|
(13,961
|
)
|
||
Sales and marketing (1)
|
(17,459
|
)
|
(7,488
|
)
|
(63,521
|
)
|
(23,844
|
)
|
||
Research and development (1)
|
(11,915
|
)
|
(6,827
|
)
|
(45,186
|
)
|
(19,039
|
)
|
||
Other income (losses)
|
(211
|
)
|
123
|
(1,514
|
)
|
(462
|
)
|
|||
Income (loss) from operation
|
(13,142
|
)
|
(2,063
|
)
|
(65,929
|
)
|
6,519
|
|||
Financial result
|
(1,369
|
)
|
(1,325
|
)
|
(4,644
|
)
|
(3,134
|
)
|
||
Gain/loss on investment
|
190
|
51
|
587
|
78
|
||||||
Income (loss) before income tax
|
(14,321
|
)
|
(3,337
|
)
|
(69,986
|
)
|
3,463
|
|||
Income tax
|
3,696
|
(930
|
)
|
9,472
|
(4,288
|
)
|
||||
Net income (loss) of the for the period
|
(10,625
|
)
|
(4,267
|
)
|
(60,514
|
)
|
(825
|
) |
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||
December 31,
2021
|
December 31,
2020
|
December 31,
2021 |
December 31,
2020
|
||||||||
(in US$ thousands)
|
|||||||||||
Subscription cost
|
71
|
43
|
696
|
84
|
|||||||
Services cost
|
79
|
27
|
376
|
78
|
|||||||
Research and development
|
(176
|
)
|
781
|
5,896
|
1,131
|
||||||
Sales and marketing
|
610
|
776
|
5,529
|
991
|
|||||||
General and administrative
|
1,008
|
351
|
7,087
|
1,011
|
|||||||
Total
|
1,592
|
1,978
|
19,584
|
3,295
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||
(in US$ thousands, except percentages)
|
December 31,
2021
|
December 31,
2020
|
Variation
|
December 31,
2021
|
December 31,
2020
|
Variation
|
|||
Subscription revenue
|
34,529
|
27,672
|
24.8
|
%
|
118,466
|
93,366
|
26.9
|
%
|
|
Services revenue
|
2,587
|
1,435
|
80.3
|
%
|
7,307
|
5,310
|
37,6
|
%
|
|
Total revenue
|
37,116
|
29,107
|
27.5
|
%
|
125,773
|
98,676
|
27.5
|
%
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||||
(in US$ thousands, except
percentages)
|
December 31,
2021 |
December 31,
2020
|
Variation
|
December
31, 2021
|
December
31, 2020
|
Variation
|
|||||||
Subscription cost
|
(10,469
|
)
|
(9,841
|
)
|
6.4
|
%
|
(38,380
|
)
|
(27,801
|
)
|
38.1
|
%
|
|
Services cost
|
(3,291
|
)
|
(2,017
|
)
|
63.2
|
%
|
(11,212
|
)
|
(7,050
|
)
|
59.0
|
%
|
|
Total cost
|
(13,760
|
)
|
(11,858
|
)
|
16.0
|
%
|
(49,592
|
)
|
(34,851
|
)
|
42.3
|
%
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||||
(in US$ thousands, except
percentages)
|
December 31,
2021
|
December 31,
2020
|
Variation
|
December 31,
2021
|
December 31,
2020
|
Variation
|
|||||||
General and administrative
|
(6,913
|
)
|
(5,120
|
)
|
35.0
|
%
|
(31,889
|
)
|
(13,961
|
)
|
128.4
|
%
|
|
Percentage of total revenue
|
18.6
|
%
|
17.6
|
%
|
-
|
25.4
|
%
|
14.1
|
%
|
-
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||||
(in US$ thousands, except
percentages)
|
December
31, 2021 |
December
31, 2020
|
Variation
|
December
31, 2021
|
December
31, 2020
|
Variation
|
|||||||
Sales and marketing
|
(17,459
|
)
|
(7,488
|
)
|
132.2
|
%
|
(63,521
|
)
|
(23,844
|
)
|
166.4
|
%
|
|
Percentage of total revenue
|
47.0
|
%
|
25.7
|
%
|
-
|
50.5
|
%
|
24.2
|
%
|
-
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||||
(in US$ thousands, except
percentages)
|
December 31,
2021
|
December
31, 2020
|
Variation
|
December
31, 2021
|
December
31, 2020
|
Variation
|
|||||||
Research and development
|
(11,915
|
)
|
(6,827
|
)
|
74.5
|
%
|
(45,186
|
)
|
(19,039
|
)
|
137.3
|
%
|
|
Percentage of total revenue
|
32.1
|
%
|
23.5
|
%
|
-
|
35.9
|
%
|
19.3
|
%
|
-
|
Three months ended
(unaudited)
|
Twelve months ended
|
||||||||||||
(in US$ thousands, except
percentages)
|
December 31,
2021
|
December 31,
2020
|
Variation
|
December 31,
2021
|
December 31,
2020
|
Variation
|
|||||||
Financial income
|
2,295
|
986
|
132.8
|
%
|
7,414
|
3,904
|
89.9
|
%
|
|||||
Financial expense
|
(3,664
|
)
|
(2,311
|
)
|
58,5
|
%
|
(12,058
|
)
|
(7,038
|
)
|
71.3
|
%
|
|
Financial result
|
(1,369
|
)
|
(1,325
|
)
|
3.3
|
%
|
(4,644
|
)
|
(3,134
|
)
|
48.2
|
%
|
For the Twelve months ended
|
||||
(in US$ thousands, except percentages)
|
December 31, 2021
|
December 31, 2020
|
||
Net cash provided by (used in) operating activities
|
(52,991
|
)
|
11,165
|
|
Net cash provided by (used in) investing activities
|
(166,781
|
)
|
(6,096
|
)
|
Net cash provided by financing activities
|
283,683
|
24,959
|
||
Increase in cash and cash equivalents
|
63,911
|
30,028
|
●
|
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
|
●
|
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$0.8 million for the year ended December 31, 2020, primarily due to the expansion of our
workforce.
|
Transaction
|
Interest rate risk (i)
|
Book value
|
|
(in millions of US$)
|
|||
Loans and financing
|
SELIC, CDI and TJLP
|
3.3
|
|
Accounts payable on acquisition of subsidiaries
|
CDI
|
1.5
|
VTEX
|
||
By: |
/s/ André Spolidoro Ferreira Gomes
|
|
Name: |
André Spolidoro Ferreira Gomes
|
|
Title: |
Chief Financial Officer
|