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Vtex (VTEX)

Filed: 11 Aug 22, 4:16pm
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF
1934

For the month of August 2022.
 
Commission File Number 001-40626
 
VTEX
(Exact name of registrant as specified in its charter)
 
N/A
(Translation of registrant’s name into English)
 
125 Kingsway, WC2B
6NH London, United
Kingdom
(Address of principal executive office)


 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 

Form 20-F ☒ Form 40-F ☐
 

 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐


Table of Contents
 
 
 
PART I - FINANCIAL INFORMATION
3
 
 
Item 1 - Financial Statements
3
 
 
Condensed consolidated interim Balance Sheets
4
 
 
Condensed consolidated interim Statements of Profit or Loss
6
 
 
Condensed consolidated interim Statements of Changes in Shareholder’s Equity
7
 
 
Condensed consolidated interim Statements of Cash Flows
8
 
 
Notes to condensed consolidated interim Financial Statements
9
 
 
Item 2 – Management’s discussion and analysis of financial condition and results of operations
28
 
 
PART II - OTHER INFORMATION
43
 
 
Item 1 - Signatures
43


PART I - FINANCIAL INFORMATION
 

 
Item 1 - Financial Statements
 

 
Index to Financial Statements
 
VTEX
 

 
Condensed consolidated interim Financial Statements
 
Condensed consolidated interim Balance Sheets
 
Condensed consolidated interim Statements of Profit or Loss
 
Condensed consolidated interim Statements of Changes in Shareholder’s Equity
 
Condensed consolidated interim Statements of Cash Flows
 
Notes to the condensed consolidated interim Financial Statements


 
VTEX
Condensed consolidated interim balance sheet
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


  June 30, 2022  December 31, 2021 
ASSETS      
Current assets      
Cash and cash equivalents
  
29,667
   
121,006
 
Restricted cash
  
694
   
1,183
 
Marketable securities and short-term investments
  
225,113
   
177,191
 
Trade receivables
  
32,669
   
34,682
 
Recoverable taxes
  
5,053
   
6,881
 
Deferred commissions
  
396
   
263
 
Prepaid expenses
  
4,806
   
7,911
 
Other current assets
  
-
   
399
 
Total current assets  
298,398
   
349,516
 
 
Non-current assets
        
Trade receivables
  
5,530
   
6,143
 
Deferred tax assets
  
18,771
   
12,572
 
Prepaid expenses
  
345
   
343
 
Recoverable taxes
  
2,223
   
556
 
Deferred commissions  
1,705
   
1,246
 
Other non-current assets
  
902
   
435
 
Right-of-use assets
  
5,623
   
5,183
 
Property and equipment, net
  
4,570
   
4,711
 
Intangible assets, net
  
32,393
   
33,644
 
Investment in joint venture
  
544
   
621
 
Total non-current assets  
72,606
   
65,454
 
Total assets  
371,004
   
414,970
 


The above condensed consolidated interim balance sheet should be read in conjunction with the accompanying notes.

4


VTEX
Condensed consolidated interim balance sheet
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


LIABILITIES June 30, 2022  December 31, 2021 
Current liabilities      
Accounts payable and accrued expenses
  
30,168
   
29,537
 
Loans and financing
  
2,396
   
2,087
 
Taxes payable
  
3,733
   
5,035
 
Lease liabilities
  
1,493
   
1,105
 
Deferred revenue
  
16,531
   
16,598
 
Derivative financial instruments
  
-
   
133
 
Accounts payable from acquisition of subsidiaries
  
1,552
   
4,260
 
Other current liabilities
  
158
   
133
 
Total current liabilities  56,031   58,888 
 
Non-current liabilities
        
Accounts payable and accrued expenses
  
482
   
1,977
 
Loans and financing
  
-
   
1,192
 
Taxes payable
  
160
   
160
 
Lease liabilities
  
4,931
   
4,886
 
Accounts payable from acquisition of subsidiaries
  
-
   
2,163
 
Deferred revenue
  
15,581
   
16,204
 
Deferred tax liabilities
  
2,240
   
2,045
 
Other non-current liabilities
  
420
   
266
 
Total non-current liabilities  23,814   28,893 
EQUITY        
 Issued capital  
19
   
19
 
 Capital reserve
  
395,034
   
390,466
 
 Other reserves  
604
   
652
 
Accumulated losses
  
(104,508
)
  
(63,955
)
Equity attributable to VTEX’s shareholders  291,149   327,182 
Non-controlling interests
  
10
   
7
 
Total shareholders’ equity  291,159   327,189 
Total liabilities and equity  371,004   414,970 

The above condensed consolidated interim balance sheet should be read in conjunction with the accompanying notes.
5


VTEX
Condensed consolidated interim statements of profit or loss
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated



  Three months ended  Six months ended 
  
June 30,
2022
  
June 30,
2021
  
June 30,
2022
  
June 30,
2021
 
             
Subscription revenue
  
36,649
   
29,652
   
69,230
   
54,310
 
Services revenue
  
2,065
   
1,217
   
4,151
   
2,483
 
                 
Total revenue  
38,714
   
30,869
   
73,381
   
56,793
 
                 
Subscription cost
  
(10,166
)
  
(9,461
)
  
(20,162
)
  
(18,176
)
Services cost
  
(2,842
)
  
(2,757
)
  
(5,449
)
  
(4,865
)
                 
Total cost  
(13,008
)
  
(12,218
)
  
(25,611
)
  
(23,041
)
                 
Gross profit  
25,706
   
18,651
   
47,770
   
33,752
 
                 
Operating Expenses                
General and administrative
  
(7,431
)
  
(7,806
)
  
(14,352
)
  
(15,029
)
Sales and marketing
  
(21,318
)
  
(15,697
)
  
(39,218
)
  
(26,732
)
Research and development
  
(15,409
)
  
(10,669
)
  
(29,334
)
  
(19,092
)
Other losses
  
(474
)
  
(868
)
  
(465
)
  
(1,317
)
                 
Loss from operation  
(18,926
)
  
(16,389
)
  
(35,599
)
  
(28,418
)
                 
Financial income
  
4,696
   
2,136
   
8,988
   
2,548
 
Financial expense
  
(10,122
)
  
(3,490
)
  
(19,135
)
  
(5,257
)
                 
Financial result, net  
(5,426
)
  
(1,354
)
  
(10,147
)
  
(2,709
)
                 
Equity results
  
268
   
139
   
487
   
235
 
                 
Loss before income tax  (24,084)  (17,604)  (45,259)  (30,892)
                 
Income tax                
Current
  
(574
)
  
(297
)
  
(1,001
)
  
(504
)
Deferred
  
3,193
   
2,432
   
5,705
   
3,466
 
Total income tax  
2,619
   
2,135
   
4,704
   
2,962
 
                 
Net loss for the period  
(21,465
)
  
(15,469
)
  
(40,555
)
  
(27,930
)
                 
Attributable to controlling shareholders  (21,464)  (15,469)  (40,553)  (27,927)
 
Non-controlling interest
  (1)  -   (2)  (3)
Loss per share
                
Basic loss per share  (0.112)  (0.090)  (0.212)  (0.163)
Diluted loss per share  (0.112)  (0.090)  (0.212)  (0.163)


The above condensed consolidated interim statements of profit or loss should be read in conjunction with the accompanying notes.


6


VTEX
Condensed consolidated interim statements of changes in shareholders’ equity
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated



  
Issued
capital
  
Capital
reserve
  
Other
reserves
  
Accumulated
losses
  
Total equity
attributable to
VTEX’s
shareholders
  
Non-
controlling
interests
  
Total
shareholders'
 equity
 
At January 1, 2021  17   78,945   104   (3,444)  75,622   126   75,748 
Loss for the period
  
-
   
-
   
-
   
(27,927
)
  
(27,927
)
  
(3
)
  
(27,930
)
Foreign cumulative conversion adjustment
  
-
   
-
   
304
   
-
   
304
   
-
   
304
 
Transactions with owners of the Company                            
Exercise of stock options
  
-
   
927
   
-
   
-
   
927
   
-
   
927
 
Issue of ordinary shares as consideration for a business combination
  
-
   
1,469
   
-
   
-
   
1,469
   
-
   
1,469
 
Capital contribution
  
-
   
1,000
   
-
   
-
   
1,000
   
-
   
1,000
 
Buyback of shares
  
-
   
(407
)
  
-
   
-
   
(407
)
  
-
   
(407
)
Share-based compensation
  
-
   
3,995
   
-
   
-
   
3,995
   
-
   
3,995
 
Transactions with non-controlling interests
  
-
   
96
   
-
   
-
   
96
   
(123
)
  
(27
)
   
-
   
7,080
   
-
   
-
   
7,080
   
(123
)
  
6,957

At June 30, 2021  17   86,025   408   (31,371)  55,079   -   55,079 
                             
                             
At January 1, 2022  19   390,466   652   (63,955)  327,182   7   327,189 
                             
Loss for the period
  
-
   
-
   
-
   
(40,553
)
  
(40,553
)
  
(2
)
  
(40,555
)
Foreign cumulative conversion adjustment
  
-
   
-
   
(48
)
  
-
   
(48
)
  
-
   
(48
)
Transactions with owners of the Company                            
Exercise of stock options
  
-
   
28
   
-
   
-
   
28
   
-
   
28
 
Issue of ordinary shares as consideration for a business combination
  
-
   
3
   
-
   
-
   
3
   
-
   
3
 
Share-based compensation
  
-
   
4,537
   
-
   
-
   
4,537
   
-
   
4,537
 
Transactions with non-controlling interests
  
-
   
-
   
-
   
-
   
-
   
5
   
5
 
   
-
   
4,568
   
-
   
-
   
4,568
   
5
   
4,573
 
At June 30, 2022  19   395,034   604   (104,508)  291,149   10   291,159 


The above condensed consolidated interim statements of changes in shareholders’ equity should be read in conjunction with the accompanying notes.

