|
The Cayman Islands
(State or Other Jurisdiction of Incorporation or Organization) |
| |
7372
(Primary Standard Industrial Classification Code Number) |
| |
N/A
(I.R.S. Employer Identification No.) |
|
|
Grenfel S. Calheiros
S. Todd Crider Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000 |
| |
Manuel Garciadiaz
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 |
|
| | ||||||||||||||||||||||||||||
Title of Each Class of Securities to be Registered
|
| | |
Amount to be
Registered(1) |
| | |
Proposed
Maximum Offering Price per Share(2) |
| | |
Proposed
Maximum Aggregate Offering Price(1)(2) |
| | |
Amount of
Registration Fee(3) |
| ||||||||||||
Class A common shares, par value US$0.00005 per share
|
| | | | | 14,845,455 | | | | | | US$ | 17.50 | | | | | | US$ | 259,795,462.50 | | | | | | US$ | 28,343.68 | | |
| | |
Per Class A Common Share
|
| |
Total
|
| ||||||
Initial public offering price(1)
|
| | | US$ | | | | | US$ | | | ||
Underwriting discount and commissions(1)(2)
|
| | | US$ | | | | | US$ | | | ||
Proceeds to us (before expenses)(1)(3)
|
| | | US$ | | | | | US$ | | | |
|
Goldman Sachs & Co. LLC
|
| |
Morgan Stanley
|
|
|
Bradesco BBI
|
| |
Itau BBA
|
| |
UBS Investment Bank
|
|
| | |
Page
|
| |||
| | | | iii | | | |
| | | | 1 | | | |
| | | | 24 | | | |
| | | | 68 | | | |
| | | | 70 | | | |
| | | | 71 | | | |
| | | | 72 | | | |
| | | | 74 | | | |
| | | | 76 | | | |
| | | | 77 | | | |
| | | | 83 | | | |
| | | | 106 | | | |
| | | | 128 | | | |
| | | | 145 | | | |
| | | | 150 | | | |
| | | | 152 | | | |
| | | | 153 | | | |
| | | | 172 | | | |
| | | | 174 | | | |
| | | | 179 | | | |
| | | | 192 | | | |
| | | | 193 | | | |
| | | | 194 | | | |
| | | | 195 | | | |
| | | | 198 | | | |
| | | | 199 | | | |
| | | | F-1 | | |
| | |
Historical Zenvia Brazil
|
| |
Total Zenvia
Pro Forma(1) |
| ||||||||||||||||||||||||||||||
| | |
Year ended December 31,
|
| |
Year ended December 31,
|
| ||||||||||||||||||||||||||||||
| | |
2020(2)
|
| |
2020(2)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(3)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(3)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Revenue
|
| | | | 82,687 | | | | | | 429,701 | | | | | | 354,035 | | | | | | 276,380 | | | | | | 94,766 | | | | | | 492,470 | | |
Cost of services(4)
|
| | | | (62,707) | | | | | | (325,870) | | | | | | (260,786) | | | | | | (186,084) | | | | | | (71,640) | | | | | | (372,292) | | |
Gross profit
|
| | | | 19,980 | | | | | | 103,831 | | | | | | 93,249 | | | | | | 90,296 | | | | | | 23,126 | | | | | | 120,178 | | |
Selling and marketing expenses(5)
|
| | | | (6,464) | | | | | | (33,589) | | | | | | (26,018) | | | | | | (18,241) | | | | | | (10,931) | | | | | | (56,806) | | |
Administrative expenses(4)(5)
|
| | | | (13,791) | | | | | | (71,667) | | | | | | (40,868) | | | | | | (35,683) | | | | | | (37,182) | | | | | | (193,224) | | |
Research and development expenses(5)
|
| | | | (3,009) | | | | | | (15,637) | | | | | | (9,832) | | | | | | (3,931) | | | | | | (3,009) | | | | | | (15,637) | | |
Gain on bargain purchase
|
| | | | — | | | | | | — | | | | | | 2,479 | | | | | | — | | | | | | — | | | | | | — | | |
Allowance for credit losses
|
| | | | (809) | | | | | | (4,205) | | | | | | (3,733) | | | | | | (2,287) | | | | | | (879) | | | | | | (4,568) | | |
Other income and expenses, net
|
| | | | (162) | | | | | | (840) | | | | | | 4,473 | | | | | | 96 | | | | | | (699) | | | | | | (3,629) | | |
Operating profit
|
| | | | (4,255) | | | | | | (22,107) | | | | | | 19,750 | | | | | | 30,250 | | | | | | (29,574) | | | | | | (153,686) | | |
Finance costs
|
| | | | (5,115) | | | | | | (26,580) | | | | | | (6,811) | | | | | | (7,352) | | | | | | (5,913) | | | | | | (30,727) | | |
Finance income
|
| | | | 3,698 | | | | | | 19,217 | | | | | | 4,239 | | | | | | 3,446 | | | | | | 3,781 | | | | | | 19,647 | | |
Net finance costs
|
| | | | (1,417) | | | | | | (7,363) | | | | | | (2,572) | | | | | | (3,906) | | | | | | (2,132) | | | | | | (11,080) | | |
Profit (loss) before income tax and social contribution
|
| | | | (5,672) | | | | | | (29,470) | | | | | | 17,178 | | | | | | 26,344 | | | | | | (31,706) | | | | | | (164,766) | | |
Deferred income tax and social contribution
|
| | | | 1,632 | | | | | | 8,480 | | | | | | (3,186) | | | | | | (3,457) | | | | | | 5,971 | | | | | | 31,027 | | |
Current income tax and social contribution
|
| | | | (85) | | | | | | (441) | | | | | | (148) | | | | | | (3,022) | | | | | | (776) | | | | | | (4,031) | | |
Profit (loss) for the year
|
| | | | (4,125) | | | | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | | | | | (26,511) | | | | | | (137,770) | | |
| | |
Historical Zenvia Brazil
|
| |||||||||||||||||||||
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020(*)
|
| |
2020(*)
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(**)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Cost of services
|
| | | | (1,355) | | | | | | (7,042) | | | | | | (653) | | | | | | — | | |
Administrative expenses
|
| | | | (1,630) | | | | | | (8,468) | | | | | | (11,087) | | | | | | (11,044) | | |
Total | | | | | (2,985) | | | | | | (15,510) | | | | | | (11,740) | | | | | | (11,044) | | |
| | |
Historical Zenvia Brazil
|
| |||||||||||||||||||||
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020(*)
|
| |
2020(*)
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(**)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Selling and marketing expenses
|
| | | | (758) | | | | | | (3,941) | | | | | | (2,615) | | | | | | — | | |
Research and development expenses
|
| | | | (758) | | | | | | (3,941) | | | | | | (2,615) | | | | | | — | | |
Administrative expenses
|
| | | | (1,700) | | | | | | (8,833) | | | | | | — | | | | | | — | | |
Total
|
| | |
|
(3,216)
|
| | | |
|
(16,715)
|
| | | |
|
(5,230)
|
| | | | | — | | |
| | |
Historical Zenvia Brazil
|
| |
Total Zenvia
Pro Forma(1) |
| ||||||||||||||||||||||||||||||
| | |
As of December 31,
|
| |
As of December 31,
|
| ||||||||||||||||||||||||||||||
| | |
2020(2)
|
| |
2020(2)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(3)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(3)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | | 11,542 | | | | | | 59,979 | | | | | | 12,342 | | | | | | 50,676 | | | | | | 135,236 | | | | | | 702,783 | | |
Total current assets(4)
|
| | | | 29,766 | | | | | | 154,686 | | | | | | 79,089 | | | | | | 104,281 | | | | | | 155,861 | | | | | | 809,962 | | |
Total non-current assets
|
| | | | 57,375 | | | | | | 298,168 | | | | | | 169,894 | | | | | | 168,083 | | | | | | 206,756 | | | | | | 1,074,447 | | |
Total assets
|
| | | | 87,141 | | | | | | 452,854 | | | | | | 248,983 | | | | | | 272,364 | | | | | | 362,617 | | | | | | 1,884,409 | | |
Total current liabilities
|
| | | | 43,573 | | | | | | 226,438 | | | | | | 74,777 | | | | | | 73,717 | | | | | | 46,637 | | | | | | 242,356 | | |
Total non-current liabilities
|
| | | | 21,372 | | | | | | 111,068 | | | | | | 74,869 | | | | | | 50,153 | | | | | | 76,092 | | | | | | 395,429 | | |
Total liabilities
|
| | | | 64,945 | | | | | | 337,506 | | | | | | 149,646 | | | | | | 123,870 | | | | | | 122,729 | | | | | | 637,785 | | |
Total equity
|
| | | | 22,196 | | | | | | 115,348 | | | | | | 99,337 | | | | | | 148,494 | | | | | | 239,888 | | | | | | 1,246,624 | | |
Total liabilities and equity
|
| | | | 87,141 | | | | | | 452,854 | | | | | | 248,983 | | | | | | 272,364 | | | | | | 362,617 | | | | | | 1,884,409 | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
Historical Zenvia Brazil
|
| |
Total Zenvia
Pro Forma(1) |
| ||||||||||||||||||||||||||||||
| | |
2020(2)
|
| |
2020(2)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(3)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(3)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Non-GAAP Gross Profit(4)
|
| | | | 21,335 | | | | | | 110,873 | | | | | | 93,902 | | | | | | 90,296 | | | | | | 29,530(8) | | | | | | 153,456(8) | | |
Non-GAAP Operating Profit(5)
|
| | | | (720) | | | | | | (3,739) | | | | | | 29,011 | | | | | | 41,294 | | | | | | (2,147)(9) | | | | | | (11,169)(9) | | |
EBITDA(6) | | | | | 996 | | | | | | 5,180 | | | | | | 38,546 | | | | | | 44,763 | | | | | | (18,883)(10) | | | | | | (97,869)(10) | | |
Adjusted EBITDA(7)
|
| | | | 1,546 | | | | | | 8,038 | | | | | | 36,067 | | | | | | 44,763 | | | | | | 506(11) | | | | | | 2,632(11) | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Active customers(1) (#)
|
| | | | 9,442 | | | | | | 7,751 | | | | | | 5,871 | | |
Revenue growth rate(2)
|
| | | | 21.4% | | | | | | 28.1% | | | | | | — | | |
Net revenue expansion rate(2)
|
| | | | 112.8% | | | | | | 117.1% | | | | | | 116.8% | | |
| | |
As of December 31, 2020
|
| | | |||||||||||||||||||
| | |
Zenvia Brazil,
as Reported |
| |
As Adjusted
|
| |
As Further
Adjusted |
| | | |||||||||||||
| | |
(in R$ thousands)
|
| | | | | | | |||||||||||||||
Loans and borrowings, current(1)
|
| | | | 56,197 | | | | | | 56,197 | | | | | | 59,376 | | | | | ||||
Loans and borrowings, non-current(1)
|
| | | | 42,778 | | | | | | 42,778 | | | | | | 51,069 | | | | | ||||
Equity | | | | | | | | | | | | | | | | | | | | | | ||||
4,781,602 Zenvia Brazil common shares on an as reported basis
|
| | | | 115,348 | | | | | | — | | | | | | — | | | | | ||||
Class A common shares, par value US$0.00005 per share, 500,000,000 shares authorized, 13,108,801 shares outstanding on an as adjusted basis and 14,675,390 shares outstanding on an as further adjusted basis
|
| | | | — | | | | | | 337,988 | | | | | | 478,411 | | | | | ||||
Class B common shares, par value US$0.00005 per share, 250,000,000 shares authorized, 23,708,300 shares outstanding on an as adjusted basis and 23,708,300 shares outstanding on an as further adjusted basis
|
| | | | — | | | | | | 768,213 | | | | | | 768,213 | | | | | ||||
Total equity
|
| | | | 115,348 | | | | | | 1,106,201(2) | | | | | | 1,246,624 | | | | | ||||
Total capitalization
|
| | | | 214,323 | | | | | | 1,205,176 | | | | | | 1,357,069 | | | | |
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
| | |
R$ (except as otherwise
indicated) |
| |||||||||
Assumed initial public offering price per Class A common shares(1)
|
| | | US$ | 16.50 | | | | | US$ | 16.50 | | |
Assumed initial public offering price per Class A common shares in reais(2)
|
| | | | 89.24 | | | | | | 89.24 | | |
Net tangible book deficit per common share at December 31, 2020 prior to this offering (after giving effect to the one-to-five contribution related to the Corporate Reorganization)
|
| | | | (6.95) | | | | | | (6.95) | | |
Net tangible book value per common share at December 31, 2020 (giving pro forma effect to the Contribution, the completion of this offering and the consummation of the D1 Acquisition as if it had occurred on December 31, 2020)
|
| | | | 5.02 | | | | | | 8.69 | | |
Dilution in pro forma net tangible book value per common share attributable to new shareholders(3)
|
| | | | 84.2 | | | | | | 80.6 | | |
| | |
Common Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
per Common Share (US$) |
| |||||||||||||||||||||||||||
| | |
Amount
|
| |
Percentage of
Total Common Shares (%) |
| |
Amount
(US$ million) |
| |
Percentage
(%) |
| ||||||||||||||||||||||||
Current shareholders
|
| | | | | | | | | | 23,908,010 | | | | | | 64.9 | | | | | | 51.9(1) | | | | | | 19.7 | | | | | | 2.17 | | |
New investors
|
| | | | | | | | | | 12,909,091 | | | | | | 35.1 | | | | | | 213.0 | | | | | | 80.4 | | | | | | 16.50 | | |
Total
|
| | | | | | | | | 36,817,101 | | | | | | 100.0 | | | | | | 264.9 | | | | | | 100.0 | | | | | | 7.19 | | |
Year
|
| |
Period-end
|
| |
Average for
Period(1) |
| |
Low
|
| |
High
|
| ||||||||||||
| | |
(R$ per US$)
|
| |||||||||||||||||||||
2016
|
| | | | 3.259 | | | | | | 3.483 | | | | | | 3.119 | | | | | | 4.156 | | |
2017
|
| | | | 3.308 | | | | | | 3.193 | | | | | | 3.051 | | | | | | 3.381 | | |
2018
|
| | | | 3.875 | | | | | | 3.656 | | | | | | 3.139 | | | | | | 4.188 | | |
2019
|
| | | | 4.031 | | | | | | 3.946 | | | | | | 3.652 | | | | | | 4.260 | | |
2020
|
| | | | 5.197 | | | | | | 5.158 | | | | | | 4.021 | | | | | | 5.937 | | |
2021 (through May 3, 2021)
|
| | | | 5.409 | | | | | | 5.502 | | | | | | 5.163 | | | | | | 5.840 | | |
Month
|
| |
Period-end
|
| |
Average for
Period(1) |
| |
Low
|
| |
High
|
| ||||||||||||
| | |
(R$ per US$)
|
| |||||||||||||||||||||
December 2020
|
| | | | 5.197 | | | | | | 5.146 | | | | | | 5.058 | | | | | | 5.279 | | |
January 2021
|
| | | | 5.476 | | | | | | 5.356 | | | | | | 5.163 | | | | | | 5.509 | | |
February 2021
|
| | | | 5.530 | | | | | | 5.416 | | | | | | 5.342 | | | | | | 5.530 | | |
March 2021
|
| | | | 5.697 | | | | | | 5.646 | | | | | | 5.495 | | | | | | 5.840 | | |
April 2021
|
| | | | 5.404 | | | | | | 5.562 | | | | | | 5.336 | | | | | | 5.706 | | |
May 2021 (through May 3, 2021)
|
| | | | 5.409 | | | | | | 5.409 | | | | | | 5.409 | | | | | | 5.409 | | |
| | |
Historical Zenvia Brazil
Year ended December 31, |
| |
Total Zenvia
Pro Forma(1) Year ended December 31, |
| ||||||||||||||||||||||||||||||
| | |
2020(2)
|
| |
2020(2)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(3)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(3)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Revenue
|
| | | | 82,687 | | | | | | 429,701 | | | | | | 354,035 | | | | | | 276,380 | | | | | | 94,766 | | | | | | 492,470 | | |
Cost of services(4)
|
| | | | (62,707) | | | | | | (325,870) | | | | | | (260,786) | | | | | | (186,084) | | | | | | (71,640) | | | | | | (372,292) | | |
Gross profit
|
| | | | 19,980 | | | | | | 103,831 | | | | | | 93,249 | | | | | | 90,296 | | | | | | 23,126 | | | | | | 120,178 | | |
Selling and marketing expenses(5)
|
| | | | (6,464) | | | | | | (33,589) | | | | | | (26,018) | | | | | | (18,241) | | | | | | (10,931) | | | | | | (56,806) | | |
Administrative expenses(4)(5)
|
| | | | (13,791) | | | | | | (71,667) | | | | | | (40,868) | | | | | | (35,683) | | | | | | (37,182) | | | | | | (193,224) | | |
Research and development expenses(5)
|
| | | | (3,009) | | | | | | (15,637) | | | | | | (9,832) | | | | | | (3,931) | | | | | | (3,009) | | | | | | (15,637) | | |
Gain on bargain purchase
|
| | | | — | | | | | | — | | | | | | 2,479 | | | | | | — | | | | | | — | | | | | | — | | |
Allowance for credit losses
|
| | | | (809) | | | | | | (4,205) | | | | | | (3,733) | | | | | | (2,287) | | | | | | (879) | | | | | | (4,568) | | |
Other income and expenses, net
|
| | | | (162) | | | | | | (840) | | | | | | 4,473 | | | | | | 96 | | | | | | (699) | | | | | | (3,629) | | |
Operating profit
|
| | | | (4,255) | | | | | | (22,107) | | | | | | 19,750 | | | | | | 30,250 | | | | | | (29,574) | | | | | | (153,686) | | |
Finance costs
|
| | | | (5,115) | | | | | | (26,580) | | | | | | (6,811) | | | | | | (7,352) | | | | | | (5,913) | | | | | | (30,727) | | |
Finance income
|
| | | | 3,698 | | | | | | 19,217 | | | | | | 4,239 | | | | | | 3,446 | | | | | | 3,781 | | | | | | 19,647 | | |
Net finance costs
|
| | | | (1,417) | | | | | | (7,363) | | | | | | (2,572) | | | | | | (3,906) | | | | | | (2,132) | | | | | | (11,080) | | |
Profit (loss) before income tax and social contribution
|
| | | | (5,672) | | | | | | (29,470) | | | | | | 17,178 | | | | | | 26,344 | | | | | | (31,706) | | | | | | (164,766) | | |
Deferred income tax and social contribution
|
| | | | 1,632 | | | | | | 8,480 | | | | | | (3,186) | | | | | | (3,457) | | | | | | 5,971 | | | | | | 31,027 | | |
Current income tax and social contribution
|
| | | | (85) | | | | | | (441) | | | | | | (148) | | | | | | (3,022) | | | | | | (776) | | | | | | (4,031) | | |
Profit (loss) for the year
|
| | | | (4,125) | | | | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | | | | | (26,511) | | | | | | (137,770) | | |
| | |
Historical Zenvia Brazil
Year ended December 31, |
| |||||||||||||||||||||
| | |
2020(*)
|
| |
2020(*)
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(**)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Cost of services
|
| | | | (1,355) | | | | | | (7,042) | | | | | | (653) | | | | | | — | | |
Administrative expenses
|
| | | | (1,630) | | | | | | (8,468) | | | | | | (11,087) | | | | | | (11,044) | | |
Total | | | | | (2,985) | | | | | | (15,510) | | | | | | (11,740) | | | | | | (11,044) | | |
| | |
Historical Zenvia Brazil
Year ended December 31, |
| |||||||||||||||||||||
| | |
2020(*)
|
| |
2020(*)
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(**)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Selling and marketing expenses
|
| | | | (758) | | | | | | (3,941) | | | | | | (2,615) | | | | | | — | | |
Research and development expenses
|
| | | | (758) | | | | | | (3,941) | | | | | | (2,615) | | | | | | — | | |
Administrative expenses
|
| | | | (1,700) | | | | | | (8,833) | | | | | | — | | | | | | — | | |
Total | | | | | (3,216) | | | | | | (16,715) | | | | | | (5,230) | | | | |
|
—
|
| |
| | |
Historical Zenvia Brazil
As of December 31, |
| |
Total Zenvia
Pro Forma(1) As of December 31, |
| ||||||||||||||||||||||||||||||
| | |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(2)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(2)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Current assets | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Cash and cash equivalents
|
| | | | 11,542 | | | | | | 59,979 | | | | | | 12,342 | | | | | | 50,676 | | | | | | 135,236 | | | | | | 702,783 | | |
Trade and other receivables
|
| | | | 16,551 | | | | | | 86,009 | | | | | | 62,136 | | | | | | 51,200 | | | | | | 18,869 | | | | | | 98,057 | | |
Current tax assets
|
| | | | 942 | | | | | | 4,897 | | | | | | 2,703 | | | | | | 2,068 | | | | | | 968 | | | | | | 5,031 | | |
Prepayments
|
| | | | 484 | | | | | | 2,516 | | | | | | 1,158 | | | | | | 71 | | | | | | 540 | | | | | | 2,805 | | |
Other assets
|
| | | | 247 | | | | | | 1,285 | | | | | | 750 | | | | | | 266 | | | | | | 247 | | | | | | 1,286 | | |
Total current assets
|
| | | | 29,766 | | | | | | 154,686 | | | | | | 79,089 | | | | | | 104,281 | | | | | | 155,861 | | | | | | 809,962 | | |
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Interest earning bank deposits
|
| | | | 429 | | | | | | 2,227 | | | | | | 3,292 | | | | | | 4,714 | | | | | | 429 | | | | | | 2,227 | | |
Property, plant and equipment
|
| | | | 2,404 | | | | | | 12,495 | | | | | | 17,496 | | | | | | 9,198 | | | | | | 3,138 | | | | | | 16,305 | | |
Intangible assets and goodwill
|
| | | | 54,164 | | | | | | 281,475 | | | | | | 149,106 | | | | | | 154,171 | | | | | | 202,808 | | | | | | 1,053,934 | | |
Other non-current assets
|
| | | | 378 | | | | | | 1,971 | | | | | | — | | | | | | — | | | | | | 381 | | | | | | 1,981 | | |
Total non-current assets
|
| | | | 57,375 | | | | | | 298,168 | | | | | | 169,894 | | | | | | 168,083 | | | | | | 206,756 | | | | | | 1,074,447 | | |
Total assets
|
| | | | 87,141 | | | | | | 452,854 | | | | | | 248,983 | | | | | | 272,364 | | | | | | 362,617 | | | | | | 1,884,409 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Loans and borrowings
|
| | | | 10,814 | | | | | | 56,197 | | | | | | 17,696 | | | | | | 12,852 | | | | | | 11,426 | | | | | | 59,376 | | |
Trade and other payables
|
| | | | 19,250 | | | | | | 100,036 | | | | | | 42,454 | | | | | | 44,322 | | | | | | 19,887 | | | | | | 103,347 | | |
Related parties
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 470 | | | | | | 2,442 | | |
Liabilities from acquisitions
|
| | | | 10,299 | | | | | | 53,520 | | | | | | — | | | | | | — | | | | | | 10,299 | | | | | | 53,520 | | |
Current tax liabilities
|
| | | | 1,712 | | | | | | 8,898 | | | | | | 5,185 | | | | | | 6,405 | | | | | | 2,151 | | | | | | 11,179 | | |
Employee benefits
|
| | | | 1,285 | | | | | | 6,678 | | | | | | 6,755 | | | | | | 5,235 | | | | | | 1,658 | | | | | | 8,609 | | |
Lease liabilities
|
| | | | 213 | | | | | | 1,109 | | | | | | 2,687 | | | | | | — | | | | | | 342 | | | | | | 1,777 | | |
Dividends payable
|
| | | | — | | | | | | — | | | | | | — | | | | | | 4,718 | | | | | | — | | | | | | — | | |
Other current liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | 185 | | | | | | 404 | | | | | | 2,106 | | |
Total current liabilities
|
| | | | 43,573 | | | | | | 226,438 | | | | | | 74,777 | | | | | | 73,717 | | | | | | 46,637 | | | | | | 242,356 | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Related parties
|
| | | | — | | | | | | — | | | | | | 5,230 | | | | | | — | | | | | | 1,421 | | | | | | 7,386 | | |
Liabilities from acquisitions
|
| | | | 7,741 | | | | | | 40,228 | | | | | | 5,230 | | | | | | — | | | | | | 52,212 | | | | | | 271,328 | | |
Loans and borrowings
|
| | | | 8,232 | | | | | | 42,778 | | | | | | 45,650 | | | | | | 35,377 | | | | | | 9,827 | | | | | | 51,069 | | |
Employee benefits
|
| | | | 221 | | | | | | 1,151 | | | | | | 1,127 | | | | | | — | | | | | | 221 | | | | | | 1,151 | | |
Lease liabilities
|
| | | | 317 | | | | | | 1,649 | | | | | | 4,604 | | | | | | — | | | | | | 798 | | | | | | 4,145 | | |
Provisions
|
| | | | 436 | | | | | | 2,267 | | | | | | 1,489 | | | | | | 1,193 | | | | | | 534 | | | | | | 2,774 | | |
Deferred tax liabilities
|
| | | | 4,386 | | | | | | 22,794 | | | | | | 16,769 | | | | | | 13,583 | | | | | | 10,811 | | | | | | 56,182 | | |
Other non-current liabilities
|
| | | | 39 | | | | | | 201 | | | | | | — | | | | | | — | | | | | | 268 | | | | | | 1,394 | | |
Total non-current liabilities
|
| | | | 21,372 | | | | | | 111,068 | | | | | | 74,869 | | | | | | 50,153 | | | | | | 76,092 | | | | | | 395,429 | | |
Total liabilities
|
| | | | 64,945 | | | | | | 337,506 | | | | | | 149,646 | | | | | | 123,870 | | | | | | 122,729 | | | | | | 637,785 | | |
Total equity
|
| | | | 22,196 | | | | | | 115,348 | | | | | | 99,337 | | | | | | 148,494 | | | | | | 239,888 | | | | | | 1,246,624 | | |
Total liabilities and equity
|
| | | | 87,141 | | | | | | 452,854 | | | | | | 248,983 | | | | | | 272,364 | | | | | | 362,617 | | | | | | 1,884,409 | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
Historical Zenvia Brazil
|
| |
Total Zenvia
Pro Forma(1) |
| ||||||||||||||||||||||||||||||
| | |
2020(2)
|
| |
2020(2)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(3)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(3)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Non-GAAP Gross Profit(4)
|
| | | | 21,335 | | | | | | 110,873 | | | | | | 93,902 | | | | | | 90,296 | | | | | | 29,530(8) | | | | | | 153,456(8) | | |
Non-GAAP Operating Profit(5)
|
| | | | (720) | | | | | | (3,739) | | | | | | 29,011 | | | | | | 41,294 | | | | | | (2,147)(9) | | | | | | (11,169)(9) | | |
EBITDA(6) | | | | | 996 | | | | | | 5,180 | | | | | | 38,546 | | | | | | 44,763 | | | | | | (18,833)(10) | | | | | | (97,869)(10) | | |
Adjusted EBITDA(7)
|
| | | | 1,546 | | | | | | 8,038 | | | | | | 36,067 | | | | | | 44,763 | | | | | | 506(11) | | | | | | 2,632(11) | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(1)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Gross profit
|
| | | | 19,980 | | | | | | 103,831 | | | | | | 93,249 | | | | | | 90,296 | | |
(+) Amortization of intangible assets acquired from business combinations
|
| | | | 1,355 | | | | | | 7,042 | | | | | | 653 | | | | | | — | | |
Non-GAAP Gross Profit(2)
|
| | | | 21,335 | | | | | | 110,873 | | | | | | 93,902 | | | | | | 90,296 | | |
Revenue
|
| | | | 82,687 | | | | | | 429,701 | | | | | | 354,035 | | | | | | 276,380 | | |
Gross margin(3)
|
| | | | 24.2% | | | | | | 24.2% | | | | | | 26.3% | | | | | | 32.7% | | |
Non-GAAP Gross Margin(4)
|
| | | | 25.8% | | | | | | 25.8% | | | | | | 26.5% | | | | | | 32.7% | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(1)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Profit | | | | | (4,125) | | | | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
(+) Income tax and social contribution (current and deferred)
|
| | | | (1,547) | | | | | | (8,039) | | | | | | 3,334 | | | | | | 6,479 | | |
(+) Net finance costs
|
| | | | 1,417 | | | | | | 7,363 | | | | | | 2,572 | | | | | | 3,906 | | |
Operating profit
|
| | | | (4,255) | | | | | | (22,107) | | | | | | 19,750 | | | | | | 30,250 | | |
(+) Amortization of intangible assets acquired from business combinations
|
| | | | 2,985 | | | | | | 15,510 | | | | | | 11,740 | | | | | | 11,044 | | |
(–) Gain on bargain purchase
|
| | | | — | | | | | | — | | | | | | (2,479) | | | | | | — | | |
(+) Expenses related to branch closing(2)
|
| | | | 550 | | | | | | 2,858 | | | | | | — | | | | | | — | | |
Non-GAAP Operating Profit(3)
|
| | | | (720) | | | | | | (3,739) | | | | | | 29,011 | | | | | | 41,294 | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(1)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Profit | | | | | (4,125) | | | | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
(+) Income tax and social contribution (current and deferred)
|
| | | | (1,547) | | | | | | (8,039) | | | | | | 3,334 | | | | | | 6,479 | | |
(+) Net finance costs
|
| | | | 1,417 | | | | | | 7,363 | | | | | | 2,572 | | | | | | 3,906 | | |
(+) Depreciation and amortization
|
| | | | 5,251 | | | | | | 27,287 | | | | | | 18,796 | | | | | | 14,513 | | |
EBITDA(2) | | | | | 996 | | | | | | 5,180 | | | | | | 38,546 | | | | | | 44,763 | | |
(+) Expenses related to branch closing(3)
|
| | | | 550 | | | | | | 2,858 | | | | | | — | | | | | | — | | |
(–) Gain on bargain purchase
|
| | | | — | | | | | | — | | | | | | (2,479) | | | | | | — | | |
Adjusted EBITDA(4)
|
| | | | 1,546 | | | | | | 8,038 | | | | | | 36,067 | | | | | | 44,763 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Active customers(1) (#)
|
| | | | 9,442 | | | | | | 7,751 | | | | | | 5,871 | | |
Revenue growth rate(2)
|
| | | | 21.4% | | | | | | 28.1% | | | | | | — | | |
Net revenue expansion rate(2)
|
| | | | 112.8% | | | | | | 117.1% | | | | | | 116.8% | | |
| | |
Historical
Zenvia Brazil (1) |
| |
Historical
D1(2) |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Other
Transaction Accounting Adjustments(3) |
| |
Subtotal Zenvia
Pro Forma (Reflecting the Corporate Reorganization and the issuance of Class A common shares to fund the D1 Acquisition(3) |
| |
Additional
Other Transaction Adjustments(4) |
| |
Total Zenvia
Pro Forma |
| ||||||||||||||||||||||||||||||
| | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| | | | | | | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(US$)(5)
|
| ||||||||||||||||||||||||
Assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Current assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Cash and cash equivalents
|
| | | | 59,979 | | | | | | 22,952 | | | | | | (371,001)(6) | | | | | | 3.1 | | | | | | 309,537(3) | | | | | | 21,467 | | | | | | 681,316 | | | | | | 702,783 | | | | | | 135,236 | | |
Trade and other receivables
|
| | | | 86,009 | | | | | | 12,048 | | | | | | — | | | | | | | | | | | | — | | | | | | 98,057 | | | | | | — | | | | | | 98,057 | | | | | | 18,869 | | |
Other assets
|
| | | | 8,698 | | | | | | 424 | | | | | | — | | | | | | | | | | | | — | | | | | | 9,122 | | | | | | — | | | | | | 9,122 | | | | | | 1,755 | | |
Total current assets
|
| | | | 154,686 | | | | | | 35,424 | | | | | | (371,001) | | | | | | | | | | | | 309,537 | | | | | | 128,646 | | | | | | 681,316 | | | | | | 809,962 | | | | | | 155,861 | | |
Non-current assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Property, plant and equipment
|
| | | | 12,495 | | | | | | 3,810 | | | | | | — | | | | | | | | | | | | — | | | | | | 16,305 | | | | | | — | | | | | | 16,305 | | | | | | 3,138 | | |
Intangible assets and goodwill
|
| | | | 281,475 | | | | | | 58,964 | | | | | | 713,495 | | | | | | 3.2 | | | | | | — | | | | | | 1,053,934 | | | | | | — | | | | | | 1,053,934 | | | | | | 202,808 | | |
Other non-current assets
|
| | | | 4,198 | | | | | | 10 | | | | | | — | | | | | | | | | | | | — | | | | | | 4,208 | | | | | | — | | | | | | 4,208 | | | | | | 810 | | |
Total non-current assets
|
| | | | 298,168 | | | | | | 62,784 | | | | |
|
713,495
|
| | | | | | | | | | | — | | | | | | 1,074,447 | | | | | | — | | | | | | 1,074,447 | | | | | | 206,756 | | |
Total assets
|
| | | | 452,854 | | | | | | 98,208 | | | | | | 342,494 | | | | | | | | | | | | 309,537 | | | | | | 1,203,093 | | | | | | 681,316 | | | | | | 1,884,409 | | | | | | 362,617 | | |
| | |
Historical
Zenvia Brazil(1) |
| |
Historical
D1(2) |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Other
Transaction Accounting Adjustments(3) |
| |
Subtotal Zenvia
Pro Forma (Reflecting the Corporate Reorganization and the issuance of Class A common shares to fund the D1 Acquisition(3) |
| |
Additional
Other Transaction Adjustments(4) |
| |
Total Zenvia
Pro Forma |
| ||||||||||||||||||||||||||||||
| | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| | | | | | | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(US$)(5)
|
| ||||||||||||||||||||||||
Liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Loans and borrowings
|
| | | | 56,197 | | | | | | 3,179 | | | | | | — | | | | | | | | | | | | — | | | | | | 59,376 | | | | | | — | | | | | | 59,376 | | | | | | 11,426 | | |
Trade and other payables
|
| | | | 100,036 | | | | | | 3,311 | | | | | | — | | | | | | | | | | | | — | | | | | | 103,347 | | | | | | — | | | | | | 103,347 | | | | | | 19,887 | | |
Related parties
|
| | | | — | | | | | | 2,442 | | | | | | — | | | | | | | | | | | | — | | | | | | 2,442 | | | | | | — | | | | | | 2,442 | | | | | | 470 | | |
Liabilities from acquisitions
|
| | | | 53,520(6) | | | | | | 61,464 | | | | | | (61,464)(6) | | | | | | | | | | | | — | | | | | | 53,520 | | | | | | — | | | | | | 53,520 | | | | | | 10,299 | | |
Other current liability
|
| | | | 16,685 | | | | | | 6,986 | | | | | | — | | | | | | | | | | | | — | | | | | | 23,671 | | | | | | — | | | | | | 23,671 | | | | | | 4,555 | | |
Total current
liabilities |
| | | | 226,438 | | | | | | 77,382 | | | | |
|
(61,464)
|
| | | | | | | | | | | — | | | | | | 242,356 | | | | | | — | | | | | | 242,356 | | | | | | 46,637 | | |
Non-current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Related parties
|
| | | | — | | | | | | 7,386 | | | | | | — | | | | | | | | | | | | — | | | | | | 7,386 | | | | | | — | | | | | | 7,386 | | | | | | 1,421 | | |
Liabilities from acquisitions
|
| | | | 40,228 | | | | | | — | | | | | | 231,100 | | | | | | 3.1 | | | | | | — | | | | | | 271,328 | | | | | | — | | | | | | 271,328 | | | | | | 52,212 | | |
Loans and borrowings
|
| | | | 42,778 | | | | | | 8,291 | | | | | | — | | | | | | | | | | | | — | | | | | | 51,069 | | | | | | — | | | | | | 51,069 | | | | | | 9,827 | | |
Other payables
|
| | | | 5,268 | | | | | | 4,196 | | | | | | — | | | | | | | | | | | | — | | | | | | 9,464 | | | | | | — | | | | | | 9,464 | | | | | | 1,821 | | |
Deferred tax liabilities
|
| | | | 22,794 | | | | | | — | | | | | | 33,388 | | | | | | 4(c) | | | | | | — | | | | | | 56,182 | | | | | | — | | | | | | 56,182 | | | | | | 10,811 | | |
Total non-current liabilities
|
| | | | 111,068 | | | | | | 19,873 | | | | | | 264,488 | | | | | | | | | | | | — | | | | | | 395,429 | | | | | | — | | | | | | 395,429 | | | | | | 76,092 | | |
Total equity
|
| | | | 115,348 | | | | | | 953 | | | | | | 139,470 | | | | |
|
3.1
|
| | | | | 309,537(3) | | | | | | 565,308 | | | | | | 681,316 | | | | | | 1,246,624 | | | | | | 239,888 | | |
Total equity and
liabilities |
| | | | 452,854 | | | | | | 98,208 | | | | | | 342,494 | | | | | | | | | | | | 309,537 | | | | | | 1,203,093 | | | | | | 681,316 | | | | | | 1,884,409 | | | | | | 362,617 | | |
| | |
Historical
Zenvia Brazil(1) |
| |
Historical
Sirena(2) |
| |
Transaction
Accounting Adjustments |
| |
Note
to the Pro Forma Adjustments |
| |
Subtotal
Zenvia Brazil Pro Forma / Sirena(3) |
| |
Historical
D1(4) |
| |
Historical
Smarkio (5) |
| |
Transaction
Accounting Adjustments |
| |
Note
to the Pro Forma Adjustments |
| |
Subtotal Zenvia
Pro Forma (Reflecting the Corporate Reorganization and the issuance of Class A common shares to fund the D1 Acquisition(6) |
| |
Additional
Other Transaction Adjustments(7) |
| |
Total Zenvia
Pro Forma reflecting the Corporate Reorganization, the issuance of all Class A common shares in this offering and payment of cash bonus and equity grants(R$) |
| ||||||||||||||||||||||||||||||||||||||||||
| | |
(R$)
|
| |
(R$)
|
| | | | | | | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| | | | | | | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(US$)(8)
|
| |||||||||||||||||||||||||||||||||
Revenue
|
| | | | 429,701 | | | | | | 8,413 | | | | | | — | | | | | | | | | | | | 438,114 | | | | | | 26,521 | | | | | | 27,835 | | | | | | — | | | | | | | | | | | | 492,470 | | | | | | — | | | | | | 492,470 | | | | | | 94,766 | | |
Cost of services
|
| | | | (325,870) | | | | | | (2,236) | | | | | | (6,179) | | | | | | 4(a) | | | | | | (334,285) | | | | | | (13,603) | | | | | | (5,079) | | | | | | (19,325) | | | | | | 4(a) | | | | | | (372,292) | | | | | | — | | | | | | (372,292) | | | | | | (71,640) | | |
Gross profit
|
| | | | 103,831 | | | | | | 6,177 | | | | | | (6,179) | | | | | | | | | | | | 103,829 | | | | | | 12,918 | | | | | | 22,756 | | | | | | (19,325) | | | | | | | | | | | | 120,178 | | | | | | — | | | | | | 120,178 | | | | | | 23,126 | | |
Selling and marketing expenses