7

VTEX
Condensed consolidated interim statements of cash flows
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


  Six months ended 
  June 30, 2022  June 30, 2021 
       
Loss for the period  (40,555)  (27,930)
Adjustments on loss for the period        
Depreciation and amortization
  
2,205
   
1,814
 
Deferred income tax
  
(5,705
)
  
(3,466
)
Loss on disposal of rights of use, property, equipment, and intangible assets
  
(126
)
  
1
 
Allowance for doubtful accounts
  
509
   
294
 
Share-based compensation
  
4,537
   
3,995
 
Provision for payroll taxes (share-based compensation)
  
(2,147
)
  
-
 
Adjustment of hyperinflation
  
2,079
   
876
 
Profit on investments in joint venture
  
(487
)
  
(235
)
Fair value losses
  
7,970
   
(88
)
Other costs and foreign exchange, net
  
(487
)
  
27
 
Working capital adjustments        
Trade receivables
  
2,042
   
(6,553
)
Recoverable taxes
  
(162
)
  
(47
)
Prepaid expenses
  
3,204
   
(2,450
)
Other assets
  
(164
)
  
28
 
Accounts payable and accrued expenses
  
1,086
   
9,422
 
Taxes payable
  
(645
)
  
206
 
Deferred revenue
  
(1,541
)
  
6,894
 
Other liabilities
  
368
   
(525
)
Cash used in operating activities  (28,019)  (17,737)
Income tax paid
  
(603
)
  
(3,879
)
Net cash used in operating activities  (28,622)  (21,616)
Cash flows from investing activities        
Dividends received
  
146
   
-
 
Purchase of short-term investment
  
(110,991
)
  
-
 
Redemption of short-term investment
  
53,057
   
-
 
Redemption of marketable securities
  
-
   
3,316
 
Interest received
  
267
   
384
 
Dividend income from financial instruments
  
30
   
-
 
Payment of business acquired
  
(1,512
)
  
(4,449
)
Acquisitions of property and equipment
  
(166
)
  
(1,065
)
Net cash used in investing activities  (59,169)  (1,814)
Cash flows from financing activities        
Derivative financial instruments
  
(718
)
  
-
 
Changes in restricted cash
  
575
   
69
 
Proceeds from the exercise of stock options
  
28
   
927
 
Net-settlement of share-based payment
  
(783
)
  
-
 
Capital increase
  
-
   
1,000
 
Buyback of shares
  
-
   
(2,423
)
Payment of loans and financing
  
(1,327
)
  
(9,653
)
Interest paid
  
(36
)
  
(59
)
Principal elements of lease payments
  
(574
)
  
(460
)
Lease interest paid
  
(351
)
  
(351
)
Net cash used in financing activities  (3,186)  (10,950)
Net decrease in cash and cash equivalents  (90,977)  (34,380)
Cash and cash equivalents, beginning of the period  121,006   58,557 
Effect of exchange rate changes  (362)  (579)
Cash and cash equivalents, end of the period  29,667   23,598 
Supplemental cash flow information:        
Lease liabilities arising from obtaining right-of-use assets
  
1,020
   
156
 
Issue of ordinary shares as consideration for a business combination
  
3
   
1,469
 
Unpaid amount related to acquisition of non-controlling interest
  
-
   
27
 
Unpaid amount related to business combinations
  
-
   
9,810
 
Dividends receivable used to pay accounts from acquisition of subsidiaries
  
448
   
-
 
Transactions with non-controlling interests
  
5
   
-
 

The above condensed consolidated interim statement of cash flows should be read in conjunction with the accompanying notes.

8

VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


1.
General information

VTEX (“VTEX” or the “Company”) and its subsidiaries, or collectively referred to as the “Group”, provide 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.

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 Company's shares, under the symbol “VTEX”, are listed on the New York Stock Exchange (“NYSE”).

The following entities are part of the Group and are being consolidated in these unaudited interim condensed financial statements:

     Interest held by the Group (%)
 Company
Place of business/
country of
incorporation
Relationship
Principal
business
activity
June 30,
2022
December
31, 2021
June 30,
2021
        
 VTEX (“VTEX”)
Cayman
Holding
Technology
Services
   
 VTEX Informatica S.A. (“VTEX ARG”)
Argentina
Subsidiary
Technology
Services
100100100
 
VTEX Brasil Tecnologia para E-
commerce LTDA. (“VTEX Brazil”)
Brazil
Subsidiary
Technology
Services
100100100
 
VTEX Publicidade e Eventos Ltda
(“VTEX DAY”)
Brazil
Subsidiary
Production
of events
100100100
 
Ciashop Soluções para Comércio
Eletrônico S.A. (“Ciashop”)
Brazil
Subsidiary
Technology
Services
--100
 
Loja Integrada Tecnologia
Para Softwares S.A. (“Loja Integrada”)
Brazil
Subsidiary
Technology
Services
99.7699.87100
 VTEX Chile SPA (“VTEX CHI”)
Chile
Subsidiary
Technology
Services
100100100
 
VTEX Colombia Tecnologia para
Ecommerce S.A.S. (“VTEX COL”)
Colombia
Subsidiary
Technology
Services
100100100
 
VTEX Commerce Cloud Solutions LLC
(“VTEX USA”)
USA
Subsidiary
Technology
Services
100100100
 WebLinc Corporation (“WorkArea”)
USA
Subsidiary
Technology
Services
--100
 
VTEX Ecommerce Platform Limited
(“VTEX UK”)
UK
Subsidiary
Technology
Services
100100100
 EICOM Limited (“EICOM”)
UK
Subsidiary
Technology
Services
--100
 
Soluciones Cloud en Ecommerce
S.R.L. de C.V. (“VTEX MEX”)
Mexico
Subsidiary
Technology
Services
99.9999.9999.99
 
EI Education S.A.P.I de C.V.
(“Escuela”)
 
Mexico
Subsidiary
Technology
Services
100100100
 
Suiteshare Tecnologia da Informação 
S.A. (“Suiteshare”) (ii)
Brazil
Subsidiary
Technology
Services
-
100100
 
Peru Tecnologia para ECOMMERCE
S.A.C. (“VTEX PERU”)
Peru
Subsidiary
Technology
Services
100100100
 
VTEX Platform España, S.L. ("VTEX
ESP") (i)
Spain
Subsidiary
Technology
Services
100--
 
Vtex Ecommerce Platform Limited -
Sede Secondaria (“VTEX ITA”)
 
Italy
Branch
Technology
Services
100100-
 
Vtex Ecommerce Platform Limited
London - Sucursala Bucuresti (“VTEX
ROM”)
Romania
Branch
Technology
Services
100100-
 
Vtex Ecommerce Platform Limited –
Sucursal em Portugal (“VTEX PORT”)
Portugal
Branch
Technology
Services
100100-


(i)
VTEX ESP was created in March/2022 to fulfill the Group’s operational needs.
(ii)
Suiteshare was merged into VTEX Brazil in March/2022.

The Group also holds VT Comercio, a joint venture (“JV”) established in July 2019 with a participation of 50%.
9

VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


2.
Basis of Presentation and Consolidation


The accounting policies described in detail below have been consistently applied to all periods presented in these unaudited condensed consolidated interim financial statements, unless otherwise stated. The financial statements are applicable for the group consisting of VTEX and its subsidiaries. The accounting policies have been consistently applied by the Group.

a.Basis for preparation of the unaudited condensed consolidated interim  financial statements


The unaudited condensed consolidated interim financial statements of VTEX Group for the six-month period ended June 30, 2022, have been prepared in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).


The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in an annual consolidated financial statement. Accordingly, this report is to be read in conjunction with the Group’s annual consolidated financial statements for the year ended December 31, 2021, and any public announcements made by the Group during the interim reporting period.


The accounting policies adopted are consistent with those of the previous financial year, except for the income tax estimation (see note 6) and the adoption of new and amended standards as set out below.


The unaudited condensed consolidated interim financial statements are presented in U.S. dollars (“USD”, “US$”, or “$”), which is the Company’s functional and presentation currency. All amounts are rounded to the nearest thousands, except when otherwise indicated.

b.New standards, interpretations, and amendments adopted by the Group


In 2022 the Company has adopted the following new interpretation and amendments: (i) Amendments to IAS 16 - Property, Plant and Equipment; (ii) Amendments to IFRS 3 - Business Combinations; and (iii) Annual Improvements to IFRS Standards 2018–2020.


These interpretations and amendments had no impact on the unaudited condensed consolidated interim financial statements of the Group.

c.
Critical estimates and accounting judgments



Management has made judgments and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates. Accounting estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are recognized prospectively.


In preparing these unaudited condensed consolidated interim financial statements, the significant judgments and estimates made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those set at the consolidated financial statements for the year ended December 31, 2021. No retrospective adjustments were made.


3.Cash and cash equivalents


   June 30, 2022  December 31, 2021 
 
Cash and cash bank deposits
  
24,501
   
120,928
 
 
Time deposits and other investments
  
2,262
   
-
 
 
Investment funds
  
2,904
   
78
 
          
 Cash and cash equivalents  29,667   121,006 

10

VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated

 
4.
Marketable securities and short term investments
 

   June 30, 2022  December 31, 2021 
 Short-term investments  
225,113
   
177,191
 
 Marketable securities and short-term investments
  225,113   177,191 


4.1.
Short-term investments

 
The following table shows the changes in the balances:
 

   2022 
 Opening balance on January 1  177,191 
 
Additions
  
110,991
 
 
Redemption
  
(53,057
)
 
Losses
  
(9,147
)
 
Exchange differences
  
(865
)
 Closing balances on June 30  225,113 

5.
Trade receivables

 
 
Trade receivables are as follows:
 

   June 30, 2022  December 31, 2021 
 
Trade receivables
  
39,393
   
41,972
 
 
Loss allowances
  
(1,194
)
  
(1,147
)
 Total trade receivables  38,199   40,825 
          
 
Current
  
32,669
   
34,682
 
 
Non-current
  
5,530
   
6,143
 

 
The changes in loss allowances for trade receivables are as follows:


   2022 
 Opening balance on January 1  (1,147)
 
Addition, net
  
(509
)
 
Write-off
  
427
 
 
Exchange differences
  
35
 
 Closing balances on June 30  (1,194)

11


VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


  The trade receivables by maturity are distributed as follows:

   June 30, 2022  December 31, 2021 
 Current  
35,564
   
38,456
 
 Overdue:        
 
From 1 to 30 days
  
1,586
   
1,251
 
 
From 31 to 60 days
  
572
   
847
 
 
From 61 to 90 days
  
345
   
439
 
 
From 91 to 120 days
  
271
   
113
 
 
From 121 to 300 days
  
1,055
   
866
 
 Total  39,393   41,972 

6.
Current and deferred tax

6.1.
Deferred tax assets

   June 30, 2022  December 31, 2021 
 
Loss allowances for financial assets
  
146
   
75
 
 
Bonus provision
  
1,073
   
750
 
 
Lease
  
402
   
366
 
 
Share-based compensation
  
2,729
   
3,224
 
 
Hyperinflationary adjustments
  
63
   
89
 
 
Tax loss (i)
  
12,055
   
6,445
 
 
Others (ii)
  
2,303
   
1,623
 
 Total deferred tax assets   18,771   12,572 

(i)       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.
(ii)      This amount refers mainly to temporary differences over accrued expenses.