|
| | | | (33,589) | | | | | | (15,182) | | | | | | — | | | | | | | | | | | | (48,771) | | | | | | (6,355) | | | | | | (1,680) | | | | | | — | | | | | | | | | | | | (56,806) | | | | | | — | | | | | | (56,806) | | | | | | (10,931) | | |
Administrative expenses
|
| | | | (71,667) | | | | | | (567) | | | | | | (11,374) | | | | | | 4(a)(b) | | | | | | (83,608) | | | | | | (16,054) | | | | | | (1,884) | | | | | | (23,212) | | | | | | 4(a)(g) | | | | | | (124,758) | | | | | | (68,466) | | | | | | (193,224) | | | | | | (37,182) | | |
Research and development expenses
|
| | | | (15,637) | | | | | | — | | | | | | — | | | | | | | | | | | | (15,637) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (15,637) | | | | | | — | | | | | | (15,637) | | | | | | (3,009) | | |
Allowance for credit losses
|
| | | | (4,205) | | | | | | (363) | | | | | | — | | | | | | | | | | | | (4,568) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (4,568) | | | | | | — | | | | | | (4,568) | | | | | | (879) | | |
Other income and expenses, net
|
| | | | (840) | | | | | | 30 | | | | | | — | | | | | | | | | | | | (810) | | | | | | (489) | | | | | | (2,330) | | | | | | — | | | | | | | | | | | | (3,629) | | | | | | — | | | | | | (3,629) | | | | | | (699) | | |
Operating profit (loss)
|
| | | | (22,107) | | | | | | (9,905) | | | | | | (17,553) | | | | | | | | | | | | (49,565) | | | | | | (9,980) | | | | | | 16,862 | | | | | | (42,537) | | | | | | | | | | | | (85,220) | | | | | | (68,466) | | | | | | (153,686) | | | | | | (29,574) | | |
Finance costs
|
| | | | (26,580) | | | | | | (636) | | | | | | (1,997) | | | | | | 4(e) | | | | | | (29,213) | | | | | | (1,418) | | | | | | (96) | | | | | | — | | | | | | | | | | | | (30,727) | | | | | | — | | | | | | (30,727) | | | | | | (5,913) | | |
Finance income
|
| | | | 19,217 | | | | | | 104 | | | | | | — | | | | | | | | | | | | 19,321 | | | | | | 239 | | | | | | 87 | | | | | | — | | | | | | | | | | | | 19,647 | | | | | | — | | | | | | 19,647 | | | | | | 3,781 | | |
Net finance costs
|
| | | | (7,363) | | | | | | (532) | | | | | | (1,997) | | | | | | | | | | | | (9,892) | | | | | | (1,179) | | | | |
|
(9)
|
| | | | | — | | | | | | | | | | | | (11,080) | | | | | | — | | | | | | (11,080) | | | | | | (2,132) | | |
Loss before income tax and social contribution
|
| | | | (29,470) | | | | | | (10,437) | | | | | | (19,550) | | | | | | | | | | | | (59,457) | | | | | | (11,159) | | | | | | 16,853 | | | | | | (42,537) | | | | | | | | | | | | (96,300) | | | | | | (68,466) | | | | | | (164,766) | | | | | | (31,706) | | |
Current Income tax and social contribution
|
| | | | (441) | | | | | | (40) | | | | | | — | | | | | | | | | | | | (481) | | | | | | (301) | | | | | | (3,249) | | | | | | — | | | | | | | | | | | | (4,031) | | | | | | | | | | | | (4,031) | | | | | | (776) | | |
Deferred Income tax and social contribution
|
| | | | 8,480 | | | | | | — | | | | | | 5,829 | | | | | | 4(c) | | | | | | 14,309 | | | | | | — | | | | | | — | | | | | | 14,462 | | | | | | 4(c) | | | | | | 28,771 | | | | | | 2,256 | | | | | | 31,027 | | | | | | 5,971 | | |
Profit (loss) for the year
|
| | | | (21,431) | | | | | | (10,477) | | | | | | (13,721) | | | | | | | | | | | | (45,629) | | | | | | (11,460) | | | | | | 13,604 | | | | | | (28,075) | | | | | | | | | | | | (71,560) | | | | | | (66,210) | | | | | | (137,770) | | | | | | (26,511) | | |
Earnings (loss) per share
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Basic
|
| | | | (0.0047) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4(f) | | | | | | (0.0026)(9) | | | | | | — | | | | | | (0.0037)(10) | | | | | | (0.0007)(10) | | |
Diluted
|
| | | | (0.0047) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4(f) | | | | | | (0.0026)(9) | | | | | | — | | | | | | (0.0037)(10) | | | | | | (0.0007)(10) | | |
Weighted average shares used to calculate earnings per share
|
| | | | 4,601,501 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4(f) | | | | | | 28,042,518(9) | | | | | | — | | | | | | 37,483,185(10) | | | | | | 37,483,185(10) | | |
| | |
Historical Sirena
January 1 to July 23, 2020 |
| |||||||||
| | |
(in thousands of US$)
|
| |
(in thousands of R$)
|
| ||||||
Revenue
|
| | | | 1,693 | | | | | | 8,413 | | |
Cost of services
|
| | | | (450) | | | | | | (2,236) | | |
Gross profit
|
| | | | 1,243 | | | | | | 6,177 | | |
Selling and marketing expenses
|
| | | | (3,055) | | | | | | (15,182) | | |
Administrative expenses
|
| | | | (114) | | | | | | (567) | | |
Impairment loss on trade receivables
|
| | | | (73) | | | | | | (363) | | |
Other income and expenses, net
|
| | | | 6 | | | | | | 30 | | |
Operating profit
|
| | |
|
(1,993)
|
| | | | | (9,905) | | |
Finance costs
|
| | | | (128) | | | | | | (636) | | |
Finance income
|
| | | | 21 | | | | |
|
104
|
| |
Net finance costs
|
| | |
|
(107)
|
| | | | | (532) | | |
Profit (loss) before income tax and social contribution
|
| | | | (2,100) | | | | | | (10,437) | | |
Current income tax and social contribution
|
| | | | (8) | | | | |
|
(40)
|
| |
Profit (loss) for the year
|
| | | | (2,109) | | | | | | (10,477) | | |
| | |
D1
|
| |
Sirena
|
| ||||||
| | |
(in thousands of R$)
|
| |||||||||
Contribution in Cash(1)
|
| | | | 40,000 | | | | | | — | | |
Cash Payment(1)
|
| | | | 269,537(4) | | | | | | 59,006 | | |
Common shares(2)
|
| | | | 139,470 | | | | | | 4,510(5) | | |
Contingent consideration (earn-out 2022)(3)
|
| | | | 57,019 | | | | | | — | | |
Contingent consideration (earn-out 2023)(3)
|
| | | | 174,081 | | | | | | — | | |
Additional Payment
|
| | | | — | | | | | | 64,280 | | |
Consideration Transferred and Expected to be Transferred
|
| | | | 680,107 | | | | | | 127,796 | | |
Gross profit - multiple estimate
|
| |
7 x Gross
Profit |
| |
11.24 x
Gross Profit |
| |
Current fair
value estimation (13 x Gross Profit – 100%) |
| |
>13 x Gross Profit(1)
|
| ||||||||||||||||||
D1 Acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Earnout – 2022
|
| | | | 14,073 | | | | | | 35,187 | | | | | | 57,019 | | | | | | 70,708 | | | | | | 71,762 | | |
Earnout – 2023
|
| | | | 43,707 | | | | | | 118,515 | | | | | | 174,081 | | | | | | 209,868 | | | | | | 241,480 | | |
Total contingent consideration
|
| | | | 57,780 | | | | | | 153,702 | | | | | | 231,100 | | | | | | 280,576 | | | | | | 313,242 | | |
| | |
D1
|
| |
Sirena
|
| ||||||
| | |
(in thousands of R$)
|
| |||||||||
Consideration Expected to be Transferred and Total Consideration transferred
(Note 3.1) |
| | | | 680,107 | | | | | | 127,796 | | |
| | | | 953 | | | | | | 1,519 | | | |
Fair value of intangible assets: | | | | | | | | | | | | | |
Digital Platform
|
| | | | 96,626 | | | | | | 54,521 | | |
Customer portfolio
|
| | | | 1,575 | | | | | | 1,975 | | |
Defered tax liability
|
| | | | (33,388) | | | | | | (14,835) | | |
Total | | | | | 65,766 | | | | | | 43,180 | | |
Goodwill | | | | | 614,341 | | | | | | 84,616 | | |
| | | | | | | | |
Estimated fair value
|
| |
Estimated
useful life Years |
| |
Estimated pro forma
amortization expense (straight-line method) |
| |
Allocation of
pro forma amortization expense in the pro forma statement of income line item |
| |||||||||||||||||||||||||||||||||
| | |
Nature
|
| |
Valuation
Methodology |
| |
D1
|
| |
Sirena
|
| |
Total
Zenvia´s acquired intangible assets |
| | | | | | | |
D1(1)
|
| |
Sirena(2)
|
| |
Total
Zenvia´s amortization of acquired intangible assets |
| |||||||||||||||||||||
| | | | | |
(in thousands of R$)
|
| |||||||||||||||||||||||||||||||||||||||||||||
Digital Platform
|
| |
Represents the fair value
of digital platform |
| |
MPEEM – Multi period
excess earnings method |
| | | | 96,626 | | | | | | 54,521 | | | | | | 151,147 | | | | | | 5 | | | | | | 19,325 | | | | | | 6,179 | | | | | | 25,504 | | | |
Cost of services
|
|
Customer portfolio
|
| |
Represents the fair value of customer portfolio
|
| |
MPEEM – Multi period
excess earnings method |
| | | | 1,575 | | | | | | 1,975 | | | | | | 3,550 | | | | | | 10 | | | | | | 158 | | | | | | 112 | | | | | | 269 | | | |
Administrative
expenses |
|
Total | | | | | | | | | | | 98,201 | | | | | | 56,496 | | | | | | 154,697 | | | | | | | | | | | | 19,483 | | | | | | 6,291 | | | | | | 25,773 | | | | | |
| | | |
D1 Acquisition
|
| |
Sirena Acquisition
|
| ||||||
| | | |
Digital platform
|
| |
Customer portfolio
|
| |
Digital platform
|
| |
Customer portfolio
|
|
| Revenue | | | Revenue considered entire services provided. Revenue projections were based on the business plan revenue growth rate and estimated attrition. At the reference date, the company had 54.2 million revenue. | | | Revenue considered entire services provided. Revenue projections were based on the business plan revenue growth rate and estimated attrition. At the reference date, the company had 54.2 million revenue. | | | Revenue considered entire services provided. Revenue projections were based on the business plan revenue growth rate and estimated attrition. At the reference date, the company had R$3.6 million revenue (6 months period). | | | Revenue considered entire services provided. Revenue projections were based on the business plan revenue growth rate and estimated attrition. At the reference date, the company had R$3.6 million revenue (6 months period). | |
| Attrition rate – Churn rate | | | The estimated attrition rate is 19.13% | | | The estimated attrition rate is 10% | | | The estimated attrition rate is 19.03% | | | The estimated attrition rate is 10% | |
| Useful Life | | | Useful life for the intangible asset is 5 years. | | | Useful life for the intangible asset is 10 years. | | | Useful life for the intangible asset is 5 years. | | | Useful life for the intangible asset is 10 years. | |
| Contributory Assets Charge | | | The considered CAC includes Working Capital (7.79% p.a), Fixed Assets (7.79%p.a), Workforce (15.07% p.a) and customer portfolio (16.07% p.a). | | | The considered CAC includes Working Capital (16.07% p.a), Fixed Assets (7.79% p.a) and Workforce (15.07% p.a). | | | The considered CAC includes Working Capital (10.97% p.a), Fixed Assets (10.97% p.a), Workforce (15.07% p.a) and customer portfolio (17.42% p.a). | | | The considered CAC includes Working Capital (10.97% p.a), Fixed Assets (10.97% p.a) and Workforce (17.42% p.a). | |
| Tax Amortization Benefit (TAB) | | | TAB was calculated according to the Target’s projected effective tax rate of 34% and an amortization period equivalent to asset’s remaining useful life. | | | TAB was calculated according to the Target’s projected effective tax rate of 34% and an amortization period equivalent to asset’s remaining useful life. | | | TAB was calculated according to the Target’s projected effective tax rate of 34% and an amortization period equivalent to asset’s remaining useful life. | | | TAB was calculated according to the Target’s projected effective tax rate of 34% and an amortization period equivalent to asset’s remaining useful life. | |
| Discount Rate | | | The discount rate was equivalent to company’s WACC plus spread, resulting in an after-tax rate of 16.07%. | | | The discount rate was equivalent to company’s WACC plus spread, resulting in an after-tax rate of 16.07%. | | | The discount rate was equivalent to company’s WACC plus spread, resulting in an after-tax rate of 18.42%. | | | The discount rate was equivalent to company’s WACC plus spread, resulting in an after-tax rate of 18.42%. | |
| | |
Historical
Zenvia Brazil |
| |
Historical
Sirena |
| |
Transaction
Accounting Adjustments |
| |
Subtotal
Zenvia Brazil Pro Forma/ Sirena |
| |
Historical
D1 |
| |
Historical
Smarkio |
| |
Transaction
Accounting Adjustments |
| |
Subtotal
Zenvia Pro Forma reflecting issuance of Class A common shares to fund the D1 Acquisition |
| |
Additional
Other Transaction Adjustments |
| |
Total
Zenvia Pro Forma reflecting issuance of all Class A common shares in this offering |
| ||||||||||||||||||||||||||||||||||||
| | |
(in
thousands of R$) |
| |
(in
thousands of US$) |
| |
(in thousands of R$)
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Salaries and charges
|
| | | | 78,103(1) | | | | | | 833 | | | | | | 4,140 | | | | | | 11,262 | | | | | | 93,505 | | | | | | 14,227 | | | | | | 2,871 | | | | | | — | | | | | | 110,603 | | | | | | 68,466(4) | | | | | | 179,069 | | |
Share-based payments
|
| | | | — | | | | | | 1,232 | | | | | | 6,122 | | | | | | — | | | | | | 6,123 | | | | | | — | | | | | | — | | | | | | 23,054 | | | | | | 29,176 | | | | | | — | | | | | | 29,176 | | |
Business Service Provider (BSP)
|
| | | | 305,561 | | | | | | 389 | | | | | | 1,933 | | | | | | — | | | | | | 307,494 | | | | | | 10,713 | | | | | | 2,208 | | | | | | — | | | | | | 320,415 | | | | | | — | | | | | | 320,415 | | |
Depreciation
|
| | | | 27,287(2) | | | | | | 9 | | | | | | 45 | | | | | | 6,291 | | | | | | 33,623 | | | | | | 2,569 | | | | | | — | | | | | | 19,483 | | | | | | 55,675 | | | | | | — | | | | | | 55,675 | | |
Professional fees
|
| | | | 17,319 | | | | | | 680 | | | | | | 3,379 | | | | | | — | | | | | | 20,698 | | | | | | 7,086 | | | | | | 4,214 | | | | | | — | | | | | | 31,998 | | | | | | — | | | | | | 31,998 | | |
Rental
|
| | | | 2,005 | | | | | | 20 | | | | | | 99 | | | | | | — | | | | | | 2,104 | | | | | | 456 | | | | | | — | | | | | | — | | | | | | 2,560 | | | | | | — | | | | | | 2,560 | | |
Communications
|
| | | | 4,557 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,557 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,557 | | | | | | — | | | | | | 4,557 | | |
Travel expenses
|
| | | | 886 | | | | | | 22 | | | | | | 109 | | | | | | — | | | | | | 995 | | | | | | — | | | | | | — | | | | | | — | | | | | | 995 | | | | | | — | | | | | | 995 | | |
Impairment of trade receivables
|
| | | | 4,205 | | | | | | 73 | | | | | | 363 | | | | | | — | | | | | | 4,568 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,568 | | | | | | — | | | | | | 4,568 | | |
Marketing expenses
|
| | | | 3,540 | | | | | | 34 | | | | | | 169 | | | | | | — | | | | | | 3,709 | | | | | | — | | | | | | 1,680 | | | | | | — | | | | | | 5,389 | | | | | | — | | | | | | 5,389 | | |
Others
|
| | | | 7,505(3) | | | | | | 394 | | | | | | 1,959 | | | | | | — | | | | | | 9,464 | | | | | | 1,450 | | | | | | — | | | | | | — | | | | | | 10,914 | | | | | | — | | | | | | 10,914 | | |
Total expenses
|
| | | | 450,968 | | | | | | 3,686 | | | | | | 18,318 | | | | | | 17,553 | | | | | | 486,839 | | | | | | 36,501 | | | | | | 10,973 | | | | | | 42,537 | | | | | | 576,850 | | | | | | 68,466 | | | | | | 645,316 | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Historical
Zenvia Brazil(1) |
| |
Historical
Sirena(2) |
| |
Transaction
Accounting Adjustments |
| |
Subtotal
Zenvia Brazil Pro Forma/ Sirena |
| |
Historical
D1(3) |
| |
Historical
Smarkio(4) |
| |
Transaction
Accounting Adjustments(5) |
| |
Subtotal
Zenvia Pro Forma reflecting issuance of Class A common shares to fund the D1 Acquisition(6) |
| |
Additional
Other Transaction Adjustments |
| |
Total
Zenvia Pro Forma reflecting issuance of all Class A common shares in this offering |
| ||||||||||||||||||||||||||||||
| | |
(in thousands of R$)
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross profit
|
| | | | 103,831 | | | | | | 6,177 | | | | | | (6,179)(10) | | | | | | 103,829 | | | | | | 12,918 | | | | | | 22,756 | | | | |
|
(19,325)(10)
|
| | | | | 120,178 | | | | | | — | | | | | | 120,178 | | |
(+) Amortization of intangible assets acquired from business combinations
|
| | | | 7,042 | | | | | | — | | | | | | 6,179(10) | | | | | | 13,221 | | | | | | 732 | | | | | | — | | | | | | 19,325(10) | | | | | | 33,278 | | | | | | — | | | | | | 33,278 | | |
Non-GAAP Pro Forma Gross
Profit(7) |
| | | | 110,873 | | | | | | 6,177 | | | | | | — | | | | | | 117,050 | | | | | | 13,650 | | | | | | 22,756 | | | | |
|
—
|
| | | | | 153,456 | | | | |
|
—
|
| | | | | 153,456 | | |
Revenue
|
| | | | 429,701 | | | | | | 8,413 | | | | | | — | | | | | | 438,114 | | | | | | 26,521 | | | | | | 27,835 | | | | | | — | | | | | | 492,470 | | | | | | — | | | | | | 492,470 | | |
Pro forma gross margin(8)
|
| | |
|
24.2%
|
| | | |
|
73.4%
|
| | | |
|
—
|
| | | |
|
23.7%
|
| | | |
|
48.7%
|
| | | |
|
81.8%
|
| | | | | — | | | | |
|
24.4%
|
| | | | | — | | | | |
|
24.4%
|
| |
Non-GAAP Pro Forma Gross
Margin(9) |
| | | | 25.8% | | | | | | 73.4% | | | | | | — | | | | | | 26.7% | | | | | | 51.5% | | | | | | 81.8% | | | | |
|
—
|
| | | | | 31.2% | | | | |
|
—
|
| | | | | 31.2% | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Historical
Zenvia Brazil(1) |
| |
Historical
Sirena(2) |
| |
Transaction
Accounting Adjustments |
| |
Subtotal
Zenvia Brazil Pro Forma/ Sirena |
| |
Historical
D1(3) |
| |
Historical
Smarkio(4) |
| |
Transaction
Accounting Adjustments(5) |
| |
Subtotal
Zenvia Pro Forma reflecting issuance of Class A common shares to fund the D1 Acquisition(6) |
| |
Additional
Other Transaction Adjustments(7) |
| |
Total
Zenvia Pro Forma reflecting issuance of all Class A common shares in this offering |
| ||||||||||||||||||||||||||||||
| | |
(in thousands of R$)
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Profit/(Loss) | | | | | (21,431) | | | | | | (10,477) | | | | | | (13,721)(10) | | | | | | (45,629) | | | | | | (11,460) | | | | | | 13,604 | | | | | | (28,075)(10) | | | | | | (71,560) | | | | | | (66,210) | | | | | | (137,770) | | |
(+) Income tax and social
contribution (current and deferred) |
| | | | (8,039) | | | | | | 40 | | | | | | (5,829)(11) | | | | | | (13,828) | | | | | | 301 | | | | | | 3,249 | | | | | | (14,462)(11) | | | | | | (24,740) | | | | | | (2,256) | | | | | | (26,996) | | |
(+) Net finance costs
|
| | | | 7,363 | | | | | | 532 | | | | | | 1,997(12) | | | | | | 9,892 | | | | | | 1,179 | | | | | | 9 | | | | | | | | | | | | 11,080 | | | | | | | | | | | | 11,080 | | |
Operating profit/(loss)
|
| | | | (22,107) | | | | | | (9,905) | | | | | | (17,553) | | | | | | (49,565) | | | | | | (9,980) | | | | | | 16,862 | | | | | | (42,537) | | | | | | (85,220) | | | | | | (68,466) | | | | | | (153,686) | | |
(+) Amortization of intangible assets
acquired from business combinations |
| | | | 15,510 | | | | | | — | | | | | | 6,291(13) | | | | | | 21,801 | | | | | | 732 | | | | | | — | | | | | | 19,483(13) | | | | | | 42,016 | | | | | | — | | | | | | 42,016 | | |
(+) Share-based payments
|
| | | | — | | | | | | 6,123(14) | | | | | | — | | | | | | 6,123 | | | | | | — | | | | | | — | | | | | | 23,054(15) | | | | | | 29,177 | | | | | | — | | | | | | 29,177 | | |
(+) Expenses related to branch
closing(8) |
| | | | 2,858 | | | | | | — | | | | | | — | | | | | | 2,858 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,858 | | | | | | — | | | | | | 2,858 | | |
(+) Expenses related to IPO
grants(7) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,466 | | | | | | 68,466 | | |
Non-GAAP Pro Forma Operating Profit/(Loss)(9)
|
| | | | (3,739) | | | | | | (3,782) | | | | | | (11,262) | | | | | | (18,783) | | | | | | (9,248) | | | | | | 16,862 | | | | |
|
—
|
| | | | | (11,169) | | | | |
|
—
|
| | | | | (11,169) | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Historical
Zenvia Brazil(1) |
| |
Historical
Sirena(2) |
| |
Transaction
Accounting Adjustments |
| |
Subtotal
Zenvia Brazil Pro Forma/ Sirena |
| |
Historical
D1(3) |
| |
Historical
Smarkio(4) |
| |
Transaction
Accounting Adjustments(5) |
| |
Subtotal
Zenvia Pro Forma reflecting issuance of Class A common shares to fund the D1 Acquisition(6) |
| |
Additional
Other Transaction Adjustments(7) |
| |
Total
Zenvia Pro Forma reflecting issuance of all Class A common shares in this offering |
| ||||||||||||||||||||||||||||||
| | |
(in thousands of R$)
|
| | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Profit/(Loss) | | | | | (21,431) | | | | | | (10,477) | | | | | | (13,721)(11) | | | | | | (45,629) | | | | | | (11,460) | | | | | | 13,604 | | | | | | (28,075)(10) | | | | | | (71,560) | | | | | | (66,210) | | | | | | (137,770) | | |
(+) Income tax and social contribution (current and
deferred) |
| | | | (8,039) | | | | | | 40 | | | | | | (5,829)(12) | | | | | | (13,828) | | | | | | 301 | | | | | | 3,249 | | | | | | (14,462)(12) | | | | | | (24,740) | | | | | | (2,256) | | | | | | (26,996) | | |
(+) Net finance costs
|
| | | | 7,363 | | | | | | 532 | | | | | | 1,997(13) | | | | | | 9,892 | | | | | | 1,179 | | | | | | 9 | | | | | | — | | | | | | 11,080 | | | | | | — | | | | | | 11,080 | | |
(+) Depreciation and amortization
|
| | | | 27,287 | | | | | | 45 | | | | | | 6,291 | | | | | | 33,623 | | | | | | 2,568 | | | | | | 143 | | | | | | 19,483(14) | | | | | | 55,817 | | | | | | — | | | | | | 55,817 | | |
Pro Forma EBITDA(8)
|
| | | | 5,180 | | | | | | (9,860) | | | | | | (11,262) | | | | | | (15,942) | | | | | | (7,412) | | | | | | 17,005 | | | | | | (23,054) | | | | | | (29,403) | | | | | | (68,466) | | | | | | (97,869) | | |
(+) Share-based payment
|
| | | | | | | | | | 6,123(15) | | | | | | | | | | | | 6,123 | | | | | | | | | | | | | | | | | | 23,054(16) | | | | | | 29,177 | | | | | | — | | | | | | 29,177 | | |
(+) Expenses related to branch closing(9)
|
| | | | 2,858 | | | | | | — | | | | | | — | | | | | | 2,858 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,858 | | | | | | — | | | | | | 2,858 | | |
(+) Expenses related to IPO
grants(7) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,466 | | | | | | 68,466 | | |
Pro Forma Adjusted EBITDA(10)
|
| | |
|
8,038
|
| | | |
|
(3,737)
|
| | | |
|
(11,262)
|
| | | |
|
(6,961)
|
| | | |
|
(7,412)
|
| | | |
|
17,005
|
| | | |
|
—
|
| | | |
|
2,632
|
| | | | | — | | | | |
|
2,632
|
| |
| | |
As of and for the year ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Real GDP growth (contraction)(1)
|
| | | | (4.1)% | | | | | | 1.1% | | | | | | 1.1% | | |
Inflation (IGP-M)(2)
|
| | | | 23.1% | | | | | | 7.3% | | | | | | 7.5% | | |
Inflation (IGP-DI)(2)
|
| | | | 23.1% | | | | | | 7.7% | | | | | | 7.1% | | |
Inflation (IPCA)(3)
|
| | | | 4.5% | | | | | | 4.3% | | | | | | 3.8% | | |
CDI(4) | | | | | 2.8% | | | | | | 5.9% | | | | | | 6.4% | | |
TJLP(5) | | | | | 4.6% | | | | | | 6.2% | | | | | | 6.7% | | |
SELIC Rate
|
| | | | 2.0% | | | | | | 4.5% | | | | | | 6.5% | | |
Appreciation (depreciation) of the real against the U.S. dollar
|
| | | | (28.9)% | | | | | | (4.0)% | | | | | | (15.0)% | | |
Exchange rate (R$ per US$1.00) at the end of the period(6)
|
| | | | 5.1967 | | | | | | 4.031 | | | | | | 3.875 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
Variation
|
| |||||||||
| | |
(in R$)
|
| |
(in R$)
|
| |
(%)
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Revenue
|
| | | | 429,701 | | | | | | 354,035 | | | | | | 21.4% | | |
Cost of services
|
| | | | (325,870) | | | | | | (260,786) | | | | | | 25.0% | | |
Gross profit
|
| | | | 103,831 | | | | | | 93,249 | | | | | | 11.3% | | |
Selling and marketing expenses
|
| | | | (33,589) | | | | | | (26,018) | | | | | | 29.1% | | |
Administrative expenses
|
| | | | (71,667) | | | | | | (40,868) | | | | | | 75.4% | | |
Research and development expenses
|
| | | | (15,637) | | | | | | (9,832) | | | | | | 59.0% | | |
Gain on bargain purchase
|
| | | | — | | | | | | 2,479 | | | | | | (100.0)% | | |
Allowance for credit losses
|
| | | | (4,205) | | | | | | (3,733) | | | | | | 12.6% | | |
Other income and expenses, net
|
| | | | (840) | | | | | | 4,473 | | | | | | (118.8)% | | |
Operating profit
|
| | | | (22,107) | | | | | | 19,750 | | | | | | (211.9)% | | |
Finance costs
|
| | | | (26,580) | | | | | | (6,811) | | | | | | 290.3% | | |
Finance income
|
| | | | 19,217 | | | | | | 4,239 | | | | | | 353.3% | | |
Net finance costs
|
| | | | (7,363) | | | | | | (2,572) | | | | | | 186.3% | | |
Profit (loss) before income tax and social contribution
|
| | | | (29,470) | | | | | | 17,178 | | | | | | (271.6)% | | |
Deferred income tax and social contribution
|
| | | | 8,480 | | | | | | (3,186) | | | | | | (366.2)% | | |
Current income tax and social contribution
|
| | | | (441) | | | | | | (148) | | | | | | 198.0% | | |
Profit (loss) for the year
|
| | | | (21,431) | | | | | | 13,844 | | | | | | (254.8)% | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018(1)
|
| |
Variation
|
| |||||||||
| | |
(in R$)
|
| |
(in R$)
|
| |
(%)
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Revenue
|
| | | | 354,035 | | | | | | 276,380 | | | | | | 28.1% | | |
Cost of services
|
| | | | (260,786) | | | | | | (186,084) | | | | | | 40.1% | | |
Gross profit
|
| | | | 93,249 | | | | | | 90,296 | | | | | | 3.3% | | |
Selling and marketing expenses
|
| | | | (26,018) | | | | | | (18,241) | | | | | | 42.6% | | |
Administrative expenses
|
| | | | (40,868) | | | | | | (35,683) | | | | | | 14.5% | | |
Research and development expenses
|
| | | | (9,832) | | | | | | (3,931) | | | | | | 150.1% | | |
Gain on bargain purchase
|
| | | | 2,479 | | | | | | — | | | | | | n.m. | | |
Allowance for credit losses
|
| | | | (3,733) | | | | | | (2,287) | | | | | | 63.2% | | |
Other income and expenses, net
|
| | | | 4,473 | | | | | | 96 | | | | | | n.m. | | |
Operating profit
|
| | | | 19,750 | | | | | | 30,250 | | | | | | (34.7)% | | |
Finance costs
|
| | | | (6,811) | | | | | | (7,352) | | | | | | (7.4)% | | |
Finance income
|
| | | | 4,239 | | | | | | 3,446 | | | | | | 23.0% | | |
Net finance costs
|
| | | | (2,572) | | | | | | (3,906) | | | | | | (34.2)% | | |
Profit before income tax and social contribution
|
| | | | 17,178 | | | | | | 26,344 | | | | | | (34.8)% | | |
Deferred income tax and social contribution
|
| | | | (3,186) | | | | | | (3,457) | | | | | | (7.8)% | | |
Current income tax and social contribution
|
| | | | (148) | | | | | | (3,022) | | | | | | (95.1)% | | |
Profit for the year
|
| | | | 13,844 | | | | | | 19,865 | | | | | | (30.3)% | | |
Significant unobservable inputs
|
| |
Relationship between significant unobservable inputs and
measurement of the present value of cash flows |
|
•
Annual forecast revenue growth rate;
•
Forecast of the growth rate of variable input costs; and
•
Risk-adjusted discount rate.
|
| |
The present value of cash flows could increase (decrease) if:
•
the annual growth rate of revenue was higher (lower);
•
the cost growth rate was (higher) lower; or
•
the risk-adjusted discount rate was (higher) lower.
|
|
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Weighted average annual revenue growth
|
| | | | 36.38% | | | | | | 16.48% | | | | | | 20.74% | | |
Weighted average annual growth of variable cost
|
| | | | 26.93% | | | | | | 18.74% | | | | | | 20.08% | | |
Weighted average cost of capital (WACC)
|
| | | | 16.40% | | | | | | 15.90% | | | | | | 19.00% | | |
Growth in terminal value
|
| | | | 0% | | | | | | 0% | | | | | | 0% | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Weighted average annual revenue growth
|
| | | | 30.62% | | | | | | 9.40% | | | | | | 17.22% | | |
Weighted average annual growth of variable cost
|
| | | | 21.12% | | | | | | 11.52% | | | | | | 16.58% | | |
| | |
For the Year Ended December 31,
|
| | ||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
| | |
(in thousands of R$)
|
| |||||||||||||||
Net cash from operating activities
|
| | | | 46,143 | | | | | | 26,451 | | | | | | 39,553 | | |
Net cash used in investment activities
|
| | | | (61,591) | | | | | | (9,927) | | | | | | (10,921) | | |
Net cash from (used in) financing activities
|
| | | | 62,052 | | | | | | (54,858) | | | | | | (6,616) | | |
Net (decrease) increase in cash and cash equivalents
|
| | | | 47,637 | | | | | | (38,334) | | | | | | 22,016 | | |
| | | | | |
As of December 31,
|
| |||||||||
| | |
Interest
|
| |
2020
|
| |
2019
|
| ||||||
| | | | | |
(in thousands of R$)
|
| |||||||||
Working capital
|
| |
100% CDI+2.40% to 5.46%,TJLP+2.98% or 24%
|
| | | | 97,396 | | | | | | 60,985 | | |
BNDES Prosoft(1)
|
| |
TJLP+2.96%
|
| | | | 1,579 | | | | | | 2,338 | | |
Leases
|
| |
100% CDI+2.00% to 3.86% or 7.25%
|
| | | | — | | | | | | 23 | | |
Total | | | | | | | | 98,975 | | | | | | 63,346 | | |
Current
|
| | | | | | | 56,197 | | | | | | 17,696 | | |
Noncurrent
|
| | | | | | | 42,778 | | | | | | 45,650 | | |
| | |
Total
|
| |
Less than
1 year |
| |
1-5 Years
|
| |
More than
5 years |
| ||||||||||||
| | |
(in thousands of R$)
|
| |||||||||||||||||||||
Lease liabilities
|
| | | | 2,758 | | | | | | 1,109 | | | | | | 1,649 | | | | | | — | | |
Trade payables
|
| | | | 100,237 | | | | | | 100,036 | | | | | | 201 | | | | | | — | | |
Total
|
| | |
|
102,995
|
| | | |
|
101,145
|
| | | |
|
1,850
|
| | | | | — | | |
| | |
Balance as of
December 31, 2020 |
| |
Risk
|
| |
Scenario I
(Probable) |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
| | |
(in thousands of R$)
|
| | | | |
(in thousands of R$, except percentages)
|
| ||||||||||||||||||
Financial investments
|
| | | | 49,107 | | | |
Decrease of CDI
|
| | | | 2.75% | | | | | | 2.06% | | | | | | 1.38% | | |
Financial revenues
|
| | | | | | | | | | | | | 1,350 | | | | | | 1,013 | | | | | | 675 | | |
BNDES financing
|
| | | | 15,653 | | | |
Increase of TJLP
|
| | | | 769 | | | | | | 961 | | | | | | 1,153 | | |
Rates subject to variation
|
| | | | | | | | | | | | | 4.91% | | | | | | 6.14% | | | | | | 7.37% | | |
Financings
|
| | | | 83,322 | | | |
Increase of CDI
|
| | | | 2,291 | | | | | | 2,864 | | | | | | 3,437 | | |
Rates subject to variation
|
| | | | | | | | | | | | | 2.75% | | | | | | 3.44% | | | | | | 4.13% | | |
Activity
|
| |
Number of Employees as
of December 31, 2020 |
| |
% of Total
|
| ||||||
Technology
|
| | | | 144 | | | | | | 30.64% | | |
Sales / Customer Experience
|
| | | | 180 | | | | | | 38.30% | | |
Product / Marketing
|
| | | | 61 | | | | | | 12.98% | | |
Financial / Legal
|
| | | | 68 | | | | | | 14.47% | | |
Human Resources
|
| | | | 17 | | | | | | 3.62% | | |
Total | | | | | 470 | | | | | | 100.0% | | |
Name
|
| |
Age
|
| |
Position
|
|
Jorge Steffens
|
| | 55 | | | Chairman | |
Cassio Bobsin
|
| | 40 | | | Board member | |
Carlos Henrique Testolini
|
| | 58 | | | Board member | |
Eduardo Aspesi†
|
| | 61 | | | Board member | |
Ana Dolores Moura Carneiro de Novaes†*
|
| | 59 | | | Director Nominee | |
Fernando Jorge Wosniak Steler**
|
| | 43 | | | Director Nominee | |
Name
|
| |
Age
|
| |
Position
|
|
Cassio Bobsin
|
| | 40 | | | Chief Executive Officer | |
Renato Friedrich
|
| | 63 | | | Chief Financial Officer | |
Lilian Lima
|
| | 52 | | | Chief Technology Officer | |
Murilo Costa
|
| | 41 | | | Chief Sales Officer | |
Gabriela Ferreira Vargas
|
| | 34 | | | Chief Operating Officer | |
Raphael Godoy
|
| | 38 | | | Chief Marketing Officer | |
Rogério da Costa Perez
|
| | 43 | | | Chief Experience Officer | |
| | |
Common Shares Beneficially Owned
Prior to Offering |
| |
Total
Voting Power Before Offering(1) |
| |
Common Shares Beneficially
Owned After Offering without Exercise of Underwriters’ Option |
| |
Total
Voting Power After Offering without Exercise of Underwriters’ Option(1) |
| |
Common Shares Beneficially
Owned After Offering with Full Exercise of Underwriters’ Option |
| |
Total
Voting Power After Offering with Full Exercise of Underwriters’ Option(1) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
%
|
| |||||||||||||||||||||||||||||||||||||||||||||
Pre-IPO Shareholders
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cassio Bobsin(2)
|
| | | | — | | | | | | — | | | | | | 9,578,220 | | | | | | 40.40 | | | | | | 40.37 | | | | | | — | | | | | | — | | | | | | 9,578,220 | | | | | | 40.40 | | | | | | 38.28 | | | | | | — | | | | | | — | | | | | | 9,578,220 | | | | | | 40.40 | | | | | | 37.99 | | |
Oria Zenvia Co-investment Holdings, LP(3)
|
| | | | — | | | | | | — | | | | | | 3,178,880 | | | | | | 13.41 | | | | | | 13.40 | | | | | | — | | | | | | — | | | | | | 3,178,880 | | | | | | 13.41 | | | | | | 12.71 | | | | | | — | | | | | | — | | | | | | 3,178,880 | | | | | | 13.41 | | | | | | 12.61 | | |
Oria Zenvia Co-investment Holdings II, LP(3)
|
| | | | — | | | | | | — | | | | | | 3,941,050 | | | | | | 16.62 | | | | | | 16.61 | | | | | | — | | | | | | — | | | | | | 3,941,050 | | | | | | 16.62 | | | | | | 15.75 | | | | | | — | | | | | | — | | | | | | 3,941,050 | | | | | | 16.62 | | | | | | 15.63 | | |
Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia(3)
|
| | | | — | | | | | | — | | | | | | 4,372,480 | | | | | | 18.44 | | | | | | 18.43 | | | | | | — | | | | | | — | | | | | | 4,372,480 | | | | | | 18.44 | | | | | | 17.48 | | | | | | — | | | | | | — | | | | | | 4,372,480 | | | | | | 18.44 | | | | | | 17.34 | | |
Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia(3)
|
| | | | — | | | | | | — | | | | | | 2,637,670 | | | | | | 11.13 | | | | | | 11.12 | | | | | | — | | | | | | — | | | | | | 2,637,670 | | | | | | 11.13 | | | | | | 10.54 | | | | | | — | | | | | | — | | | | | | 2,637,670 | | | | | | 11.13 | | | | | | 10.46 | | |
Directors and Executive Officers(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | — | | | | | | — | | | | | | 23,708,300 | | | | | | 100% | | | | | | 99.93% | | | | | | — | | | | | | — | | | | | | 23,708,300 | | | | | | 100% | | | | | | 94.76% | | | | | | — | | | | | | — | | | | | | 23,708,300 | | | | | | 100% | | | | | | 94.13% | | |
Underwriter
|
| |
Number of
Class A Common Shares |
|
Goldman Sachs & Co. LLC
|
| | | |
Morgan Stanley & Co. LLC
|
| | | |
Banco Bradesco BBI S.A.