6.2.
Deferred tax liabilities
 
The balance comprises temporary differences attributable to:

   June 30, 2022  December 31, 2021 
 
Acquisition of subsidiaries
  
1,547
   
1,687
 
 
Temporary differences
  
559
   
283
 
 
Others
  
134
   
75
 
 Total deferred tax liabilities  2,240   2,045 

12


VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


6.3.
Income tax expense

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.

   Three months ended  Six months ended 
   
June 30,
2022
  
June 30,
2021
  
June 30,
2022
  
June 30,
2021
 
 Current tax            
 
Current tax on profits for the period
  
(574
)
  
(297
)
  
(1,001
)
  
(504
)
    (574)  (297)  (1,001)  (504)
 Deferred income tax                
 
Decrease in deferred tax
  
3,193
   
2,432
   
5,705
   
3,466
 
    3,193   2,432   5,705   3,466 
                  
 Income tax  2,619   2,135   4,704   2,962 


7.
Leases

7.1.
Amounts recognized in the balance sheet
 
The balance sheet shows the following amounts relating to leases:

 
 
 June 30, 2022  December 31, 2021 
 Right-of-use asset      
 
Office buildings
  
5,623
   
5,183
 
 Total  5,623   5,183 


 
 
 June 30, 2022  December 31, 2021 
 Lease liabilities      
 
Current
  
1,493
   
1,105
 
 
Non-current
  
4,931
   
4,886
 
 Total  6,424   5,991 

13


VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


The following table shows the changes in the right-of-use asset and lease liabilities:

   2022 
 Right-of-use asset   
 Opening balance on January 1  5,183 
 
New lease agreements
  
947
 
 
Remeasurement
  
131
 
 
Hyperinflation adjustment
  
1
 
 
Depreciation
  
(620
)
 
Write off
  
(352
)
 
Exchange differences
  
333
 
 Closing balances on June 30  5,623 
      
 Lease liabilities    
 Opening balance on January 1  5,991 
 
New lease agreements
  
947
 
 
Remeasurement
  
73
 
 
Interest added
  
351
 
 
Principal elements of lease payment
  
(574
)
 
Interest payment
  
(351
)
 
Write off
  
(423
)
 
Exchange differences
  
410
 
 Closing balances on June 30  6,424 


7.2.
Amounts recognized in the statement of profit or loss

The statement of profit or loss presents the following amounts relating to leases:

   Three months ended  Six months ended 
 
 
 June 30, 2022  June 30, 2021  June 30, 2022  June 30, 2021 
              
 
Depreciation charge of office
buildings
  
317
   
265
   
620
   
509
 
 
Interest expense (included in
finance expense)
  
175
   
175
   
351
   
351
 
                  
 Total  492   440   971   860 

14


VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


8.
Property and equipment, net

 
Details of the Group’s property and equipment balance are shown in the tables below:


   June 30, 2022  December 31, 2021 
 
Leasehold improvements
  
2,979
   
2,826
 
 
Machinery and equipment
  
298
   
279
 
 
Furniture and fixture
  
788
   
710
 
 
Computer and peripherals
  
4,316
   
3,987
 
 
Accumulated depreciation
  
(3,811
)
  
(3,091
)
 Property and equipment, net  4,570   4,711 


9.
Intangible assets, net

 
Details of intangible assets and changes in the Group’s intangible assets balances are presented below:


   June 30, 2022  December 31, 2021 
 
Software
  
4,342
   
4,090
 
 
Trademark
  
221
   
207
 
 
Intellectual property
  
2,673
   
2,541
 
 
Customer contracts
  
9,408
   
9,337
 
 
Goodwill
  
21,916
   
22,374
 
 
Others
  
526
   
493
 
 
Accumulated amortization
  
(6,693
)
  
(5,398
)
 Intangible assets, net  32,393   33,644 


10.
Accounts payable and accrued expenses

 
The breakdown of accounts payable and accrued expenses is as follows:


   June 30, 2022  December 31, 2021 
 
Trade payables
  
12,083
   
12,668
 
 
Accounts payable to related parties
  
24
   
27
 
 
Social charges
  
5,123
   
7,048
 
 
Profit-sharing
  
7,056
   
7,203
 
 
Provision for vacation and benefits
  
6,298
   
4,333
 
 
Other
  
66
   
235
 
 Total accounts payable and accrued expenses  30,650   31,514 
 
 
Current
  
30,168
   
29,537
 
 
Non-current
  
482
   
1,977
 

15


VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


11.
Loans and financing

11.1.
Breakdown of loans and financing
 
Loan and financing operations are summarized as follows:

 
 
 
 June 30,  December 31, 
  Interest rate
 Country
 Maturity
   2022    2021 
 
BNDES (i)
6.5% p.a.
 (Brazilian Reais)
 Brazil Mar/2023  
572
   
891
 
 
Itaú (ii)
 
100% CDI+ 2.65 p.a.
(Brazilian Reais)
 Brazil May/2023  
1,824
   
2,388
 
 Total       2,396   3,279 
               
 
Current
       
2,396
   2,087 
 
Non-current
       
-
   1,192 

(i)   In March 2017, the Group raised R$15,577 corresponding to US$5,014 from Brazilian National Bank for Economic and Social Development (BNDES) to finance the development of new ecommerce technologies.
(ii)  In June 2019, the Group raised €6,909, corresponding to US$7,782 for working capital purposes. On the same date, a swap was contracted to hedge the amount against foreign exchange rate, designating the financial instrument as a fair value hedge.


11.2.
Changes in loans and financing

   2022 
 Opening balance on January 1  3,279 
 
Payment of loans
  
(1,327
)
 
Interest charged
  
36
 
 
Interest paid
  
(36
)
 
Basis adjustment on the fair value hedge (i)
  
178
 
 
Exchange differences
  
266
 
 Closing balances on June 30  2,396 

(i)
In June 2019, the subsidiary VTEX BRA designated the loan in euros with Itaú bank as a fair value hedge. Losses on the financial instrument that are measured at fair value have been recognized as a financial expense.

16


VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


12.
Taxes payable


The breakdown of taxes payable is as follows:

   June 30, 2022  December 31, 2021 
 
Income tax payable
  
922
   
524
 
 
Other taxes payable
  
2,971
   
4,671
 
 Total taxes payable  3,893   5,195 
          
 
Current
  
3,733
   
5,035
 
 
Non-current
  
160
   
160
 


13.
Contingencies
 

The Group is party to civil and labor lawsuits involving loss risks. Provisions for losses resulting from lawsuits are estimated and updated by the Group, based on analysis from the Group’s legal advisors.


The breakdown of existing contingencies classified as probable by the Group, based on the evaluation of its legal advisors, which are recognized as a liability, is as follows:


   June 30, 2022  December 31, 2021 
 
Civil
  
5
   
17
 
 
Labor
  
46
   
16
 
 
Tax
  
82
   
53
 
 Total  133   86 



The breakdown of existing contingencies classified as possible by management, based on the evaluation of its legal advisors, for which no provision was recognized is as follows:

   June 30, 2022  December 31, 2021 
 
Civil
  
118
   
123
 
 
Labor
  
-
   
189
 
 
Tax
  
279
   
10
 
 Total  397   322 
 
17

VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated

 
14.
Shareholders’ equity

14.1.
Share Capital

The total share capital is as follows:

   June 30, 2022  December 31, 2021 
 
Number of ordinary nominative shares
  
191,366,837
   
191,028,642
 
 
Par value
  
0.0001
   
0.0001
 
 
Total share capital
  19   19 


15.
Revenue from services provided

The Group revenue derives mostly from the transfer of services rendered and fees charged as services are provided, therefore, mostly recognized over time. Disaggregation of revenue by major product lines are as follows:

   Three months ended  Six months ended 
   
June 30,
2022
  
June 30,
2021
  
June 30,
2022
  
June 30,
2021
 
              
 
Subscriptions
  
40,025
   
32,482
   
75,700
   
59,291
 
 
Taxes on subscriptions
  
(3,376
)
  
(2,830
)
  
(6,470
)
  
(4,981
)
 Revenue from subscriptions  36,649   29,652   69,230   54,310 
                  
 Services provided  
2,257
   
1,377
   
4,510
   
2,748
 
 
Taxes on services
  
(192
)
  
(160
)
  
(359
)
  
(265
)
 Revenue from services  2,065   1,217   4,151   2,483 
                  
                  
 Revenue from subscription and services  38,714   
30,869
   73,381   56,793 

18

VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


16.
Earnings (loss) per share


Basic earnings (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the year.


Diluted earnings per share are computed by giving effect to all potential weighted average dilutive common stock, including options and restricted stock units.


The following table contains the loss per share of the Group for the three and six-months periods ended June 30, 2022 and 2021:

   Three months ended  Six months ended 
 Basic loss per share 
June 30,
2022
  
June 30,
2021
  
June 30,
2022
  
June 30,
2021
 
 
Loss attributable to the stockholders of the Group
  (21,464)  (15,469)  
(40,553
)
  
(27,927
)
 
Weighted average number of outstanding common shares (thousands)
  
191,281
   
172,630
   
191,223
   
170,828
 
                  
 
Basic loss per share
  (0.112)  (0.090)  (0.212)  (0.163)


In the three and six months ended June 30, 2022, the Company was in a loss position and therefore diluted loss per share is equal to basic loss per share.

17.
Share-based compensation

17.1.
Share-based compensation: VTEX


VTEX provides share-based compensation to selected directors and employees as a stock-option plan.


Under both stock-option plan and RSUs, usually the options have a term of 5 or 6 years as of the grant date. They are exercisable as long as the director or employee fulfills the worked periods after the options are granted.


Set out below are summaries of options granted under the plan:

 
 
 
Number of
options
(thousands)
  
Weighted
Average
Exercise
Price
  
Remaining
Contractual
Terms in Years
  
Weighted
Average Grant
Date Fair Value
 
 At January 1, 2022  8,809   4.78   5.37   1.58 
 
Granted during the period
  
764
   
7.25
   
-
   
3.41
 
 
Forfeit during the period
  
(1,186
)
  
5.09
   
-
   
2.01
 
 
Exercised during the period (i)
  
(25
)
  
1.06
   
-
   
0.37
 
 At June 30, 2022  8,362   4.98   5.01   1.69 

 Stock options exercisable as of  June 30, 2022  3,645   3.62   4.37   1.00 

(i) The number of Stock-options withheld for tax purposes was 2.2 thousand shares.
19


VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


The fair value of the stock options granted was calculated based on the Binomial Options Pricing
Model considering the average contract term. The model inputs for options included:

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.