|
| | | |
Itau BBA USA Securities, Inc.
|
| | | |
UBS Securities LLC
|
| | | |
XP Investments US, LLC
|
| | | |
Total | | | | |
| | |
Total
|
| ||||||
| | |
Per Class A
common share |
| |
No Exercise
|
| |
Full Exercise
|
|
| | |
(US$)
|
| ||||||
Initial public offering price
|
| | | | | | | | | |
Underwriting discounts and commissions to be paid by us
|
| | | | | | | | | |
Proceeds, before expenses, to us
|
| | | | | | | | | |
| | |
Amount (US$)
|
| |||
Expenses: | | | | | | | |
SEC registration fee
|
| | | | 28,344 | | |
Nasdaq listing fee
|
| | | | 113,600 | | |
FINRA filing fee
|
| | | | 39,500 | | |
Printing and engraving expenses
|
| | | | 150,000 | | |
Legal fees and expenses
|
| | | | 1,758,668 | | |
Accounting fees and expenses
|
| | | | 712,638 | | |
Miscellaneous costs
|
| | | | 7,000 | | |
Total | | | | | 2,809,750 | | |
|
Audited Consolidated Financial Statements of Zenvia Mobile Serviços Digitais S.A as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018
|
| | | | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
|
Audited Consolidated Financial Statements of Rodati Motors Corporation as of July 23, 2020 and December 31, 2019 and for the period from January 1, 2020 to July 23, 2020 and for the year ended December 31, 2019
|
| | | | | | |
| | | | | F-46 | | | |
| | | | | F-47 | | | |
| | | | | F-48 | | | |
| | | | | F-49 | | | |
| | | | | F-50 | | | |
| | | | | F-51 | | | |
|
Audited Consolidated Financial Statements of One Engine Desenvolvimento e Licenciamento de Sistemas de Informática S.A. as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020
|
| | | | | | |
| | | | | F-72 | | | |
| | | | | F-74 | | | |
| | | | | F-75 | | | |
| | | | | F-77 | | | |
| | | | | F-78 | | | |
| | | | | F-79 | | | |
|
Audited Financial Statements of Smarkio Tecnologia Ltda. as of November 30, 2020 and December 31, 2019 and for the period of eleven months ended November 30, 2020 and for the year ended December 31, 2019
|
| | | | | | |
| | | | | F-113 | | | |
| | | | | F-114 | | | |
| | | | | F-115 | | | |
| | | | | F-117 | | | |
| | | | | F-118 | | | |
| | | | | F-119 | | |
| | |
Note
|
| |
2020
|
| |
2019
|
| | | | | |||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Current assets | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Cash and cash equivalents
|
| | | | 6 | | | | | | 59,979 | | | | | | 12,342 | | | | | | | ||||||||
Trade and other receivables
|
| | | | 7 | | | | | | 86,009 | | | | | | 62,136 | | | | | | | ||||||||
Tax assets
|
| | | | 8 | | | | | | 4,897 | | | | | | 2,703 | | | | | | | ||||||||
Prepayments
|
| | | | | | | | | | 2,516 | | | | | | 1,158 | | | | | | | ||||||||
Other assets
|
| | | | | | | | | | 1,285 | | | | | | 750 | | | | | | | ||||||||
| | | | | | | | | | | 154,686 | | | | | | 79,089 | | | | | | | ||||||||
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Tax assets
|
| | | | 8 | | | | | | 40 | | | | | | — | | | | | | | | | | | | | | |
Prepayments
|
| | | | | | | | | | 1,931 | | | | | | — | | | | | | | ||||||||
Interest earning bank deposits
|
| | | | 6 | | | | | | 2,227 | | | | | | 3,292 | | | | | | | ||||||||
Property, plant and equipment
|
| | | | 9 | | | | | | 12,495 | | | | | | 17,496 | | | | | | | ||||||||
Intangible assets and goodwill
|
| | | | 10 | | | | | | 281,475 | | | | | | 149,106 | | | | | | | ||||||||
| | | | | | | | | | | 298,168 | | | | | | 169,894 | | | | | | | ||||||||
Total assets
|
| | | | | | | | | | 452,854 | | | | | | 248,983 | | | | | | | ||||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Loans and borrowings
|
| | | | 11 | | | | | | 56,197 | | | | | | 17,696 | | | | | | | ||||||||
Trade and other payables
|
| | | | 13 | | | | | | 100,036 | | | | | | 42,454 | | | | | | | ||||||||
Liabilities from aquisitions
|
| | | | 17 | | | | | | 53,520 | | | | | | — | | | | | | | ||||||||
Current tax liabilities
|
| | | | 14 | | | | | | 8,898 | | | | | | 5,185 | | | | | | | ||||||||
Employee benefits
|
| | | | 15 | | | | | | 6,678 | | | | | | 6,755 | | | | | | | ||||||||
Lease liabilities
|
| | | | 12 | | | | | | 1,109 | | | | | | 2,687 | | | | | | | ||||||||
Dividends payable
|
| | | | | | | | | | — | | | | | | — | | | | | | | ||||||||
Installment payment of taxes
|
| | | | | | | | | | — | | | | | | — | | | | | | | ||||||||
Non-current liabilities | | | | | | | | | | | 226,438 | | | | | | 74,777 | | | | | | | ||||||||
Liabilities from aquisitions
|
| | | | 17 | | | | | | 40,228 | | | | | | 5,230 | | | | | | | ||||||||
Trade and other payables
|
| | | | 13 | | | | | | 201 | | | | | | — | | | | | | | ||||||||
Loans and borrowings
|
| | | | 11 | | | | | | 42,778 | | | | | | 45,650 | | | | | | | ||||||||
Employee benefits
|
| | | | 15 | | | | | | 1,151 | | | | | | 1,127 | | | | | | | ||||||||
Lease liabilities
|
| | | | 12 | | | | | | 1,649 | | | | | | 4,604 | | | | | | | ||||||||
Provisions for labor, tax and civil risks
|
| | | | 16 | | | | | | 2,267 | | | | | | 1,489 | | | | | | | ||||||||
Deferred tax liabilities
|
| | | | 23 | | | | | | 22,794 | | | | | | 16,769 | | | | | | | ||||||||
| | | | | | | | | | | 111,068 | | | | | | 74,869 | | | | | | | ||||||||
Shareholders’ equity
|
| | | | | | | | | | | | | | | | | | | | | | | ||||||||
Capital
|
| | | | 18 | | | | | | 130,292 | | | | | | 93,883 | | | | | | | ||||||||
Reserves
|
| | | | 18 | | | | | | 5,454 | | | | | | 5,454 | | | | | | | ||||||||
Translation reserve
|
| | | | | | | | | | 1,033 | | | | | | — | | | | | | | ||||||||
Accumulated Losses
|
| | | | 18 | | | | | | (21,431) | | | | | | — | | | | | | | ||||||||
Total equity
|
| | | | | | | | | | 115,348 | | | | | | 99,337 | | | | | | | ||||||||
Total equity and liabilities
|
| | | | | | | | | | 452,854 | | | | | | 248,983 | | | | | | |
| | |
Note
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||
Revenue
|
| | | | 19 | | | | | | 429,701 | | | | | | 354,035 | | | | | | 276,380 | | |
Cost of services
|
| | | | 20 | | | | | | (325,870) | | | | | | (260,786) | | | | | | (186,084) | | |
Gross profit
|
| | | | | | | | | | 103,831 | | | | | | 93,249 | | | | | | 90,296 | | |
Sales and marketing expenses
|
| | | | 20 | | | | | | (33,589) | | | | | | (26,018) | | | | | | (18,241) | | |
General and administrative expenses
|
| | | | 20 | | | | | | (71,667) | | | | | | (40,868) | | | | | | (35,683) | | |
Research and development expenses
|
| | | | 20 | | | | | | (15,637) | | | | | | (9,832) | | | | | | (3,931) | | |
Allowance for credit losses
|
| | | | 20 | | | | | | (4,205) | | | | | | (3,733) | | | | | | (2,287) | | |
Gain on bargain purchase
|
| | | | 1.b | | | | | | — | | | | | | 2,479 | | | | | | — | | |
Other income and expenses, net
|
| | | | 22 | | | | | | (840) | | | | | | 4,473 | | | | | | 96 | | |
Operating profit (loss)
|
| | | | | | | | | | (22,107) | | | | | | 19,750 | | | | | | 30,250 | | |
Finance costs
|
| | | | 21 | | | | | | (26,580) | | | | | | (6,811) | | | | | | (7,352) | | |
Finance income
|
| | | | 21 | | | | | | 19,217 | | | | | | 4,239 | | | | | | 3,446 | | |
Net finance costs
|
| | | | | | | | | | (7,363) | | | | | | (2,572) | | | | | | (3,906) | | |
Profit (loss) before taxes
|
| | | | | | | | | | (29,470) | | | | | | 17,178 | | | | | | 26,344 | | |
Deferred income tax and social contribution
|
| | | | 23 | | | | | | 8,480 | | | | | | (3,186) | | | | | | (3,457) | | |
Current income tax and social contribution
|
| | | | 23 | | | | | | (441) | | | | | | (148) | | | | | | (3,022) | | |
Profit (loss) of the year
|
| | | | | | | | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or loss
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Cumulative translation adjustments from operations in foreign currency
|
| | | | | | | | | | 1,033 | | | | | | — | | | | | | — | | |
Total comprehensive income (loss) for the year
|
| | | | | | | | | | (20,398) | | | | | | 13,844 | | | | | | 19,865 | | |
Net earnings per share (expressed in Reais per share)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 24 | | | | | | (4.657) | | | | | | 3.131 | | | | | | 4.493 | | |
Diluted
|
| | | | 24 | | | | | | (4.657) | | | | | | 3.131 | | | | | | 4.493 | | |
| | | | | | | | | | | | | | |
Profit reserves
|
| | | | | | | | | | | | | | | | | | | |||||||||
| | |
Note
|
| |
Capital
|
| |
Legal
reserve |
| |
Investments
reserve |
| |
Retained
earnings (loss) |
| |
Translation
reserve |
| |
Total
shareholders’ equity |
| |||||||||||||||||||||
Balance at January 1, 2018
|
| | | | | | | | | | 93,883 | | | | | | 2,169 | | | | | | 37,295 | | | | | | — | | | | | | — | | | | | | 133,347 | | |
Profit for the year
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,865 | | | | | | — | | | | | | 19,865 | | |
Deductions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Legal reserve
|
| | |
|
18.c
|
| | | | | — | | | | | | 993 | | | | | | — | | | | | | (993) | | | | | | — | | | | | | — | | |
Dividends
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | — | | | | | | (4,718) | | | | | | — | | | | | | (4,718) | | |
Investments reserve
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | 14,154 | | | | | | (14,154) | | | | | | — | | | | | | — | | |
Balance at December 31, 2019
|
| | | | | | | | | | 93,883 | | | | | | 3,162 | | | | | | 51,449 | | | | | | — | | | | | | — | | | | | | 148,494 | | |
Profit for the year
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,844 | | | | | | — | | | | | | 13,844 | | |
Deductions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Legal reserve
|
| | |
|
18.c
|
| | | | | — | | | | | | 692 | | | | | | — | | | | | | (692) | | | | | | — | | | | | | — | | |
Dividends
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | (51,449) | | | | | | — | | | | | | — | | | | | | (51,449) | | |
Minimum mandatory dividends
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | — | | | | | | (3,288) | | | | | | — | | | | | | (3,288) | | |
Additional dividends paid
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | — | | | | | | (8,264) | | | | | | — | | | | | | (8,264) | | |
Investments reserve
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | 1,600 | | | | | | (1,600) | | | | | | — | | | | | | — | | |
Balance at December 31, 2019
|
| | | | | | | | | | 93,883 | | | | | | 3,854 | | | | | | 1,600 | | | | | | — | | | | | | — | | | | | | 99,337 | | |
Loss of the year
|
| | |
|
18.c
|
| | | | | | | | | | | | | | | | | | | | | | | (21,431) | | | | | | | | | | | | (21,431) | | |
Capital increase
|
| | |
|
18.a
|
| | | | | 36,409 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,409 | | |
Cumulative translation adjustments from operations in foreign currency
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,033 | | | | | | 1,033 | | |
Balance at December 31, 2020
|
| | | | | | | | | | 130,292 | | | | | | 3,854 | | | | | | 1,600 | | | | | | (21,431) | | | | | | 1,033 | | | | | | 115,348 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Cash flow from operating activities | | | | | | | | | | | | | | | | | | | |
Profit (loss) of the year
|
| | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
Adjustments for: | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 27,287 | | | | | | 18,796 | | | | | | 14,513 | | |
Gain on bargain purchase
|
| | | | — | | | | | | (2,479) | | | | | | — | | |
Additions to allowance for credit losses
|
| | | | 4,205 | | | | | | 3,733 | | | | | | 2,698 | | |
Provisions for labor, tax and civil risks
|
| | | | 7,622 | | | | | | 6,677 | | | | | | 5,418 | | |
Provision for bonus and profit sharing
|
| | | | 650 | | | | | | 4,641 | | | | | | 3,032 | | |
Provision for compensation
|
| | | | 16,715 | | | | | | 5,230 | | | | | | — | | |
Interest from loans and borrowings
|
| | | | 4,826 | | | | | | 3,889 | | | | | | 5,922 | | |
Interest on leases
|
| | | | 725 | | | | | | 798 | | | | | | — | | |
Exchange gains on loans and borrowings
|
| | | | (65) | | | | | | — | | | | | | — | | |
Loss on write-off of intangible assets
|
| | | | 50 | | | | | | 170 | | | | | | — | | |
Loss on write-off of property, plant and equipment
|
| | | | 3,937 | | | | | | 55 | | | | | | 2 | | |
Tax (income) expenses
|
| | | | (8,039) | | | | | | 3,334 | | | | | | 6,479 | | |
Effect on hyperinflation
|
| | | | 180 | | | | | | — | | | | | | — | | |
Changes in assets and liabilities | | | | | | | | | | | | | | | | | | | |
Trade and other receivables
|
| | | | (26,308) | | | | | | (14,536) | | | | | | (4,824) | | |
Prepayments
|
| | | | (3,289) | | | | | | (1,087) | | | | | | 4,783 | | |
Other assets
|
| | | | (2,537) | | | | | | 274 | | | | | | 1,042 | | |
Suppliers
|
| | | | 52,109 | | | | | | (987) | | | | | | (8,618) | | |
Trade and other payables and other liabilities
|
| | | | (3,526) | | | | | | (8,598) | | | | | | (3,743) | | |
Cash generated from operating activities
|
| | | | 53,111 | | | | | | 33,754 | | | | | | 46,569 | | |
Interest paid on loans and leases
|
| | | | (5,232) | | | | | | (4,691) | | | | | | (4,654) | | |
Income taxes paid
|
| | | | (1,736) | | | | | | (2,612) | | | | | | (2,362) | | |
Net cash flow from operating activities
|
| | | | 46,143 | | | | | | 26,451 | | | | | | 39,553 | | |
Cash flow from investing activities | | | | | | | | | | | | | | | | | | | |
Acquisition of subsidiary, net of cash acquired
|
| | | | (45,344) | | | | | | (1,862) | | | | | | — | | |
Acquisition of property, plant and equipment
|
| | | | (4,747) | | | | | | (5,108) | | | | | | (2,805) | | |
Investment in interest earning bank deposits
|
| | | | 1,065 | | | | | | 1,422 | | | | | | (3,214) | | |
Acquisition of Intangible assets
|
| | | | (12,565) | | | | | | (4,379) | | | | | | (4,902) | | |
Net cash used in investment activities
|
| | | | (61,591) | | | | | | (9,927) | | | | | | (10,921) | | |
Cash flow from financing activities | | | | | | | | | | | | | | | | | | | |
Proceeds from loans and borrowings
|
| | | | 62,000 | | | | | | 25,000 | | | | | | 24,259 | | |
Repayment of borrowings
|
| | | | (33,212) | | | | | | (9,879) | | | | | | (28,565) | | |
Payment of lease liabilities
|
| | | | (3,145) | | | | | | (2,260) | | | | | | — | | |
Dividends paid
|
| | | | — | | | | | | (67,719) | | | | | | (2,310) | | |
Capital increase
|
| | | | 36,409 | | | | | | — | | | | | | — | | |
Net cash from (used in) financing activities
|
| | | | 62,052 | | | | | | (54,858) | | | | | | (6,616) | | |
Exchange rate change on cash and cash equivalents
|
| | | | 1,033 | | | | | | — | | | | | | — | | |
Net (decrease) increase in cash and cash equivalents
|
| | | | 47,637 | | | | | | (38,334) | | | | | | 22,016 | | |
Cash and cash equivalents at January 1
|
| | | | 12,342 | | | | | | 50,676 | | | | | | 28,660 | | |
Cash and cash equivalents at December 31
|
| | | | 59,979 | | | | | | 12,342 | | | | | | 50,676 | | |
| | |
Rodati Motors
Corporation 2020 |
| |||
Consideration transferred
|
| | | | 127,796 | | |
Other net assets, including PPE and cash
|
| | | | 1,519 | | |
Intangible assets – Client portfolio(a)
|
| | | | 1,975 | | |
Intangible assets – Digital platform(b)
|
| | | | 54,521 | | |
Deferred tax liabilities, net
|
| | | | (14,835) | | |
Total net assets acquired at fair value
|
| | | | 43,180 | | |
Goodwill | | | | | 84,616 | | |
Assets acquired
|
| |
Valuation technique
|
|
Intangible assets – Allocation of the customer portfolio and platform | | | Income approach: The MPEEM method (Multi-Period Excess Earnings Method) assumes that the fair value of an intangible asset is equal to the present value of the cash flow attributable to that asset, subtracting the contribution from other assets, tangible or intangible. | |
| | |
Total Voice
2019 |
| |||
Consideration transferred
|
| | | | 2,015 | | |
Fair value of other net assets, including PP&E and cash and equivalents
|
| | | | 57 | | |
Client portfolio(a)
|
| | | | 518 | | |
Intangible — Digital platform(b)
|
| | | | 3,919 | | |
Gain on bargain purchase
|
| | | | 2,479 | | |
Tax on gain on bargain purchase
|
| | |
|
(843)
|
| |
Net gain on bargain purchase
|
| | | | 1,636 | | |
Assets acquired
|
| |
Valuation technique
|
|
Intangible assets – Allocation of the customer portfolio and platform | | | Income approach: The MPEEM method (Multi-Period Excess Earnings Method) assumes that the fair value of an intangible asset is equal to the present value of the cash flow attributable to that asset, subtracting the contribution from other assets, tangible or intangible. | |
| | | | | | | | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||||||||||||||
| | |
Country
|
| |
Direct
|
| |
Indirect
|
| |
Direct
|
| |
Indirect
|
| |||||||||||||||
Subsidiaries
|
| | | | | | | |
%
|
| | | | | | | |
%
|
| | | | | | | ||||||
MKMB Soluções Tecnológicas Ltda.
|
| | | | Brazil | | | | | | 100 | | | | | | — | | | | | | 99.99 | | | | | | 0.01 | | |
Total Voice Telecom S.A.
|
| | | | Brazil | | | | | | 100 | | | | | | — | | | | | | 100 | | | | | | — | | |
Rodati Motors Corporation
|
| | | | USA | | | | | | 100 | | | | | | — | | | | | | — | | | | | | — | | |
Indirect subsidiaries | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rodati Services S.A.
|
| | | | Argentina | | | | | | — | | | | | | 100 | | | | | | — | | | | | | — | | |
Rodati Servicios, S.A. de CV
|
| | | | Mexico | | | | | | — | | | | | | 100 | | | | | | — | | | | | | — | | |
Rodati Motors Central de Informações de Veículos Automotores Ltda.
|
| | | | Brazil | | | | | | — | | | | | | 100 | | | | | | — | | | | | | — | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Primary geographical markets | | | | | | | | | | | | | | | | | | | |
Brazil
|
| | | | 357,717 | | | | | | 311,699 | | | | | | 265,857 | | |
EUA
|
| | | | 26,828 | | | | | | 20,143 | | | | | | 2,738 | | |
South Africa
|
| | | | 4,454 | | | | | | 8,070 | | | | | | 5,058 | | |
Argentina
|
| | | | 2,829 | | | | | | — | | | | | | — | | |
Ireland
|
| | | | 29 | | | | | | 4,350 | | | | | | 2,642 | | |
Netherland
|
| | | | 2,269 | | | | | | 5,117 | | | | | | — | | |
Mexico
|
| | | | 5,489 | | | | | | — | | | | | | — | | |
Switzerland
|
| | | | 18,024 | | | | | | — | | | | | | — | | |
Others
|
| | | | 12,062 | | | | | | 4,656 | | | | | | 85 | | |
Total
|
| | | | 429,701 | | | | | | 354,035 | | | | | | 276,380 | | |
Type of service
|
| |
Nature and timing of satisfaction of performance obligations, including significant payment terms
|
| |
Revenue recognition policies
|
|
Communication Platform
|
| | The Company revenue is mainly derived from fees based on the usage-based services available on its communication platform. The use of these services is measured by the individual volume and revenues based on these volumes are recognized in the period of use. The Company also has revenue from subscription-based fees that are derived from certain “take or pay” contracts or with unlimited use of the platform functionalities. Revenue from subscription-based contracts is recognized by month. The Company provides services to customers under pay-as-you-go contracts and term-based contracts for a fixed or indefinite period. Small customers and customers who pay by credit card are billed in advance while large customers are monthly billed under the postpaid model. Collections are performed up to an average of thirty days after billings. Customers who pay on the prepaid model, draw down their balances as they use our products. | | | Revenue is recognized upon the transfer of control of services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts that have been invoiced are recorded in accounts receivable and in revenue or customer advances depending on whether the revenue recognition criteria have been met. Company’s arrangements with customers do not provide for rights of return and the contracts do not provide customers with the right to take possession of the software supporting the applications. | |
Carrier billing
|
| | Carrier Billing is a business model in which there is a provider that makes its content available through the connections that the Company has with carriers (telephone companies), which provide the service to the final consumer. The provider has the responsibility for the content as well as establishing the price. The company acts as an agent in the process, receiving the amounts collected by the carriers and passing on to the providers their respective amounts. Therefore, net revenue is recorded by the fee charged to content providers for the service. | | | The carrying billing business is characterized as an operation in which Company has contracts with mobile phone operations in Brazil and providers of informational content through digital platforms, in which final customers of the mobile phone companies can subscribe the content from providers and receive information in a regular basis in their cell phones. In this operation, Company performs the billings against mobile phone operators and transfers to the content providers, receiving a fee to perform such service. Revenue is recognized when content providers deliver the services to final customers. Zenvia recognizes revenue at the amount of the net fees to be received in these operations. | |
|
Financial assets at FVTPL
|
| | These assets are subsequently measured at fair value. Net income, plus interest or dividend income, is recognized in profit or loss. | |
|
Financial assets at amortized cost
|
| | These assets are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is reduced for impairment losses. Interest income, foreign exchange gains and impairment losses are recognized in the income statement. Any gain or loss on derecognition is recognized in profit or loss. | |
| | |
Financial
Statements disclosed on 12/31/2018 |
| |
Impact
of the adoption of IFRS 16 |
| |
Financial
statements - 01/01/2019 |
| |
Financial
statements on 12/31/2019 |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets
|
| | | | 104,281 | | | | | | — | | | | | | 104,281 | | | | | | 79,089 | | |
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | 9,198 | | | | | | 8,306 | | | | | | 17,504 | | | | | | 17,496 | | |
Other non-current assets
|
| | | | 158,885 | | | | | | — | | | | | | 158,885 | | | | | | 152,398 | | |
| | | | | 168,083 | | | | | | 8,306 | | | | | | 176,389 | | | | | | 169,894 | | |
Total assets
|
| | | | 272,364 | | | | | | 8,306 | | | | | | 280,670 | | | | | | 248,983 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | — | | | | | | 3,273 | | | | | | 3,273 | | | | | | 2,687 | | |
Other current liabilities
|
| | | | 73,717 | | | | | | — | | | | | | 73,717 | | | | | | 72,090 | | |
| | | | | 73,717 | | | | | | 3,273 | | | | | | 76,990 | | | | | | 74,777 | | |
Non-current | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | — | | | | | | 5,033 | | | | | | 5,033 | | | | | | 4,604 | | |
Other non-current liabilities
|
| | | | 50,153 | | | | | | — | | | | | | 50,153 | | | | | | 70,265 | | |
| | | | | 50,153 | | | | | | 5,033 | | | | | | 55,186 | | | | | | 74,869 | | |
Shareholders’ equity
|
| | | | 148,494 | | | | | | — | | | | | | 148,494 | | | | | | 99,337 | | |
Total equity and liabilities
|
| | | | 272,364 | | | | | | 8,306 | | | | | | 280,670 | | | | | | 248,983 | | |
In thousands of reais
|
| |
01/01/2019
|
| |||
Right-of-use assets — property, plant and equipment
|
| | | | 8,306 | | |
Lease liabilities
|
| | | | 8,306 | | |
| | |
01/01/2019
|
| |||
Operating lease commitments at December 31, 2018 as disclosed under IAS 17 in the Company’s consolidated financial statements
|
| | | | 10,957 | | |
Discounted using the incremental borrowing rate at January 1, 2019
|
| | | | 8,306 | | |
Finance lease liabilities recognized as at December 31, 2018 (note 11)
|
| | | | 1,708 | | |
Lease liabilities recognized at January 1, 2019
|
| | | | 10,014 | | |
| | |
2020
|
| |
2019
|
| ||||||
Cash and banks
|
| | | | 13,099 | | | | | | 11,834 | | |
Short-term investments maturing in up to 90 days(a)
|
| | | | 46,880 | | | | | | 508 | | |
Short-term investments maturing in over 90 days(b)
|
| | | | 2,227 | | | | | | 3,292 | | |
| | | | | 62,206 | | | | | | 15,634 | | |
Cash and cash equivalents
|
| | | | 59,979 | | | | | | 12,342 | | |
Interest earnings bank deposits
|
| | | | 2,227 | | | | | | 3,292 | | |
| | |
2020
|
| |
2019
|
| ||||||
Domestic
|
| | | | 81,031 | | | | | | 58,910 | | |
Abroad
|
| | | | 11,065 | | | | | | 8,314 | | |
| | | | | 92,096 | | | | | | 67,224 | | |
Allowance for expected credit losses
|
| | | | (6,087) | | | | | | (5,088) | | |
| | | | | 86,009 | | | | | | 62,136 | | |
|
Balance at January 1, 2019
|
| | | | (5,014) | | |
|
Additions
|
| | | | (6,940) | | |
|
Reversal
|
| | | | 3,207 | | |
|
Write-offs
|
| | | | 3,659 | | |
|
Balance at December 31, 2019
|
| | | | (5,088) | | |
|
Additions
|
| | | | (8,756) | | |
|
Reversal
|
| | | | 4,551 | | |
|
Write-offs
|
| | | | 3,206 | | |
|
Balance at December 31, 2020
|
| | | | (6,087) | | |
| | |
2020
|
| |
2019
|
| ||||||
Unbilled services(a)
|
| | | | 44,324 | | | | | | 31,898 | | |
falling due
|
| | | | 31,087 | | | | | | 18,996 | | |
Overdue (days): | | | | | | | | | | | | | |
1-30
|
| | | | 7,774 | | | | | | 7,442 | | |
31-60
|
| | | | 1,043 | | | | | | 3,772 | | |
61-90
|
| | | | 853 | | | | | | 2,010 | | |
91-120
|
| | | | 757 | | | | | | 285 | | |
121-150
|
| | | | 735 | | | | | | 1,059 | | |
>150
|
| | | | 5,523 | | | | | | 1,762 | | |
| | | | | 92,096 | | | | | | 67,224 | | |
| | |
2020
|
| |
2019
|
| ||||||
Corporate income tax (IRPJ)(a)
|
| | | | 3,570 | | | | | | 2,039 | | |
Social contribution (CSLL)(a)
|
| | | | 1,042 | | | | | | 528 | | |
Services tax (ISSQN)
|
| | | | 1 | | | | | | 1 | | |
Federal VAT (PIS/COFINS)
|
| | | | 70 | | | | | | 71 | | |
Others
|
| | | | 254 | | | | | | 64 | | |
| | | | | 4,937 | | | | | | 2,703 | | |
| | |
Average annual
depreciation rates (%) |
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net balance
in 2020 |
| |||||||||
Furniture and fixtures
|
| |
10
|
| | | | 1,374 | | | | | | (604) | | | | | | 770 | | |
Leasehold improvements
|
| |
10
|
| | | | 1,674 | | | | | | (847) | | | | | | 829 | | |
Data processing equipment
|
| |
20
|
| | | | 14,277 | | | | | | (6,229) | | | | | | 8,047 | | |
Right of use – leases(a)
|
| |
20 to 30
|
| | | | 4,967 | | | | | | (2,347) | | | | | | 2,620 | | |
Machinery and equipment
|
| |
10
|
| | | | 515 | | | | | | (411) | | | | | | 104 | | |
Other fixed assets
|
| |
10 to 20
|
| | | | 309 | | | | | | (183) | | | | | | 125 | | |
| | | | | | | | 23,116 | | | | | | (10,621) | | | | | | 12,495 | | |
| | |
Average annual
depreciation rates (%) |
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net balance
in 2019 |
| |||||||||
Furniture and fixtures
|
| |
10
|
| | | | 1,351 | | | | | | (470) | | | | | | 881 | | |
Leasehold improvements
|
| |
10
|
| | | | 4,171 | | | | | | (1,220) | | | | | | 2,951 | | |
Data processing equipment
|
| |
20
|
| | | | 12,779 | | | | | | (6,395) | | | | | | 6,384 | | |
Right of use – leases(a)
|
| |
20 to 30
|
| | | | 9,410 | | | | | | (2,449) | | | | | | 6,961 | | |
Machinery and equipment
|
| |
10
|
| | | | 517 | | | | | | (335) | | | | | | 182 | | |
Other fixed assets
|
| |
10 to 20
|
| | | | 298 | | | | | | (161) | | | | | | 137 | | |
| | | | | | | | 28,526 | | | | | | (11,030) | | | | | | 17,496 | | |
| | |
Average
annual depreciation rates % |
| |
2019
|
| |
Additions
|
| |
Additions
due to acquisitions |
| |
Disposals
|
| |
Hyperinflation
adjustment |
| |
Exchange
variations |
| |
2020
|
| |||||||||||||||||||||
Furniture and fixtures
|
| | | | | | | 1,351 | | | | | | 6 | | | | | | 24 | | | | | | (7) | | | | | | 5 | | | | | | (5) | | | | | | 1,374 | | |
Leasehold improvements(a)
|
| | | | | | | 4,171 | | | | | | — | | | | | | 36 | | | | | | (2,534) | | | | | | 8 | | | | | | (7) | | | | | | 1,674 | | |
Data processing equipment
|
| | | | | | | 12,779 | | | | | | 3,919 | | | | | | 158 | | | | | | (2,589) | | | | | | 13 | | | | | | (3) | | | | | | 14,277 | | |
Right of use – leases
|
| | | | | | | 9,410 | | | | | | 811 | | | | | | — | | | | | | (5,254) | | | | | | — | | | | | | — | | | | | | 4,967 | | |
Machinery and equipment
|
| | | | | | | 517 | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | | | | | — | | | | | | 515 | | |
Other fixed assets
|
| | | | | | | 298 | | | | | | 11 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 309 | | |
Cost | | | | | | | | 28,526 | | | | | | 4,747 | | | | | | 218 | | | | | | (10,386) | | | | | | 26 | | | | | | (15) | | | | | | 23,116 | | |
Furniture and fixtures
|
| |
10
|
| | | | (470) | | | | | | (145) | | | | | | — | | | | | | 12 | | | | | | (3) | | | | | | 2 | | | | | | (604) | | |
Leasehold improvements
|
| |
10
|
| | | | (1,220) | | | | | | (397) | | | | | | — | | | | | | 773 | | | | | | (5) | | | | | | 2 | | | | | | (847) | | |
Data processing equipment
|
| |
20
|
| | | | (6,395) | | | | | | (2,412) | | | | | | — | | | | | | 2,585 | | | | | | (19) | | | | | | 12 | | | | | | (6,229) | | |
Right of use – leases(a)
|
| |
20 to 30
|
| | | | (2,449) | | | | | | (2,969) | | | | | | — | | | | | | 3,071 | | | | | | — | | | | | | — | | | | | | (2,347) | | |
Machinery and equipment
|
| |
10
|
| | | | (335) | | | | | | (82) | | | | | | — | | | | | | 6 | | | | | | — | | | | | | — | | | | | | (411) | | |
Other fixed assets
|
| |
10 to 20
|
| | | | (161) | | | | | | (24) | | | | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | (183) | | |
(-) Accumulated depreciation
|
| | | | | | | (11,030) | | | | | | (6,029) | | | | | | — | | | | | | 6,449 | | | | | | (27) | | | | | | 16 | | | | | | (10,621) | | |
Total | | | | | | | | 17,496 | | | | | | (1,282) | | | | | | 218 | | | | | | (3,937) | | | | | | (1) | | | | | | 1 | | | | | | 12,495 | | |
| | |
Average
annual depreciation rates % |
| |
2018
|
| |
Additions
|
| |
IFRS 16
adoption |
| |
Additions
due to acquisitions |
| |
Disposals
|
| |
2019
|
| ||||||||||||||||||
Furniture and fixtures
|
| | | | | | | 1,339 | | | | | | 20 | | | | | | — | | | | | | 5 | | | | | | (13) | | | | | | 1,351 | | |
Leasehold improvements
|
| | | | | | | 4,084 | | | | | | 87 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,171 | | |
Data processing equipment
|
| | | | | | | 9,589 | | | | | | 3,655 | | | | | | — | | | | | | 6 | | | | | | (471) | | | | | | 12,779 | | |
Right of use – leases
|
| | | | | | | — | | | | | | 1,245 | | | | | | 8,306 | | | | | | — | | | | | | (141) | | | | | | 9,410 | | |
Machinery and equipment
|
| | | | | | | 447 | | | | | | 76 | | | | | | — | | | | | | 11 | | | | | | (17) | | | | | | 517 | | |
Other fixed assets
|
| | | | | | | 274 | | | | | | 25 | | | | | | — | | | | | | 2 | | | | | | (3) | | | | | | 298 | | |
Cost | | | | | | | | 15,733 | | | | | | 5,108 | | | | | | 8,306 | | | | | | 24 | | | | | | (645) | | | | | | 28,526 | | |
Furniture and fixtures
|
| |
10
|
| | | | (339) | | | | | | (132) | | | | | | — | | | | | | — | | | | | | 1 | | | | | | (470) | | |
Leasehold improvements
|
| |
10
|
| | | | (806) | | | | | | (414) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,220) | | |
Data processing equipment
|
| |
20
|
| | | | (4,998) | | | | | | (1,832) | | | | | | — | | | | | | — | | | | | | 435 | | | | | | (6,395) | | |
Right of use – leases
|
| |
20 to 30
|
| | | | — | | | | | | (2,590) | | | | | | — | | | | | | — | | | | | | 141 | | | | | | (2,449) | | |
Machinery and equipment
|
| |
10
|
| | | | (263) | | | | | | (85) | | | | | | — | | | | | | — | | | | | | 13 | | | | | | (335) | | |
Other fixed assets
|
| |
10 to 20
|
| | | | (129) | | | | | | (32) | | | | | | — | | | | | | — | | | | | | — | | | | | | (161) | | |
(-) Accumulated depreciation
|
| | | | | | | (6,535) | | | | | | (5,085) | | | | | | — | | | | | | — | | | | | | 590 | | | | | | (11,030) | | |
Total | | | | | | | | 9,198 | | | | | | 23 | | | | | | 8,306 | | | | | | 24 | | | | | | (55) | | | | | | 17,496 | | |
| | |
Average annual
amortization rates % |
| |
Cost
|
| |
Amortization
|
| |
Net balance
in 2020 |
| |||||||||
Intangible assets under development
|
| |
—
|
| | | | 8,433 | | | | | | — | | | | | | 8,433 | | |
Software license
|
| |
20 to 50
|
| | | | 3,584 | | | | | | (2,172) | | | | | | 1,412 | | |
Database
|
| |
10
|
| | | | 800 | | | | | | (387) | | | | | | 413 | | |
Goodwill
|
| |
—
|
| | | | 163,394 | | | | | | — | | | | | | 163,394 | | |
Customer portfolio
|
| |
10
|
| | | | 112,929 | | | | | | (67,524) | | | | | | 45,405 | | |
Platform(b) | | |
20
|
| | | | 75,065 | | | | | | (12,647) | | | | | | 62,418 | | |
| | | | | | | | 364,205 | | | | | | (82,730) | | | | | | 281,475 | | |
| | |
Average annual
amortization rates % |
| |
Cost
|
| |
Amortization
|
| |
Net balance
in 2019 |
| |||||||||
Intangible assets under development
|
| |
—
|
| | | | 1,095 | | | | | | — | | | | | | 1,095 | | |
Software license
|
| |
20 to 50
|
| | | | 2,816 | | | | | | (1,685) | | | | | | 1,131 | | |
Database
|
| |
10
|
| | | | 800 | | | | | | (307) | | | | | | 493 | | |
Goodwill
|
| |
—
|
| | | | 78,778 | | | | | | — | | | | | | 78,778 | | |
Customer portfolio
|
| |
10
|
| | | | 110,954 | | | | | | (56,330) | | | | | | 54,624 | | |
Platform
|
| |
20
|
| | | | 16,144 | | | | | | (3,159) | | | | | | 12,985 | | |
| | | | | | | | 210,587 | | | | | | (61,481) | | | | | | 149,106 | | |
| | |
Average annual
amortization rates % |
| |
2019
|
| |
Additions
|
| |
Additions
due to acquisitions |
| |
Disposals
|
| |
2020
|
| |||||||||||||||
Intangible asset in progress(a)
|
| | | | | | | 1,095 | | | | | | 7,394 | | | | | | — | | | | | | (56) | | | | | | 8,433 | | |
Software license
|
| | | | | | | 2,816 | | | | | | 771 | | | | | | — | | | | | | (3) | | | | | | 3,584 | | |
Database
|
| | | | | | | 800 | | | | | | — | | | | | | — | | | | | | — | | | | | | 800 | | |
Goodwill
|
| | | | | | | 78,778 | | | | | | — | | | | | | 84,616 | | | | | | — | | | | | | 163,394 | | |
Customer portfolio
|
| | | | | | | 110,954 | | | | | | — | | | | | | 1,975 | | | | | | — | | | | | | 112,929 | | |
Platform(b) | | | | | | | | 16,144 | | | | | | 4,400 | | | | | | 54,521 | | | | | | — | | | | | | 75,065 | | |
Cost | | | | | | | | 210,587 | | | | | | 12,565 | | | | | | 141,112 | | | | | | (59) | | | | | | 364,205 | | |
Software license
|
| |
20 – 50
|
| | | | (1,685) | | | | | | (496) | | | | | | — | | | | | | 9 | | | | | | (2,172) | | |
Database
|
| |
10
|
| | | | (307) | | | | | | (80) | | | | | | — | | | | | | — | | | | | | (387) | | |
Customer portfolio
|
| |
10
|
| | | | (56,330) | | | | | | (11,194) | | | | | | — | | | | | | — | | | | | | (67,524) | | |
Platform(b) | | |
20
|
| | | | (3,159) | | | | | | (9,488) | | | | | | — | | | | | | — | | | | | | (12,647) | | |
(-) Accumulated amortizations
|
| | | | | | | (61,481) | | | | | | (21,258) | | | | | | — | | | | | | 9 | | | | | | (82,730) | | |
Total | | | | | | | | 149,106 | | | | | | (8,693) | | | | | | 141,112 | | | | | | (50) | | | | | | 281,475 | | |
| | |
Average annual
amortization rates % |
| |
2018
|
| |
Additions
|
| |
Transfers
|
| |
Additions
due to acquisitions |
| |
Write-offs
|
| |
2019
|
| |||||||||||||||||||||
Intangible asset in progress(a)
|
| | | | | | | | | | 1,531 | | | | | | 3,671 | | | | | | (4,107) | | | | | | — | | | | | | — | | | | | | 1,095 | | |
Trademarks and patents
|
| | | | | | | | | | 133 | | | | | | — | | | | | | — | | | | | | — | | | | | | (133) | | | | | | — | | |
Software license
|
| | | | | | | | | | 2,149 | | | | | | 708 | | | | | | — | | | | | | — | | | | | | (41) | | | | | | 2,816 | | |
Database
|
| | | | | | | | | | 800 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 800 | | |
Goodwill
|
| | | | | | | | | | 78,778 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 78,778 | | |
Customer portfolio
|
| | | | | | | | | | 110,436 | | | | | | — | | | | | | — | | | | | | 518 | | | | | | — | | | | | | 110,954 | | |
Platform
|
| | | | | | | | | | 8,118 | | | | | | — | | | | | | 4,107 | | | | | | 3,919 | | | | | | — | | | | | | 16,144 | | |
Cost | | | | | | | | | | | 201,945 | | | | | | 4,379 | | | | | | — | | | | | | 4,437 | | | | | | (174) | | | | | | 210,587 | | |
Software license
|
| | | | 20 – 50 | | | | | | (1,249) | | | | | | (440) | | | | | | — | | | | | | — | | | | | | 4 | | | | | | (1,685) | | |
Database
|
| | | | 10 | | | | | | (227) | | | | | | (80) | | | | | | — | | | | | | — | | | | | | — | | | | | | (307) | | |
Customer portfolio
|
| | | | 10 | | | | | | (45,244) | | | | | | (11,086) | | | | | | — | | | | | | — | | | | | | — | | | | | | (56,330) | | |
Platform
|
| | | | 20 | | | | | | (1,054) | | | | | | (2,105) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,159) | | |
(-) Accumulated amortizations
|
| | | | | | | | | | (47,774) | | | | | | (13,711) | | | | | | — | | | | | | — | | | | | | 4 | | | | | | (61,481) | | |
Total | | | | | | | | | | | 154,171 | | | | | | (9,332) | | | | | | — | | | | | | 4,437 | | | | | | (170) | | | | | | 149,106 | | |
Significant unobservable inputs
|
| |
Relationship between significant unobservable inputs and measurement of the present value of cash flows
|
|
•
Annual forecast revenue growth rate;
•
Forecast of the growth rate of variable input costs;
•
Risk-adjusted discount rate.
|
| |
The present value of cash flows could increase (decrease) if:
•
the annual growth rate of revenue was higher (lower);
•
the cost growth rate was (higher) lower;
•
the risk-adjusted discount rate was (higher) lower.
|
|
| | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |
|
Weighted average annual revenue growth
|
| | | | 36.38% | | | | | | 16.48% | | | | | | 20.74% | | |
|
Weighted average annual growth of variable cost
|
| | | | 26.93% | | | | | | 18.74% | | | | | | 20.08% | | |
|
Weighted average cost of capital (WACC)
|
| | | | 16.40% | | | | | | 15.90% | | | | | | 19.00% | | |
|
Growth in terminal value
|
| | | | 0% | | | | | | 0% | | | | | | 0% | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Weighted average annual revenue growth
|
| | | | 30.62% | | | | | | 9.40% | | | | | | 17.22% | | |
Weighted average annual growth of variable cost
|
| | | | 21.12% | | | | | | 11.52% | | | | | | 16.58% | | |
| | | | | |
2020
|
| |
2019
|
| | | | ||||||
Working capital(a)
|
| |
Interest p.a.
100% CDI + 2.40% to 5.46% and TJLP + 2.98% and 24%
|
| | | | 97,396 | | | | | | 60,985 | | | | ||
BNDES Prosoft
|
| | TJLP + 2.96% | | | | | 1,579 | | | | | | 2,338 | | | | ||
Lease
|
| | 100% CDI + 2.00% to 3.86% and 7.25% | | | | | — | | | | | | 23 | | | | ||
| | | | | | | | 98,975 | | | | | | 63,346 | | | | ||
Current
|
| | | | | | | 56,197 | | | | | | 17,696 | | | | ||
Non-current
|
| | | | | | | 42,778 | | | | | | 45,650 | | | |
| | |
2020
|
| |
2019
|
| ||||||
2020
|
| | | | | | | | | | | | |
2021
|
| | | | — | | | | | | 22,578 | | |
2022
|
| | | | 18,167 | | | | | | 14,909 | | |
2023
|
| | | | 16,918 | | | | | | 8,163 | | |
2024
|
| | | | 7,693 | | | | | | — | | |
| | | | | 42,778 | | | | | | 45,650 | | |
| | |
Loans and
financing |
| |||
Balance at January 1, 2019
|
| | | | 48,229 | | |
Changes in cash
|
| | | | 11,228 | | |
Interest paid
|
| | | | (3,893) | | |
Proceeds from loans and borrowings
|
| | | | 25,000 | | |
Repayments of borrowings
|
| | | | (9,879) | | |
Changes not affecting cash
|
| | | | 3,889 | | |
Interest and exchange-rate expenses
|
| | | | 3,889 | | |
Balance at December 31, 2019
|
| | | | 63,346 | | |
Changes in cash
|
| | | | 24,297 | | |
Interest paid
|
| | | | (4,491) | | |
Proceeds from loans and borrowings
|
| | | | 62,000 | | |
Repayments of borrowings
|
| | | | (33,212) | | |
Changes not affecting cash
|
| | | | 11,332 | | |
Interest and exchange-rate expenses
|
| | | | 4,761 | | |
Additions due to acquisitions
|
| | | | 6,571 | | |
Balance at December 31, 2020
|
| | | | 98,975 | | |
| | |
2020
|
| |
2019
|
| ||||||
Lease of properties
|
| | | | 2,525 | | | | | | 6,377 | | |
Lease of equipment
|
| | | | 233 | | | | | | 914 | | |
| | | | | 2,758 | | | | | | 7,291 | | |
Current
|
| | | | 1,109 | | | | | | 2,687 | | |
Non-current
|
| | | | 1,649 | | | | | | 4,604 | | |
Period
|
| |
2020
|
| |
2019
|
| ||||||
2020
|
| | | | — | | | | | | — | | |
2021
|
| | | | — | | | | | | 2,722 | | |
2022
|
| | | | 1,186 | | | | | | 1,807 | | |
2023
|
| | | | 463 | | | | | | 75 | | |
Present value of lease payments
|
| | |
|
1,649
|
| | | |
|
4,604
|
| |
| | |
Properties
|
| |
Equipment
|
| |
Total
|
| |||||||||
Balance on December 31, 2018
|
| | | | — | | | | | | — | | | | | | — | | |
Initial adoption
|
| | | | 7,498 | | | | | | 808 | | | | | | 8,306 | | |
Balance on January 1, 2019
|
| | | | 7,498 | | | | | | 808 | | | | | | 8,306 | | |
Remeasurements and new contracts
|
| | | | 556 | | | | | | 689 | | | | | | 1,245 | | |
Interest
|
| | | | 709 | | | | | | 89 | | | | | | 798 | | |
Lease payments
|
| | | | (2,386) | | | | | | (672) | | | | | | (3,058) | | |
Balance on December 31, 2019
|
| | | | 6,377 | | | | | | 914 | | | | | | 7,291 | | |
Remeasurements and new contracts
|
| | | | 444 | | | | | | 367 | | | | | | 811 | | |
Lease termination
|
| | | | (1,964) | | | | | | (219) | | | | | | (2,183) | | |
Interest
|
| | | | 622 | | | | | | 103 | | | | | | 725 | | |
Interest paid
|
| | | | (633) | | | | | | (108) | | | | | | (741) | | |
Lease payments
|
| | | | (2,321) | | | | | | (824) | | | | | | (3,145) | | |
Balance on December 31, 2020
|
| | | | 2,525 | | | | | | 233 | | | | | | 2,758 | | |
| | |
2020
|
| |
2019
|
| ||||||
Domestic suppliers
|
| | | | 90,948 | | | | | | 39,216 | | |
Abroad suppliers
|
| | | | 377 | | | | | | — | | |
Advances from clients
|
| | | | 2,477 | | | | | | 2,169 | | |
Other accounts payable
|
| | | | 6,435 | | | | | | 1,069 | | |
| | | | | 100,237 | | | | | | 42,454 | | |
Current
|
| | | | 100,036 | | | | | | 42,454 | | |
Non-current
|
| | | | 201 | | | | | | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Social security
|
| | | | 1,308 | | | | | | 757 | | |
Severance indemnity fund (FGTS)
|
| | | | 315 | | | | | | 222 | | |
Federal VAT (PIS/COFINS)
|
| | | | 3,304 | | | | | | 2,323 | | |
Withholding income taxes
|
| | | | 1,736 | | | | | | 1,007 | | |
Service taxes (ISSQN)
|
| | | | 1,032 | | | | | | 874 | | |
Other
|
| | | | 1,203 | | | | | | 2 | | |
| | | | | 8,898 | | | | | | 5,185 | | |
| | |
2020
|
| |
2019
|
| ||||||
Salary
|
| | | | 499 | | | | | | 58 | | |
Labor provisions (13th salary and vacation)
|
| | | | 4,969 | | | | | | 3,076 | | |
Provision for bonus
|
| | | | — | | | | | | 3,445 | | |
Other obligations
|
| | | | 1,210 | | | | | | 176 | | |
Long-term benefits(a)
|
| | | | 1,151 | | | | | | 1,127 | | |
| | | | | 7,829 | | | | | | 7,882 | | |
Current
|
| | | | 6,678 | | | | | | 6,755 | | |
Non-current
|
| | | | 1,151 | | | | | | 1,127 | | |
| | |
2020
|
| |
2019
|
| ||||||
Service tax (ISSQN) Lawsuit – Company BWMS(a)
|
| | | | 1,374 | | | | | | 1,374 | | |
Service tax (ISSQN) Lawsuit – Company Zenvia(a)
|
| | | | 29,962 | | | | | | 22,697 | | |
Labor provisions
|
| | | | 444 | | | | | | 115 | | |
Other Provisions
|
| | | | 1,064 | | | | | | 813 | | |
| | | | | 32,844 | | | | | | 24,999 | | |
Service tax (ISSQN) judicial deposits – Lawsuit Company BWMS(a)
|
| | | | (1,374) | | | | | | (1,374) | | |
Service tax (ISSQN) judicial deposits – Lawsuit Company Zenvia(a)
|
| | | | (29,193) | | | | | | (22,126) | | |
Labor appeals judicial deposits
|
| | | | (10) | | | | | | (10) | | |
| | | | | (30,577) | | | | | | (23,510) | | |
| | | | | 2,267 | | | | | | 1,489 | | |
| | |
Provisions
|
| |||
Balance at January 1, 2019
|
| | | | 18,322 | | |
Additions
|
| | | | 6,795 | | |
Reversals
|
| | | | (118) | | |
Balance at December 31, 2019
|
| | | | 24,999 | | |
Additions
|
| | | | 7,944 | | |
Reversals
|
| | | | (322) | | |
Additions due to acquisitions
|
| | | | 223 | | |
Balance at December 31, 2020
|
| | | | 32,844 | | |
| | |
Deposits
|
| |||
Balance at January 1, 2019
|
| | | | 17,129 | | |
Additions
|
| | | | 6,381 | | |
Balance at December 31, 2019
|
| | | | 23,510 | | |
Additions
|
| | | | 7,089 | | |
Reversals
|
| | | | (22) | | |
Balance at December 31, 2020
|
| | | | 30,577 | | |
| | |
2020
Liabilities from business combinations |
| |||
Investment acquisition(a) – Total Voice
|
| | | | 13,112 | | |
Investment acquisition – Sirena
|
| | | | 71,792 | | |
Investment acquisition(b) – Sirena
|
| | | | 8,833 | | |
Reimbursements to former shareholders(c)
|
| | | | 11 | | |
| | | | | 93,748 | | |
| | |
2019
Liabilities from business combinations |
| |||
Investment acquisition(a) – Total Voice
|
| | | | 5,230 | | |
| | | | | 5,230 | | |
| | |
2020
|
| |||||||||
Shareholders
|
| |
Balance of shares
|
| |
Percent
|
| ||||||
Oria Tech Zenvia Co-Investment FIP Multiestrategia
|
| | | | 2,298,482 | | | | | | 48.0693% | | |
Cássio Bobsin Machado
|
| | | | 1,915,644 | | | | | | 40.0628% | | |
Oria Tech 1 Inovacao Fundo de Investimentos em Participações
|
| | | | 527,534 | | | | | | 11.0326% | | |
Spectra I – Fundo de Investimento em Partipações
|
| | | | 7,988 | | | | | | 0.1671% | | |
Spectra II – Fundo de Investimento em Partipações
|
| | | | 31,954 | | | | | | 0.6683% | | |
Total
|
| | | | 4,781,602 | | | | | | 100.0000% | | |
| | |
2019
|
| |||||||||
Shareholders
|
| |
Balance of shares
|
| |
Percent
|
| ||||||
Oria Tech Zenvia Co-Investment FIP Multiestrategia
|
| | | | 1,938,279 | | | | | | 43.8386% | | |
Cássio Bobsin Machado
|
| | | | 1,915,644 | | | | | | 43.3266% | | |
Oria Tech 1 Inovacao Fundo de Investimentos em Participações
|
| | | | 527,534 | | | | | | 11.9314% | | |
Spectra I – Fundo de Investimento em Partipações
|
| | | | 7,988 | | | | | | 0.1807% | | |
Spectra II – Fundo de Investimento em Partipações
|
| | | | 31,954 | | | | | | 0.7227% | | |
Total
|
| | | | 4,421,399 | | | | | | 100.0000% | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Profit for the year – Calculation basis
|
| | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
Formation of reserves
|
| | | | | | | | | | | | | | | | | | |
Legal (5%)
|
| | | | — | | | | | | (692) | | | | | | (993) | | |
Mandatory minimum dividends (25%)(i)
|
| | | | — | | | | | | (3,288) | | | | | | (4,718) | | |
Dividends in addition to the mandatory minimum(i)
|
| | | | — | | | | | | (8,264) | | | | | | — | | |
Net income after legal reserve – Transferred to the investment reserve
|
| | | | — | | | | | | 1,600 | | | | | | 14,154 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Personnel expenses(a)
|
| | | | 78,103 | | | | | | 47,531 | | | | | | 34,502 | | |
Costs with operators/Other costs
|
| | | | 305,561 | | | | | | 250,275 | | | | | | 178,027 | | |
Depreciation and amortization
|
| | | | 27,287 | | | | | | 18,796 | | | | | | 14,513 | | |
Outsourced services
|
| | | | 17,319 | | | | | | 9,714 | | | | | | 5,795 | | |
Rentals/insurance/condominium/water/energy
|
| | | | 2,005 | | | | | | 920 | | | | | | 2,908 | | |
Communication
|
| | | | 4,557 | | | | | | 2,485 | | | | | | 2,196 | | |
Travel expenses
|
| | | | 886 | | | | | | 1,754 | | | | | | 1,293 | | |
Allowance for credit losses
|
| | | | 4,205 | | | | | | 3,733 | | | | | | 2,287 | | |
Marketing expenses / events
|
| | | | 3,540 | | | | | | 2,778 | | | | | | 1,605 | | |
Other expenses
|
| | | | 7,505 | | | | | | 3,251 | | | | | | 3,100 | | |
| | | | | 450,968 | | | | | | 341,237 | | | | | | 246,226 | | |
Cost of services
|
| | | | 325,870 | | | | | | 260,786 | | | | | | 186,084 | | |
Sales and marketing expenses
|
| | | | 33,589 | | | | | | 26,018 | | | | | | 18,241 | | |
General administrative expenses
|
| | | | 71,667 | | | | | | 40,868 | | | | | | 35,683 | | |
Research and development expenses
|
| | | | 15,637 | | | | | | 9,832 | | | | | | 3,931 | | |
Allowance for credit losses
|
| | | | 4,205 | | | | | | 3,733 | | | | | | 2,287 | | |
| | | | | 450,968 | | | | | | 341,237 | | | | | | 246,226 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Salary
|
| | | | 36,102 | | | | | | 21,286 | | | | | | 17,501 | | |
Benefits
|
| | | | 2,993 | | | | | | 1,521 | | | | | | 1,674 | | |
Compulsory contributions to social security
|
| | | | 12,586 | | | | | | 9,122 | | | | | | 6,861 | | |
Compensation
|
| | | | 387 | | | | | | 348 | | | | | | 686 | | |
Provisions (vacation/13th salary)
|
| | | | 5,757 | | | | | | 3,634 | | | | | | 3,383 | | |
Provision for bonus and profit sharing
|
| | | | 650 | | | | | | 4,641 | | | | | | 3,032 | | |
Compensation(b) | | | | | 16,715 | | | | | | 5,230 | | | | | | — | | |
Other
|
| | | | 2,913 | | | | | | 1,749 | | | | | | 1,365 | | |
| | | | | 78,103 | | | | | | 47,531 | | | | | | 34,502 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Finance cost | | | | | | | | | | | | | | | | | | | |
Interest on loans and financing
|
| | | | (4,826) | | | | | | (3,870) | | | | | | (5,922) | | |
Discounts given
|
| | | | (158) | | | | | | (250) | | | | | | (412) | | |
Foreign exchange losses
|
| | | | (16,615) | | | | | | (480) | | | | | | (299) | | |
Bank expenses and IOF (tax on financial transactions)
|
| | | | (1,714) | | | | | | (597) | | | | | | (404) | | |
Other financial expenses
|
| | | | (2,362) | | | | | | (203) | | | | | | (315) | | |
Interests on leasing contracts
|
| | | | (725) | | | | | | (798) | | | | | | — | | |
Losses on derivative instruments
|
| | | | — | | | | | | (613) | | | | | | — | | |
Inflation adjustment
|
| | | | (180) | | | | | | — | | | | | | — | | |
| | | | | (26,580) | | | | | | (6,811) | | | | | | (7,352) | | |
Finance income | | | | | | | | | | | | | | | | | | | |
Interest
|
| | | | 663 | | | | | | 241 | | | | | | 136 | | |
Foreign exchange gain
|
| | | | 17,936 | | | | | | 514 | | | | | | 13 | | |
Interests on financial instrument
|
| | | | 580 | | | | | | 2,926 | | | | | | 2,522 | | |
Other financial income
|
| | | | 38 | | | | | | 186 | | | | | | 775 | | |
Gains with derivative financial instruments
|
| | | | — | | | | | | 372 | | | | | | — | | |
| | | | | 19,217 | | | | | | 4,239 | | | | | | 3,446 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Other providers(a)
|
| | | | — | | | | | | 2,082 | | | | | | — | | |
Disposal of leasehold improvement and other assets
|
| | | | (1,668) | | | | | | (179) | | | | | | 3 | | |
Gain on sale of carrier billing (note 1.a)
|
| | | | — | | | | | | 2,757 | | | | | | — | | |
Other expenses
|
| | | | (813) | | | | | | (362) | | | | | | (151) | | |
Other income
|
| | | | 1,641 | | | | | | 175 | | | | | | 244 | | |
| | | | | (840) | | | | | | 4,473 | | | | | | 96 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Deferred taxes on temporary differences and tax losses
|
| | | | (8,480) | | | | | | 3,186 | | | | | | 3,457 | | |
Current tax expenses
|
| | | | 441 | | | | | | 148 | | | | | | 3,022 | | |
Tax (income) expense
|
| | |
|
(8,039)
|
| | | |
|
3,334
|
| | | |
|
6,479
|
| |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Income before income tax and social contribution
|
| | | | (29,470) | | | | | | 17,178 | | | | | | 26,344 | | |
Basic rate
|
| | | | 34% | | | | | | 34% | | | | | | 34% | | |
Income tax and social contribution
|
| | | | 10,020 | | | | | | (5,841) | | | | | | (8,957) | | |
Tax incentives
|
| | | | — | | | | | | 2,896 | | | | | | 1,992 | | |
Earnings from foreign subsidiaries
|
| | | | (36) | | | | | | — | | | | | | — | | |
Net operation loss carryforward not recorded from subsidiaries
|
| | | | (1,900) | | | | | | (46) | | | | | | | | |
Others
|
| | | | (45) | | | | | | (343) | | | | | | 486 | | |
Tax expense
|
| | | | 8,039 | | | | | | (3,334) | | | | | | (6,479) | | |
Effective rate
|
| | | | 27.28% | | | | | | 19.41% | | | | | | 24.59% | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Deferred tax assets | | | | | | | | | | | | | | | | | | | |
Provision for labor, tax and civil risk
|
| | | | 10,885 | | | | | | 8,415 | | | | | | 6,213 | | |
Allowance for doubtful accounts
|
| | | | 1,610 | | | | | | 1,730 | | | | | | 1,705 | | |
Tax losses and negative basis of social contribution tax
|
| | | | 5,277 | | | | | | 3,536 | | | | | | 3,931 | | |
Provision for compensation from acquisitions
|
| | | | 6,277 | | | | | | 1,778 | | | | | | — | | |
Other temporary differences
|
| | | | 1,041 | | | | | | 931 | | | | | | 2,191 | | |
| | | | | 25,090 | | | | | | 16,390 | | | | | | 14,040 | | |
Deferred Tax liabilities
|
| | | | | | | | | | | | | | | | | | |
Goodwill
|
| | | | (25,879) | | | | | | (22,741) | | | | | | (14,973) | | |
Customer portfolio and platform
|
| | | | (22,005) | | | | | | (10,418) | | | | | | (12,650) | | |
| | | | | (47,884) | | | | | | (33,159) | | | | | | (27,623) | | |
| | | | | (22,794) | | | | | | (16,769) | | | | | | (13,583) | | |
| | |
2020
|
| |
Deferred taxes
2020 variation(a) |
| |
2019
|
| |
Impact on
profit (loss) |
| |
2018
|
| |||||||||||||||
Provision for tax liabilities
|
| | | | 10,885 | | | | | | 2,470 | | | | | | 8,415 | | | | | | 2,202 | | | | | | 6,213 | | |
Allowance for doubtful accounts
|
| | | | 1,610 | | | | | | (120) | | | | | | 1,730 | | | | | | 25 | | | | | | 1,705 | | |
Tax losses and negative basis of social contribution
tax |
| | | | 5,277 | | | | | | 1,741 | | | | | | 3,536 | | | | | | (395) | | | | | | 3,931 | | |
Goodwill
|
| | | | (25,879) | | | | | | (3,138) | | | | | | (22,741) | | | | | | (7,768) | | | | | | (14,973) | | |
Customer portfolio
|
| | | | (22,005) | | | | | | (11,719) | | | | | | (10,286) | | | | | | 2,364 | | | | | | (12,650) | | |
Provision for compensation from acquisitions
|
| | | | 6,277 | | | | | | 5,342 | | | | | | 935 | | | | | | 935 | | | | | | — | | |
Other temporary differences
|
| | | | 1,041 | | | | | | (601) | | | | | | 1,642 | | | | | | 549 | | | | | | 2,191 | | |
Total
|
| | |
|
(22,794)
|
| | | |
|
(6,025)
|
| | | |
|
(16,769)
|
| | | |
|
(3,186)
|
| | | |
|
(13,583)
|
| |
| | |
2020
|
| |||
Total 2020 Deferred taxes variation
|
| | | | (6,025) | | |
Foreign exchange variation on deferred tax balances fro foreign subsidiaries
|
| | | | (330) | | |
Deferred tax from Sirena tax loss carryforwards
|
| | | | (1,393) | | |
Deferred tax from Sirena’s client portofio and digital platform
|
| | | | 16,228 | | |
Deferred tax profit or loss
|
| | | | 8,480 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Basic and diluted earnings per share | | | | | | | | | | | | | | | | | | | |
Numerator
|
| | | | | | | | | | | | | | | | | | |
Profit (loss) of the year assigned to Company’s shareholders
|
| | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
Denominator
|
| | | | | | | | | | | | | | | | | | |
Weighted average for number of common shares
|
| | | | 4,601,501 | | | | | | 4,421,401 | | | | | | 4,421,401 | | |
Basic and diluted earnings (loss) per share (in reais)
|
| | | | (4.657) | | | | | | 3.131 | | | | | | 4.493 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Fair
value through profit or loss |
| |
Amortized
cost |
| |
Level 1
|
| |
Fair
value through profit or loss |
| |
Amortized
cost |
| |
Level 1
|
| |
Fair
value through profit or loss |
| |
Amortized
cost |
| |
Level 1
|
| |||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 46,880 | | | | | | 13,099 | | | | | | 47,453 | | | | | | 508 | | | | | | 11,834 | | | | | | 508 | | | | | | 42,291 | | | | | | 8,385 | | | | | | 42,291 | | |
Interest earnings bank
deposits |
| | | | 2,227 | | | | | | — | | | | | | 2,227 | | | | | | 3,292 | | | | | | — | | | | | | 3,292 | | | | | | 4,714 | | | | | | — | | | | | | 4,714 | | |
Trade accounts receivable
|
| | | | — | | | | | | 86,009 | | | | | | — | | | | | | — | | | | | | 62,136 | | | | | | — | | | | | | — | | | | | | 51,200 | | | | | | — | | |
| | | | | 49,107 | | | | | | 99,108 | | | | | | 49,107 | | | | | | 3,800 | | | | | | 73,970 | | | | | | 3,800 | | | | | | 47,005 | | | | | | 59,585 | | | | | | 47,005 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and financing
|
| | | | — | | | | | | 98,975 | | | | | | — | | | | | | — | | | | | | 63,346 | | | | | | — | | | | | | — | | | | | | 48,229 | | | | | | — | | |
Trade and other payable
|
| | | | — | | | | | | 100,237 | | | | | | — | | | | | | — | | | | | | 42,454 | | | | | | — | | | | | | — | | | | | | 44,322 | | | | | | — | | |
| | | | | — | | | | | | 199,212 | | | | | | — | | | | | | — | | | | | | 105,800 | | | | | | — | | | | | | — | | | | | | 92,551 | | | | | | — | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Cash and cash equivalents
|
| | | | 59,979 | | | | | | 12,342 | | | | | | 50,676 | | |
Interest earnings bank deposits
|
| | | | 2,227 | | | | | | 3,292 | | | | | | 4,714 | | |
Trade accounts receivable
|
| | | | 86,009 | | | | | | 62,136 | | | | | | 51,200 | | |
| | | | | 148,215 | | | | | | 77,770 | | | | | | 106,590 | | |
Non-derivative financial liabilities
|
| |
Book value
|
| |
Contractual
cash flow |
| |
Up to 12
Months |
| |
1 – 2
years |
| |
2 – 3
years |
| |
>3
years |
| ||||||||||||||||||
Loans and financing
|
| | | | 98,975 | | | | | | 122,565 | | | | | | 74,356 | | | | | | 20,474 | | | | | | 19,066 | | | | | | 8,670 | | |
Trade and other payables
|
| | | | 100,237 | | | | | | 100,237 | | | | | | 100,036 | | | | | | 201 | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | 2,758 | | | | | | 3,259 | | | | | | 1,481 | | | | | | 1,186 | | | | | | 592 | | | | | | — | | |
| | | | | 201,970 | | | | | | 226,061 | | | | | | 175,873 | | | | | | 21,861 | | | | | | 19,658 | | | | | | 8,670 | | |
Variable rate assets
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Financial assets
|
| | | | 49,107 | | | | | | 3,292 | | | | | | 4,714 | | |
Financial liabilities
|
| | | | 98,975 | | | | | | 63,346 | | | | | | 48,229 | | |
Operation
|
| |
Balance at 2020
|
| |
Risk
|
| |
Scenario I
Current scenario |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
Interest rate subject to variation
|
| | | | 49,107 | | | |
CDI decrease
|
| | | | 2.75% | | | | | | 2.06% | | | | | | 1.38% | | |
Financial investments
|
| | | | | | | | | | | | | 1,350 | | | | | | 1,013 | | | | | | 675 | | |
Operation
|
| |
Balance at 2020
|
| |
Risk
|
| |
Scenario I
Current scenario |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
Loans – BNDES
|
| | | | 15,653 | | | |
TJLP increase
|
| | | | 769 | | | | | | 961 | | | | | | 1,153 | | |
Interest rate subject to variation
|
| | | | | | | | | | | | | 4.91% | | | | | | 6.14% | | | | | | 7.37% | | |
Financing
|
| | | | 83,322 | | | |
CDI increase
|
| | | | 2,291 | | | | | | 2,864 | | | | | | 3,437 | | |
Interest rate subject to variation
|
| | | | | | | | | | | | | 2.75% | | | | | | 3.44% | | | | | | 4.13% | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Loans and borrowings
|
| | | | 98,975 | | | | | | 63,346 | | | | | | 48,229 | | |
Cash and cash equivalents
|
| | | | (59,979) | | | | | | (12,342) | | | | | | (50,676) | | |
Net debth
|
| | | | 38,996 | | | | | | 51,004 | | | | | | (2,447) | | |
Total equity
|
| | | | 115,348 | | | | | | 99,337 | | | | | | 148,494 | | |
Net debt/Shareholders’ equity (%)
|
| | | | 0.34 | | | | | | 0.51 | | | | | | (0.02) | | |
| | |
Notes
|
| |
07/23/2020
|
| |
12/31/2019
|
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 5 | | | | | | 2,227,771 | | | | | | 1,401,617 | | |
Trade receivables
|
| | | | 6 | | | | | | 373,971 | | | | | | 150,756 | | |
Taxes recoverable
|
| | | | 7 | | | | | | 15,582 | | | | | | 20,946 | | |
Other receivables
|
| | | | | | | | | | 9,517 | | | | | | 5,071 | | |
Total current assets
|
| | | | | | | | | | 2,626,841 | | | | | | 1,578,390 | | |
Noncurrent assets | | | | | | | | | | | | | | | | | | | |
Taxes recoverable
|
| | | | 7 | | | | | | 17,943 | | | | | | 14,028 | | |
Guarantee deposit
|
| | | | | | | | | | 1,452 | | | | | | 1,742 | | |
Property, plant and equipment
|
| | | | 9 | | | | | | 41,795 | | | | | | 47,938 | | |
Total noncurrent assets
|
| | | | | | | | | | 61,190 | | | | | | 63,708 | | |
Total assets
|
| | | | | | | | | | 2,688,031 | | | | | | 1,642,098 | | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | |
Loans and financing
|
| | | | 11 | | | | | | 1,272,296 | | | | | | — | | |
Trade payables
|
| | | | 10 | | | | | | 394,204 | | | | | | 301,491 | | |
Taxes payable
|
| | | | 12 | | | | | | 131,184 | | | | | | 64,385 | | |
Payroll and related taxes
|
| | | | 13 | | | | | | 197,983 | | | | | | 181,989 | | |
Payables to related parties-shareholders
|
| | | | 8 | | | | | | 2,884 | | | | | | 2,462 | | |
Legal fees
|
| | | | 15 | | | | | | 208,127 | | | | | | — | | |
Income taxes payable
|
| | | | | | | | | | 43,095 | | | | | | — | | |
Other payables
|
| | | | 14 | | | | | | 147,023 | | | | | | 48.211 | | |
Total current liabilities
|
| | | | | | | | | | 2,396,796 | | | | | | 598,538 | | |
Equity | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | | | 16 | | | | | | 5,554,723 | | | | | | 5,554,723 | | |
Capital reserve
|
| | | | | | | | | | 1,971,357 | | | | | | 739,259 | | |
Other comprehensive income
|
| | | | | | | | | | 795,024 | | | | | | 670,942 | | |
Accumulated losses
|
| | | | | | | | | | (8,029,869) | | | | | | (5,921,364) | | |
Total equity
|
| | | | | | | | | | 291,235 | | | | | | 1,043,560 | | |
Total liabilities and equity
|
| | | | | | | | | | 2,688,031 | | | | | | 1,642,098 | | |
| | |
Notes
|
| |
07/23/2020
|
| |
12/31/2019
|
| |||||||||
Revenue
|
| | | | 4c | | | | |
|
1,692,699
|
| | | |
|
1,772,615
|
| |
Cost of services
|
| | | | 15 | | | | | | (450,254) | | | | | | (601,188) | | |
Gross profit
|
| | | | | | | | | | 1,242,455 | | | | | | 1,171,427 | | |
General administrative expenses
|
| | | | 16 | | | | | | (3,054,611) | | | | | | (2,725,475) | | |
Sales and marketing expenses
|
| | | | 16 | | | | | | (113,568) | | | | | | (336,675) | | |
Impairment loss on trade receivables
|
| | | | | | | | | | (72,762) | | | | | | (76,124) | | |
Other income and expenses, net
|
| | | | 16 | | | | | | 5,666 | | | | | | 28,582 | | |
Operating loss
|
| | | | | | | | | | (1,992,830) | | | | | | (1,938,265) | | |
Finance costs
|
| | | | | | | | | | (127,995) | | | | | | (432,626) | | |
Finance income
|
| | | | | | | | | | 20,550 | | | | | | 61,549 | | |
Net finance costs
|
| | | | 17 | | | | |
|
(107,445)
|
| | | |
|
(371,077)
|
| |
Loss before income tax and social contribution
|
| | | | | | | | | | (2,100,275) | | | | | | (2,309,342) | | |
Current income tax and social contribution
|
| | | | | | | | | | (8,230) | | | | | | — | | |
Loss for the period (year)
|
| | | | | | | | | | (2,108,505) | | | | | | (2,309,342) | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or loss
|
| | | | | | | | | | | | | | | | | | |
Cummulative translation adjustment
|
| | | | | | | | | | 124,082 | | | | | | 389,228 | | |
Total comprehensive income for the year
|
| | | | | | | | | | (1,984,423) | | | | | | (1.920.114) | | |
| | |
Note
|
| |
Capital
|
| |
Capital
reserve |
| |
Other
comprehensive income |
| |
Accumulated
losses |
| |
Total
shareholders’ equity |
| |||||||||||||||
Balance at January 1, 2019
|
| | | | | | | 5,554,723 | | | | | | 246,420 | | | | | | 281,714 | | | | | | (3,612,022) | | | | | | 2,470,835 | | |
Cumulative translation adjustment
|
| | | | | | | — | | | | | | — | | | | | | 389,228 | | | | | | — | | | | | | 389,228 | | |
Share-based payments
|
| | | | | | | | | | | | | 492,839 | | | | | | — | | | | | | — | | | | | | 492,839 | | |
Net loss for the year
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,309,342) | | | | | | (2,309,342) | | |
Balance at December 31, 2019
|
| | | | | | | 5,554,723 | | | | | | 739,259 | | | | | | 670,942 | | | | | | (5,921,364) | | | | | | 1,043,560 | | |
Cumulative translation adjustment
|
| | | | | | | — | | | | | | — | | | | | | 124,082 | | | | | | — | | | | | | 124,082 | | |
Share-based payments
|
| | | | | | | | | | | | | 1,232,098 | | | | | | — | | | | | | — | | | | | | 1,232,098 | | |
Net loss for the period
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,108,505) | | | | | | (2,108,505) | | |
Balance at July 23, 2020
|
| | | | | | | 5,554,723 | | | | | | 1,971,357 | | | | | | 795,024 | | | | | | (8,029,869) | | | | | | 291,235 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Cash flow from operating activities | | | | | | | | | | | | | |
Loss for the period/year
|
| | |
|
(2,108,505)
|
| | | |
|
(2,309,342)
|
| |
Adjustments for: | | | | | | | | | | | | | |
Income tax and social contribution
|
| | | | 8,230 | | | | | | — | | |
Depreciation
|
| | | | 9,074 | | | | | | 17,574 | | |
Hyperinflation impacts
|
| | | | 80,791 | | | | | | 399,512 | | |
Share-based payments
|
| | | | 1,232,098 | | | | | | 492,839 | | |
Impairment loss on trade receivables
|
| | | | 72,762 | | | | | | 76,124 | | |
Interest and fines
|
| | | | 11,524 | | | | | | 15,562 | | |
Others
|
| | | | 43,346 | | | | | | (3,121) | | |
Changes in assets and liabilities | | | | | | | | | | | | | |
Trade receivable
|
| | | | (295,977) | | | | | | (31,302) | | |
Other accounts receivables
|
| | | | (4,156) | | | | | | 10,464 | | |
Taxes recoverable
|
| | | | 1,449 | | | | | | (18,922) | | |
Trade payables
|
| | | | 92,173 | | | | | | 207,633 | | |
Payroll and related taxes
|
| | | | 15,994 | | | | | | 65,071 | | |
Taxes payable
|
| | | | 66,799 | | | | | | (20,369) | | |
Payables to related parties-partners
|
| | | | 422 | | | | | | (58) | | |
Other accounts payables
|
| | | | 350,034 | | | | | | (16,251) | | |
Cash flow used in operating activities
|
| | | | (423,401) | | | | | | (1,114,586) | | |
Income tax paid
|
| | | | (8,230) | | | | | | — | | |
Interest and fines paid
|
| | | | (8,740) | | | | | | (15,562) | | |
Net cash flow from operating activities
|
| | | | (440,371) | | | | | | (1,130,148) | | |
Cash flow from investment activities | | | | | | | | | | | | | |
Property, plant and equipment acquisitions
|
| | | | (2,987) | | | | | | (25,104) | | |
Net cash used in investment activities
|
| | | | (2,987) | | | | | | (25,104) | | |
Cash flow from financing activities | | | | | | | | | | | | | |
Loans and financing
|
| | | | 1,269,512 | | | | | | — | | |
Net cash used in financing activities
|
| | | | 1,269,512 | | | | | | — | | |
Net decrease in cash and cash equivalents
|
| | | | 826,154 | | | | | | (1,155,252) | | |
Cash and cash equivalents at January 1
|
| | | | 1,401,617 | | | | | | 2,556,869 | | |
Cash and cash equivalents at July 23/ December 31
|
| | |
|
2,227,771
|
| | | |
|
1,401,617
|
| |
| | |
Country
|
| |
7/23/2020
Interest |
| |
12/31/2019
Interest |
| ||||||
| | | | | |
%
|
| |
%
|
| ||||||
Rodati Services S.A.