The weighted average inputs used in the six-month period ended June 30, 2022:

Target Asset Price - USD 7.32 per share (December 31, 2021 - 10.72 per share)
Risk-Free Interest Rate - 2.08% (December 31, 2021: 1.14%)
Volatility - 50.75% (December 31, 2021: 51.89%)
Expected dividend: None

The following table summarizes the RSU options granted under the plan:

 
 
 
Number of RSUs
(thousands)
  Weighted Average Grant Date Fair Value 
 At January 1, 2022  3,001   7.70 
 
RSU granted
  
1,341
   
7.10
 
 
Forfeit during the period
  
(623
)
  
8.03
 
 
Settled (i)
  
(418
)
  
5.95
 
 At June 30, 2022  3,301   7.61 

(i) The number of RSUs withheld for tax purposes was 103.5 thousand shares.

The fair value of the restricted stock units granted was calculated using the same Target Asset Price used in the Stock Options appraisal model.
20

VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


For the six-month period ended June 30, 2022, there was US$ 18,287 of remaining unamortized compensation costs, including social charges, related to unvested stock options and RSUs granted to the Group’s employees. This cost will be recognized over an estimated weighted average remaining period of 2.01 years. Total unamortized compensation costs will be adjusted for future changes in estimated forfeitures.

The total expense, including taxes and social charges related to the share-based compensation plan for the six-month period ended June 30, 2022, was US$ 3,313 (the six-month period ended June, 2021: US$ 3,827). For the period ended June 30, 2022, the Group recorded in the capital reserve the amount of US$ 4,324 (the six-month period ended June 30, 2021: US$ 2,587).

17.2.
Share-based compensation: Loja Integrada

On April 29, 2021, VTEX introduced a new share-based compensation plan to selected directors and employees as a stock-option and RSU plan in Loja Integrada, a subsidiary wholly owned. This share-based compensation plan also has RSU and Stock Options. Under both stock-option plan and RSUs, the options have a term of 7 years as of the grant date. They are exercisable as long as the director or employee fulfills the worked periods after the options are granted.

The fair value of the stock options granted was calculated based on the Binomial Options Pricing
Model considering the average contract term. The model inputs for options included:

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.

The weighted average inputs used in the six-month period ended June 30, 2022:

Target Asset Price - Not applicable for the period  (December 31, 2021 - 13.06 per share)
Risk-free interest rate in Brazilian Reais - Not applicable for the period  (December 31, 2021: 8.81%)
Volatility - Not applicable for the period  (December 31, 2021: 47.69%)
Expected dividend: None

21

VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


Set out below are summaries of options granted under the plan:

 
 
 
Number of
options
(thousands)
  
Weighted
Average
Exercise
Price
  
Remaining
Contractual
Terms in Years
  
Weighted
Average Grant
Date Fair Value
 
 At January 1, 2022  23.57   12.37   6.35   5.47 
 
Granted during the period
  
-
   
-
   
-
   
-
 
 
Forfeit during the period
  
(6.73
)
  
12.06
   
-
   
6.09
 
 
Exercised during the period
  
-
   
-
   
-
   
-
 
 At June 30, 2022  16.84   13.65   5.86   5.73 
                  

The following table summarizes the RSU options granted under the plan:

 
 
 
Number of RSUs
(thousands)
  Weighted Average Grant Date Fair Value 
 At January 1, 2022  83.03   11.22 
 
RSU granted
  
198.10
   
7.84
 
 
Forfeit during the period
  
(59.97
)
  
11.07
 
 
Settled (i)
  
(31.00
)
  
10.63
 
 At June 30, 2022  190.16   8.18 

(i) The number of RSUs withheld for tax purposes was 6.2 thousand shares.

For the six-month period ended June 30, 2022, there was US$ 1,006 off remaining unamortized compensation cost, including social charges, related to unvested stock options and RSUs granted to the Group’s employees. This cost will be recognized over an estimated weighted-average remaining period of 1.98 years. Total unamortized compensation costs will be adjusted for future changes in estimated forfeitures.

The total expense, including taxes and social charges related to the Loja Integrada share-based compensation plan for the six-month period ended June, 2022, was US$ 85 (the six-month period ended June 30, 2021: US$ 168). For the period ended June 30, 2022, the Group recorded in the capital reserve the amount of US$ 213 (the six-month period ended June 30, 2021: US$ 168).

17.3.
Amounts recognized in the statement of profit or loss

The following table illustrates the classification of stock-based compensation in the Consolidated Statements of Operations which includes both stock-based compensation of VTEX and Loja Integrada:

   Three months ended  Six months ended 
   
June 30,
2022
  June 30,
2021
  
June 30,
2022
  
June 30,
2021
 
              
 
Subscription cost
  
(80
)
  
(205
)
  
(167
)
  
(313
)
 
Services cost
  
6
   
(136
)
  
(20
)
  
(169
)
 
General and administrative
  
(639
)
  
(1,907
)
  
(1,628
)
  
(3,080
)
 
Sales and marketing
  
247
   
(1,586
)
  
(482
)
  
(2,315
)
 
Research and development
  
(458
)
  
(1,664
)
  
(1,101
)
  
(2,780
)
 Total  (924)  (5,498)  (3,398)  (8,657)
22

VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


18.
Financial Instruments

18.1.
Financial instruments by category

(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:
   June 30, 2022  December 31, 2021 
 Financial assets:      
 
Cash and cash equivalents
  
29,667
   
121,006
 
 
Restricted cash
  
694
   
1,183
 
 
Trade receivables
  
38,199
   
40,825
 
 Total  68,560   163,014 
          
 Financial liabilities        
 
Trade payables
  
12,107
   
12,695
 
 
Lease liabilities
  
6,424
   
5,991
 
 
Loans and financing
  
2,396
   
3,279
 
 
Accounts payable from acquisition of subsidiaries
  
-
   
1,470
 
 Total  20,927   23,435 

(ii)  Financial instruments valued at fair value through profit or loss


    Financial instruments are classified at fair value through profit or loss when this classification significantly reduces a possible measurement or recognition inconsistency (sometimes referred to as “accounting mismatch”) that would occur due to the measurement of assets or liabilities or the recognition of their gains and losses on different bases. Gains/losses on financial instruments that are measured at fair value through profit or loss are recognized as financial income or expense in the profit or loss for the period.
 
The Group has the following financial instruments valued at fair value through profit or loss:
23

VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


   Carrying amount 
   June 30, 2022  December 31, 2021 
 Financial assets:      
 
Short-term investments
  
225,113
   
177,191
 
          
 Total  225,113   177,191 



   Carrying amount 
   June 30, 20222  December 31, 2021 
 Financial liabilities:      
 
Derivative financial instruments (i)
  
-
   
133
 
 
Accounts payable from acquisition of subsidiaries (”earn-out”)
  
1,552
   
4,953
 
 Total  1,552   5,086 

(i)
The Group used to hedge the exposure of foreign currency risk related to loans obtained with related parties by contracting a Non-Deliverable Forward (“NDF”) derivative financial instrument raised through Itaú Bank . The instrument had a total notional value of US$ 4.600 and was fully settled on March 15, 2022 for USD 718.

The Group uses derivative financial instruments to hedge against the risk of change in the foreign exchange rates. Therefore, they are not speculative. The derivative financial instruments designated in hedge operations are initially recognized at fair value on the date on which the derivative contract is executed and are subsequently re-measured to their fair value. Changes in the fair value of any of these derivative instruments are immediately recognized in the income statement under "net financial income".

For the six-month period ended June 30, 2022, the Group had positions in Swap derivative financial instruments designated as a hedge of foreign currency debt, raised through Itaú bank. The hedge contracts had maturity dates equal to those of the loan raised in foreign currency, which was also raised through Itaú bank. The last hedge contract matures in May 2023.

The following amounts were recognized in profit or loss in relation to derivatives:

   Three months ended  Six months ended 
   
June 30,
2022
  
June 30,
2021
  June 30,
2022
  
June 30,
2021
 
 
Net gain (loss) on financial instruments
  
1,234
   
(639
)
  
1,155
   
(275
)

The following amounts were recognized in profit or loss in relation to marketable securities and short term investments:

   Three months ended  Six months ended 
   
June 30,
2022
  
June 30,
2021
  
June 30,
2022
  
June 30,
2021
 
 
Net gain (loss) on marketable securities and short-term investments
  
(5,352
)
  
241
   
(9,147
)
  
122
 

24

VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


a.
Fair value hierarchy

This section provides details about the judgments and estimates made for determining the fair values of the financial instruments that are recognized and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.

   June 30, 2022 
   Level 1  Level 2  Level 3 
 Assets         
 
Short-term investments
  
225,113
   
-
   
-
 
              
 Liabilities            
 
Accounts payable from acquisition of subsidiaries (“earn-out”)
  
-
   
-
   
1,552
 



   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
 

There were no transfers between levels 1, 2 and 3 for recurring fair value measurements during the first semester of 2022.

The Group’s policy is to recognize transfers into and out of fair value hierarchy levels as at the end of the reporting period.
 
 
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.
 
25


VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated

Specific valuation techniques used to value financial instruments could include the use of quoted market prices or dealer quotes for similar instruments:
 
 
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;
 

The majority of the resulting fair value estimates are included in level 2, except for a contingent consideration payable (“earn-out”), where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

Fair value measurements using significant unobservable inputs (level 3)

The fair value of the earn-out classified as level 3 is calculated based on the judgment of the Group and the probability of meeting the goals of each acquisition made during the year. The Sale and Purchase agreement of each acquisition is established if the clients of the acquired entities migrate to the Groups platform and reach an agreed amount, the seller will be entitled to an earn-out. As at June 30 2022, the fair value of the earn-out amounts US$ 1,552 (December 31, 2021 - US$ 4,953). Refer to note 4 of our unaudited condensed consolidated interim financial statements for more details about the earn-out.

The following table presents changes in the maximum earn-out, which are the only level 3 items for the six months ended June 30, 2022:

   2022 
 At January 1  4,953 
 
Acquisitions of subsidiaries
  
-
 
 
Payments of principal/finance charges - earn-out
  
(736
)
 
Earn-out adjustments
  
(2,667
)
 
Exchange differences
  
2
 
 At June 30  1,552 


b.
Fair values of other financial instruments (unrecognized)

The group also has a number of financial instruments which are not measured at fair value in the balance sheet. As at June 30, 2022, for these instruments, the fair values are not different to their carrying amounts, since the interest receivable/payable is either close to current market rates or the instruments are short-term in nature. Differences were identified for the following instruments at June 30, 2022:

   Carrying amount  Fair value 
 Financial liabilities      
 
Loans and financing
  
2,396
   
2,410
 
 Total  2,396   2,410 
26


VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated


18.2.
Financial risk management

The risk management of the Group is predominantly controlled by a central treasury department (Group treasury) under policies approved by the board of directors. Group treasury identifies, evaluates, and hedges financial risks in close co-operation with the Group’s operating units. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, the use of derivative and non-derivative financial instruments, and investment of excess liquidity.

When all relevant criteria have been met, hedge accounting will be applied to remove the accounting mismatch between the hedging instrument and the hedged item. This will effectively result in recognizing interest expense at a fixed interest rate for the hedged floating rate loans and inventory at the fixed foreign currency rate for the hedged purchases.

The unaudited condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group’s annual financial statements for the year ended December 31, 2021, available in the 20-F filing.

19.
Subsequent events

On August 8, 2022, the Board of Directors of VTEX authorized the Company to repurchase Class A common shares of the Company, par value US$0.0001 per share, for an aggregate consideration of up to US$30.0 million. This authorization is scheduled to expire on August 8, 2023.

Repurchases under the Company's program may be made from time to time in open market or privately negotiated transactions in accordance with applicable laws, including the Securities and Exchange Commission Rule 10b-18. The timing of repurchases will depend on factors including market conditions and prices, the Company’s liquidity requirements and alternative uses of capital.

The share repurchase program could be suspended from time to time or discontinued, and there is no assurance as to the number of shares that will be repurchased under the program or that there will be any repurchases.

The timing and amount of shares repurchased (if any) will be determined by the Company’s management based on its evaluation of market conditions, applicable legal requirements and other factors. Repurchases may also be made under a Rule 10b5-1 plan. Any repurchased shares may be canceled or remain available for use in connection with its equity incentive plans and for other corporate purposes.

27

 
Item 2 – Management’s discussion and analysis of financial condition and results of operations
 
This Management's Discussion and Analysis of Financial Condition and Results of Operations section may contain certain forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements for several reasons, including those described in our prior filings with the U.S. Securities and Exchange Commission.
 
The following analysis and discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated interim financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and 2021 included elsewhere in this document.
 
Overview
 
VTEX is where commerce happens. Our platform is designed to be the Operating System for the commerce ecosystem. We enable enterprise brands and retailers to orchestrate their complex network of consumers, business partners, suppliers, and fulfillment providers. We are building the global digital commerce infrastructure that enables enterprises to be relevant for the modern, convenience-driven consumer.
 
VTEX provides a software-as-a-service digital commerce platform for enterprise brands and retailers. Our platform enables our customers to execute their commerce strategy, including building online stores, integrating and managing orders across channels, and creating marketplaces to sell products from third-party vendors. Founded in Brazil, we have been a leader in accelerating the digital commerce transformation in Latin America and are expanding globally. Our platform is engineered to enterprise-level standards and functionality with approximately 81% of our GMV coming from large, blue-chip companies (i.e. customers withmore than US$10 million of GMV per year). As of December 31, 2021 we are 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.
 
We benefit from the acceleration of digitalization globally, and in particular in Latin America, the fastest-growing region in the world in 2020, where ecommerce is still underpenetrated. Accelerating ecommerce growth, evolving consumer expectations and the proliferation of digital shopping alternatives are raising the bar for brands and retailers in order to stay relevant. Legacy structures developed over years force enterprises to choose between deep customization and speed to market. Our technology combined with our ecosystem of partners solves this problem. We deliver flexibility and simplicity to complex, mission critical commerce operations. VTEX was named as leader in the IDC MarketScape: Worldwide B2C Digital Commerce Platforms 2020 Vendor Assessment, and Gartner Named us as a Visionary in its 2020 report, Magic Quadrant for Digital Commerce, Worldwide
 
We offer access to our platform on a subscription basis, which accounted for 94.7% of our revenue for the three months ended June 30, 2022. Our subscription revenue is based on a fixed subscription fee and a transaction-based fee. The transaction-based fee accounts for most of our subscription revenues and is primarily structured as a take rate or percentage of the total value of the orders processed through our platform, including value added taxes and shipping, which we refer to as our GMV. Our transaction-based fee model aligns our success with our customers’ success and our revenue grows as our customers’ GMV grows. In the three months ended June 30, 2022, our GMV increased to US$ 3.1 billion from US$ 2.4 billion in the three months ended June 30, 2021 representing an increase of 27.6% in USD and 21.0% on an FX neutral basis. In the same period, our revenue increased to US$ 38.7 million from US$ 30.9 million, representing an increase of 25.4% in USD and 19.5% on an FX neutral basis.
 
Key metric— Gross merchandise value
 
The key metric we use to measure our performance, identify trends affecting our business, formulate our business plan projections and support our strategic decisions is GMV. Due to the seasonality of ecommerce and the foreign exchange effects resulting from the volatility of the currencies of the jurisdictions where we operate (particularly Latin America countries) vis-à-vis the U.S. Dollar (which is our functional currency), our management compares GMV on a year-over-year and foreign exchange neutral basis. The foreign exchange neutral measures are calculated by using the average monthly exchange rates for each month during the previous year, adjusted by inflation in countries with hyper-inflation, and applying them to the corresponding months of the current year, so as to calculate what our results would have been had exchange rates remained stable from one year to the next.
 

28


Key metric— Gross merchandise value (continued)
 
GMV is the total value of customer orders processed through our platform, including value added taxes and shipping. Our GMV does not include the value of orders processed by our SMB customers or B2B transactions. Due to our transaction-based subscription model, we believe that GMV growth is linked with our revenue growth and we track GMV as an indicator of the success of our customers, the performance of the platform and our market share.
 

 
  Three months ended  Six months ended 
  June 30, 2022  June 30, 2021  June 30, 2022  June 30, 2021 
  (in millions of U.S. Dollars, unless otherwise indicated) 
GMV
  
3,111.9
   
2,439.3
   
5,826.4
   
4,475.3
 
GMV growth FX neutral (%)
  
21.0
%
  
25.4
%
  
24.1
%
  
64.8
%

 
Seasonality and quarterly operations results
 
Our transaction-based subscription model, similar to most retail businesses, experiences seasonal fluctuations. Historically, we have generated higher net sales in the fourth quarter, as a consequence of the concentration of special dates during that quarter.
 
The following table sets forth our quarterly condensed consolidated interim profit (loss) statement data for each of the last historical nine quarters. The condensed consolidated interim profit (loss) statement data below has been prepared on the same basis as the audited consolidated financial statements included elsewhere in this document and, in our opinion, reflects all necessary adjustments, consisting only of ordinary course recurring adjustments, necessary to present this information fairly and accurately. These historical quarterly results of operations are not necessarily indicative of the results of operations for any future period. In particular, since the second quarter of 2020 we were positively affected by the ecommerce surge as a consequence of lockdowns during the COVID-19 Pandemic. We expect seasonal patterns to remain the same as in prior years and we believe that the expansion of ecommerce may normalize once the COVID-19 pandemic is sufficiently controlled, which may adversely affect our financial performance and operating metrics in the future. See below “—Impacts of the COVID-19 Pandemic.”.
29

 
 
For the three months ended
(unaudited)
 
(in US$ millions)
June
30, 2020
  
September
30, 2020
  
December
31, 2020
  
March
31, 2021
  
June
30, 2021
  
September
30, 2021
  
December
31, 2021
  
March
31, 2022
  
June
30, 2022
 
      
Subscription revenue 23.9  26.3  27.7  24.7  29.7  29.6  34.5  32.6  36.6 
Services revenue 
1.3
  
1.3
  
1.4
  
1.3
  
1.2
  
2.2
  
2.6
  
2.1
  
2.1
 
Total revenue 
25.3
  
27.7
  
29.1
  
25.9
  
30.9
  
31.9
  
37.1
  
34.7
  
38.7
 
Subscription cost (5.8) (7.1) (9.8) (8.7) (9.5) (9.7) (10.5) (10.0) (10.2)
Services cost 
(1.7
)
 
(1.7
)
 
(2.0
)
 
(2.1
)
 
(2.8
)
 
(3.1
)
 
(3.3
)
 
(2.6
)
 
(2.8
)
Total cost 
(7.5
)
 
(8.8
)
 
(11.9
)
 
(10.8
)
 
(12.2
)
 
(12.8
)
 
(13.8
)
 
(12.6
)
 
(13.0
)
Gross profit 
17.8
  
18.9
  
17.2
  
15.1
  
18.7
  
19.1
  
23.4
  
22.1
  
25.7
 
Operating expenses                           
General and administrative (2.4) (3.3) (5.1) (7.2) (7.8) (9.9) (6.9) (6.9) (7.4)
Sales and marketing (5.4) (5.3) (7.5) (11.0) (15.7) (19.3) (17.5) (17.9) (21.3)
Research and development (3.6) (4.5) (6.8) (8.4) (10.7) (14.2) (11.9) (13.9) (15.4)
Other income (losses) (0.3) (0.3) 0.1  (0.4) (0.9) 0.0  (0.2) 0.0  (0.5)
Income (loss) from operation 
6.1
  
5.5
  
(2.1
)
 
(12.0
)
 
(16.4
)
 
(24.4
)
 
(13.1
)
 
(16.7
)
 
(18.9
)
Financial result 1.6  (0.6) (1.3) (1.4) (1.4) (0.6) (1.4) (4.7) (5.4)
Equity results 
0.0
  
0.0
  
0.1
  
0.1
  
0.1
  
0.2
  
0.2
  
0.2
  
0.3
 
Income (loss)
before income tax
 
7.7
  
5.0
  
(3.3
)
 
(13.3
)
 
(17.6
)
 
(24.8
)
 
(14.3
)
 
(21.2
)
 
(24.1
)
Income tax 
(2.0
)
 
(2.0
)
 
(0.9
)
 
0.8
  
2.1
  
2.8
  
3.7
  
2.1
  
2.6
 
Net loss for the period 
5.7
  
3.0
  
(4.3
)
 
(12.5
)
 
(15.5
)
 
(22.0
)
 
(10.6
)
 
(19.1
)
 
(21.5
)
Loss per share                           
Basic and diluted income (loss) per share (US$) 
0.03
  
0.02
  
(0.02
)
 
(0.07
)
 
(0.09
)
 
(0.12
)
 
(0.06
)
 
(0.10
)
 
(0.11
)

 
30


 
The following table sets forth selected condensed consolidated interim profit (loss) statements data for each of the periods indicated as a percentage of total revenue.