|
| | Argentina | | | | | 100 | | | | | | 100 | | |
Rodati Servicios, S.A. de CV
|
| | Mexico | | | | | 100 | | | | | | 100 | | |
Rodati Motors Central de Informações de Veículos Automotores Ltda.
|
| | Brazil | | | | | 100 | | | | | | 100 | | |
Type of service
|
| |
Nature and timing of satisfaction of performance obligations, including significant payment terms
|
| |
Revenue recognition policies
|
|
SaaS
|
| | Revenues are mainly derived from fees based on the usage-based services. The use of these services is measured at the time the service is available to customers or based on volumes of interactions between the Company’s clients and their own customers. Revenues are recognized through the period of time the service is available for use or based on usage by customers, depending on each agreement and on the particular agreement with customers. | | | Revenue is recognized upon the transfer of control of the services to customers in an amount that reflects the consideration the company expects to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts that have been invoiced are recorded in accounts receivable and in revenue or deferred revenue (classified in other liabilities), depending on whether the revenue recognition criteria have been met. Arrangements with customers do not provide for rights of return of right to take possession of the software supporting the applications. | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Argentina
|
| | | | 420,212 | | | | | | 517,642 | | |
Bolivia
|
| | | | 10,387 | | | | | | — | | |
Brazil
|
| | | | 193,449 | | | | | | 111,481 | | |
Chile
|
| | | | 139,722 | | | | | | 180,380 | | |
Colombia
|
| | | | 102,678 | | | | | | 37,446 | | |
Costa Rica
|
| | | | 15,854 | | | | | | 6,674 | | |
Ecuador
|
| | | | 109,937 | | | | | | 18,710 | | |
Guatemala
|
| | | | 22,853 | | | | | | — | | |
Mexico
|
| | | | 461,623 | | | | | | 813,520 | | |
Nicaragua
|
| | | | 7,790 | | | | | | — | | |
Peru
|
| | | | 93,962 | | | | | | 20,516 | | |
Panama
|
| | | | 25,335 | | | | | | 9,757 | | |
Paraguay
|
| | | | 23,452 | | | | | | 25,258 | | |
United States
|
| | | | 18,778 | | | | | | 6,802 | | |
Uruguay
|
| | | | 18,721 | | | | | | 14,285 | | |
Others
|
| | | | 27,946 | | | | | | 10,144 | | |
| | | | | 1,692,699 | | | | | | 1,772,615 | | |
|
Financial assets
at FVTPL |
| | These assets are subsequently measured at fair value. Net income, plus interest or dividend income, is recognized in profit or loss. | |
|
Financial assets
at amortized cost |
| | These assets are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is reduced for impairment losses. Interest income, foreign exchange gains and impairment losses are recognized in the income statement. Any gain or loss on derecognition is recognized in profit or loss. | |
| | |
07/23/2020
|
| |
12/31/2019
|
| |||
Cash and banks
|
| | | | 185,784 | | | |
297, 756
|
|
Cash on payment platform(a)
|
| | | | 180,702 | | | |
56,026
|
|
Financial investments(b)
|
| | | | 1,861,285 | | | |
1,047,835
|
|
| | | | | 2,227,771 | | | |
1,401,617
|
|
| | |
07/23/20
|
| |
12/31/2019
|
| ||||||
Argentinean Peso
|
| | | | 162,882 | | | | | | 118,942 | | |
Brazilean Real
|
| | | | 62,026 | | | | | | 15,064 | | |
Mexican Peso
|
| | | | 93,563 | | | | | | 82,042 | | |
US Dollar
|
| | | | 1,909,300 | | | | | | 1,185,569 | | |
| | | | | 2,227,771 | | | | | | 1,401,617 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Trade receivables
|
| | | | 532,989 | | | | | | 237,012 | | |
(-) Allowance for expected credit losses (ECL)
|
| | | | (159,018) | | | | | | (86,256) | | |
Total
|
| | |
|
373,971
|
| | | |
|
150,756
|
| |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Argentine Peso
|
| | | | 36,575 | | | | | | 34,075 | | |
Brazilean Real
|
| | | | 70,379 | | | | | | 41,050 | | |
Mexican Peso
|
| | | | 216,960 | | | | | | 45,386 | | |
US Dollar
|
| | | | 50,057 | | | | | | 30,245 | | |
| | | | | 373,971 | | | | | | 150,756 | | |
|
Balance at January 1, 2019
|
| | | | (10,132) | | |
|
Additions
|
| | | | (76,124) | | |
|
Balance at December 31, 2019
|
| | | | (86,256) | | |
|
Additions
|
| | | | (72,762) | | |
|
Balance at July 23, 2020
|
| | | | (159,018) | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Falling due
|
| | | | 38,828 | | | | | | 40,153 | | |
Past due
|
| | | | 494,161 | | | | | | 196,859 | | |
30 days
|
| | | | 164,882 | | | | | | 92,019 | | |
From 31 to 60 days
|
| | | | 69,225 | | | | | | 21,710 | | |
From 61 to 90 days
|
| | | | 34,788 | | | | | | 8,531 | | |
From 91 to 120 days
|
| | | | 60,177 | | | | | | 5,704 | | |
From 121 to 150 days
|
| | | | 7,380 | | | | | | 2,809 | | |
From 151 to 180 days
|
| | | | 31,798 | | | | | | 981 | | |
Over 180 days
|
| | | | 125,911 | | | | | | 65,105 | | |
| | | | | 532,989 | | | | | | 237,012 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Tax enacted by Law 25,413
|
| | | | 17,943 | | | | | | 14,028 | | |
Corporate income tax
|
| | | | 30 | | | | | | 11,699 | | |
Value Added Tax (VAT)
|
| | | | 11,009 | | | | | | 1,826 | | |
Other taxes recoverable
|
| | | | 4,543 | | | | | | 7,421 | | |
Total
|
| | |
|
33,525
|
| | | |
|
34,974
|
| |
Current assets
|
| | | | 15,582 | | | | | | 20,946 | | |
Non-current assets
|
| | | | 17,943 | | | | | | 14,028 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Reimbursement to shareholders(a)
|
| | | | 2,884 | | | | | | 2,462 | | |
Total liabilities
|
| | | | 2,884 | | | | | | 2,462 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Short-term benefits (salaries)
|
| | | | 135,226 | | | | | | 221,038 | | |
Share-based payments (Note 16.b)
|
| | | | 1,232,098 | | | | | | 492,839 | | |
Total | | | | | 1,367,324 | | | | | | 713,877 | | |
| | |
Average
annual rate % |
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net balance at
07/23/2020 |
| |
Net balance at
12/31/2019 |
| |||
IT equipment
|
| | |
|
20
|
| | |
69,125
|
| |
(38,837)
|
| |
30,289
|
| |
35,737
|
|
Furniture and fixtures
|
| | |
|
10
|
| | |
6,773
|
| |
(2,066)
|
| |
4,707
|
| |
5,089
|
|
Facilities
|
| | |
|
10
|
| | |
9,731
|
| |
(2,931)
|
| |
6,799
|
| |
7,112
|
|
Total
|
| | | | | | | |
85,629
|
| |
(43,834)
|
| |
41,795
|
| |
47,938
|
|
| | |
Average
annual rate % |
| |
12/31/19
|
| |
Additions
|
| |
Exchange rate
changes |
| |
Hyperinflation
|
| |
07/23/20
|
| ||||||||||||||||||
IT equipment
|
| | | | | | | | | | 69,813 | | | | | | 2,803 | | | | | | (5,490) | | | | | | 1,999 | | | | | | 69,125 | | |
Furniture and fixtures
|
| | | | | | | | | | 7,051 | | | | | | — | | | | | | (1,173) | | | | | | 895 | | | | | | 6,773 | | |
Facilities
|
| | | | | | | | | | 9,914 | | | | | | 184 | | | | | | (1,649) | | | | | | 1,282 | | | | | | 9,731 | | |
Cost | | | | | | | | | | | 86,778 | | | | | | 2,987 | | | | | | (8,312) | | | | | | 4,176 | | | | | | 85,629 | | |
IT equipment
|
| | | | 20 | | | | | | (34,076) | | | | | | (8,654) | | | | | | 5,288 | | | | | | (1,395) | | | | | | (38,837) | | |
Furniture and fixtures
|
| | | | 10 | | | | | | (1,962) | | | | | | (182) | | | | | | 327 | | | | | | (249) | | | | | | (2,066) | | |
Facilities
|
| | | | 10 | | | | | | (2,802) | | | | | | (238) | | | | | | 465 | | | | | | (356) | | | | | | (2,931) | | |
(-) Accumulated depreciation
|
| | | | | | | | | | (38,840) | | | | | | (9,074) | | | | | | 6,080 | | | | | | (2,000) | | | | | | (43,834) | | |
Total | | | | | | | | | | | 47,938 | | | | | | (6,087) | | | | | | (2,232) | | | | | | 2,176 | | | | | | 41,795 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
|
Domestic suppliers
|
| |
357,950
|
| |
218,048
|
|
Foreign suppliers
|
| |
36,254
|
| |
83,443
|
|
Total | | |
394,204
|
| |
301,491
|
|
| | |
Interests
p.a. |
| |
Consolidated
|
| |||
| | | | | |
07/23/20
|
| |
12/31/2019
|
|
Working capital(a)
|
| |
—
|
| |
1,220,233
|
| |
—
|
|
Government Loan – Covid 19(b)
|
| |
24% p.a.
|
| |
52,063
|
| |
—
|
|
| | | | | |
1,272,296
|
| |
—
|
|
| | |
12/31/19
|
| |
Proceeds
|
| |
Interests
|
| |
07/23/20
|
| ||||||||||||
Working capital
|
| | | | — | | | | | | 1,220,233 | | | | | | — | | | | | | 1,220,233 | | |
Government Loan
|
| | | | — | | | | | | 49,279 | | | | | | 2,784 | | | | | | 52,063 | | |
Total | | | | | — | | | | | | 1,269,512 | | | | | | 2,784 | | | | | | 1,272,296 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Value Added Tax (VAT)
|
| | | | 103,586 | | | | | | 46,334 | | |
Other taxes
|
| | | | 27,598 | | | | | | 18,051 | | |
Total | | | | | 131,184 | | | | | | 64,385 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Salaries payable
|
| | | | 70,783 | | | | | | 56,096 | | |
Management compensation
|
| | | | 26,925 | | | | | | 69,019 | | |
Labor provisions (13th salary and vacation pay)
|
| | | | 7,675 | | | | | | 7,087 | | |
Social security contribution
|
| | | | 37,686 | | | | | | 29,171 | | |
Social security contribution – Plan
|
| | | | 46,541 | | | | | | 13,946 | | |
Other obligations
|
| | | | 8,373 | | | | | | 6,670 | | |
Total | | | | | 197,983 | | | | | | 181,989 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Overpayments due to customers
|
| | | | 24,476 | | | | | | 19,802 | | |
Deferred revenue
|
| | | | 95,777 | | | | | | 12,830 | | |
Advances from customers
|
| | | | 23,382 | | | | | | 15,520 | | |
Others
|
| | | | 3,388 | | | | | | 59 | | |
Total | | | | | 147,023 | | | | | | 48,211 | | |
| | |
07/23/2020
|
| |||
Shareholders
|
| |
Number of shares
|
| |
Percentage
|
|
Investors
|
| |
22,550,792
|
| |
60.61%
|
|
Founders of the Company
|
| |
13,167,561
|
| |
35.39%
|
|
Current and former Company employees
|
| |
1,488,608
|
| |
4.00%
|
|
Total
|
| |
37,206,961
|
| |
100.00%
|
|
Grant date
|
| |
Commencement
of vesting |
| |
Vesting
period |
| |
Number of
shares |
| |
Expenses
recognized in 2020 |
|
6/28/2018 | | |
6/28/2018
|
| |
48 months
|
| |
6,503,686
|
| |
1,232,098
|
|
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Salaries and charges
|
| | | | (833,433) | | | | | | (1,440,007) | | |
Share-based paymens
|
| | | | (1,232,098) | | | | | | (492,839) | | |
Business Service Provider (BSP)
|
| | | | (389,121) | | | | | | (490,921) | | |
Other general expenses
|
| | | | (135,765) | | | | | | (305,528) | | |
Professional fees
|
| | | | (679,732) | | | | | | (386,197) | | |
IT expenses
|
| | | | (22,471) | | | | | | (15,023) | | |
Travel expenses
|
| | | | (22,495) | | | | | | (120,825) | | |
Reserch and development of new technologies
|
| | | | (21,520) | | | | | | (90,183) | | |
Rental
|
| | | | (19,845) | | | | | | (79,427) | | |
Marketing expenses
|
| | | | (33,523) | | | | | | (71,921) | | |
Commissions
|
| | | | (58,159) | | | | | | (20,944) | | |
Internet and phones
|
| | | | (19,831) | | | | | | (8,058) | | |
Impairment of trade receivables
|
| | | | (72,762) | | | | | | (76,124) | | |
Depreciation
|
| | | | (9,074) | | | | | | (15,509) | | |
Others
|
| | | | (135,700) | | | | | | (97,374) | | |
| | | | | (3,685,529) | | | | | | (3,710,880) | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Cost of services
|
| | | | (450,254) | | | | | | (601,188) | | |
General administrative expenses
|
| | | | (3,054,611) | | | | | | (2,725,475) | | |
Sales and marketing expenses
|
| | | | (113,568) | | | | | | (336,675) | | |
Impairment on trade receivables
|
| | | | (72,762) | | | | | | (76,124) | | |
Other income and expenses, net
|
| | | | 5,666 | | | | | | 28.582 | | |
| | | | | (3,685,529) | | | | | | (3,710,880) | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Finance costs | | | | | | | | | | | | | |
Inflation adjustment
|
| | | | (80,791) | | | | | | (399,512) | | |
Banking expenses
|
| | | | (26,750) | | | | | | (13,973) | | |
Exchange losses
|
| | | | (8,319) | | | | | | (1,952) | | |
Interest and fines
|
| | | | (11,524) | | | | | | (15,562) | | |
Others
|
| | | | (611) | | | | | | (1,627) | | |
| | | | | (127,995) | | | | | | (432,626) | | |
Financial income | | | | | | | | | | | | | |
Interest income
|
| | | | 20,550 | | | | | | 61,549 | | |
| | | |
|
20,550
|
| | | |
|
61,549
|
| |
| | | | | (107,445) | | | | | | (371,077) | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Loss before income tax
|
| | | | (2,100,265) | | | | | | (2,309,342) | | |
Parent Company rate
|
| | | | 21% | | | | | | 21% | | |
Income tax benefit
|
| | | | 441,056 | | | | | | 484,962 | | |
Differences of tax rate on subsidiaries
|
| | | | 23,110 | | | | | | 90,232 | | |
Non-deductible expenses
|
| | | | (307,232) | | | | | | (113,664) | | |
Others
|
| | | | (16,927) | | | | | | 10,404 | | |
Net Operating Loss Carryforward not recorded
|
| | | | (131,777) | | | | | | (471,932) | | |
Income taxes on statement of profit or loss
|
| | | | (8,230) | | | | | | — | | |
| | |
Fair value
through profit or loss |
| |
07/23/2020
Amortized Cost |
| |
Fair value
through profit or loss |
| |
12/31/2019
Amortized Cost |
|
Assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| |
—
|
| |
366,486
|
| |
—
|
| |
353,782
|
|
Financial investments
|
| |
1,861,285
|
| | | | |
1,047,835
|
| |
—
|
|
Trade account receivables
|
| |
—
|
| |
373,791
|
| |
—
|
| |
150,756
|
|
| | |
1,861,285
|
| |
740,277
|
| |
1,047,835
|
| |
504,538
|
|
Liabilities | | | | | | | | | | | | | |
Loans and financing
|
| |
52,063
|
| |
1,220,233
|
| |
—
|
| | | |
Trade payables
|
| |
—
|
| |
394,204
|
| |
—
|
| |
301,491
|
|
| | |
52,063
|
| |
1,614,437
|
| |
—
|
| |
301,491
|
|
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Cash and cash equivalents
|
| | | | 366,486 | | | | | | 353,782 | | |
Financial investments
|
| | | | 1,861,285 | | | | | | 1,047,835 | | |
Trade accounts receivable
|
| | | | 373,971 | | | | | | 150,756 | | |
| | | | | 2,601,742 | | | | | | 1,552,373 | | |
Variable rate assets
|
| |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Financial assets
|
| | | | 1,861,285 | | | | | | 1,047,835 | | |
Financial liabilities
|
| | | | (52,063) | | | | | | — | | |
Operation
|
| |
Balance at
07/23/2020 |
| |
Risk
|
| |
Scenario I
Current |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
Interest rate subject to variation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial investments
|
| | | | 1.861.285 | | | |
Index decrease
|
| | | | 1,41% | | | | | | 1,06% | | | | | | 0,71% | | |
Impact on profit and loss
|
| | | | | | | | | | | | | (26.244) | | | | | | (19.683) | | | | | | (13.122) | | |
Operation
|
| |
Balance at
07/23/2020 |
| |
Risk
|
| |
Scenario I
Current |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
Financial liabilities
|
| | | | (52,063) | | | |
Index increase
|
| | | | 24% | | | | | | 18,00% | | | | | | 12,00% | | |
Impact on profit and loss
|
| | | | | | | | | | | | | 12.495 | | | | | | 9.371 | | | | | | 6.248 | | |
Non-derivative
financial liabilities |
| |
Book value
|
| |
Contractual cash
flows up to 12 months |
|
Trade payables
|
| |
394,204
|
| |
394,204
|
|
Loan and financing
|
| |
1,272,296
|
| |
1,272,296
|
|
| | |
1,614,437
|
| |
1,614,437
|
|
| | | |
Tel.: +55 11 3848 5880
Fax: + 55 11 3045 7363 www.bdo.com.br |
| |
Rua Major Quedinho 90
Consolação — São Paulo,SP — Brasil 01050-030 |
|
| | |
Note #
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 4 | | | | | | 22,952 | | | | | | 3,886 | | | | | | 164 | | |
Accounts receivable
|
| | | | 5 | | | | | | 12,048 | | | | | | 2,401 | | | | | | 1,528 | | |
Recoverable taxes
|
| | | | | | | | | | 134 | | | | | | 299 | | | | | | 266 | | |
Advances
|
| | | | 6 | | | | | | 54 | | | | | | 187 | | | | | | 57 | | |
Prepaid expenses
|
| | | | 7 | | | | | | 235 | | | | | | 34 | | | | | | 5 | | |
Other receivables
|
| | | | | | | | | | 1 | | | | | | 1 | | | | | | 1 | | |
Total current assets
|
| | | | | | | | | | 35,424 | | | | | | 6,808 | | | | | | 2,021 | | |
Noncurrent assets
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Related-party transactions
|
| | | | 15 | | | | | | — | | | | | | 57 | | | | | | 501 | | |
Prepaid expenses
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2 | | |
Other receivables
|
| | | | | | | | | | 10 | | | | | | 9 | | | | | | 80 | | |
Deposits into court
|
| | | | | | | | | | — | | | | | | 13 | | | | | | — | | |
| | | | | | | | | | | 10 | | | | | | 79 | | | | | | 583 | | |
Property, plant and equipment
|
| | | | 8 | | | | | | 3,810 | | | | | | 627 | | | | | | 1,042 | | |
Goodwill
|
| | | | 9 | | | | | | 21,726 | | | | | | — | | | | | | — | | |
Intangible assets
|
| | | | 9 | | | | | | 37,238 | | | | | | 4,197 | | | | | | 1,219 | | |
Total noncurrent assets
|
| | | | | | | | | | 62,784 | | | | | | 4,903 | | | | | | 2,844 | | |
Total assets
|
| | | | | | | | | | 98,208 | | | | | | 11,711 | | | | | | 4,865 | | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade accounts payable
|
| | | | | | | | | | 3,311 | | | | | | 1,433 | | | | | | 462 | | |
Loans and financing
|
| | | | 10 | | | | | | 3,179 | | | | | | 962 | | | | | | 1,297 | | |
Lease liabilities
|
| | | | 11 | | | | | | 668 | | | | | | 130 | | | | | | 295 | | |
Employees’ pay and related charges
|
| | | | | | | | | | 1,932 | | | | | | 538 | | | | | | 465 | | |
Taxes payable
|
| | | | | | | | | | 2,281 | | | | | | 430 | | | | | | 260 | | |
Taxes to be paid in installments
|
| | | | | | | | | | 532 | | | | | | 508 | | | | | | 495 | | |
Interest on equity capital
|
| | | | | | | | | | 11 | | | | | | 183 | | | | | | 393 | | |
Other payables
|
| | | | | | | | | | 127 | | | | | | 540 | | | | | | 415 | | |
Consideration to be transferred to former shareholders
|
| | | | 14 | | | | | | 61,464 | | | | | | — | | | | | | — | | |
Payable to related party
|
| | | | 15 | | | | | | 2,442 | | | | | | — | | | | | | — | | |
Deferred revenue
|
| | | | 12 | | | | | | 1,435 | | | | | | 53 | | | | | | — | | |
Total current liabilities
|
| | | | | | | | | | 77,382 | | | | | | 4,777 | | | | | | 4,083 | | |
Noncurrent liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and financing
|
| | | | 10 | | | | | | 8,291 | | | | | | — | | | | | | 118 | | |
Lease liabilities
|
| | | | 11 | | | | | | 2,496 | | | | | | — | | | | | | 130 | | |
Provision for contingencies
|
| | |
|
13
|
| | | | | 507 | | | | | | 587 | | | | | | 587 | | |
Other payables
|
| | | | | | | | | | — | | | | | | 119 | | | | | | — | | |
Payable to related party
|
| | | | 15 | | | | | | 7,386 | | | | | | — | | | | | | — | | |
Taxes to be paid in installments
|
| | | | | | | | | | 1,193 | | | | | | 1,670 | | | | | | 1,417 | | |
Total noncurrent liabilities
|
| | | | | | | | | | 19,873 | | | | | | 2,376 | | | | | | 2,252 | | |
Equity | | | | | 16 | | | | | | | | | | | | | | | | | | | | |
Capital
|
| | | | | | | | | | 24,489 | | | | | | 16,634 | | | | | | 6,284 | | |
Capital reserves and treasury shares
|
| | | | | | | | | | (1,575) | | | | | | (1,575) | | | | | | (633) | | |
Accumulated losses
|
| | | | | | | | | | (21,961) | | | | | | (10,501) | | | | | | (7,118) | | |
Equity attributed to the controlling shareholders
|
| | | | | | | | | | 953 | | | | | | 4,558 | | | | | | (1,467) | | |
Minority interest
|
| | | | | | | | | | — | | | | | | — | | | | | | (3) | | |
Total equity
|
| | | | | | | | | | 953 | | | | | | 4,558 | | | | | | (1,470) | | |
Total liabilities and equity
|
| | | | | | | | | | 98,208 | | | | | | 11,711 | | | | | | 4,865 | | |
| | |
Note #
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| |||||||||
Net operating revenue
|
| | | | 17 | | | | | | 26,521 | | | | | | 13,556 | | |
Cost of services provided
|
| | | | 18 | | | | | | (13,603) | | | | | | (7,804) | | |
Gross income
|
| | | | | | | | | | 12,918 | | | | | | 5,752 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | |
Sales and marketing expenses
|
| | |
|
18
|
| | | | | (6,355) | | | | | | (3,224) | | |
General and administrative expenses
|
| | |
|
18
|
| | | | | (16,054) | | | | | | (4,649) | | |
Operating revenue and expenses
|
| | | | | | | | | | (489) | | | | | | (564) | | |
| | | | | | | | | | | (22,898) | | | | | | (8,437) | | |
Income before financial income (expenses)
|
| | | | | | | | | | (9,980) | | | | | | (2,685) | | |
Financial revenue
|
| | |
|
19
|
| | | | | 239 | | | | |
|
198
|
| |
Financial expenses
|
| | |
|
19
|
| | | | | (1,418) | | | | |
|
(896)
|
| |
Loss before income and social contribution taxes
|
| | | | | | | | | | (11,159) | | | | | | (3,383) | | |
Current income and social contribution taxes
|
| | | | | | | | | | (301) | | | | | | — | | |
Loss for the year
|
| | | | | | | | | | (11,460) | | | | | | (3,383) | | |
Income attributable to: | | | | | | | | | | | | | | | | | | | |
Controlling shareholders
|
| | | | | | | | | | (11,460) | | | | | | (3,383) | | |
Loss for the year
|
| | | | | | | | | | (11,460) | | | | | | (3,383) | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Comprehensive loss | | | | | | | | | | | | | |
Loss for the year
|
| | | | (11,460) | | | | | | (3,383) | | |
Total comprehensive loss
|
| | | | (11,460) | | | | | | (3,383) | | |
Total comprehensive loss attributed to: | | | | | | | | | | | | | |
Controlling shareholders
|
| | |
|
(11,460)
|
| | | |
|
(3,383)
|
| |
| | | | | (11,460) | | | | | | (3,383) | | |
| | |
Capital
|
| |
Treasury
shares |
| |
Accumulated
losses |
| |
Total
|
| |
Minority
interest |
| |
Consolidated
equity |
| ||||||||||||||||||
Balances as at January 1, 2019
|
| | | | 6,284 | | | | | | (633) | | | | | | (7,118) | | | | | | (1,467) | | | | | | (3) | | | | | | (1,470) | | |
Increase in capital
|
| | | | 10,350 | | | | | | | | | | | | | | | | | | 10,350 | | | | | | | | | | | | 10,350 | | |
Loss for the year
|
| | | | | | | | | | | | | | | | (3,383) | | | | | | (3,383) | | | | | | | | | | | | (3,383) | | |
Merger of a controlled company
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 3 | | | | | | 3 | | |
Treasury shares acquired
|
| | | | | | | | | | (942) | | | | | | | | | | | | (942) | | | | | | | | | | | | (942) | | |
Balances as at December 31, 2019
|
| | | | 16,634 | | | | | | (1,575) | | | | | | (10,501) | | | | | | 4,558 | | | | | | — | | | | | | 4,558 | | |
Increase in capital
|
| | | | 7,855 | | | | | | | | | | | | | | | | | | 7,855 | | | | | | | | | | | | 7,855 | | |
Loss for the year
|
| | | | | | | | | | | | | | | | (11,460) | | | | | | (11,460) | | | | | | | | | | | | (11,460) | | |
Balances as at December 31, 2020
|
| | | | 24,489 | | | | |
|
(1,575)
|
| | | |
|
(21,961)
|
| | | |
|
953
|
| | | | | — | | | | |
|
953
|
| |
| | |
Note #
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| |||||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | |
Loss for the year
|
| | | | | | | | | | (11,460) | | | | | | (3,383) | | |
Adjustment to reconcile income (loss) before income and social contribution taxes to net cash
provided by (used in) operating activities: |
| | | | | | | | | | | | | | | | | | |
Income taxes accrued
|
| | | | | | | | | | 301 | | | | | | — | | |
Depreciation and amortization
|
| | | | 8 | | | | | | 2,568 | | | | | | 1,116 | | |
Provision for labor contingencies
|
| | | | 13 | | | | | | (80) | | | | | | — | | |
Recognition of interest on lease liabilities
|
| | | | 11 | | | | | | (256) | | | | | | 31 | | |
Recognition of interest on loans with related parties
|
| | | | 15 | | | | | | 328 | | | | | | — | | |
Recognition of interest on other loans
|
| | | | 10 | | | | | | 414 | | | | | | 318 | | |
Donation of assets
|
| | | | | | | | | | 10 | | | | | | — | | |
Losses incurred with assets
|
| | | | | | | | | | — | | | | | | 87 | | |
Estimated credit losses
|
| | | | 5 | | | | | | 257 | | | | | | — | | |
| | | | | | | | | | | (7,918) | | | | | | (1,831) | | |
Decrease (increase) in assets | | | | | | | | | | | | | | | | | | | |
Trade accounts receivable
|
| | | | 5 | | | | | | 88 | | | | | | (874) | | |
Recoverable taxes
|
| | | | | | | | | | 165 | | | | | | (32) | | |
Advances
|
| | | | 6 | | | | | | 267 | | | | | | (130) | | |
Prepaid expenses
|
| | | | 7 | | | | | | (175) | | | | | | (27) | | |
Other receivables
|
| | | | | | | | | | (1) | | | | | | 70 | | |
Deposits into court
|
| | | | | | | | | | 13 | | | | | | (14) | | |
Increase (decrease) in liabilities | | | | | | | | | | | | | | | | | | | |
Trade accounts payable
|
| | | | | | | | | | 970 | | | | | | 970 | | |
Employees’ pay and related charges
|
| | | | | | | | | | 491 | | | | | | 74 | | |
Taxes payable
|
| | | | | | | | | | 147 | | | | | | 170 | | |
Taxes to be paid in installments
|
| | | | | | | | | | (453) | | | | | | 266 | | |
Other payables
|
| | | | | | | | | | (3,839) | | | | | | 243 | | |
Deferred revenue
|
| | | | 12 | | | | | | 1,297 | | | | | | 53 | | |
Payment of interest
|
| | | | | | | | | | (429) | | | | | | (349) | | |
Net cash provided by (used) in operating activities
|
| | | | | | | | | | (9,377) | | | | | | (1,411) | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Purchase of property, plant and equipment
|
| | | | 8 | | | | | | (3,430) | | | | | | (225) | | |
Increase in intangible assets
|
| | | | 9 | | | | | | — | | | | | | (3,541) | | |
Net cash effect of the acquired company
|
| | | | | | | | | | 1,091 | | | | | | — | | |
Net funds used in investing activities
|
| | | | | | | | | | (2,339) | | | | | | (3,766) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
From financing activities with third parties | | | | | | | | | | | | | | | | | | | |
Contracting of new loans
|
| | | | 10 | | | | | | 11,420 | | | | | | 7,689 | | |
Contracting of new lease liabilities
|
| | | | 11 | | | | | | 3,257 | | | | | | — | | |
Repayment of loans
|
| | | | 10 | | | | | | (916) | | | | | | (8,141) | | |
Payment of lease liabilities
|
| | | | 11 | | | | | | (219) | | | | | | (295) | | |
Interest on equity capital
|
| | | | | | | | | | (172) | | | | | | (210) | | |
Treasury shares
|
| | | | | | | | | | — | | | | | | (942) | | |
Cash provided by (used) in financing activities with third parties
|
| | | | | | | | | | 13,370 | | | | | | (1,899) | | |
From financing activities with shareholders and related parties | | | | | | | | | | | | | | | | | | | |
Increase in capital
|
| | | | 16 | | | | | | 7,855 | | | | | | 10,350 | | |
Related party transactions
|
| | | | 15 | | | | | | 9,557 | | | | | | 448 | | |
Cash provided by financing activities with shareholders
|
| | | | | | | | | | 17,412 | | | | | | 10,798 | | |
Cash provided by (used) in financing activities
|
| | | | | | | | | | 30,782 | | | | | | 8,899 | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | | | | | | | 19,066 | | | | | | 3,722 | | |
Cash and cash equivalents
|
| | | | | | | | | | | | | | | | | | |
Cash at beginning of year
|
| | | | | | | | | | 3,886 | | | | | | 164 | | |
Cash at end of year
|
| | | | | | | | | | 22,952 | | | | | | 3,886 | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | | | | | | | 19,066 | | | | | | 3,722 | | |
Supplemental cash flow disclosure: | | | | | | | | | | | | | | | | | | | |
Consideration to be transferred to former shareholders
|
| | | | | | | | | | 61,464 | | | | | | — | | |
Assets
|
| | | | | | | |
Liabilities
|
| | | | | | |
Current assets
|
| | | | 12,110 | | | |
Current liabilities
|
| | | | 6,714 | | |
Cash and cash equivalents
|
| | | | 1,958 | | | |
Trade accounts payable
|
| | | | 908 | | |
Accounts receivable
|
| | | | 9,992 | | | |
Employment related charges
|
| | | | 903 | | |
Advances
|
| | | | 134 | | | |
Taxes payable
|
| | | | 1,403 | | |
Prepaid expenses
|
| | | | 26 | | | |
Other payables
|
| | | | 3,500 | | |
Noncurrent assets
|
| | | | 626 | | | |
Noncurrent liabilities
|
| | | | 163 | | |
Property, plant and equipment
|
| | | | 625 | | | |
Long-term lease liabilities
|
| | | | 163 | | |
Intangible assets
|
| | | | 1 | | | | | | | | | | | |
| | | | | | | | | Equity | | | | | 5,859 | | |
| | | | | | | | |
Capital
|
| | | | 267 | | |
| | | | | | | | |
Income Reserve
|
| | | | 5,592 | | |
Total assets
|
| | | | 12,736 | | | |
Total liabilities
|
| | | | 12,736 | | |
| | |
Value (R$’000)
|
| |||
Consideration to be transferred
|
| | | | 62,331 | | |
Fair value of assets acquired or to be acquired and liabilities assumed or to be assumed
|
| | | | 5,859 | | |
Fair value of intangible assets
|
| | | | | | |
Software(a) | | | | | 25,926 | | |
Customer portfolio(b)
|
| | | | 5,586 | | |
Non-compete(c) | | | | | 3,234 | | |
Goodwill | | | | | 21,726 | | |
Assets acquired
|
| |
Valuation technique
|
|
Intangible assets —
Recognition of the platform |
| | The MPEEM methodology (Multi Period Excess Earnings Method) is mostly used to measure the value of primary assets or most important assets of a company. According to that method, in determining fair values, the cash flows attributable to all other assets are subtracted through a contributory asset charge (CAC). The MPEEM method assumes that the fair value of an intangible asset is the same as the present value of the cash flows attributable to that asset, less the contribution of other assets, both tangible and intangible ones. | |
Intangible assets — Recognition of the portfolio of customers and of the non-competition clause | | | The With or without methodology consists in comparing the actual scenario with a hypothetical one, the first where the non-competition is valid and a hypothetical situation where such agreement did not exist and, as a consequence, competition would be in place to reduce part of the expected economic benefits of the Company. | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||||||||
| | |
Direct
|
| |
Indirect
|
| |
Direct
|
| |
Indirect
|
| ||||||||||||
Subsidiaries | | | | | | | | | | | | | | | | | | | | | | | | | |
Printers United Comunicação Integrada Ltda (fully incorporated into the
Company’s statement of financial position in 2019) |
| | | | — | | | | | | — | | | | | | 100% | | | | | | — | | |
Smarkio Tecnologia S.A
|
| | | | 100% | | | | | | — | | | | | | — | | | | | | — | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Net revenues | | | | | | | | | | | | | |
Software use licensing
|
| | | | 22,752 | | | | | | 12,411 | | |
Professional services
|
| | | | 3,769 | | | | | | 1,145 | | |
| | | | | 26,521 | | | | | | 13,556 | | |
Type of Service
|
| |
Moment of the fulfillment of performance obligations, including significant payment terms
|
| |
Revenue recognition policy
|
|
Software use licensing
|
| | Such revenue is based mainly on a fixed amount charged for the use of the platform (subscription) according to the sales agreements executed with customers. It is monthly recognized starting the moment the access to the platform is made available until cancellation. There are also additional services, such as generation of documents, organization of multi-channel communications and triggered messages. The use of those services is measured according to the individual volume consumed. Revenue is based on those volumes and on the unit values established in the sales agreement, monthly recognized according to the use. The issuance of invoices is made at the beginning of the month following the use. There are some cases where customers validate the amounts before the issuance of invoices. Receivables are collected from 15 to 60 days after billing. | | | Revenue is recognized when the control over the services is transferred to the customer at an amount that reflects the consideration expected to be received in exchange for those products or services. Revenue is recognized at gross value, considering the taxation to be paid to governmental authorities. The amounts billed are recorded in accounts receivable or advances from customers depending on certain recognition criteria. The agreements of the Company with customers do not establish the right of items being returned nor grant them ownership rights to the licensed software. | |
Type of Service
|
| |
Moment of the fulfillment of performance obligations,
including significant payment terms |
| |
Revenue recognition policy
|
|
Professional services
|