 
 
For the Three Months ended
(unaudited)
 
 
 
June
30, 2020
  
September
30, 2020
  
December
31, 2020
  
March
31, 2021
  
June
30, 2021
  
September
30, 2021
  
December
31, 2021
  
March
31, 2022
  
June
30, 2022
 
Total revenue
  
100.0
%
  
100.0
%
  100.0%  
100.0
%
  
100.0
%
  
100.0
%
  
100.0
%
  
100.0
%
  
100.0
%
Subscription cost
  
(23.0
)%
  
(25.6
)%
  (33.8)%  
(33.6
)%
  
(30.6
)%
  
(30.6
)%
  
(28.2
)%
  
(28.8
)%
  
(26.3
)%
Services cost
  
(6.6
)%
  
(6.1
)%
  (6.9)%  
(8.1
)%
  
(8.9
)%
  
(9.6
)%
  
(8.9
)%
  
(7.5
)%
  
(7.3
)%
Total cost  
(29.6
)%
  
(31.7
)%
  (40.7)%  
(41.8
)%
  
(39.6
)%
  
(40.1
)%
  
(37.1
)%
  
(36.3
)%
  
(33.6
)%
Gross profit
  
70.4
%
  
68.3
%
  59.3%  
58.2
%
  
60.4
%
  
59.9
%
  
62.9
%
  
63.7
%
  
66.4
%
Operating expenses
                                    
General and administrative
  
(9.5
)%
  
(12.1
)%
  (17.6)%  
(27.9
)%
  
(25.3
)%
  
(31.2
)%
  
(18.6
)%
  
(19.9
)%
  
(19.2
)%
Sales and marketing
  
(21.2
)%
  
(19.0
)%
  (25.7)%  
(42.6
)%
  
(50.9
)%
  
(60.7
)%
  
(47.0
)%
  
(51.6
)%
  
(55.1
)%
Research and development
  
(14.4
)%
  
(16.3
)%
  (23.5)%  
(32.5
)%
  
(34.6
)%
  
(44.5
)%
  
(32.1
)%
  
(40.1
)%
  
(39.8
)%
Other income (losses)
  
(1.0
)%
  
(1.0
)%
  0.4%  
(1.7
)%
  
(2.8
)%
  
0.0
%
  
(0.6
)%
  
0.0
%
  
(1.2
)%
Income (loss) from operation
  
24.3
%
  
19.9
%
  (7.1)%  
(46.4
)%
  
(53.1
)%
  
(76.5
)%
  
(35.4
)%
  
(48.1
)%
  
(48.9
)%
Financial result
  
6.2
%
  
(2.1
)%
  (4.6)%  
(5.2
)%
  
(4.4
)%
  
(1.8
)%
  
(3.7
)%
  
(13.5
)%
  
(14.0
)%
Equity results
  
0.0
%
  
0.1
%
  0.2%  0.4%  
0.5
%
  
0.5
%
  
0.5
%
  
0.6
%
  
0.7
%
Income (loss) before income tax
  
30.5
%
  
17.9
%
  (11.5)%  
(51.3
)%
  
(57.0
)%
  
(77.7
)%
  
(38.6
)%
  
(61.1
)%
  
(62.2
)%
Income tax
  
(8.1
)%
  
(7.2
)%
  (3.2)%  3.2%  
6.9
%
  
8.8
%
  
10.0
%
  
6.1
%
  
6.8
%
Net loss for the period
  
22.4
%
  
10.8
%
  (14.7)%  
(48.1
)%
  
(50.1
)%
  
(68.9
)%
  
(28.6
)%
  
(55.0
)%
  
(55.5
)%

31

 
The following table sets forth our Non-GAAP income (loss) from operations for each of the periods indicated:
 

 
 
For the Three Months ended
(unaudited)
 
 
 
June
30, 2020
  
September
30, 2020
  
December
31, 2020
  
March
31, 2021
  
June
30, 2021
  
September
30, 2021
  
December
31, 2021
  
March
31, 2022
  
June
30, 2022
 
 
 (in US$ millions)    
Income (loss) from operation
  
6.1
   
5.5
   
(2.1
)
  
(12.0
)
  
(16.4
)
  
(24.4
)
  
(13.1
)
  
(16.7
)
  
(18.9
)
 
                                    
Share-based
compensation expense
  
0.4
   
0.6
   
2
   
3.2
   
5.5
   
9.3
   
1.6
   
2.5
   
0.9
 
Amortization of
intangibles related to acquisitions
  
0.2
   
0.1
   
0.2
   
0.3
   
0.5
   
0.5
   
0.7
   
0.5
   
0.5
 
Offering expenses
(“IPO”) (i)
  
-
   
-
   
-
   
-
   
-
   
1.3
   
-
   
-
   
-
 
 
                                    
Non-GAAP Income
(Loss) from
Operations
  
6.8
   
6.3
   
0.1
   
(8.5
)
  
(10.4
)
  
(13.3
)
  
(10.9
)
  
(13.7
)
  
(17.5
)
 (i) Offering expenses ("IPO") are related to shares offered by the selling shareholders and other one-off IPO expenses.
 
32


Impacts of the COVID-19 pandemic
 
As a result of the COVID-19 pandemic, the ecommerce market experienced a surge in growth. Governments encouraged consumers to stay at home for extended periods of time, and retail purchases shifted from offline and brick-and-mortar purchases to online ecommerce, as companies accelerated the digitalization of their businesses. Consequently, ecommerce sales in our major markets have increased significantly. Our business responded to the shifting commerce dynamics, enabling our customers to rapidly scale and digitally transform their businesses during the COVID-19 pandemic. Our customers' GMV increase has resulted in significant revenue growth for us, driven predominantly by our transaction-based fees.
 
In 2021, online commerce penetration continued to increase, demonstrating that the 2020 acceleration in online consumption appears sustainable, despite the gradual reopening of brick-and-mortar retail stores which generated a mean reversion of ecommerce growth. While we believe that the structural shifts that favor ecommerce will continue as the world recovers from COVID-19, we do not expect to experience the same growth in our business going forward. For example, in the three months ended June 30, 2022, our revenue increased 25.4% in U.S. dollars and 19.5% on an FX neutral basis compared to 2021 – while revenues increased 22.1% in U.S. dollars and 18.2% on an FX neutral basis in the three month ended June 30, 2021 compared to 2020. We believe that the expansion of ecommerce may normalize once the COVID-19 pandemic is fully lapped, which may adversely affect our financial performance and operating metrics.
 
Components of our results of operations
 
The following is a summary of the principal line items comprising condensed consolidated interim income of profit and loss.
 
Total revenue
 
Our total revenue consists of (1) subscription and support revenue, arising from a multichannel cloud and SaaS-based platform focused on ecommerce; and (2) revenue from professional services and other, arising substantially from consulting services.
 
Subscription revenue
 
Subscription revenue consists of revenue derived from (1) a mix of transaction-based fees and fixed subscription fees, in each case derived from customers using our platform; (2) our SMB business; and (3) other business units that generate recurring revenue to us.
 
Transaction-based fees comprise (a) commission fees charged to customers based on a percentage of the GMV or a fee per order processed on our platform; and (b) commission fees charged to marketplace partners, payment providers, and any other services provided through our app store.
 
Fixed subscription fees comprise (a) yearly or multi-year upfront fees paid by merchants to reduce future variable fees. In case of early termination of the annual upfront fees, we refund merchants for the remaining term of the contract; and (b) fixed monthly fee for using our platform in any given month. Fixed fees are paid to us at the beginning of the applicable subscription period, regardless of the length of the subscription period. As subscription fees are received in advance of providing the related services, we record deferred revenue on our consolidated balance sheet for the unearned revenue and recognize revenue ratably over the related subscription period.
 
Services revenue
 
Services revenue consists primarily of revenue derived from consulting services which are recognized over time during the period that services are performed. Services revenue accounted for 5.3% of our revenue for the three months ended June 30, 2022, compared to 3.9% for the three months ended June 30, 2021. For the six months ended on June 30, 2022, the consulting services revenue accounted for  5.7% of our revenue, compared to 4.4% for the six months ended June 30, 2021.
33


Cost of revenue
 
Our total cost consists of (1) subscription cost; and (2) services cost.
 
Subscription cost of revenue
 
Subscription cost consists mainly of costs related to hosting related and customer support costs. The hosting related costs include third-party providers, software related platform operating costs, and compensation for our infrastructure team. Support costs are mostly driven by personnel cost, and represent expenses related to the support we provide to our customers.
 
Services cost of revenue
 
Services cost consist mainly of personnel costs and/or third-party expenses to provide the professional services advisory for a specific project of a customer project.
 
Operating expenses
 
Our operating expenses consist of general and administrative expenses, sales and marketing expenses, and research and development expenses.
 
General and administrative expenses consist primarily of (1) personnel-related expenses (including stock-based compensation) for our finance, support operation departments, legal and compliance teams; (2) corporate expenses; and (3) corporate overhead allocation. General and administrative expenses also include costs related to business acquisitions, legal and other professional services fees and depreciation and amortization.
 
Sales and marketing expenses consist primarily of (1) personnel-related expenses (including stock-based compensation) and commissions paid to the direct sales team, the success team, partnership sales team and sales enablement team; (2) travel-related expenses; (3) marketing and events expenses; (4) finder fee commissions; and (5) the allocation of corporate overhead. We plan to continue to incur sales and marketing expenses in the regions that we currently have a presence as well as in new regions over time in order to continue to enhance our brand awareness and our capabilities to attract new customers.
 
Research and development expenses consist primarily of (1) personnel-related expenses (including stock-based compensation) for product development, product management and product design; (2) software subscription costs related to the product; and (3) the allocation of corporate overhead. We expect to increase the research and development expenses to continue investing in product innovation, and in the development of new products.
 
Financial results
 
Financial results consist of financial income and financial expenses. Financial income consists of interest earned on bank deposits, foreign exchange gains, short-term investment gains and other financial income. Financial expense consists mostly of foreign exchange losses, short-term investment losses, losses from fair value of financial instruments, interest on lease liabilities and adjustment of hyperinflation in Argentina.
 
Income tax
 
Provision for income taxes consists primarily of income taxes, current and deferred, in certain foreign jurisdictions in which we conduct business. The current and deferred income taxes are calculated based on the tax laws enacted or substantively enacted at the end of the reporting period in the countries in which we operate and generate taxable income.

Currently we are running losses in most of our subsidiaries, and to that extent and considering the profitability expected in the foreseeable future our most relevant operation has been booking the related tax losses as part of our deferred tax assets.
34

Historical operations results
 
 
 Comparison of results of operations for the three and six months ended June 30, 2022 and 2021
 
The following table sets forth our condensed consolidated interim income statements for the three and six months ended June 30, 2022 and 2021. The period-to-period comparison of financial results is not necessarily indicative of future results.
 
  Three months ended  Six months ended 
  June 30, 2022  June 30, 2021  June 30, 2022  June 30, 2021 
(in US$ thousands)         
Subscription revenue
  
36,649
   
29,652
   
69,230
   
54,310
 
Services revenue
  
2,065
   
1,217
   
4,151
   
2,483
 
Total revenue  38,714   30,869   73,381   56,793 
Subscription cost (1)
  
(10,166
)
  
(9,461
)
  
(20,162
)
  
(18,176
)
Services cost (1)
  
(2,842
)
  
(2,757
)
  
(5,449
)
  
(4,865
)
Total cost  (13,008)  (12,218)  (25,611)  (23,041)
Gross profit  25,706   18,651   47,770   33,752 
                 
Operating expenses                
General and administrative (1)
  
(7,431
)
  
(7,806
)
  
(14,352
)
  
(15,029
)
Sales and marketing (1)
  
(21,318
)
  
(15,697
)
  
(39,218
)
  
(26,732
)
Research and development (1)
  
(15,409
)
  
(10,669
)
  
(29,334
)
  
(19,092
)
Other losses
  
(474
)
  
(868
)
  
(465
)
  
(1,317
)
Loss from operation  (18,926)  (16,389)  (35,599)  (28,418)
Financial result  (5,426)  (1,354)  (10,147)  (2,709)
Equity results
  
268
   
139
   
487
   
235
 
Loss before income tax  (24,084)  (17,604)  (45,259)  (30,892)
Income tax
  
2,619
   
2,135
   
4,704
   
2,962
 
Net loss for the period  (21,465)  (15,469)  (40,555)  (27,930)

(1) Includes stock-based compensation expenses as follows:

  Three months ended  Six months ended 
  June 30, 2022  June 30, 2021  June 30, 2022  June 30, 2021 
(in US$ thousands)         
Subscription cost
  
80
   
205
   
167
   
313
 
Services cost
  
(6
)
  
136
   
20
   
169
 
General and administrative
  
639
   
1,907
   
1,628
   
3,080
 
Sales and marketing
  
(247
)
  
1,586
   
482
   
2,315
 
Research and development
  
458
   
1,664
   
1,101
   
2,780
 
Total  924   5,498   3,398   8,657 

35


Total revenue
 
 
The components of our total revenue during the three and six months period ended on June 30, 2022 and 2021 were as follows:
 
  Three months ended  Six months ended 
(in US$ thousands,
except percentages)
 
June 30,
2022
  
June 30,
2021
  

Variation
  
June 30,
2022
  
June 30,
2021
  

Variation
 
       
Subscription revenue
  
36,649
   
29,652
   
23.6
%
  
69,230
   
54,310
   
27.5
%
Services revenue
  
2,065
   
1,217
   
69.7
%
  
4,151
   
2,483
   
67.2
%
Total revenue  38,714   30,869   25.4%  73,381   56,793   29.2%

 
Total revenue for the three months ended June 30, 2022 was US$38.7 million, an increase of US$7.8 million, or 25.4% in US$ or 19.5% on an FX neutral basis, from US$30.9 million in the same period of 2021. The increase in total revenue was primarily driven by: (1) an increase in GMV of 27.6% in US$ or 21.0% on an FX neutral basis to US$3.1 billion for the three months ended June 30, 2022, from US$2.4 billion in the same period of 2021, which also led to higher revenues from transaction-based fees as percentage of total subscription revenues; (2) an increase in the number of active online stores using our platform during the last three months; and (3) the expansion of our operations outside of Brazil.
 
Total revenue for the six months ended June 30, 2022 was US$73.4 million, an increase of US$16.6 million, or 29.2% in US$ or 24.1% on an FX neutral basis, from US$56.8 million in the same period of 2021. The increase in total revenue was primarily driven by: (1) an increase in GMV of 30.2% in US$ or 24.1% on an FX neutral basis to US$5.8 billion for the six months ended June 30, 2022, from US$4.5 billion in the same period of 2021, which also led to higher revenues from transaction-based fees as percentage of total subscription revenues; (2) an increase in the number of active online stores using our platform during the last six months; and (3) the expansion of our operations outside of Brazil.
 
Total cost
 
 
The components of our total cost during the three and six months periods ended on June 30, 2022 and 2021 were as follows:
 
  Three months ended  Six months ended 
(in US$ thousands,
except percentages)
 
June 30,
2022
  
June 30,
2021
  

Variation
  
June 30,
2022
  
June 30,
2021
  

Variation
 
       
Subscription cost
  
(10,166
)
  
(9,461
)
  
7.5
%
  
(20,162
)
  
(18,176
)
  
10.9
%
Services cost
  
(2,842
)
  
(2,757
)
  
3.1
%
  
(5,449
)
  
(4,865
)
  
12.0
%
Total cost  (13,008)  (12,218)  6.5%  (25,611)  (23,041)  11.2%

 
Total cost for the three months ended June 30, 2022 increased by US$0.8 million, or 6.5%, to US$13.0 million for the three months ended June 30, 2022 from US$12.2 million in the same period of 2021, principally due to an increase in expenses related to compensation as our workforce increased to support our growth.
 
Total cost for the six months ended June 30, 2022 increased by US$ 2.6 million, or 11.2%, to US$25.6 million for the six months ended June 30, 2022 from US$23.0 million in the same period of 2021, principally due to an increase in expenses related to compensation as our workforce increased to support our growth.
36

Gross profit
 
As a result of the above, our gross profit increased by US$7.1 million, or 37.8% to US$25.7 million for the three months ended June 30, 2022 from US$18.7 million in the same period of 2021. As a percentage of our total revenue, our gross profit increased to 66.4% in the three months ended June 30, 2022 from 60.4% in the three months ended June 30, 2021, since the increase in personnel cost was lower than the increase in subscription revenue generated, impacting the subscription gross profit.
 
Our gross profit increased by US$14.0 million, or 41.5% to US$47.8 million for the six months ended June 30, 2022 from US$33.8 million in the same period of 2021. As a percentage of our total revenue, our gross profit increased to 65.1% in the six months ended June 30, 2022 from 59.4% in the six months ended June 30, 2021, since the increase in personnel cost was lower than the increase in subscription revenue generated, impacting the subscription gross profit.
 
Operating expenses
 
General and administrative
 
General and administrative expenses during the three and six month period ended on June 30, 2022 and 2021 were as follows:
 
 
 Three months endedSix months ended
(in US$ thousands, except
percentages)
June 30,
2022
 
June 30,
2021
 

Variation
June 30,
2022
 
June 30,
2021
 

Variation
   
General and administrative
(7,431) (7,806) (4.8)%(14,352) (15,029) (4.5)%
Percentage of total revenue
19.2% 25.3% -19.6% 26.5% -

 
Our general and administrative expenses decreased by US$0.4 million, or 4.8%, to US$7.4 million for the three months ended June 30, 2022 from US$7.8 million in the same period of 2021, primarily due to the decrease in outsourcing expenses due to the use of non-recurring services in 2021.

For the six months ended June 30, 2022, our general and administrative expenses decreased by US$0.7 million, or 4.5%, to US$14.3 million from US$15.0 million in the same period of 2021, primarily due to the decrease in outsourcing expenses due to the use of non-recurring services in 2021.
 
Sales and marketing
 
Sales and marketing expenses during the three and six month ended June 30, 2022 and 2021 were as follows:
 
  Three months ended  Six months ended 
(in US$ thousands, except
percentages)
 June 30,
2022
  
June 30,
2021
  

Variation
  
June 30,
2022
  
June 30,
2021
  

Variation
 
       
Sales and marketing
  
(21,318
)
  
(15,697
)
  
35.8
%
  
(39,218
)
  
(26,732
)
  
46.7
%
Percentage of total revenue
  
55.1
%
  
50.9
%
  
-
   
53.4
%
  
47.1
%
  
-
 
37


Our sales and marketing expenses increased by US$5.6 million, or 35.8%, to US$21.3 million for the three months ended June 30, 2022 from US$15.7 million for the three months ended June 30, 2021, primarily due to (1) the increase in expenses related to compensation as our sales and marketing workforce increased to support our growth and (2) increase in marketing and events expenses by US$ 1.9 million, to US$ 3.9 millions in 2022 from US$ 2.0 millions in 2021.
 
For the six months ended June 30, 2022, our sales and marketing expenses increased by US$12.5 million, or 46.7%, to US$39.2 million from US$26.7 million for the same period of 2021, primarily due to (1) the increase in expenses related to compensation as our sales and marketing workforce increased to support our growth and (2) increase in marketing and events expenses by US$ 3.1 millions, to US$ 6.4 millions in 2022 from US$ 3.3 millions in 2021.
 
Research and development
 
Research and development expenses during the three and six months period ended on June 30, 2022 and 2021 were as follows:
 
  Three months ended  Six months ended 
(in US$ thousands, except
percentages)
 
June 30,
2022
  
June 30,
2021
  

Variation
  
June 30,
2022
  
June 30,
2021
  

Variation
 
       
Research and development
  
(15,409
)
  
(10,669
)
  
44.4
%
  
29,334
   
19,092
   
53.6
%
Percentage of total revenue
  
39.8
%
  
34.6
%
  
-
   
40.0
%
  
33.6
%
  -
 

 
Our research and development expenses increased by US$4.7 million, or 44.4%, to US$15.4  million for the three months ended June 30, 2022 from US$10.7 million for the three months ended June 30, 2021, primarily due to the increase in expenses related to compensation as our research and development workforce to support our growth.
 
For the six months ended June 30, 2022, our research and development expenses increased by US$10.2 million, or 53.6%, to US$29.3 million from US$19.1 million for the same period of June 30, 2021, primarily due to the increase in expenses related to compensation as our research and development workforce to support our growth.
 