| | Revenue from professional services is based on the provision of information technology related services, focused on the integration and maintenance of the platform (software). The amounts collected are usually based on the hour/labor price established in the sales agreement, multiplied by the number of hours worked. Revenue recognition takes place according to the delivery of the services or adjusted by the percentage of completion. However, the issuance of invoices is previously made at the moment of execution of the sales agreement or proposal. Receivables are collected from 15 to 60 days after billing. | | | Revenue is recognized when the control over the services is transferred to customers at an amount that reflects the consideration expected to be received in exchange for those services. Revenue is recognized at gross value, considering the taxation to be paid later to governmental authorities. The amounts billed are recorded in accounts receivable or advances from customers, depending on certain recognition criteria. | |
|
Financial assets measured at FVTPL
|
| | After initial measurement, they are carried at fair value. Net revenue, including interest or dividends, is recognized in the statement of income. | |
|
Financial assets recognized at amortized cost
|
| | After initial measurement, they are measured at amortized cost according to the effective interest rate method and impairment is deducted from amortized cost. Revenue from interest received, foreign exchange gains and impairment losses is recognized in the statement of income. Any earnings or losses determined in reversals are also carried in the statement of income. | |
| | |
Annual depreciation rate
|
| |
Useful lives of assets
|
| |||
Furniture and fixtures
|
| | | | 10.00% | | | |
10 years
|
|
Machinery, devices and equipment
|
| | | | 10.00% | | | |
10 years
|
|
Vehicles
|
| | | | 10.00% | | | |
10 years
|
|
IT equipment
|
| | | | 20.00% | | | |
5 years
|
|
Communications devices
|
| | | | 10.00% | | | |
10 years
|
|
Facilities
|
| | | | 10.00% | | | |
10 years
|
|
Leasehold improvements
|
| | | | 38.71% | | | |
2.6 years
|
|
Hardware
|
| | | | 20.00% | | | |
5 years
|
|
| | |
Opening Balance
|
| |
IFRS16
Remeasurements |
| |
IFRS
|
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | | 2,021 | | | | | | — | | | | | | 2,021 | | |
Property, plant and equipment(i)
|
| | | | 617 | | | | | | 425 | | | | | | 1,042 | | |
Other Non-current assets
|
| | | | 1,802 | | | | | | | | | | | | 1,802 | | |
Total non-current assets
|
| | | | 2,418 | | | | | | 425 | | | | | | 2,844 | | |
Total assets
|
| | | | 4,440 | | | | | | 425 | | | | | | 4,865 | | |
| | |
Opening Balance
|
| |
IFRS16
Remeasurements |
| |
IFRS
|
| |||||||||
Current liabilities | | | | | | | | | | | | | | | | | | | |
Lease liabilities – IFRS 16(ii)
|
| | | | — | | | | | | 295 | | | | | | 295 | | |
Other current liabilities
|
| | | | 3,788 | | | | | | | | | | | | 3,788 | | |
Total current liabilities
|
| | | | 3,788 | | | | | | 295 | | | | | | 4,083 | | |
Noncurrent liabilities | | | | | | | | | | | | | | | | | | | |
Other noncurrent liabilities
|
| | | | 2,122 | | | | | | | | | | | | 2,122 | | |
Lease liabilities – IFRS 16(ii)
|
| | | | — | | | | | | 130 | | | | | | 130 | | |
Total noncurrent liabilities
|
| | | | 2,122 | | | | | | 130 | | | | | | 2,252 | | |
Shareholder’s equity
|
| | | | (1,470) | | | | | | - | | | | | | (1,470) | | |
Total shareholder’s equity and liabilities
|
| | | | 4,440 | | | | | | 425 | | | | | | 4,865 | | |
| | |
Opening balance
|
| |
IFRS16
Remeasurements |
| |
Full IFRS
|
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | | 6,808 | | | | | | — | | | | | | 6,808 | | |
Property, plant and equipment(i)
|
| | | | 502 | | | | | | 125 | | | | | | 627 | | |
Other Non-current assets
|
| | | | 4,276 | | | | | | | | | | | | 4,276 | | |
Total non-current assets
|
| | |
|
4,778
|
| | | | | 125 | | | | |
|
4,903
|
| |
Total assets
|
| | | | 11,586 | | | | |
|
125
|
| | | | | 11,711 | | |
| | |
Opening balance
|
| |
IFRS16
Remeasurements |
| |
Full IFRS
|
| |||||||||
Current liabilities | | | | | | | | | | | | | | | | | | | |
Other current liabilities
|
| | | | 4,647 | | | | | | | | | | | | 4,647 | | |
Lease liabilities – IFRS 16(ii)
|
| | | | — | | | | | | 130 | | | | | | 130 | | |
Total current liabilities
|
| | |
|
4,647
|
| | | | | 130 | | | | |
|
4,777
|
| |
Total non-current liabilities
|
| | | | 2,376 | | | | | | — | | | | | | 2,376 | | |
Shareholder’s equity
|
| | | | 4,563 | | | | | | (5) | | | | | | 4,558 | | |
Total equity and liabilities
|
| | | | 11,586 | | | | | | 125 | | | | | | 11,711 | | |
| | |
Opening Balance
|
| |
IFRS 16
Remeasurements |
| |
Full IFRS
|
| |||||||||
Net operating revenue
|
| | | | 13,556 | | | | | | | | | | | | 13,556 | | |
Cost of services provided
|
| | | | (7,804) | | | | | | — | | | | | | (7,804) | | |
Gross income
|
| | | | 5,752 | | | | | | — | | | | | | 5,752 | | |
General and administrative expenses(i)
|
| | | | (4,688) | | | | | | 39 | | | | | | (4,649) | | |
Other operating expenses
|
| | | | (3,788) | | | | | | | | | | | | (3,788) | | |
| | | | | (8,476) | | | | | | 39 | | | | | | (8,437) | | |
Net financial result(ii)
|
| | | | (654) | | | | | | (44) | | | | | | (698) | | |
Loss of the year
|
| | | | (3,378) | | | | | | (5) | | | | | | (3,383) | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Cash
|
| | | | 2 | | | | | | 2 | | | | | | 2 | | |
Cash at banks
|
| | | | 856 | | | | | | 106 | | | | | | 6 | | |
Short-term financial investment(i)
|
| | | | 22,094 | | | | | | 3,778 | | | | | | 156 | | |
| | | | | 22,952 | | | | | | 3,886 | | | | | | 164 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Trade accounts receivable
|
| | | | 12,476 | | | | | | 2,401 | | | | | | 1,528 | | |
(-) Estimated credit losses
|
| | | | (426) | | | | | | — | | | | | | — | | |
| | | | | 12,048 | | | | | | 2,401 | | | | | | 1,528 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Employees
|
| | | | 45 | | | | | | 45 | | | | | | 30 | | |
Suppliers
|
| | | | 9 | | | | | | 142 | | | | | | 27 | | |
| | | | | 54 | | | | | | 187 | | | | | | 57 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Expenses to recognize (i)
|
| | | | 129 | | | | | | — | | | | | | — | | |
Use licenses
|
| | | | 19 | | | | | | 14 | | | | | | — | | |
Insurance
|
| | | | 61 | | | | | | 20 | | | | | | 5 | | |
Guarantees
|
| | | | 26 | | | | | | — | | | | | | — | | |
| | | | | 235 | | | | | | 34 | | | | | | 5 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Property, plant and equipment (a)
|
| | | | 1,380 | | | | | | 502 | | | | | | 617 | | |
Right-of-use IFRS 16(b)
|
| | | | 2,430 | | | | | | 125 | | | | | | 425 | | |
| | | | | 3,810 | | | | | | 627 | | | | | | 1,042 | | |
Description
|
| |
Annual
depreciation rate |
| |
Cost
|
| |
Accumulated
depreciation |
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| ||||||||||||||||||
Furniture and fixtures
|
| | | | 10.00% | | | | | | 325 | | | | | | (158) | | | | | | 167 | | | | | | 144 | | | | | | 137 | | |
Machinery, devices and equipment
|
| | | | 10.00% | | | | | | 3 | | | | | | (1) | | | | | | 2 | | | | | | — | | | | | | 87 | | |
Vehicles
|
| | | | 10.00% | | | | | | 39 | | | | | | (39) | | | | | | — | | | | | | — | | | | | | — | | |
IT equipment
|
| | | | 20.00% | | | | | | 1,015 | | | | | | (343) | | | | | | 672 | | | | | | 241 | | | | | | 83 | | |
Communications devices
|
| | | | 10.00% | | | | | | 7 | | | | | | (3) | | | | | | 4 | | | | | | 4 | | | | | | 5 | | |
Facilities
|
| | | | 10.00% | | | | | | 76 | | | | | | (44) | | | | | | 32 | | | | | | 39 | | | | | | 47 | | |
Leasehold improvements
|
| | | | 38.71% | | | | | | 130 | | | | | | (42) | | | | | | 88 | | | | | | — | | | | | | — | | |
Hardware
|
| | | | 20.00% | | | | | | 920 | | | | | | (920) | | | | | | — | | | | | | 74 | | | | | | 258 | | |
Improvements to third party properties in progress
|
| | | | — | | | | | | 416 | | | | | | — | | | | | | 416 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | 2,931 | | | | | | (1,551) | | | | | | 1,380 | | | | | | 502 | | | | | | 617 | | |
| | |
Annual
depreciation rate |
| |
December 31, 2019
|
| |
Additions
|
| |
Transfers
|
| |
Write-offs
|
| |
December 31, 2020
|
| ||||||||||||||||||
Furniture and fixtures
|
| | | | | | | | | | 266 | | | | | | 12 | | | | | | 47 | | | | | | — | | | | | | 325 | | |
Machinery, devices and equipment
|
| | | | | | | | | | 1 | | | | | | 2 | | | | | | | | | | | | — | | | | | | 3 | | |
Vehicles
|
| | | | | | | | | | 39 | | | | | | | | | | | | | | | | | | — | | | | | | 39 | | |
IT equipment
|
| | | | | | | | | | 443 | | | | | | 257 | | | | | | 326 | | | | | | (12) | | | | | | 1,014 | | |
Communications devices
|
| | | | | | | | | | 7 | | | | | | | | | | | | | | | | | | — | | | | | | 7 | | |
Facilities
|
| | | | | | | | | | 76 | | | | | | | | | | | | | | | | | | — | | | | | | 76 | | |
Leasehold improvements
|
| | | | | | | | | | 35 | | | | | | — | | | | | | 95 | | | | | | — | | | | | | 130 | | |
Hardware
|
| | | | | | | | | | 921 | | | | | | | | | | | | | | | | | | — | | | | | | 921 | | |
Improvements to third party properties in progress
|
| | | | | | | | | | — | | | | | | 416 | | | | | | | | | | | | — | | | | | | 416 | | |
Cost
|
| | | | | | | | | | 1,788 | | | | | | 687 | | | | | | 468 | | | | | | (12) | | | | | | 2,931 | | |
Furniture and fixtures
|
| | | | 10.00% | | | | | | (122) | | | | | | (28) | | | | | | (7) | | | | | | — | | | | | | (157) | | |
Machinery, devices and equipment
|
| | | | 10.00% | | | | | | (1) | | | | | | (0) | | | | | | — | | | | | | — | | | | | | (1) | | |
Vehicles
|
| | | | 10.00% | | | | | | (39) | | | | | | — | | | | | | — | | | | | | — | | | | | | (39) | | |
IT equipment
|
| | | | 20.00% | | | | | | (202) | | | | | | (84) | | | | | | (60) | | | | | | 2 | | | | | | (344) | | |
Communications devices
|
| | | | 10.00% | | | | | | (3) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | (4) | | |
Facilities
|
| | | | 10.00% | | | | | | (37) | | | | | | (8) | | | | | | — | | | | | | — | | | | | | (45) | | |
Leasehold improvements
|
| | | | 38.71% | | | | | | (35) | | | | | | (0) | | | | | | (7) | | | | | | — | | | | | | (42) | | |
Hardware
|
| | | | 20.00% | | | | | | (847) | | | | | | (72) | | | | | | — | | | | | | — | | | | | | (919) | | |
(-) Accumulated depreciation
|
| | | | | | | | | | (1,286) | | | | | | (193) | | | | | | (74) | | | | | | 2 | | | | | | (1,551) | | |
Total
|
| | | | | | | | | | 502 | | | | | | 494 | | | | | | 394 | | | | | | (10) | | | | | | 1,380 | | |
| | |
Annual
depreciation rate |
| |
January 1, 2019
|
| |
Additions
|
| |
Transfers
|
| |
Write-offs
|
| |
December 31, 2019
|
| ||||||||||||||||||
Furniture and fixtures
|
| | | | | | | | | | 236 | | | | | | 30 | | | | | | — | | | | | | — | | | | | | 266 | | |
Machinery, devices and equipment
|
| | | | | | | | | | 133 | | | | | | — | | | | | | — | | | | | | (132) | | | | | | 1 | | |
Vehicles
|
| | | | | | | | | | 39 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39 | | |
IT equipment
|
| | | | | | | | | | 247 | | | | | | 196 | | | | | | — | | | | | | — | | | | | | 443 | | |
Communications devices
|
| | | | | | | | | | 7 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7 | | |
Facilities
|
| | | | | | | | | | 76 | | | | | | — | | | | | | — | | | | | | — | | | | | | 76 | | |
Leasehold improvements
|
| | | | | | | | | | 35 | | | | | | — | | | | | | — | | | | | | — | | | | | | 35 | | |
Hardware
|
| | | | | | | | | | 921 | | | | | | — | | | | | | — | | | | | | — | | | | | | 921 | | |
Cost
|
| | | | | | | | | | 1,694 | | | | | | 226 | | | | | | — | | | | | | (132) | | | | | | 1,788 | | |
Furniture and fixtures
|
| | | | 10.00% | | | | | | (99) | | | | | | (23) | | | | | | — | | | | | | — | | | | | | (122) | | |
Machinery, devices and equipment
|
| | | | 10.00% | | | | | | (46) | | | | | | (0) | | | | | | — | | | | | | 45 | | | | | | (1) | | |
Vehicles
|
| | | | 10.00% | | | | | | (39) | | | | | | — | | | | | | — | | | | | | — | | | | | | (39) | | |
IT equipment
|
| | | | 20.00% | | | | | | (165) | | | | | | (37) | | | | | | — | | | | | | — | | | | | | (202) | | |
Communications devices
|
| | | | 10.00% | | | | | | (2) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | (3) | | |
Facilities
|
| | | | 10.00% | | | | | | (29) | | | | | | (8) | | | | | | — | | | | | | — | | | | | | (37) | | |
Leasehold improvements
|
| | | | 38.71% | | | | | | (35) | | | | | | — | | | | | | — | | | | | | — | | | | | | (35) | | |
Hardware
|
| | | | 20.00% | | | | | | (662) | | | | | | (185) | | | | | | — | | | | | | — | | | | | | (847) | | |
(-) Accumulated
depreciation |
| | | | | | | | | | (1,077) | | | | | | (254) | | | | | | — | | | | | | 45 | | | | | | (1,286) | | |
Total
|
| | | | | | | | | | 617 | | | | | | (28) | | | | | | — | | | | | | (87) | | | | | | 502 | | |
| | |
Annual
amortization rate |
| |
December 31,
2019 |
| |
Additions
|
| |
Transfers
|
| |
Write-offs
|
| |
December 31,
2020 |
| ||||||||||||||||||
Right-of-use assets (IFRS 16)
|
| | | | | | | | | | 425 | | | | | | 2,743 | | | | | | 406 | | | | | | (425) | | | | | | 3,149 | | |
Cost | | | | | | | | | | | 425 | | | | | | 2,743 | | | | | | 406 | | | | | | (425) | | | | | | 3,149 | | |
Right-of-use assets (IFRS 16)
|
| | | | (i) | | | | | | (300) | | | | | | (669) | | | | | | (175) | | | | | | 425 | | | | | | (719) | | |
(-) Accumulated amortization
|
| | | | | | | | | | (300) | | | | | | (669) | | | | | | (175) | | | | | | 425 | | | | | | (719) | | |
Total
|
| | | | | | | | | | 125 | | | | | | 2,074 | | | | | | 231 | | | | | | — | | | | | | 2,430 | | |
| | |
Annual
amortization rate |
| |
January 1,
2019 |
| |
Additions
|
| |
Transfers
|
| |
Write-offs
|
| |
December 31,
2019 |
| |||||||||||||||
Right-of-use assets (IFRS 16)
|
| | | | | | | 425 | | | | | | | | | | | | | | | | | | | | | | | | 425 | | |
Cost | | | | | | | | 425 | | | | | | — | | | | | | — | | | | | | — | | | | | | 425 | | |
Right-of-use assets (IFRS 16)
|
| | | | | | | — | | | | | | (300) | | | | | | — | | | | | | | | | | | | (300) | | |
(-) Accumulated amortization
|
| | | | | | | — | | | | | | (300) | | | | | | — | | | | | | — | | | | | | (300) | | |
Total
|
| | | | | | | 425 | | | | | | (300) | | | | | | — | | | | | | — | | | | | | 125 | | |
| | | | | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Internally developed software
|
| |
Definite useful life
|
| | | | 3,223 | | | | | | 4,197 | | | | | | 1,219 | | |
Software – Smarkio
|
| |
Definite useful life
|
| | | | 25,494 | | | | | | — | | | | | | — | | |
Customer portfolio – Smarkio
|
| |
Definite useful life
|
| | | | 5,353 | | | | | | | | | | | | | | |
Non-compete – Smarkio
|
| |
Definite useful life
|
| | | | 3,168 | | | | | | — | | | | | | — | | |
| | | | | | | | 37,238 | | | | | | 4,197 | | | | | | 1,219 | | |
Internally developed software
|
| |
Cost
|
| |
Annual
rate |
| |
Accumulated
amortization |
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| ||||||||||||||||||
Software 2018
|
| | | | 1,327 | | | | | | 20% | | | | | | (639) | | | | | | 688 | | | | | | 954 | | | | | | 1,219 | | |
Software 2019
|
| | | | 3,541 | | | | | | 20% | | | | | | (1,006) | | | | | | 2,535 | | | | | | 3,243 | | | | | | — | | |
| | | | | 4,868 | | | | | | | | | | | | (1,645) | | | | | | 3,223 | | | | | | 4,197 | | | | | | 1,219 | | |
| | |
Annual
depreciation rate |
| |
December 31,
2019 |
| |
Additions
|
| |
Write-offs
|
| |
December 31,
2020 |
| |||||||||||||||
Internally developed software
|
| | | | | | | | | | 4,868 | | | | | | — | | | | | | — | | | | | | 4,868 | | |
software – Smarkio
|
| | | | | | | | | | — | | | | | | 25,926 | | | | | | — | | | | | | 25,926 | | |
Customer portfolio – Smarkio
|
| | | | | | | | | | — | | | | | | 5,586 | | | | | | — | | | | | | 5,586 | | |
Non-competition – Smarkio
|
| | | | | | | | | | — | | | | | | 3,234 | | | | | | — | | | | | | 3,234 | | |
Cost
|
| | | | | | | | | | 4,868 | | | | | | 34,746 | | | | | | — | | | | | | 39,614 | | |
Internally developed software
|
| | | | 20.00% | | | | | | (671) | | | | | | (974) | | | | | | | | | | | | (1,645) | | |
Software – Smarkio
|
| | | | 20.00% | | | | | | — | | | | | | (432) | | | | | | | | | | | | (432) | | |
Customer portfolio – Smarkio
|
| | | | 50.00% | | | | | | — | | | | | | (233) | | | | | | | | | | | | (233) | | |
Non-compete – Smarkio
|
| | | | 25.00% | | | | | | — | | | | | | (67) | | | | | | | | | | | | (67) | | |
(-) Accumulated amortization
|
| | | | | | | | | | (671) | | | | | | (1,706) | | | | | | — | | | | | | (2,376) | | |
Total
|
| | | | | | | | | | 4,197 | | | | | | 37,238 | | | | | | — | | | | | | 37,238 | | |
| | |
Annual
depreciation rate |
| |
January 1,
2019 |
| |
Additions
|
| |
Write-offs
|
| |
December 31,
2019 |
| |||||||||||||||
Internally developed software
|
| | | | | | | | | | 1,327 | | | | | | 3,541 | | | | | | — | | | | | | 4,868 | | |
Cost
|
| | | | | | | | | | 1,327 | | | | | | 3,541 | | | | | | — | | | | | | 4,868 | | |
Internally developed software
|
| | | | 20.00% | | | | | | (108) | | | | | | (563) | | | | | | | | | | | | (671) | | |
(-) Accumulated amortization
|
| | | | | | | | | | (108) | | | | | | (563) | | | | | | — | | | | | | (671) | | |
Total
|
| | | | | | | | | | 1,219 | | | | | | 2,978 | | | | | | — | | | | | | 4,197 | | |
Type
|
| |
Guarantee
|
| |
Maturity
|
| |
Annual charges
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| ||||||||||||
Working capital – Banco Itaú (i) and
Banco Safra |
| |
Credit from short-
term financial investment |
| | | | 10/23/2023 | | | |
10% to 13%
|
| | | | 11,470 | | | | | | 117 | | | | | | 286 | | |
Checking account negative balance
|
| |
—
|
| | | | — | | | |
11% to 15%
|
| | | | — | | | | | | — | | | | | | 47 | | |
Overdraft account
|
| |
—
|
| | | | — | | | |
35.42%
|
| | | | — | | | | | | — | | | | | | 699 | | |
Overdraft account
|
| |
—
|
| | | | — | | | |
16.76%
|
| | | | — | | | | | | 845 | | | | | | — | | |
Advanced receivables
|
| |
Advanced
receivable |
| | | | | | | |
1.4% to 2%
|
| | | | — | | | | | | — | | | | | | 383 | | |
| | | | | | | | | | | | | | | | | 11,470 | | | | | | 962 | | | | | | 1,415 | | |
Current liability
|
| | | | | | | | | | | | | | | | 3,179 | | | | | | 962 | | | | | | 1,297 | | |
Non-current liability
|
| | | | | | | | | | | | | | | | 8,291 | | | | | | — | | | | | | 118 | | |
Year
|
| |
Amount (R$)
|
| |||
2022
|
| | | | 4,525 | | |
2023
|
| | | | 3,766 | | |
| | | | | 8,291 | | |
| | |
Maturity
|
| |
Annual
charges |
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||||||||
Lease liabilities – IFRS 16 – headquarters
|
| | | | 2/2/2015 | | | | | | 10.69% | | | | | | 2,673 | | | | | | 130 | | | | | | 425 | | |
Lease liabilities – IFRS 16 – vehicles
|
| | | | 11/26/2022 | | | | | | 10.69% | | | | | | 227 | | | | | | — | | | | | | — | | |
Lease liabilities – IFRS 16 – Smarkio
|
| | | | 9/1/2023 | | | | | | 15.39% | | | | | | 264 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | |
|
3,164
|
| | | |
|
130
|
| | | | | 425 | | |
Current liability
|
| | | | | | | | | | | | | | | | 668 | | | | | | 130 | | | | | | 295 | | |
Non-current liability
|
| | | | | | | | | | | | | | | | 2,496 | | | | | | — | | | | | | 130 | | |
Year
|
| |
Amount (R$)
|
| |||
2022
|
| | | | 743 | | |
2023
|
| | | | 836 | | |
2024
|
| | | | 773 | | |
2025
|
| | | | 144 | | |
| | | | | 2,496 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Consideration to be transferred – Smarkio Tecnologia S.A.(i)
|
| | | | 61,464 | | | | | | | | | | | | | | |
Total Consideration
|
| | | | 61,464 | | | | | | — | | | | | | — | | |
Selling Shareholder
|
| |
Percentage
|
| |
Total consideration to be transferred to
|
| ||||||
Smarkio S.A. (Portugal)
|
| | | | 60.0% | | | | | | 36,894 | | |
Fernando Nigri Wolff
|
| | | | 20.0% | | | | | | 12,285 | | |
Alexandre Rocha Oliveira
|
| | | | 20.0% | | | | | | 12,285 | | |
| | | | | 100.0% | | | | | | 61,464 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Shareholders’ loans
|
| | | | — | | | | | | 57 | | | | | | 501 | | |
| | | | | — | | | | | | 57 | | | | | | 501 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
4TI Participações (loan with a related party)(i)
|
| | | | 9,828 | | | | | | — | | | | | | — | | |
| | | | | 9,828 | | | | | | — | | | | | | — | | |
Current portion
|
| | | | 2,442 | | | | | | — | | | | | | — | | |
Noncurrent one
|
| | | | 7,386 | | | | | | — | | | | | | — | | |
Year
|
| |
Amount (R$)
|
| |||
2022
|
| | | | 2,664 | | |
2023
|
| | | | 2,906 | | |
2024
|
| | | | 1,816 | | |
| | | | | 7,386 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Software Use Licensing
|
| | | | 22,752 | | | | | | 12,411 | | |
Professional Services
|
| | | | 3,769 | | | | | | 1,145 | | |
| | | | | 26,521 | | | | | | 13,556 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Personnel
|
| | | | (14,227) | | | | | | (4,243) | | |
Third party services
|
| | | | (7,086) | | | | | | (3,694) | | |
Infrastructure and data processing
|
| | | | (10,713) | | | | | | (5,080) | | |
Depreciation and amortization
|
| | | | (2,569) | | | | | | (1,116) | | |
Building common charges
|
| | | | (341) | | | | | | (439) | | |
Taxes
|
| | | | (680) | | | | | | (501) | | |
Utilities and services
|
| | | | (115) | | | | | | (112) | | |
Other costs and expenses
|
| | | | (281) | | | | | | (492) | | |
| | | | | (36,012) | | | | | | (15,677) | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Cost of services provided
|
| | | | (13,603) | | | | | | (7,804) | | |
Sales and marketing expenses
|
| | | | (6,355) | | | | | | (3,224) | | |
General and administrative expenses
|
| | | | (16,054) | | | | | | (4,649) | | |
| | | | | (36,012) | | | | | | (15,677) | | |
Financial revenue
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Discounts obtained
|
| | | | 30 | | | | | | 79 | | |
Interest gain
|
| | | | 53 | | | | | | 7 | | |
Yield from financial investment
|
| | | | 156 | | | | | | 112 | | |
| | | | | 239 | | | | | | 198 | | |
Financial expenses
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Discounts granted
|
| | | | (7) | | | | | | (32) | | |
Bank fees
|
| | | | (37) | | | | | | (102) | | |
Interest and fines
|
| | | | (149) | | | | | | (227) | | |
Interest on lease liabilities
|
| | | | (256) | | | | | | (31) | | |
Interest on loans with related parties
|
| | | | (329) | | | | | | — | | |
Interest on loans and financing
|
| | | | (414) | | | | | | (318) | | |
Taxes of financial transactions
|
| | | | (77) | | | | | | (75) | | |
Losses incurred with investment
|
| | | | (12) | | | | | | (9) | | |
Exchange variation losses
|
| | | | (137) | | | | | | (102) | | |
| | | | | (1,418) | | | | | | (896) | | |
Net financial income (expenses)
|
| | | | (1,179) | | | | | | (698) | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Current income and social contribution taxes
|
| | | | 301 | | | | | | — | | |
Total income and social contribution taxes
|
| | |
|
301
|
| | | |
|
—
|
| |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Loss before income and social contribution taxes
|
| | | | (11,159) | | | | | | (3,383) | | |
Basic rate
|
| | | | 0% | | | | | | 0% | | |
Income and social contribution taxes
|
| | | | — | | | | | | — | | |
Income and social contribution taxes determined by the deemed income
method in the subsidiary |
| | | | (301) | | | | | | — | | |
Tax expenses
|
| | | | (301) | | | | | | — | | |
Effective rate
|
| | | | 2.70% | | | | | | 0% | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Provision for labor, tax and civil contingencies
|
| | | | 148 | | | | | | 176 | | |
Allowance for doubtful accounts
|
| | | | 121 | | | | | | — | | |
Tax loss carryforwards
|
| | | | 4,011 | | | | | | 607 | | |
| | | | | 4,280 | | | | | | 783 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |||||||||||||||||||||||||||
Assets | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | | 22,094 | | | | | | 858 | | | | | | 22,094 | | | | | | 3,778 | | | | | | 108 | | | | | | 3,778 | | | | | | 156 | | | | | | 8 | | | | | | 156 | | |
Accounts receivable
|
| | | | — | | | | | | 12,048 | | | | | | — | | | | | | — | | | | | | 2,400 | | | | | | — | | | | | | — | | | | | | 1,528 | | | | | | — | | |
| | | | | 22,094 | | | | | | 12,906 | | | | | | 22,094 | | | | | | 3,778 | | | | | | 2,508 | | | | | | 3,778 | | | | | | 156 | | | | | | 1,536 | | | | | | 156 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade accounts payable
|
| | | | — | | | | | | 3,440 | | | | | | — | | | | | | — | | | | | | 2,092 | | | | | | — | | | | | | — | | | | | | 877 | | | | | | — | | |
Loans and financing
|
| | | | — | | | | | | 11,470 | | | | | | — | | | | | | — | | | | | | 962 | | | | | | — | | | | | | — | | | | | | 1,415 | | | | | | — | | |
Lease liabilities
|
| | | | — | | | | | | 3,164 | | | | | | — | | | | | | — | | | | | | 130 | | | | | | — | | | | | | — | | | | | | 425 | | | | | | — | | |
Consideration to former shareholders
|
| | | | — | | | | | | 61,464 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Items to be paid in installments
|
| | | | — | | | | | | 1,724 | | | | | | — | | | | | | — | | | | | | 2,178 | | | | | | — | | | | | | — | | | | | | 1,912 | | | | | | — | | |
| | | | | — | | | | |
|
81,262
|
| | | | | — | | | | | | — | | | | |
|
5,362
|
| | | | | — | | | | | | — | | | | |
|
4,629
|
| | | | | — | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Cash and cash equivalents
|
| | | | 2 | | | | | | 2 | | | | | | 2 | | |
Cash at banks and short-term financial investment
|
| | | | 22,950 | | | | | | 3,884 | | | | | | 162 | | |
Accounts receivable
|
| | | | 12,048 | | | | | | 2,400 | | | | | | 1,528 | | |
| | | | | 35,000 | | | | | | 6,286 | | | | | | 1,692 | | |
Non-derivative financial liabilities
|
| |
Book
value |
| |
Contract
value |
| |
Up to 12
months |
| |
1-2
years |
| |
2-3
years |
| |
>3
years |
| ||||||||||||||||||
Trade accounts payable and other payables
|
| | | | 40,317 | | | | | | 40,317 | | | | | | 37,024 | | | | | | 3,293 | | | | | | — | | | | | | — | | |
Loans and financing
|
| | | | 11,470 | | | | | | 13,399 | | | | | | 4,277 | | | | | | 5,186 | | | | | | 3,936 | | | | | | — | | |
Lease liabilities
|
| | | | 3,164 | | | | | | 3,889 | | | | | | 971 | | | | | | 969 | | | | | | 972 | | | | | | 978 | | |
Items to be paid in installments
|
| | | | 1,724 | | | | | | 1,724 | | | | | | 532 | | | | | | 495 | | | | | | 297 | | | | | | 401 | | |
| | | | | 56,675 | | | | | | 59,329 | | | | | | 42,804 | | | | | | 9,943 | | | | | | 5,205 | | | | | | 1,379 | | |
Assets with variable rates
|
| |
2020
|
| |
2019
|
| ||||||
Financial assets
|
| | | | 22,094 | | | | | | 3,777 | | |
Operation
|
| |
Balance as
at Dec. 31, 2020 |
| |
Risk
|
| |
Scenario I
(probable) |
| |
Scenario II
|
| |
Scenario III
|
| |||
(In thousands of Brazilian reais)
|
| | | | | | |||||||||||||
Interest subject to variation
|
| | | | 22,094 | | | |
Decrease in CDI
|
| |
2.75%
|
| |
2.06%
|
| |
1.38%
|
|
Change in the return of financial investment
|
| | | | | | | | | | |
516 to 638
|
| |
387 to 478
|
| |
258 to 319
|
|
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Trade accounts payable and other payables
|
| | | | 40,318 | | | | | | 2,092 | | | | | | 877 | | |
Loans and financing
|
| | | | 11,470 | | | | | | 962 | | | | | | 1,415 | | |
Lease liabilities
|
| | | | 3,163 | | | | | | 130 | | | | | | 425 | | |
Items to be paid in installments
|
| | | | 1,725 | | | | | | 2,178 | | | | | | 1,912 | | |
Financial liabilities
|
| | | | 56,676 | | | | | | 5,362 | | | | | | 4,629 | | |
Cash and cash equivalents
|
| | | | (22,952) | | | | | | (3,886) | | | | | | (164) | | |
Net cash
|
| | | | 33,724 | | | | | | 1,476 | | | | | | 4,465 | | |
Total equity
|
| | | | 953 | | | | | | 4,558 | | | | | | (1,470) | | |
Net cash to equity ratio (%)
|
| | | | 35.39 | | | | | | 0.32 | | | | | | (3.04) | | |
Non-cash items:
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Decrease in property, plant and equipment due to loss
|
| | | | — | | | | | | 87 | | |
Decrease in property, plant and equipment due to donation
|
| | | | 10 | | | | | | — | | |
Transfer of property, plant and equipment due to a combination of businesses
|
| | | | (394) | | | | | | — | | |
Transfer of right-of-use related to the Smarkio acquisition
|
| | | | (231) | | | | | | — | | |
Increase in property, plant and equipment due to lease rights-of-use established by IFRS 16
|
| | | | (2,743) | | | | | | — | | |
Transfer of intangible assets due to a combination of businesses
|
| | | | (1) | | | | | | — | | |
| | | | | (3,359) | | | | | | 87 | | |
Coverage
|
| |
Coverage limit
|
| |||
Professional Civil Liability
|
| | | | 5,000 | | |
Dishonest Acts of Employees
|
| | | | 500 | | |
Pain and Suffering Damages
|
| | | | 5,000 | | |
Physical Injure
|
| | | | 5,000 | | |
Intellectual Property
|
| | | | 5,000 | | |
Loss or Theft of Documents
|
| | | | 5,000 | | |
Court Attendance
|
| | | | 5,000 | | |
Image Recovery Costs
|
| | | | 5,000 | | |
New Subsidiary Companies
|
| | | | 5,000 | | |
Saving Expenses
|
| | | | 5,000 | | |
Material Damage
|
| | | | 5,000 | | |
Jointly Liability
|
| | | | 500 | | |
Coverage
|
| |
Coverage limit
|
| |||
Emergency Costs
|
| | | | 10,000 | | |
Investigation Costs
|
| | | | 10,000 | | |
Forfeiture of Assets
|
| | | | 10,000 | | |
Deporting, Extradition and Liberty Restriction
|
| | | | 10,000 | | |
Checking Account Blockage (Online Attachment)
|
| | | | 10,000 | | |
Unavailability of Assets and Rights
|
| | | | 10,000 | | |
Pain and Suffering Damages
|
| | | | 10,000 | | |
Compensation for Material Damage and Physical Injure
|
| | | | 10,000 | | |
Undue Labor Practices
|
| | | | 10,000 | | |
Errors and Omission
|
| | | | 10,000 | | |
Extension of the Complementary Term for Insured Retired Person and Voluntary Resignation
|
| | | | 10,000 | | |
Subsidiaries and New Subsidiaries
|
| | | | 10,000 | | |
Coverage for Internal Lawyers
|
| | | | 10,000 | | |
Coverage for Saving Expenses
|
| | | | 10,000 | | |
Coverage for Internal Accountants, Risk Manager and Internal Auditors
|
| | | | 10,000 | | |
Coverage for External Entities
|
| | | | 10,000 | | |
Coverage for Managers due to Legal Reasons
|
| | | | 10,000 | | |
Liability for Taxes
|
| | | | 10,000 | | |
Coverage
|
| |
Coverage limit
|
| |||
Additional coverage for accidental death
|
| | | | 1,295 | | |
Total or partial permanent disability due to accident
|
| | | | 1,295 | | |
Death
|
| | | | 1,295 | | |
Permanent and total function disability due to illness
|
| | | | 1,295 | | |
Death of spouse
|
| | | | 388 | | |
Death of children
|
| | | | 129 | | |
Termination amounts
|
| | | | 129 | | |
Funeral allowance
|
| | | | 3 | | |
Coverage
|
| |
Coverage limit
|
| |||
Additional coverage for accidental death
|
| | | | 271 | | |
Total or partial permanent disability due to accident
|
| | | | 271 | | |
Death
|
| | | | 271 | | |
Permanent and total function disability due to illness
|
| | | | 271 | | |
Death of spouse
|
| | | | 81 | | |
Death of children
|
| | | | 27 | | |
Termination amounts
|
| | | | 27 | | |
Funeral allowance
|
| | | | 5 | | |
| | | |
Tel.: +55 11 3848 5880
Fax: + 55 11 3045 7363 www.bdo.com.br |
| |
Rua Major Quedinho 90
Consolação — São Paulo, SP — Brasil 01050-030 |
|
| | |
Note
|
| |
November 30,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and Cash Equivalents
|
| | | | 4 | | | | | | 1,958 | | | | | | 2,828 | | | | | | 1,497 | | |
Accounts Receivable
|
| | | | 5 | | | | | | 9,992 | | | | | | 2,903 | | | | | | 1,134 | | |
Advances
|
| | | | 6 | | | | | | 134 | | | | | | 10 | | | | | | 1 | | |
Prepaid Expenses
|
| | | | 6 | | | | | | 26 | | | | | | 93 | | | | | | 98 | | |
Total Current Assets | | | | | | | | | | | 12,110 | | | | | | 5,834 | | | | | | 2,730 | | |
Noncurrent Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, Plant and Equipment
|
| | | | 7 | | | | | | 625 | | | | | | 589 | | | | | | 454 | | |
Intangible Assets
|
| | | | | | | | | | 1 | | | | | | 1 | | | | | | 1 | | |
Total Noncurrent Assets
|
| | | | | | | | | | 626 | | | | | | 590 | | | | | | 455 | | |
Total Assets
|
| | | | | | | | | | 12,736 | | | | | | 6,424 | | | | | | 3,185 | | |
Liabilities and Equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade Accounts Payable
|
| | | | 8 | | | | | | 908 | | | | | | 306 | | | | | | 59 | | |
Leases
|
| | | | 9 | | | | | | 108 | | | | | | 85 | | | | | | 51 | | |
Employees’ Pay and Related Charges
|
| | | | 10 | | | | | | 903 | | | | | | 275 | | | | | | 67 | | |
Taxes Payable
|
| | | | 11 | | | | | | 361 | | | | | | 57 | | | | | | 26 | | |
Income Taxes Payable
|
| | | | 11 | | | | | | 1,042 | | | | | | 300 | | | | | | 140 | | |
Other Payables
|
| | | | 12 | | | | | | 7 | | | | | | 1 | | | | | | 226 | | |
Dividends Payable
|
| | | | 13 | | | | | | 3,300 | | | | | | | | | | | | — | | |
Deferred Revenue
|
| | | | 14 | | | | | | 85 | | | | | | 7 | | | | | | 3 | | |
Total Current Liabilities
|
| | | | | | | | | | 6,714 | | | | | | 1,031 | | | | | | 572 | | |
Noncurrent Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Leases
|
| | | | 9 | | | | | | 163 | | | | | | 261 | | | | | | 280 | | |
Total Noncurrent Liabilities
|
| | | | | | | | | | 163 | | | | | | 261 | | | | | | 280 | | |
Equity
|
| | | | 15 | | | | | | | | | | | | | | | | | | | | |
Capital
|
| | | | | | | | | | 267 | | | | | | 160 | | | | | | 160 | | |
Income Reserve
|
| | | | | | | | | | 5,592 | | | | | | 4,972 | | | | | | 2,173 | | |
Equity Attributed to the Controlling Shareholders
|
| | | | | | | | | | 5,859 | | | | | | 5,132 | | | | | | 2,333 | | |
Total Liabilities and Equity
|
| | | | | | | | | | 12,736 | | | | | | 6,424 | | | | | | 3,185 | | |
| | |
Note
# |
| |
November 30,
2020 |
| |
December 31,
2019 |
| |||||||||
Net revenue
|
| | | | 16 | | | | | | 27,835 | | | | | | 10,152 | | |
Cost of services provided
|
| | | | 17 | | | | | | (5,079) | | | | | | (2,454) | | |
Gross income
|
| | | | | | | | | | 22,756 | | | | | | 7,698 | | |
Operating expenses
|
| | | | | | | | | | | | | | | | | | |
Sales and marketing expenses
|
| | | | 18 | | | | | | (1,680) | | | | | | (371) | | |
General and administrative expenses
|
| | | | 18 | | | | | | (1,884) | | | | | | (1,062) | | |
Operating revenue and expenses
|
| | | | 18 | | | | | | (2,330) | | | | | | (1,565) | | |
| | | | | | | | | | | (5,894) | | | | | | (2,998) | | |
Income before financial income (expenses)
|
| | | | | | | | | | 16,862 | | | | | | 4,700 | | |
Financial revenue
|
| | | | 19 | | | | | | 87 | | | | | | 74 | | |
Financial expenses
|
| | | | 19 | | | | | | (96) | | | | | | (66) | | |
Income before income and social contribution taxes
|
| | | | | | | | | | 16,853 | | | | | | 4,708 | | |
Current income and social contribution taxes
|
| | | | 20 | | | | | | (3,249) | | | | | | (1,109) | | |
Income for the year
|
| | | | | | | | |
|
13,604
|
| | | |
|
3,599
|
| |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Comprehensive income | | | | | | | | | | | | | |
Income for the year
|
| | | | 13,604 | | | | | | 3,599 | | |
Total comprehensive income
|
| | | | 13,604 | | | | | | 3,599 | | |
Total comprehensive income attributed to: | | | | | | | | | | | | | |
Controlling shareholders
|
| | | | 13,604 | | | | | | 3,599 | | |
| | | | | 13,604 | | | | | | 3,599 | | |
| | |
Capital
|
| |
Income
reserve |
| |
Income for
the year |
| |
Total
|
| ||||||||||||
Balances as at January 1, 2019
|
| | | | 160 | | | | | | 2,173 | | | | | | — | | | | | | 2,333 | | |
Income for the year
|
| | | | | | | | | | | | | | | | 3,599 | | | | | | 3,599 | | |
Use of funds: | | | | | | | | | | | | | | | | | | | | | | | | | |
Recognition of an income reserve
|
| | | | | | | | | | 2,799 | | | | | | (2,799) | | | | | | — | | |
Distribution of dividends
|
| | | | | | | | | | | | | | | | (800) | | | | | | (800) | | |
Balances as at December 31, 2019
|
| | | | 160 | | | | | | 4,972 | | | | | | — | | | | | | 5,132 | | |
Increase in capital
|
| | |
|
107
|
| | | | | | | | | | | | | | | |
|
107
|
| |
Income for the year
|
| | | | | | | | | | | | | | | | 13,604 | | | | | | 13,604 | | |
Use of funds: | | | | | | | | | | | | | | | | | | | | | | | | | |
Recognition of an income reserve
|
| | | | | | | | | | 620 | | | | | | (620) | | | | | | — | | |
Distribution of dividends
|
| | | | | | | | | | | | | | | | (12,984) | | | | | | (12,984) | | |
Balances as at November 30, 2020
|
| | | | 267 | | | | | | 5,592 | | | | | | — | | | | | | 5,859 | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Income before income and social contribution taxes
|
| | | | 16,853 | | | | | | 4,708 | | |
Adjustment to reconcile income before income and social contribution to net cash used in operating activities:
|
| | | | | | | | | | | | |
Recognition of interest paid on leases
|
| | | | 84 | | | | | | 94 | | |
Depreciation and amortization
|
| | | | 143 | | | | | | 105 | | |
Credit overdue and not settled
|
| | | | — | | | | | | 77 | | |
| | | | | 227 | | | | | | 276 | | |
(Decrease)/increase in assets | | | | | | | | | | | | | |
Trade accounts receivable
|
| | | | (7,089) | | | | | | (1,846) | | |
Advances
|
| | | | (124) | | | | | | (9) | | |
Prepaid expenses
|
| | | | 67 | | | | | | 5 | | |
Increase/(decrease) in liabilities | | | | | | | | | | | | | |
Trade accounts payable
|
| | | | 602 | | | | | | 247 | | |
Employees’ pay and related charges
|
| | | | 628 | | | | | | 208 | | |
Taxes payable
|
| | | | 304 | | | | | | 31 | | |
Anticipated revenue
|
| | | | 78 | | | | | | 4 | | |
Other payables
|
| | | | 6 | | | | | | (225) | | |
Cash used in operating activities
|
| | | | (5,528) | | | | | | (1,585) | | |
Payment of interest
|
| | | | (41) | | | | | | (47) | | |
Income and social contribution taxes paid
|
| | | | (2,507) | | | | | | (949) | | |
Net cash provided by (used in) operating activities
|
| | | | 9,004 | | | | | | 2,403 | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property, plant and equipment
|
| | | | (179) | | | | | | (164) | | |
Net funds used in investing activities
|
| | | | (179) | | | | | | (164) | | |
Cash flows from financing activities
|
| | | | | | | | | | | | |
From financing activities with third-parties
|
| | | | | | | | | | | | |
Payment of leases
|
| | | | (118) | | | | | | (108) | | |
Cash provided by financing activities with third-parties
|
| | | | (118) | | | | | | (108) | | |
From financing activities with shareholders and related parties Increase in capital
|
| | | | 107 | | | | | | — | | |
Dividends paid
|
| | | | (9,684) | | | | | | (800) | | |
Cash provided by financing activities with shareholders
|
| | | | (9,577) | | | | | | (800) | | |
Funds provided by financing activities
|
| | | | (9,695) | | | | | | (908) | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | (870) | | | | | | 1,331 | | |
Cash and cash equivalents | | | | | | | | | | | | | |
Cash at beginning of year
|
| | | | 2,828 | | | | | | 1,497 | | |
Cash at end of year
|
| | | | 1,958 | | | | | | 2,828 | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | (870) | | | | | | 1,331 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Net revenues | | | | | | | | | | | | | |
Software use licensing
|
| | | | 15,482 | | | | | | 6,937 | | |
Professional services
|
| | | | 12,353 | | | | | | 3,215 | | |
| | | | | 27,835 | | | | | | 10,152 | | |
Type of Service
|
| |
Moment of the fulfillment of performance
obligations, including significant payment terms |
| |
Revenue recognition policy
|
|
Software use licensing
|
| | Such revenue is based mainly on a variable amount charged for the use of the platform (SAAS) according to the sales agreements executed with customers. It is monthly recognized starting the moment the access to the platform is made available until cancellation. There are also additional services, such as triggering of messages, user licenses and third party SAAS services. The use of those services is measured according to the individual volume consumed. Revenue is based on those volumes and on the unit values established in sales agreement, monthly recognized according to the use. The issuance of invoices is made at the beginning of the month following the use. There are some cases where customers validate the amounts before the issuance of invoices. Receivables are collected from 15 to 90 days after billing. | | | Revenue is recognized when the services are transferred to the customer at an amount that reflects the consideration expected to be received in exchange for those products or services. Revenue is recognized at gross value, considering the taxation to be paid to governmental authorities. The amounts billed are recorded in accounts receivable or advances from customers depending on certain recognition criteria. The agreements of the Company with customers do not establish the right of items being returned nor grant them ownership rights to the licensed software. | |
Professional services
|
| | Revenue from professional services is based on the provision of information technology related services, focused on the integration and maintenance of the platform (software). The amounts billed are usually based on the hour/labor price established in the sales agreement, multiplied by the number of hours worked. Revenue recognition takes place according to the delivery of the services or adjusted by the percentage of completion. However, the issuance of invoices is previously made at the moment of execution of the contract or sales proposal. Receivables are collected from 15 to 90 days after billing. | | | Revenue is recognized when the services are transferred to customers at an amount that reflects the consideration expected to be received in exchange for those services. Revenue is recognized at gross value, considering the taxation to be paid later to governmental authorities. The amounts billed are recorded in accounts receivable or advances from customers, depending on certain recognition criteria. | |
|
Financial assets measured at FVTPL
|
| | After initial measurement, they are carried at fair value. Net revenue, including interest or dividends, is recognized in the statement of income. | |
|
Financial assets recognized at amortized cost
|
| | After initial measurement, they are measured at amortized cost according to the effective interest rate method and impairment is deducted from amortized cost. Revenue from interest received, foreign exchange gains and impairment losses is recognized in the statement of income. Any earnings or losses determined in reversals are also carried in the statement of income. | |
| | |
Annual depreciation
rate |
| |
Useful lives of
assets |
| |||
Furniture and fixtures
|
| | | | 10.00% | | | |
10 years
|
|
Computers and peripherals
|
| | | | 20.00% | | | |
5 years
|
|
Leasehold improvements
|
| | | | 10.00% | | | |
10 years
|
|
| | |
Note #
|
| |
Opening Balance
|
| |
IFRS 16 Remeasurement
|
| |
IFRS
|
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | | | | | | | | 2,730 | | | | | | — | | | | | | 2,730 | | |
Property, plant and equipment
|
| | | | (i) | | | | | | 123 | | | | | | 331 | | | | | | 454 | | |
Other Non-current assets
|
| | | | | | | | | | 1 | | | | | | — | | | | | | 1 | | |
Total non-current assets
|
| | | | | | | | | | 124 | | | | | | 331 | | | | | | 455 | | |
Total assets
|
| | | | | | | | | | 2,854 | | | | | | 331 | | | | | | 3,185 | | |
| | |
Note #
|
| |
Opening Balance
|
| |
IFRS 16 Remeasurement
|
| |
IFRS
|
| ||||||||||||
Current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities — IFRS 16
|
| | | | (ii) | | | | | | — | | | | | | 51 | | | | | | 51 | | |
Other current liabilities
|
| | | | | | | | | | 521 | | | | | | — | | | | | | 521 | | |
Total current liabilities
|
| | | | | | | | | | 521 | | | | | | 51 | | | | | | 572 | | |
Noncurrent liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities — IFRS 16
|
| | | | (ii) | | | | | | — | | | | | | 280 | | | | | | 280 | | |
Total noncurrent liabilities
|
| | | | | | | | | | — | | | | | | 280 | | | | | | 280 | | |
Equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity attributed to controlling shareholders
|
| | | | | | | | | | 2,333 | | | | | | — | | | | | | 2,333 | | |
Total liabilities and equity
|
| | | | | | | | | | 2,854 | | | | | | 331 | | | | | | 3,185 | | |
| | |
Note #
|
| |
Opening Balance
|
| |
IFRS 16 Remeasurement
|
| |
IFRS
|
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | | | | | | | | 5,834 | | | | | | — | | | | | | 5,834 | | |
Noncurrent assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | (i) | | | | | | 263 | | | | | | 326 | | | | | | 589 | | |
Other Non-current assets
|
| | | | | | | | | | 1 | | | | | | — | | | | | | 1 | | |
Total noncurrent assets
|
| | | | | | | | | | 264 | | | | | | 326 | | | | | | 590 | | |
Total assets
|
| | | | | | | | | | 6,098 | | | | | | 326 | | | | | | 6,424 | | |
| | |
Note #
|
| |
Opening Balance
|
| |
IFRS 16 Remeasurement
|
| |
IFRS
|
| ||||||||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | (ii) | | | | | | — | | | | | | 85 | | | | | | 85 | | |
Other current liabilities
|
| | | | | | | | | | 946 | | | | | | — | | | | | | 946 | | |
Total current liabilities
|
| | | | | | | | | | 946 | | | | | | 85 | | | | | | 1,031 | | |
Noncurrent liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | (ii) | | | | | | — | | | | | | 261 | | | | | | 261 | | |
Total noncurrent liabilities
|
| | | | | | | | | | — | | | | | | 261 | | | | | | 261 | | |
Equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity attributed to controlling shareholders
|
| | | | | | | | | | 5,153 | | | | | | (21) | | | | | | 5,132 | | |
Total liabilities and equity
|
| | | | | | | | | | 6,098 | | | | | | 326 | | | | | | 6,424 | | |
| | |
Note #
|
| |
Opening Balance
|
| |
IFRS 16 Remeasurement
|
| |
IFRS
|
| ||||||||||||
Net operating revenue
|
| | | | | | | | | | 10,152 | | | | | | — | | | | | | 10,152 | | |
Cost of services provided
|
| | | | | | | | | | (2,454) | | | | | | — | | | | | | (2,454) | | |
Gross income
|
| | | | | | | | | | 7,698 | | | | | | — | | | | | | 7,698 | | |
General and administrative expenses
|
| | | | (i) | | | | | | (1,089) | | | | | | 27 | | | | | | (1,062) | | |
Other operating expenses
|
| | | | | | | | | | (1,936) | | | | | | — | | | | | | (1,936) | | |
| | | | | | | | | | | (3,024) | | | | | | 27 | | | | | | (2,998) | | |
Net financial result
|
| | | | | | | | | | 57 | | | | | | (48) | | | | | | 8 | | |
Net (loss)/income of the year
|
| | | | | | | | | | 3,620 | | | | | | (21) | | | | | | 3,599 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Cash
|
| | | | 1 | | | | | | — | | | | | | 1 | | |
Cash at banks
|
| | | | 1,860 | | | | | | 399 | | | | | | 123 | | |
Short-term financial investment(i)
|
| | | | 97 | | | | | | 2,429 | | | | | | 1,373 | | |
| | | | | 1,958 | | | | | | 2,828 | | | | | | 1,497 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
|
Investments with Bradesco Invest Facil
|
| |
5% of CDI
|
| |
5% of CDI
|
| |
5% of CDI
|
|
Investment with Santander
|
| |
5% of CDI
|
| |
5% of CDI
|
| |
—
|
|
Investment Bradesco FI CFI
|
| |
94% of CDI
|
| |
94% of CDI
|
| |
—
|
|
Investment with Itaú Premium DI FICFI
|
| |
—
|
| |
—
|
| |
100% of CDI
|
|
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Trade accounts receivables
|
| | | | 10,162 | | | | | | 3,073 | | | | | | 1,227 | | |
(-) Estimated credit losses(i)
|
| | | | (170) | | | | | | (170) | | | | | | (93) | | |
| | | | | 9,992 | | | | | | 2,903 | | | | | | 1,134 | | |
|
As at January 1, 2019
|
| | | | 93 | | |
|
Additions
|
| | | | 77 | | |
|
Amounts reversed — Write-offs
|
| | | | — | | |
|
As at December 31, 2019
|
| | | | 170 | | |
|
Additions
|
| | | | — | | |
|
Amounts reversed — Write-offs
|
| | | | — | | |
|
As at November 30, 2020
|
| | | | 170 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Advances to employees
|
| | | | 87 | | | | | | 6 | | | | | | — | | |
Advances to suppliers
|
| | | | 47 | | | | | | 4 | | | | | | 1 | | |
| | | | | 134 | | | | | | 10 | | | | | | 1 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Prepaid expenses (a)
|
| | | | 26 | | | | | | 93 | | | | | | 98 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Property, plant and equipment (a)
|
| | | | 394 | | | | | | 263 | | | | | | 123 | | |
Right-of-use assets (IFRS 16) (b)
|
| | | | 231 | | | | | | 326 | | | | | | 331 | | |
| | | | | 625 | | | | | | 589 | | | | | | 454 | | |
Description
|
| |
Annual
depreciation rate |
| |
Cost
|
| |
Accumulated
depreciation |
| |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| ||||||||||||||||||
Furniture and fixtures
|
| | | | 10.00% | | | | | | 47 | | | | | | (7) | | | | | | 40 | | | | | | 39 | | | | | | 18 | | |
Computers and peripherals
|
| | | | 20.00% | | | | | | 325 | | | | | | (60) | | | | | | 266 | | | | | | 132 | | | | | | 12 | | |
Leasehold improvements
|
| | | | 10.00% | | | | | | 96 | | | | | | (7) | | | | | | 88 | | | | | | 92 | | | | | | 93 | | |
| | | | | | | | | | | 468 | | | | | | (74) | | | | | | 394 | | | | | | 263 | | | | | | 123 | | |
| | |
Annual
depreciation rate (%) |
| |
December
31, 2019 |
| |
Additions
|
| |
Write-
offs |
| |
November
30, 2020 |
| |||||||||||||||
Furniture and fixtures
|
| | | | | | | | | | 41 | | | | | | 6 | | | | | | — | | | | | | 47 | | |
Computers and peripherals
|
| | | | | | | | | | 152 | | | | | | 173 | | | | | | — | | | | | | 325 | | |
Leasehold improvements
|
| | | | | | | | | | 96 | | | | | | — | | | | | | — | | | | | | 96 | | |
Cost | | | | | | | | | | | 289 | | | | | | 179 | | | | | | — | | | | | | 468 | | |
Furniture and fixtures
|
| | | | 10.00% | | | | | | (2) | | | | | | (5) | | | | | | — | | | | | | (7) | | |
Computers and peripherals
|
| | | | 20.00% | | | | | | (20) | | | | | | (40) | | | | | | — | | | | | | (60) | | |
Leasehold improvements
|
| | | | 10.00% | | | | | | (4) | | | | | | (3) | | | | | | — | | | | | | (7) | | |
(-) Accumulated depreciation
|
| | | | | | | | | | (26) | | | | | | (48) | | | | | | — | | | | | | (74) | | |
Total | | | | | | | | | | | 263 | | | | | | 131 | | | | | | — | | | | | | 394 | | |
| | |
Annual
depreciation rate (%) |
| |
January
1, 2019 |
| |
Additions
|
| |
Write-offs
|
| |
December
31, 2019 |
| |||||||||||||||
Furniture and fixtures
|
| | | | | | | | | | 18 | | | | | | 23 | | | | | | — | | | | | | 41 | | |
Computers and peripherals
|
| | | | | | | | | | 12 | | | | | | 140 | | | | | | — | | | | | | 152 | | |
Leasehold improvements
|
| | | | | | | | | | 95 | | | | | | 1 | | | | | | — | | | | | | 96 | | |
Cost | | | | | | | | | | | 125 | | | | | | 164 | | | | | | — | | | | | | 289 | | |
Furniture and fixtures
|
| | | | 10.00% | | | | | | (0) | | | | | | (2) | | | | | | — | | | | | | (2) | | |
Computers and peripherals
|
| | | | 20.00% | | | | | | (2) | | | | | | (18) | | | | | | — | | | | | | (20) | | |
Leasehold improvements
|
| | | | 10.00% | | | | | | — | | | | | | (4) | | | | | | — | | | | | | (4) | | |
(-) Accumulated depreciation
|
| | | | | | | | | | (2) | | | | | | (24) | | | | | | — | | | | | | (26) | | |
Total | | | | | | | | | | | 123 | | | | | | 140 | | | | | | — | | | | | | 263 | | |
| | |
November
30, 2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||
Right-of-use assets (IFRS 16)
|
| | | | 231 | | | | | | 326 | | | | | | 331 | | |
| | |
Annual
amortization rate |
| |
December
31, 2019 |
| |
Additions
|
| |
Write-offs
|
| |
November
30, 2020 |
| |||||||||||||||
Right-of-use assets — São Paulo
|
| | | | | | | | | | 346 | | | | | | — | | | | | | — | | | | | | 346 | | |
Right-of-use assets — Itajubá
|
| | | | | | | | | | 76 | | | | | | — | | | | | | 76 | | | | | | | | |
Cost | | | | | | | | | | | 422 | | | | | | — | | | | | | — | | | | | | 422 | | |
Right-of-use assets — São Paulo
|
| | | | (i) | | | | | | (85) | | | | | | (64) | | | | | | — | | | | | | (149) | | |
Right-of-use assets — Itajubá
|
| | | | (i) | | | | | | (11) | | | | | | (31) | | | | | | — | | | | | | (42) | | |
(-) Accumulated amortization
|
| | | | | | | | | | (81) | | | | | | (95) | | | | | | — | | | | | | (191) | | |
Total | | | | | | | | | | | 326 | | | | | | (95) | | | | | | — | | | | | | 231 | | |
| | |
Annual
amortization rate |
| |
January 1,
2019 |
| |
Additions
|
| |
Write-offs
|
| |
November
30, 2019 |
| |||||||||||||||
Right-of-use assets — São Paulo
|
| | | | | | | | | | 346 | | | | | | — | | | | | | — | | | | | | 346 | | |
Right-of-use assets — Itajubá
|
| | | | | | | | | | — | | | | | | 76 | | | | | | | | | | | | 76 | | |
Cost
|
| | | | | | | | |
|
346
|
| | | |
|
76
|
| | | |
|
—
|
| | | |
|
422
|
| |
Right-of-use assets — São Paulo
|
| | | | (i) | | | | | | (15) | | | | | | (70) | | | | | | | | | | | | (85) | | |
Right-of-use assets — Itajubá
|
| | | | (i) | | | | | | — | | | | | | (11) | | | | | | | | | | | | (11) | | |
(-) Accumulated amortization
|
| | | | | | | | | | — | | | | | | (81) | | | | | | — | | | | | | (96) | | |
Total | | | | | | | | | | | 331 | | | | | | 326 | | | | | | — | | | | | | 326 | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||
Domestic trade accounts payable
|
| | | | 908 | | | | | | 306 | | | | | | 59 | | |
| | | | | 908 | | | | | | 306 | | | | | | 59 | | |
| | |
Maturity
|
| |
Annual
charges |
| |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||||||||
Lease liabilities IFRS 16 — Smarkio São Paulo
|
| | | | 01/09/2023 | | | | | | 15.39% | | | | | | 233 | | | | | | 281 | | | | | | 331 | | |
Lease liabilities IFRS 16 — Smarkio Itajubá
|
| | | | 01/11/2021 | | | | | | 15.39% | | | | | | 38 | | | | | | 66 | | | | | | — | | |
| | | | | | | | | | | | | | | | | 271 | | | | | | 347 | | | | | | 331 | | |
Current liability
|
| | | | | | | | | | | | | | | | 108 | | | | | | 85 | | | | | | 51 | | |
Noncurrent liability
|
| | | | | | | | | | | | | | | | 163 | | | | | | 261 | | | | | | 280 | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Balances as at January 1
|
| | | | 346 | | | | | | 331 | | |
New lease liabilities
|
| | | | - | | | | | | 76 | | |
Payment of principal
|
| | | | (118) | | | | | | (108) | | |
Payment of interest
|
| | | | (41) | | | | | | (47) | | |
Interest accrued for
|
| | | | 84 | | | | | | 94 | | |
Balances as at December 31
|
| | | | 271 | | | | | | 346 | | |
Year
|
| |
Amount
|
| |||
2021
|
| | | | 6 | | |
2022
|
| | | | 83 | | |
2023
|
| | | | 74 | | |
| | | | | 163 | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||
Employees’ pay and related charges
|
| | | | 341 | | | | | | 148 | | | | | | 38 | | |
Provision for vacations and 13th salaries
|
| | | | 562 | | | | | | 127 | | | | | | 29 | | |
| | | | | 903 | | | | | | 275 | | | | | | 67 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Contribution for the Social Integration Program (PIS)
|
| | | | 27 | | | | | | 1 | | | | | | 1 | | |
Contribution for Social Security Funding (COFINS)
|
| | | | 124 | | | | | | 3 | | | | | | 3 | | |
Services Tax (ISS)
|
| | | | 107 | | | | | | 39 | | | | | | 19 | | |
Other
|
| | | | 103 | | | | | | 14 | | | | | | 3 | | |
| | | | | 361 | | | | | | 57 | | | | | | 26 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Corporate Income Tax (IRPJ)
|
| | | | 783 | | | | | | 228 | | | | | | 104 | | |
Social Contribution Tax (CSLL)
|
| | | | 259 | | | | | | 72 | | | | | | 36 | | |
| | | | | 1,042 | | | | | | 300 | | | | | | 140 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Other payables(a)
|
| | | | 7 | | | | | | 1 | | | | | | 226 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Dividends payable(a)
|
| | | | 3,300 | | | | | | — | | | | | | — | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||
Deferred revenue
|
| | | | 85 | | | | | | 7 | | | | | | 3 | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||
Capital stock
|
| | | | 266,600 | | | | | | 160,000 | | | | | | 160,000 | | |
| | |
November 30, 2020
|
| |
December 31, 2019
|
| ||||||
Software Development and Licensing
|
| | | | 15,482 | | | | | | 6,937 | | |
Professional Services
|
| | | | 12,353 | | | | | | 3,215 | | |
| | | | | 27,835 | | | | | | 10,152 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| ||||||
Costs of cloud infrastructure
|
| | | | (732) | | | | | | (454) | | |
Licensing costs(a)
|
| | | | (1,054) | | | | | | (615) | | |
Costs of other technologies
|
| | | | (283) | | | | | | (77) | | |
Costs of AI cloud services
|
| | | | (139) | | | | | | — | | |
Personnel(b) | | | | | (2,871) | | | | | | (1,308) | | |
| | | | | (5,079) | | | | | | (2,454) | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Sales and marketing expenses(a)
|
| | | | (1,680) | | | | | | (371) | | |
General and administrative expenses(b)
|
| | | | (1,884) | | | | | | (1,062) | | |
Operating revenue and expenses(c)
|
| | | | (2,330) | | | | | | (1,565) | | |
| | | | | (5,894) | | | | | | (2,998) | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| ||||||
Other revenue
|
| | | | 58 | | | | | | 1 | | |
Services provided by other parties(a)
|
| | | | (2,364) | | | | | | (1,480) | | |
Taxes and fees
|
| | | | (8) | | | | | | (9) | | |
Other expenses
|
| | | | (16) | | | | | | (77) | | |
| | | | | (2,330) | | | | | | (1,565) | | |
Financial revenue
|
| |
November
30, 2020 |
| |
December
31, 2019 |
| ||||||
Financial investment yield
|
| | | | 37 | | | | | | 74 | | |
Discounts obtained
|
| | | | 50 | | | | | | 1 | | |
| | | | | 87 | | | | | | 74 | | |
Financial expenses
|
| |
November
30, 2020 |
| |
December
31, 2019 |
| ||||||
Discounts granted
|
| | | | (6) | | | | | | (3) | | |
Bank fees
|
| | | | (44) | | | | | | (14) | | |
Interest paid and fines
|
| | | | (46) | | | | | | (49) | | |
| | | | | (96) | | | | | | (66) | | |
Net financial revenue (expenses)
|
| | | | (9) | | | | | | 8 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| ||||||
Current income and social contribution taxes
|
| | | | (3,249) | | | | | | (1,109) | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Current income and social contribution taxes
|
| | | | (3,249) | | | | | | (1,109) | | |
Net revenues
|
| | | | 27,835 | | | | | | 10,152 | | |
Tax base — Deemed income (32%)
|
| | | | 9,554 | | | | | | 3,262 | | |
Income Tax — 15%
|
| | | | (1,433) | | | | | | (490) | | |
Surtax — 10%
|
| | | | (956) | | | | | | (326) | | |
Social Contribution Tax — 9%
|
| | | | (860) | | | | | | (293) | | |
Tax expenses
|
| | | | (3,249) | | | | | | (1,109) | | |
Effective rate
|
| | | | (11.67)% | | | | | | (10.92)% | | |
| | |
November 30, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||||||||||||||||||||||||||||||||||||||
Assets
|
| |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | | 97 | | | | | | 1,861 | | | | | | 97 | | | | | | 2,429 | | | | | | 399 | | | | | | 2,429 | | | | | | 1,373 | | | | | | 124 | | | | | | 1,373 | | |
Accounts receivable
|
| | | | — | | | | | | 9,992 | | | | | | — | | | | | | — | | | | | | 2,903 | | | | | | — | | | | | | — | | | | | | 1,134 | | | | | | — | | |
| | | | | 97 | | | | | | 11,853 | | | | | | 97 | | | | | | 2,429 | | | | | | 3,302 | | | | | | 2,429 | | | | | | 1,373 | | | | | | 1,258 | | | | | | 1,373 | | |
Liabilities | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Trade
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
accounts payable
|
| | | | — | | | | | | 908 | | | | | | — | | | | | | — | | | | | | 306 | | | | | | — | | | | | | — | | | | | | 59 | | | | | | — | | |
Lease liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | — | | | | | | 271 | | | | | | — | | | | | | — | | | | | | 346 | | | | | | — | | | | | | — | | | | | | 331 | | | | | | — | | |
| | | | | — | | | | | | 1,179 | | | | | | — | | | | | | — | | | | | | 652 | | | | | | — | | | | | | — | | | | | | 390 | | | | | | — | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Cash and cash equivalents
|
| | | | 1 | | | | | | — | | | | | | 1 | | |
Cash at banks and short-term financial investment
|
| | | | 1,957 | | | | | | 2,828 | | | | | | 1,496 | | |
Accounts receivable
|
| | | | 9,992 | | | | | | 2,903 | | | | | | 1,134 | | |
Short-term financial investment
|
| | |
|
11,950
|
| | | |
|
5,731
|
| | | |
|
2,631
|
| |
Non-derivative financial liabilities
|
| |
Book value
|
| |
Contract
value |
| |
Up to 12
months |
| |
1-2 years
|
| |
2-3 years
|
| |||||||||||||||
Trade accounts payable and other payables
|
| | | | 908 | | | | | | 908 | | | | | | 908 | | | | | | — | | | | | | | | |
Lease liabilities
|
| | | | 271 | | | | | | 325 | | | | | | 141 | | | | | | 100 | | | | | | 83 | | |
| | | | | 1,179 | | | | | | 1,233 | | | | | | 1,049 | | | | | | 100 | | | | | | 83 | | |
Assets with variable rates
|
| |
2020
|
| |
2019
|
| ||||||
Financial assets
|
| | | | 97 | | | | | | 2,429 | | |
Operation
|
| |
Balance as at
Nov. 30, 2020 |
| |
Risk
|
| |
Scenario I
(probable) |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
Interest subject to variation
|
| | | | 97 | | | |
Decrease in CDI
|
| | | | 2.75% | | | | | | 2.06% | | | | | | 1.38% | | |
Change in the return of financial investment
|
| | | | | | | | | | | | | 3 | | | | | | 2 | | | | | | 1 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Trade accounts payable and other payables
|
| | | | 4,215 | | | | | | 307 | | | | | | 285 | | |
Lease liabilities
|
| | | | 271 | | | | | | 346 | | | | | | 331 | | |
| | | | | 4,486 | | | | | | 653 | | | | | | 616 | | |
Cash and cash equivalents
|
| | | | (1,958) | | | | | | (2,828) | | | | | | (1,497) | | |
Net cash
|
| | | | 2,528 | | | | | | (2,175) | | | | | | (881) | | |
Total equity
|
| | | | 5,859 | | | | | | 5,132 | | | | | | 2,333 | | |
Net cash to equity ratio (%)
|
| | | | 43.15% | | | | | | (42.38)% | | | | | | (37.76)% | | |
Non-cash items:
|
| |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Increase in property, plant and equipment due to lease use rights established by IFRS 16
|
| | | | — | | | | | | 76 | | |
| | | | | — | | | | | | 76 | | |
|
Fernando Nigri Wolff
Managing Officer |
| |
Francisco Luciano Merege FLM
Assessoria Contábil LTDA |
|
|
Goldman Sachs & Co. LLC
|
| |
Morgan Stanley
|
|
|
Bradesco BBI
|
| |
Itau BBA
|
| |
UBS Investment Bank
|
|
Exhibit No.
|
| |
Description
|
|
23.01 | | | | |
23.02 | | | | |
23.03 | | | | |
23.04 | | | | |
23.05 | | | | |
24.01* | | | | |
99.01* | | | | |
99.02* | | | |
| | | | Zenvia Inc. | | ||||||
| | | | By: | | |
/s/ Cassio Bobsin
|
| |||
| | | | | | | Name: | | | Cassio Bobsin | |
| | | | | | | Title: | | |
Chief Executive Officer
|
|
| | | | By: | | |
/s/ Renato Friedrich
|
| |||
| | | | | | | Name: | | | Renato Friedrich | |
| | | | | | | Title: | | |
Chief Financial Officer
|
|
| | |
Name
|
| |
Title
|
|
By: | | |
/s/ Cassio Bobsin
Name: Cassio Bobsin
|
| | Chief Executive Officer (principal executive officer) and Director | |
| | | | ||||
By: | | |
/s/ Renato Friedrich
Name: Renato Friedrich
|
| | Chief Financial Officer (principal financial officer and principal accounting officer) | |
| | | | ||||
By: | | |
*
Name: Jorge Steffens
|
| | Director (Chairman) | |
| | | | ||||
By: | | |
*
Name: Carlos Henrique Testolini
|
| | Director | |
| | | | ||||
By: | | |
*
Name: Eduardo Aspesi
|
| | Director | |
| | | | ||||
By: | | |
/s/ Colleen A. De Vries
On behalf of Cogency Global Inc.
Name: Colleen A. De Vries Title: Senior Vice President |
| | Authorized Representative in the United States | |
|
*By: /s/ Cassio Bobsin
Name: Cassio Bobsin Attorney-in-fact |
| |
*By: /s/ Renato Friedrich
Name: Renato Friedrich Attorney-in-fact |
|
Exhibit 1.01
Zenvia Inc.
Class A Common Shares, par value US$0.00005 per share
Underwriting Agreement
[•], 2021
Goldman Sachs &
Co. LLC
Morgan Stanley & Co. LLC
Itau BBA USA Securities, Inc.
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282-2198
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
c/o Itau BBA USA Securities, Inc.
540 Madison Avenue, 24th Floor
New York, New York 10022
Ladies and Gentlemen:
Zenvia Inc., an exempted company incorporated under the laws of the Cayman Islands, with limited liability, having its registered office at Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KYI-1104, Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate (a) of [●] Class A common shares of the Company, par value US$0.00005 per share (the “Class A Common Shares”) of the Company (the “Firm Shares”) and (b), at the election of the Underwriters, up to [●] additional Class A Common Shares of the Company (the “Optional Shares”).
The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The Class A Common Shares to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Shares.”
In March 2021, the Company entered into certain share purchase agreements (the “Share Purchase Agreements”) with One To One Engine Desenvolvimento e Licenciamento de Sistemas de Informática S.A. – Direct One (“Target”) to acquire the entire share capital of Target (such acquisition, the “Target Acquisition”). The Target Acquisition is expected to be consummated in the second quarter of 2021, subject to customary closing conditions. For purposes of the representations and warranties contained in this Agreement, the terms “subsidiary” or “subsidiaries” are deemed to not include Target.