Financial results
 
 
The components of our financial results during the three ended June 30, 2022 and 2021 were as follows:
 
  Three months ended  Six months ended 
  June 30, 2022  June 30, 2021  Variation  June 30, 2022  June 30, 2021  Variation 
(in US$ thousands, except
percentages)
   
Financial income
  
4,696
   
2,136
   
119.9
%
  
8,988
   
2,548
   
252.7
%
Financial expense
  
(10,122
)
  
(3,490
)
  
190.0
%
  
(19,135
)
  
(5,257
)
  
264.0
%
Financial result  (5,426)  (1,354)  300.7%  (10,147)  (2,709)  274.6%

 
Our financial result amounted to an expense of US$5.4 million for the three months ended June 30, 2022, compared to an expense of US$1.4 million for the three months ended June 30, 2021.
 
Our financial result amounted to an expense of US$10.1 million for the six months ended June 30, 2022, compared to an expense of US$2.7 million for the six months ended June 30, 2021.
38

Explanations for the variations in the above referred period are set forth below:
 
Financial income
 
Financial income increased by US$ 2.6 million, or 119.9%, to US$ 4.7 million for the three months ended June 30, 2022 from US$2.1 million for the three months ended June 30, 2021, mainly due to (1) an increase in gains from fair value of fair value of financial instruments to US$ 0.8 million in June 30, 2022 from US$ 0.2 million in June 30, 2021 and; (2) an increase in foreign exchange gains to US$ 2.1 million in June 30, 2022 from US$ 0.7 million in June 30, 2021, which was partially offset by foreign exchange losses as detailed below.
 
Financial income increased by US$ 6.4 million, or 257.7%, to US$ 9.0 million for the six months ended June 30, 2022 from US$2.5 million for the six months ended June 30, 2021, mainly due to (1) an increase in gains from fair value of fair value of financial instruments to US$ 3.3 million in June 30, 2022 from US$ 1.5 million in June 30, 2021 and; (2) an increase in foreign exchange gains to US$ 3.8 million in June 30, 2022 from US$ 0.8 million in June 30, 2021, which was partially offset by foreign exchange losses as detailed below.
 
Financial expense
 
Financial expense increased by US$6.6 million, or 190%, to US$10.1 million for the three months ended June 30, 2022 from US$3.5 million for the three months ended June 30, 2021, mainly due to (1) short-term investment losses given rising interest rates and general risk-off environment negatively affected our US$225.1 million investments compared to nil in June 30, 2021 and; (2) an increase in foreign exchange losses to US$ 2.0 million in June 30, 2022 from US$ 0.6 million in June 30, 2021, which was partially offset by foreign exchange gains as detailed above. Offsetting the increases mentioned before there was a decrease in losses from fair value of derivative financial instruments to US$ 0.3 million in June 30, 2022 from 1.8 million in June 30, 2021.
 
Financial expense increased by US$13.9 million, or 264%, to US$19.1 million for the six months ended June 30, 2022 from US$5.3 million for the six months ended June 30, 2021, mainly due to (1) short-term investment losses given rising interest rates and general risk-off environment negatively affected our US$225.1 million investments compared to nil in June 30, 2021 and; (2) an increase in foreign exchange losses to US$ 3.6 million in June 30, 2022 from US$ 1.5 million in June 30, 2021, which was partially offset by foreign exchange gains as detailed above.
 
The following tables show the unrealized gain and loss position recorded in our Balance Sheet as at June 30, 2022 and December 31, 2021:
 
  
As at June 30, 2022
(unaudited)
 
  Amortized Cost  
Gross unrealized
gain
  
Gross unrealized
loss
  Fair Value 
             
Short-term investments
  
232,468
   
253
   
(7,608
)
  
225,113
 
                 
  
As at December 31, 2021
(unaudited)
 
  Amortized Cost  
Gross unrealized
gain
  
Gross unrealized
loss
  Fair Value 
                 
Short-term investments
  
176,774
   
540
   
(124
)
  
177,191
 

39


 Net loss for the period
 
As a result of the above, our net loss amounted to US$21.5 million for the three months ended June 30, 2022, compared to US$15.5 million for the three months ended June 30, 2021.
 
As a result of the above, our net loss amounted to US$40.6 million for the six months ended June 30, 2022, compared to US$27.9 million for the six months ended June 30, 2021.
 

 
Condensed consolidated interim statements of cash flows
 
The following table sets forth certain condensed consolidated interim cash flow information for the periods indicated:
 
  For the six months ended 
(in US$ thousands, except percentages) June 30, 2022  June 30, 2021 
    
Net cash used in operating activities
  
(28,622
)
  
(21,616
)
Net cash used in investing activities
  
(59,169
)
  
(1,814
)
Net cash used in financing activities
  
(3,186
)
  
(10,950
)
Net decrease in cash and cash equivalents
  
(90,977
)
  
(34,380
)

 
Net cash used in operating activities
 
For the six months ended June 30, 2022, net cash used in operating activities increased by US$7.0 million to US$28.6 million from US$21.6 million for the six months ended June 30, 2021, primarily as a result of:
 
 
(1) an increase in net loss to US$40.6 million for the six months ended June 30, 2022, compared to a net loss of US$27.9 million for the six months ended June 30, 2021, primarily due to the expansion of our workforce; and (2) working capital adjustments which consisted mainly of an increase in accounts payable and accrual expenses in the amount of US$1.1 million for the six months ended June 30, 2022, compared to an increase of US$9.4 million for the six months ended June 30, 2021, and a decrease in deferred revenue in the amount of US$1.5 million for the six months ended June 30, 2022, compared to an increase of US$6.9 million for the six months ended June 30, 2021. This was partially offset by:
 
 
(1) a fair value gain of US$8.0 million for the six months ended June 30, 2022, compared to a loss of US$0.1 million for the six months ended June 30, 2021; and (2) working capital adjustments which consisted mainly of a decrease in accounts receivable in the amount of US$2.0 million for the six months ended June 30, 2022, compared to an increase of US$6.6 million for the six months ended June 30, 2021, and a decrease in prepaid expenses in the amount of US$3.2 million for the six months ended June 30, 2022, compared to an increase of US$2.4 million for the six months ended June 30, 2021.
 
40

Net cash used in investing activities
 
For the six months ended June 30, 2022, net cash used in investing activities increased by US$57.4 million to US$59.2 million from US$1.8 million for the six months ended June 30, 2021, primarily as a result of (1) an increase in the purchase of short term investment to US$111.0 million for the six months ended June 30, 2022, from nil for the six months ended June 30, 2021; which was partially offset by an increase in the redemption of short-term investments to US$53.1 million for the six months ended June 30, 2022, from nil for the six months ended June 30, 2021.

Net cash used in financing activities
 
 
Net cash used in financing activities decreased by US$7.8 million to US$3.2 million for the six months ended June 30, 2022 from US$11.0 million for the six months ended June 30, 2021. This decrease is primarily attributable to a decrease in the payments of loans and financing to US$1.3 million for the six months ended June 30, 2022 from US$9.7 million for the six months ended June 30, 2021.
 
Capital expenditures
 
Our capital expenditures, consisting of purchase of property and equipment, for the six months ended June 30, 2022 and 2021, amounted to US$0.2 million and US$1.1 million, respectively, representing 0.2% and 1.9% of our total revenue for the six months ended June 30, 2022 and 2021, respectively.

 We expect to slightly increase our capital expenditures to support the growth in our business and operations. For 2022, we have budgeted capital expenditures of US$2.0 million. We expect to meet our capital expenditure needs for at least the next 12 months from our net cash provided by operating activities and our existing cash and cash equivalents.
 
Off-balance sheet arrangements
 
As of June 30, 2022, we did not have any off-balance sheet arrangements.
 
Quantitative and qualitative disclosures about market risk
 
We are exposed to market risks in the ordinary course of our business, including the effects of foreign currency fluctuations, derivative financial instruments, credit risk and liquidity risk. Information relating to quantitative and qualitative disclosures about these market risks is described below:
 
Interest rate risk
 
The interest risk arises from the possibility of us incurring losses due to fluctuations in interest rates in respect of fair value of future cash flows of a financial instrument.
 
Our main exposure to interest rate risk is related to loans and financing payable subject to variable interest rate, principally the CDI rate. Our investments are made for capital preservation purposes and we do not enter into investments for trading or speculative purposes. Our trade receivables, accounts payable and other liabilities do not bear interest.
 
The following table summarize our financial instruments exposed to an interest rate risk as of June 30, 2022:
 
 

Transaction

Interest rate risk (i)
 

Book value
 
     (in millions of US$) 
 
Loans and financing
CDI and TJLP  
2,396
 
 
Accounts payable from acquisition of subsidiaries
CDI  
1,552
 

(i) Risk-free interest rate in Brazilian Reais.

As of June 30, 2022, we are not materially exposed to the risk of changes in market interest rates mostly due to the purpose of our investments.
41

Foreign currency exchange risk
 
We have significant operations internationally that are denominated in foreign currencies. Our exposure to foreign exchange risk is primarily related to fluctuations between the U.S. Dollar and the Latin American countries in which we operate (primarily the Brazilian real, Argentine peso, Colombian peso and Chilean peso). We transact business in various foreign currencies and have significant international revenues and costs. Our cash flows, results of operations and certain of our intercompany balances are exposed to foreign exchange rate fluctuations that may differ materially from expectations. We may record significant gains or losses due to foreign currency fluctuations and related hedging activities.
 
Our subsidiaries generate revenues and incur most of their expenses in the respective local currencies of the countries in which they operate. As a result, our subsidiaries use their local currency as their functional currency. As of the six months ended June 30,2022 and in the year ended December 31, 2021, 16.4% and 17.3% of our revenues were denominated in, or linked to, U.S. dollars, respectively. As of the six months ended June 30, 2022 and in the year ended December 31, 2021, our assets were represented by 70.5% and 69.6% in U.S. dollars, 29.5% and 30.4% in other currencies. As of the six months ended June 30, 2022 and in the year ended December 31, 2021, our liabilities, excluding our total shareholders’ equity, were represented by 15.6% and 16.9% in U.S. dollars, 84.4% and 83.1% in other currencies.
 
We are exposed to foreign exchange fluctuations on the revaluation of foreign currency assets and liabilities. We use foreign exchange derivative products to hedge intercompany loans, and debt for operational purposes. By their nature, derivative financial instruments involve risk, including the credit risk of non-performance by counterparties. We use derivatives for hedging purposes and not as speculative investments.
 
42


SIGNATURES
 

 

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
 
Date: August 11, 2022
 
  VTEX
 
 
 
 
 
 
 
  By:   /s/ André Spolidoro Ferreira Gomes
 
 
 
Name: André Spolidoro Ferreira Gomes
 
Title:   Chief Financial Officer 
 


43