1. The Company represents and warrants to, and agrees with, each of the Underwriters that:
(i) A registration statement on Form F-1 (File No. 333-255269) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which, if filed, became effective upon filing, no other document with respect to the Initial Registration Statement has been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or under Section 8A of the Act has been initiated or, to the knowledge of the Company, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a “Preliminary Prospectus;” the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement;” the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(iii) hereof) is hereinafter called the “Pricing Prospectus;” such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus;” any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act is hereinafter called a “Section 5(d) Communication;” and any Section 5(d) Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter called a “Section 5(d) Writing;” and any “issuer free writing prospectus” and “broadly available road show” (or “bona fide electronic road show”) as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);
(ii) (A) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and (B) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) of this Agreement);
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(iii) For the purposes of this Agreement, the “Applicable Time” is [●] [a.m./p.m.] (Eastern time) on the date of this Agreement; the Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in Section 4(a) of this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus and each Section 5(d) Writing does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, and each Issuer Free Writing Prospectus and each Section 5(d) Writing, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery, will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;
(iv) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein (in the case of the Registration Statement only) or necessary in order to make the statements therein, in the case of the Prospectus only, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information;
(v) Neither the Company nor any of its subsidiaries has, since the date of the latest audited consolidated financial statements included in the Pricing Prospectus, (i) sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental or regulatory action, order or decree, except where such loss or interference would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect (as defined below) or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or (iii) incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole, in each case otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been (x) any material change in the share capital (other than as a result of (i) the exercise, if any, of share options or the award, if any, of share options or restricted shares in the ordinary course of business pursuant to the Company’s equity plans that are described in each of the Pricing Prospectus and the Prospectus or (ii) the issuance, if any, of shares upon conversion of Company securities as described in each of the Pricing Prospectus and the Prospectus) or long-term debt of the Company or any of its subsidiaries (other than regular payments pursuant to obligations disclosed in or contemplated by the Pricing Prospectus) or (y) any Material Adverse Effect (as defined below); as used in this Agreement, “Material Adverse Effect” shall mean any material adverse change or effect, individually or in the aggregate, (i) on the condition (financial or otherwise), business, properties or results of operations or prospects of the Company and its subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in each of the Pricing Prospectus and the Prospectus;
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(vi) The Company and its subsidiaries have good and marketable title to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances, claims, imperfections of title and defects except such as do not affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or except where the failure to so own such real properties and personal properties in such manner would not individually or in the aggregate result in a Material Adverse Effect; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries;
(vii) The Company and its subsidiaries maintain insurance covering their respective properties, operations, personnel and businesses as the Company reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate to protect the Company and its subsidiaries and their respective businesses; all such insurance is fully in force on the date hereof and will be fully in force at the time of purchase and each additional time of purchase, if any; neither the Company nor any of its subsidiaries has reason to believe that it will not be able to renew any such insurance as and when such insurance expires; and there is no material insurance claim made by or against the Company or any of its subsidiaries, pending, outstanding, or to the Company’s knowledge, threatened, and no facts or circumstances exist which would reasonably be expected to give rise to any such claim and all due premiums in respect thereof have been paid;
(viii) Each of the Company and its subsidiaries has been (i) duly organized and is validly existing and in good standing (to the extent such concept is applicable) under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own or lease its properties and conduct its business as described in the Pricing Prospectus, and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing (to the extent such concept is applicable) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect; and each subsidiary of the Company has been listed in the Registration Statement;
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(ix) The Company has an authorized capitalization as set forth in each of the Pricing Prospectus and the Prospectus under the caption “Capitalization” and all of the issued share capital of the Company, have been duly and validly authorized and issued and are fully paid and non-assessable and conform in all material respects to the description of the Company’s share capital contained in each of the Pricing Disclosure Package and the Prospectus; and all of the issued share capital of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;
(x) The Shares to be issued and sold by the Company to the Underwriters hereunder have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and will conform in all material respects to the description of the Company’s share capital contained in each of the Pricing Disclosure Package and the Prospectus. Except as disclosed in each of the Pricing Disclosure Package and the Prospectus, the shareholders of the Company have no preemptive rights with respect to the Shares and no option, warrants, or other rights to purchase agreements or other obligations to issue or rights to convert any securities for shares of capital stock of or ownership interests in the Company or any of its subsidiaries are outstanding;
(xi) The issue, offer and sale of the Shares to be sold by the Company and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated in this Agreement and the Pricing Prospectus will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except, in the case of this clause (A) for such defaults, breaches, or violations that would not, individually or in the aggregate, have a Material Adverse Effect, (B) the certificate of incorporation or by-laws (or other applicable organizational document) of the Company or any of its subsidiaries, or (C) any statute or any judgment, order, rule or regulation of any court or governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except in the case of this clause (C) for such defaults, breaches, or violations that would not, individually or in the aggregate, have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental or regulatory agency or body is required for the issue of the Shares to be sold by the Company and the sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained under the Act, (ii) the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements, (iii) the approval of the listing on NASDAQ Stock Market (the “Exchange”), which is subject only to official notice of issuance and (iv) such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;
(xii) Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws (or other applicable organizational document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) in default (or with the giving of notice or lapse of time would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their properties may be bound, except, in the case of the foregoing clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect;
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(xiii) The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Share Capital,” insofar as they purport to constitute a summary of the terms of the Company’s share capital and under the caption “Certain Tax Considerations,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;
(xiv) Other than as set forth in each of the Pricing Prospectus and the Prospectus, there are no actual or pending legal, governmental, regulatory or arbitral proceedings (including any inquiries or investigations by any governmental agency) pending to which the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company is a party or of which any property or assets of the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company is the subject which, if determined adversely to the Company or any of its subsidiaries (or such officer or director), would individually or in the aggregate have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental, regulatory or arbitral agencies, authorities or bodies that would individually or in the aggregate have a Material Adverse Effect; and there are no statutes, regulations, contracts or other documents that are required to be described in each of the Registration Statement, the Pricing Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required;
(xv) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);
(xvi) At the time of filing the Initial Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Act;
(xvii) KPMG Auditores Independentes (“KPMG”), who has audited the financial statements of the Company and its subsidiaries, as well as of Rodati Motors Corporation included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder whose registration has not been suspended or revoked and who have not requested such registration be withdrawn;
(xviii) BDO RCS Auditores Independentes S.S. (“BDO”), who has audited the consolidated financial statements of the Target and its subsidiaries and the financial statement of Smarkio Tecnologia Ltda. (“Smarkio”) included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent auditor as required by the Act and the rules and regulations of the Commission thereunder whose registration has not been suspended or revoked and who have not requested such registration be withdrawn;
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(xix) Except as disclosed in each of the Pricing Disclosure Package and the Prospectus, the Company maintains a system of internal control over financial reporting that is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with the International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and except as disclosed in each of the Pricing Prospectus and the Prospectus, the Company is not aware of any other material weaknesses in its internal control over financial reporting;
(xx) Except as disclosed in each of the Pricing Prospectus and the Prospectus, since the date of the latest audited consolidated financial statements included in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
(xxi) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;
(xxii) This Agreement has been duly authorized, executed and delivered by the Company;
(xxiii) None of the Company or any of its subsidiaries, or any director, officer nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (1) taken or will take any action in furtherance of an offer, payment, promise to pay or authorization or approval of the payment or receipt of any unlawful contribution, gift, entertainment or other unlawful expense; or any direct or indirect unlawful payment; or (2) violated, is in violation of, or will violate any provision of the Foreign Corrupt Practices Act of 1977 (“FCPA”), the Bribery Act 2010 of the United Kingdom, Brazil’s Anticorruption Law (Laws No. 12,846/2013) and 8,429/1992 and Brazilian Decree 8,420/2015, or any other applicable anti-bribery or anti-corruption law, or made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment. The Company and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws. None of the Company or its subsidiaries will, directly or indirectly, use the proceeds of the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity, for the purpose of financing or facilitating any activity that would violate any applicable anti-corruption law or regulation;
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(xxiv) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws, including, but not limited to the applicable rules of the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, to the extent applicable, as well as the applicable anti-money laundering laws of the various jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder and any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Company or any of its subsidiaries (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;
(xxv) (a) None of the Company or any of its subsidiaries or any director or officer thereof, nor, to the knowledge of the Company, any employee, agent or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are, currently (1) the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the Bureau of Industry and Security (“BIS”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, Her Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), or (2) otherwise named on any restricted parties list administered by such authorities, including the Denied Persons List or Entity List, or (3) located, organized or resident in, a country or territory that is the subject of Sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine), and (b) the Company will not, and will not permit subsidiaries to, directly or indirectly, use all or part of the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture, partner or other person or entity (x) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (y) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions or applicable export control laws and regulations administered by BIS or other relevant authorities, including the Export Administration Regulations (collectively, “Export Controls”). The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any person or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or Export Controls or would violate Sanctions or Export Controls;
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(xxvi) The financial statements, including the audited consolidated financial statements of (A) Zenvia Mobile Serviços Digitais S.A. (“Zenvia Brazil”) as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, (B) Rodati Motors Corporation (“Sirena”) as of July 23, 2020 and December 31, 2019 and for the period from January 1, 2020 to July 23, 2020 and for the year ended December 31, 2019, (C)Target as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020 and (D) Smarkio as of November 30, 2020 and December 31, 2019 and for the period of eleven months ended November 30, 2020 and for the year ended December 31, 2019, included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of Zenvia Brazil and its subsidiaries and Sirena, Target and Smarkio at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the Company and its subsidiaries and Sirena, Target and Smarkio for the periods specified; said financial statements have been prepared in conformity with IFRS applied on a consistent basis throughout the periods involved. The selected financial data and the summary financial data included in each of the Registration Statement, the Pricing Prospectus and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included therein. The unaudited pro forma condensed financial information and the related notes thereto included in each of the Registration Statement, the Pricing Prospectus and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma condensed financial information and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and are set forth in each of the Registration Statement, the Pricing Prospectus and the Prospectus. The pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein, and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. Except as included therein, no historical or pro forma financial information, or other financial statements required by Regulation S-X under the Act, including Rule 3-09 thereof, or supporting schedules are required to be included in each of the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder. All disclosures contained in the Registration Statement, the Pricing Prospectus and the Prospectus regarding “Non-IFRS financial measures” comply with the requirements for “Non-GAAP Financial Measures” under Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act; and the Company and its subsidiaries do not have any material off-balance sheet liabilities and obligations, except as otherwise disclosed in the Pricing Disclosure Package and the Prospectus;
(xxvii) From the time of initial confidential submission of a registration statement relating to the Shares with the Commission (or, if earlier, the first date on which a Section 5(d) Communication was made) through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”);
(xxviii) The Company is a “foreign private issuer” as defined in Rule 405 under the Act (a “Foreign Private Issuer”);
(xxix) Based upon the manner in which the Company currently operates its business, management’s estimates of the Company’s gross income and assets for the current taxable year, the Company’s business plans and the Company’s current interpretation of the “passive foreign investment company” (“PFIC”) provisions in the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations promulgated thereunder, the Company does not believe that it will be treated as a PFIC as defined in Section 1297 of the Code for the current taxable year or for the foreseeable future;
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(xxx) The Company and its subsidiaries own or possess sufficient rights to use all patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property (collectively, “Intellectual Property”) used in, held for use in or necessary for the conduct of the business now operated by them, except where the failure to own or possess any of the foregoing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any written notice or claim alleging any infringement, misappropriation, violation of or conflict with any such rights of others, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any party challenging the validity, scope, enforceability or ownership of any Intellectual Property owned by the Company or its subsidiaries, and all Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries, is valid and enforceable, and is owned free and clear of all liens, encumbrances, defects or other restrictions, except for such liens, encumbrances, defects or other restrictions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material trade secrets and confidential information owned, used or held for use by the Company or any of its subsidiaries;
(xxxi) The Company and its subsidiaries have complied in all material respects with their respective privacy policies and other legal obligations regarding the collection, use, transfer, storage, protection, disposal and disclosure by the Company and its subsidiaries of personal and user information gathered or accessed in the course of their respective operations, and with respect to all such information, the Company and its subsidiaries have taken the steps reasonably necessary to protect such information against loss and against unauthorized access, use, modification, disclosure or other misuse, and other than as set forth in the Pricing Prospectus, to the knowledge of the Company, there has been no unauthorized access to or other misuse of such information that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(xxxii) The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all applicable permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material Adverse Effect;
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(xxxiii) (A) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) to the extent applicable, each employee benefit plan (each, a “Plan”), within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company would have any liability, has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan; (iii) the fair market value of the assets of each Plan subject to Title IV of ERISA exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (iv) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan subject to Title IV of ERISA; (v) neither the Company nor any member of its “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (B)(i) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period) and (ii) there is no pending audit, or to the knowledge of the Company investigation, by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in material liability to the Company or its subsidiaries;
(xxxiv) Except as disclosed in each of the Registration Statement, the Pricing Prospectus and the Prospectus, the Company and its subsidiaries possess and are in compliance with all licenses, permits, certificates and other authorizations from, and have made all declarations and filings with, all governmental and regulatory authorities, required or necessary to own or lease, as the case may be, and to operate their respective properties and to carry on their respective businesses as now or proposed to be conducted as set forth in the Pricing Prospectus (“Permits”), except where the failure to obtain or to be in compliance with such Permits would not, individually or in the aggregate, have a Material Adverse Effect; the Company and its subsidiaries have fulfilled and performed all of their respective obligations with respect to such Permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder of any such Permit except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has any reason to believe that any such Permit will not be renewed in the ordinary course, except where such failure to renew would not individually or in the aggregate result in a Material Adverse Effect;
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(xxxv) Except as disclosed in each of the Registration Statement the Pricing Prospectus and the Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission, or the issuance and sale of the Shares;
(xxxvi) The Company and each of its subsidiaries have filed all tax returns required to be filed through the date of this Agreement or have requested extensions thereof (except, in each case, where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect) and have paid all taxes required to be paid thereon (except for cases in which the failure to pay would not, individually or in the aggregate, have a Material Adverse Effect, or, except as currently being contested in good faith and for which reserves required by IFRS have been created in the financial statements of the Company), and no unpaid tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had a Material Adverse Effect; neither the Company nor any of its subsidiaries have notice or knowledge of any unpaid tax deficiency which is reasonably expected to be determined adversely to the Company or its subsidiaries and would reasonably be expected to have a Material Adverse Effect;
(xxxvii) The Company and its subsidiaries taken as a whole are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are ordinary and customary in the businesses in which they are engaged;
(xxxviii) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, shareholders, or other affiliates of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in each of the Registration Statement or the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package;
(xxxix) Except for the appointment of the Underwriters, who may engage in stabilization activities and as to whose actions the Company makes no representation, the Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(xl) Any market and statistical information provided in the Pricing Disclosure Package and the Prospectus are based on or furnished by sources that the Company in good faith believes to be reliable and accurate in all material respects and, to the extent required, the Company has obtained written consent for the use of such data from such sources;
(xli) No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in any of the Pricing Disclosure Package and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith;
(xlii) There are no contracts, agreements or understandings between the Company and any person (other than this Agreement) that would give rise to a valid claim against the Company or any Underwriter for a broker’s commission, finder’s fee or other like payment in connection with the issuance and sale of the Shares to the Underwriters;
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(xliii) Except as disclosed in each of the Registration Statement, the Pricing Prospectus and the Prospectus, the Company has not sold, issued or distributed any Class A Common Shares during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified share option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants;
(xliv) The Company has no reason to believe that the indemnification provisions set forth in Section 9 hereof contravene Cayman Islands law or public policy;
(xlv) Except as disclosed in each of the Registration Statement, the Pricing Prospectus and the Prospectus, no stamp or other issuance of transfer taxes or duties and no capital gains, income or other taxes are payable by or on behalf of the Underwriters, or otherwise imposed on any payments made to the Underwriters, to any Cayman Islands authority or to any political subdivision or taxing authority thereof in connection with the (i) execution, delivery or performance by the Company of this Agreement or (ii) the initial sale and delivery of the Shares by the Underwriters to the initial purchasers hereof;
(xlvi) It is not necessary under the laws of the Cayman Islands that any Underwriter be licensed, qualified or entitled to carry on business in the Cayman Islands to enable such Underwriter to enforce its respective rights under this Agreement or the performance of the terms and conditions of this Agreement outside of the Cayman Islands. The Underwriters will not be deemed resident, domiciled, to be carrying on business or subject to taxation in the Cayman Islands solely by reason of the issuance, acceptance, delivery, performance or enforcement of this Agreement;
(xlvii) Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against the Company based upon the Agreement would be declared enforceable against the Company by the courts of the Cayman Islands and Brazil, without reconsideration or reexamination of the merits, provided that, in the case of the Cayman Islands, such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (iii) is final; (iv) is not in respect of taxes, a fine or a penalty; and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands; and (upon confirmation of such judgment by the Brazilian Superior Court of Justice in case of any judgment in Brazil) provided that, with respect to Brazil, such judgment (a) fulfills all formalities required for its enforceability under the laws of the country where the foreign judgment was granted; (b) is issued by a competent court and/or authority in the jurisdiction where it was awarded after proper service of process on the parties (and, if the relevant party is located in Brazil, service of process has been made in accordance with Brazilian law) or after sufficient evidence of the parties’ absence has been given, as required under applicable law; (c) is not against Brazilian public policy, national sovereignty or public morality (as provided in Article 17 of Decree Law No. 4,657/42, as well as in Articles 6 of STJ’s Resolution No. 9/2005, as amended); (d) is final and conclusive and, therefore, not subject to appeal in the jurisdiction where it was rendered and such judgment does not violate a final and unappealable decision issued by a Brazilian court; (e) is authenticated by a Brazilian consular office in the country where the foreign judgment is issued, except in case there is a bilateral agreement with the relevant country to waive such authentication by the Brazilian consulate or if it is apostilled by a competent authority of the State in which the decision was issued, according to the Hague Convention of October 5, 1961 Abolishing the Requirement of Legalization for Foreign Pubic Documents (“Apostille Convention”); and (f) is translated into Portuguese by a sworn translator in Brazil, unless an exemption is provided by an international treaty to which Brazil is a signatory; (h) such judgment does not conflict with a previous final and binding judgment on the same matter and involving the same parties issued in Brazil (res judicata); and (i) the applicable procedure under the law of Brazil with respect to the enforcement of foreign judgments is complied with;
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(xlviii) Neither the Company nor any of its subsidiaries or their properties or assets has immunity under the laws of the Cayman Islands or Brazil, or U.S. federal or New York state law from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of the courts of the Cayman Islands or Brazil, or the U.S. federal or New York state court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court with respect to their respective obligations, liabilities or any other matter under or arising out of or in connection herewith; and, to the extent that the Company or any of its subsidiaries or any of their properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings arising out of, or relating to the transactions contemplated by this Agreement, may at any time be commenced, the Company has, pursuant to Section 20 of this Agreement, waived, and it will waive, or will cause its subsidiaries to waive, such right to the extent permitted by law;
(xlix) The choice of laws of the State of New York as the governing law of the Agreement which has been made in good faith (the “Governing Law”) is a valid choice of law under the laws of the Cayman Islands and Brazil (to the extent such jurisdiction is applicable for purposes of this Agreement) and will be recognized and given effect by the courts of the Cayman Islands and Brazil (to the extent such jurisdiction is applicable for purposes of this Agreement), except for: (a) in the case of the Cayman Islands, those laws (i) which such court considers to be procedural in nature; (ii) which are revenue or penal laws; or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands; and (b) in the case of Brazil (to the extent such jurisdiction is applicable for purposes of this Agreement), the choice of law will only be honored provided that (i) that these laws as interpreted are not found to contravene Brazilian public policy, national sovereignty and good morals, (ii) the contractual language makes it clear that the New York courts have exclusive jurisdiction; (iii) the contract is considered to be international by Brazilian courts; (iv) the clause of submission to an exclusive jurisdiction is not considered abusive by Brazilian courts and (v) Brazilian courts do not have exclusive jurisdiction over any dispute arising therefrom and, subject to the restrictions described under the caption “Enforceability of Civil Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus and provided that, in the case of the Cayman Islands, such choice of law has been made in good faith and will be upheld by the courts of New York as a matter of the Governing Law. For the purposes of (b)(v) of this paragraph, Brazilian courts have exclusive jurisdiction over matters involving: (i) bankruptcy, insolvency, liquidation, reorganization, moratorium, judicial recovery (recuperação judicial) or extrajudicial recovery (recuperação extrajudicial) or other similar laws affecting creditors’ rights generally, (ii) certain credits, such as costs related to proceedings (i.e., trustees’ fees), credits granted to the Company after filing of judicial recovery (recuperação judicial), labor claims, secured credits by fiduciary or in rem guarantees up to the value of the secured assets, social security and tax claims (except for tax penalties) and other claims enjoying special or general privilege or statutorily preferred claims, (iii) possible unavailability of specific performance, summary judgment (processo executivo) or injunctive relief, (iv) concepts of materiality, reasonableness, good faith, public policy and fair dealing, and (v) other laws of general application relating to or affecting the rights of creditors generally, including (without limitation) fraudulent conveyance. The Company has the power to submit, and pursuant to Section 18 of this Agreement and to the extent permitted by law, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court;
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(l) The legality, validity, enforceability or admissibility into evidence of this Agreement in any jurisdiction in which the Company is organized or does business is not dependent upon this Agreement being submitted into, filed or recorded with any court or other authority in any such jurisdiction on or before the date hereof or that any tax, imposition or charge be paid in any such jurisdiction on or in respect of this Agreement, other than court costs (including, without limitation, filing fees), except that, (A) Cayman Islands stamp duty would be required to be paid before this Agreement could be admitted into evidence before the courts of the Cayman Islands, and (B) for the purpose of enforcing and admitting this Agreement executed outside Brazil into evidence before the public agencies and courts in Brazil (to the extent such jurisdiction is applicable for purposes of this Agreement): (i)(a) the signatures of the parties executing this Agreement outside Brazil shall have been notarized by a notary public licensed as such under the law of the place of signing and the signature, capacity and, where appropriate, the identity of the seal or stamp of such notary public must be authenticated by a consular official of Brazil having jurisdiction over the place of signing (except in case there is a bilateral agreement with the relevant country to waive such authentication or apostilled in case the relevant country is signatory to the Apostille Convention); (b) this Agreement and the apostille, if applicable, shall have been translated into Portuguese by a sworn translator; and (c) this Agreement (together with its respective sworn translation) shall have been registered with the appropriate Registry of Titles and Deeds in Brazil which has jurisdiction over the place where the head office of the Company is located, which registration can be made at any time before judicial enforcement in Brazil; or (ii) if the state in which this Agreement was executed is party to the Apostille Convention, (a) an authority designated by the state in which this Agreement is executed (“Competent Authority”) shall have issued a certificate that authenticates the origin of this Agreement (“Apostille”) and (b) the Apostille and this Agreement shall have been translated into the Portuguese language by a sworn translator;
(li) Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is a party to a binding letter of intent, binding accepted term sheet or similar instrument or any binding agreement that contemplates an acquisition, disposition, transfer or sale of the assets (as a going concern) or share capital of the Company or of any subsidiary or business unit or any similar business combination transaction which would be material to the Company and its subsidiaries taken as a whole;
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(lii) (i)(x) There has been no security breach or attack or other compromise of or relating to any of the Company’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (“IT Systems and Data”), except where such security breach, attack or other compromise would not, individually or in the aggregate, have a Material Adverse Effect, and (y) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach, attack or compromise to their IT Systems and Data, and (ii) the Company and its subsidiaries have complied, and are presently in compliance, with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except where such noncompliance with such laws, statutes, judgment, order, rule or regulations or internal policies or contractual obligations would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries have implemented backup and disaster recovery processes consistent with industry standards and practices;
(liii) Neither the Company nor its subsidiaries have any debt securities or preferred stock that are rated by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and
(liv) To the Company’s knowledge each of the representations and warranties with respect to the Target set forth in Section IX of the Share Purchase Agreements is true and correct in all material respects as of the date hereof (or in all respects if such representations and warranties are already qualified as to materiality).
2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of US$[●], the number of Firm Shares as set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Representatives, on behalf of the Underwriters, shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price per share set forth in clause (a) of this Section 2 (provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares), that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.
The Company hereby grants to the Underwriters the right to purchase at their election up to [●] Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised in whole or in part only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (as defined in Section 4(a) hereof) or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
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3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Pricing Prospectus and the Prospectus.
4. (a) The Shares to be purchased by each Underwriter hereunder, in book-entry form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter to the Company in U.S. dollars of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Company to the Representatives at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on May [●], 2021 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in each written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called a “Subsequent Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery.”
(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(o) hereof will be delivered at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.
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5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery provided that consent by you to any such amendment or supplement shall not be unreasonably withheld after reasonable notice by the Company to you requesting such amendment or supplement; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;
(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(d) To make generally available to its securityholders as soon as practicable (which may be satisfied by filing with the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EDGAR”), but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);
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(e) (i) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Company Lock-Up Period”), not to, and not publicly disclose an intention to, (1) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase Common Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Shares or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares or any such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise (other than the Shares to be sold hereunder or pursuant to employee share option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC. The restrictions contained in the preceding sentence shall not apply to (a) the Shares to be sold hereunder; (b) the grant by the Company of any options, warrants or shares or the issuance by the Company of Class A Common Shares upon the exercise of an option or warrant or under the Company’s long-term incentive plan described in each of the Registration Statement, the Pricing Prospectus and the Prospectus; (c) the issuance by the Company of Class A Common Shares upon the conversion of a security, as described in each of the Registration Statement, the Pricing Prospectus and the Prospectus, outstanding on the date hereof; (d) any issuance by the Company of Class A Common Shares in connection with a merger, acquisition, joint venture or strategic participation entered into by the Company, provided that the aggregate number of Class A Common Shares issued or issuable under this clause (d) shall not exceed (i) 10% of the issued and outstanding capital stock of the Company as of the date of such merger, acquisition, joint venture or strategic participation, as the case may be and (ii) the recipient of such Class A Common Shares shall have executed and delivered to Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC a letter or letters, substantially in the form of Annex I hereto; (e) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to the Company’s current or contemplated long term incentive plans described in each of the Registration Statement, the Pricing Prospectus and the Prospectus; (f) a confidential or non-public submission of a registration statement with the Commission during the Company Lock-Up Period, provided that (x) no public announcement of such confidential or non-public submission shall be made and (y) no such confidential or non-public submission shall become a publicly available registration statement during the Company Lock-Up Period; or (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Class A Common Shares, provided that (i) such trading plans does not provide for the transfer of Class A Common Shares during the Company Lock-up Period and (ii) no public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan.
(ii) If Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in the lock-up letter described in Section 8(n) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Annex II hereto through a major news service at least two business days before the effective date of the release or waiver;
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(f) For so long as the Company is subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, to furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its shareholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail, provided, however, that the Company may satisfy the requirements of this subsection by filing such information through the EDGAR;
(g) During a period of two years from the effective date of the Registration Statement, for so long as the Company is subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, to furnish to you copies of all reports or other communications (financial or other) furnished to shareholders, and to deliver to you as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its shareholders generally or to the Commission), provided, however, that the Company shall not be required to provide documents that are available through EDGAR or on the Company’s website;
(h) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;
(i) To use its best efforts to list for trading, subject to official notice of issuance, the Shares on the Exchange;
(j) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures (16 CFR 202.3a);
(k) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted, on a non-exclusive basis without any fee and may not be assigned or transferred;
(l) To promptly notify you if the Company ceases to be an Emerging Growth Company or a Foreign Private Issuer at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Act and (ii) the completion of the Company Lock-Up Period referred to in Section 5(e)(i) hereof;
(m) The Company will deliver to each Underwriter (or its agent), on or prior to the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification; and
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(n) That all payments to be made by the Company under this Agreement shall be paid free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, fees, assessments or other charges and all interest, penalties or similar liabilities with respect thereto (“Taxes”) unless the Company is compelled by law to deduct or withhold such Taxes. If any Taxes are now or subsequently become required by law to be deducted or withheld in connection with any such payment, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made, provided, however, that no such additional amounts shall be payable (i) to any payee to the extent such payee is subject to such Taxes by reason of any present or former connection between such payee and the applicable taxing jurisdiction, otherwise than solely from the execution, delivery and performance of this Agreement or any other document executed or delivered by the Company in connection herewith or the receipt of payments hereunder or thereunder, or (ii) to the extent that any such Taxes would not have been imposed but for the failure by such payee to provide, to the extent it was able to do so, by using commercially reasonable efforts, such information or documentation reasonably requested by the Company and that was required to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection of such payee with any applicable taxing jurisdiction, if compliance by such payee with such certification, identification or other reporting requirement was required by such taxing jurisdiction as a pre-condition to exemption from, or reduction in the rate of, such Tax.
6. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; and each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II(c) hereto;
(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show;
(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Section 5(d) Writing any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Section 5(d) Writing would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Section 5(d) Writing or other document which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with the Underwriter Information;
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(d) The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Section 5(d) Communications, other than Section 5(d) Communications with the prior consent of the Representatives with entities that are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a) under the Act; and (ii) it has not distributed, or authorized any other person to distribute, any Section 5(d) Writings, other than those distributed with the prior consent of the Representatives that are listed on Schedule II(b) hereto; and the Company reconfirms that the Underwriters have been authorized to act on its behalf in engaging in Section 5(d) Communications; and
(e) Each Underwriter represents and agrees that any Section 5(d) Communications undertaken by it were with entities that such Underwriter reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a) under the Act.
7. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsels and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Section 5(d) Writing, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, excluding the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Shares; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) all expenses of the Company incurred in connection with any “road show” presentation to potential investors (excluding expenses incurred by the Underwriters in connection therewith); and (ix) all other costs and expenses of the Company incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that except as provided in this Section 7 and Sections 9 and 12, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, “road show” and other out-of-pocket expenses, any other costs other payable by the Underwriters on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.
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8. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all materials required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened by the Commission; no stop order suspending or preventing the use of the Pricing Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or, to the knowledge of the Company, threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b) Davis Polk & Wardwell LLP, U.S. counsel for the Underwriters, shall have furnished to you its opinion and negative assurance letter, dated such Time of Delivery, in form and substance satisfactory to you with respect to such matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;
(c) Tauil & Chequer Advogados, Brazilian counsel for the Underwriters, shall have furnished to you its opinion and negative assurance letter, dated such Time of Delivery, in form and substance satisfactory to you with respect to such matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;
(d) Simpson Thacher & Bartlett LLP, U.S. counsel for the Company, shall have furnished to you its opinion and negative assurance letter, dated such Time of Delivery, in form and substance satisfactory to you;
(e) Pinheiro Neto Advogados, Brazilian counsel for the Company, shall have furnished to you its opinion and negative assurance letter, dated such Time of Delivery, in form and substance satisfactory to you;
(f) Maples and Calder, Cayman Islands counsel for the Company, shall have furnished to you its opinion, dated such Time of Delivery, in form and substance satisfactory to you;
(g) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, KPMG and BDO shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that the letters delivered on a Time of Delivery shall use a “cut-off date” not earlier than three business days before such Time of Delivery;
(h) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, the Underwriters shall have received certificates, dated the respective dates of delivery thereof, in form and substance satisfactory to you, signed by (i) the Chief Financial Officer of the Company, and (ii) the Chief Financial Officer of Target;
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(i) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited consolidated financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental or regulatory action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the share capital or long-term debt of the Company or any of its subsidiaries (other than regular payments pursuant to obligations disclosed in or contemplated by the Pricing Prospectus) or any change or effect in or affecting (x) the business, properties, general affairs, management, financial position, shareholders’ equity, prospects or results of operations of the Company and its subsidiaries, taken as a whole, or (y) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(j) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange or the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by U.S. Federal, New York State, Cayman Islands or Brazilian authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, the Cayman Islands or Brazil; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States, the Cayman Islands or Brazil or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(k) The Shares to be sold at such Time of Delivery shall have been duly listed and admitted and authorized for trading, subject to official notice of issuance, on the Exchange;
(l) The Company shall have obtained and delivered to the Underwriters executed copies of the lock-up agreement from certain shareholders, and all directors and officers of the Company, listed on Schedule III hereto, substantially to the effect set forth in Annex I hereto;
(m) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;
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(n) The Shares shall have been made eligible for clearance and settlement through DTC; and
(o) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company, satisfactory to you as to the accuracy of the representations and warranties of the Company, herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to such other matters as you may reasonably request, and the Company shall have furnished or caused to be furnished certificates as to the matters set forth in subsections (a) and (k) of this Section 8.
9. (a) The Company will indemnify and hold harmless each Underwriter, its officers, partners, members, directors and its affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act and Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter, its officers, partners, members, directors and its affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act and Section 20 of the Exchange Act, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, including any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”), or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Section 5(d) Writing, or (2) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent, and only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Section 5(d) Writing, in reliance upon and in conformity with the Underwriter Information (as defined below);
(b) Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company, its officers, partners, members, directors and its affiliates and each person, if any, who controls the Company within the meaning of Section 15 of the Act and Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, including any roadshow, or any Section 5(d) Writing, or (2) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow, or any Section 5(d) Writing, in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the [•] paragraph under the caption “Underwriting.”
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(c) Promptly after receipt by an indemnified party under subsection (a) or (b) of this Section 9 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided that in any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
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(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, on the one hand, and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Company, bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand and of the Underwriters, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand, or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters, as applicable, were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which (x) the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds(y) the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and the Exchange Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company, within the meaning of the Act and the Exchange Act.
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10. (a) If any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder at a Time of Delivery, the non-defaulting Underwriters may in their discretion arrange the purchase of such Shares by one or all of the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained herein. If within thirty six hours after such default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, the non-defaulting Underwriters or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Shares.
(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter or Underwriters agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to a Subsequent Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Shares.
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12. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason any Shares are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel to the Underwriters, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.
13. In all dealings hereunder, the Representatives shall act jointly on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly as the Representatives.
In accordance with the requirements of the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, e-mail, telex or facsimile transmission to you as the Representatives at (i) Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; (ii) Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; and (iii) Itau BBA USA Securities, Inc., 540 Madison Avenue, 24th Floor, New York, New York 10022, Attention: Chief Compliance Officer (Facsimile: +1 (212) 710-6734). Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.
16. (a) The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, and (iv) the Company has consulted its own legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company in connection with such transaction or the process leading thereto.
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17. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters with respect to the subject matter hereof.
18. THIS AGREEMENT AND ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW THAN THE LAWS OF THE STATE OF NEW YORK. The Company agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction in which the Company is subject by a suit upon such judgment. The Company irrevocably appoints Cogency Global Inc, located at 122 East 42th Street, 18th Floor, New York, NY 10168, as its authorized agent to receive service of process or other legal summons for purposes of any suit or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service to the Company, by the person serving the same to the address provided in this Section 18, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven years from the date of this Agreement.
19. The Company agrees to indemnify each Underwriter, its directors, officers, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any loss incurred by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
20. The Company undertakes to pay and bear any stamp, issuance, registration, capital, transfer or similar taxes or duties, including all interest and penalties, and otherwise to indemnify and hold harmless each Underwriter against any such taxes or duties, arising in connection with the purchase, sale, transfer and delivery of the Shares by the Company pursuant to this Agreement, including (without limitation): (i) the issuance, sale, transfer and delivery of the Shares to or for the respective accounts of the several Underwriters, and (ii) the execution and delivery of and the performance under this Agreement.
30
21. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) the Cayman Islands, or any political subdivision thereof, (ii) Brazil, or any political subdivision thereof, (iii) the United States or the State of New York, or (iv) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to itself or its property and assets or this Agreement, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.
22. the Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
23. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
24. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.
25. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
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For purposes of this Section 25, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k), “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b), “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable, and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof.
[Signature Pages Follow]
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Very truly yours, | ||
Zenvia Inc. | ||
By: | ||
Name: | ||
Title: |
Accepted as of the date hereof
in New York, New York.
Goldman Sachs & Co. LLC | ||
By: | ||
Name: | ||
Title: |
Morgan Stanley & Co. LLC | ||
By: | ||
Name: | ||
Title: |
Itau BBA USA Securities, Inc. | ||
By: | ||
Name: | ||
Title: | ||
On behalf of each of the Underwriters |
SCHEDULE I
Underwriter |
Total Number
of Firm Shares to be Purchased |
Number of
Optional Shares to be Purchased if Maximum Option is Exercised |
||
Goldman Sachs & Co. LLC | ||||
Morgan Stanley & Co. LLC | ||||
Itau BBA USA Securities, Inc. | ||||
UBS Securities LLC | ||||
Banco Bradesco BBI S.A. | ||||
XP Investments US, LLC | ||||
Total |
SCHEDULE II
(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package
Electronic roadshow, dated [●].
(b) Section 5(d) Writings
[None.]
(c) Information other than the Pricing Prospectus that comprises the Pricing Disclosure Package
(i) | [Issuer Free Writing Prospectuses included in the Pricing Disclosure Package; and] |
(ii) | Pricing Information Provided Orally by the Underwriters, which consists of: |
· | The initial public offering price per share for the Shares is US$[●]; |
· | The aggregate number of Shares offered by the Company is [●]. |
SCHEDULE III
1. | Jorge Steffens |
2. | Cassio Bobsin |
3. | Carlos Henrique Testolini |
4. | Eduardo Aspesi |
5. | Ana Dolores Moura Carneiro de Novaes |
6. | Renato Friedrich |
7. | Lilian Lima |
8. | Murilo Costa |
9. | Gabriela Ferreira Vargas |
10. | Raphael Godoy |
11. | Rogério da Costa Perez |
12. | Oria Zenvia Co-investment Holdings, LP |
13. | Oria Zenvia Co-investment Holdings II, LP |
14. | Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia |
15. | Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia |
ANNEX I
FORM OF LOCK-UP AGREEMENT
Zenvia Inc.
Lock-Up Agreement
[●], 2021
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
Itau BBA USA Securities, Inc.
As representatives of the several Underwriters
named in Schedule I to the Underwriting Agreement,
c/o Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282-2198
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
c/o Itau BBA USA Securities, Inc.
540 Madison Avenue, 24th Floor
New York, New York 10022
Re: Zenvia Inc. - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Zenvia Inc., an exempted company incorporated under the laws of the Cayman Islands, with limited liability, having its registered office at Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KYI-1104, Cayman Islands (the “Company”), providing for the initial public offering (the “Initial Public Offering”) of [●] Class A common shares of the Company, par value US$0.00005 per share, (the “Class A Common Shares”) pursuant to a Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the “SEC”).
In consideration of the agreement by the Underwriters to offer and sell the Class A Common Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 180 days after the date set forth on the final prospectus used to sell the Class A Common Shares (the “Lock-Up Period”), the undersigned will not, and will not publicly disclose an intention to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of any Class A Common Shares, or any options or warrants to purchase any Class A Common Shares, or any securities convertible into, exchangeable for or that represent the right to receive Class A Common Shares (including Class B common shares, as the case may be), or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Shares, whether any such aforementioned transaction is to be settled by delivery of the Class A Common Shares or such other securities (including Class B common shares, as the case may be), in cash or otherwise, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). In addition, the undersigned agrees that, without the prior written consent of Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Undersigned’s Shares or any security convertible into or exercisable or exchangeable for Class A Common Shares (including Class B common shares, as the case may be), if such demand or exercise of registration rights would require the Company during the Lock-up Period to file, or make a public announcement or disclosure of its intention to file, a registration statement, or would otherwise require or result in a public announcement or disclosure by the undersigned. The foregoing restrictions shall not apply to any Shares sold to the Underwriters in the Initial Public Offering pursuant to the Underwriting Agreement or as otherwise provided herein.
The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably would be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. If the undersigned is an officer or director of the issuer, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Class A Common Shares the undersigned may purchase in the offering.
Notwithstanding the foregoing, and provided that the undersigned is (a) not required to effect any public filing or report regarding such transfers described in clauses (i) – (iv) and (vi) below, and (b) does not voluntarily effect any public filing or report regarding such transfers described in clauses (i) – (iv), (vi) and (viii) below, the undersigned or any of its affiliates (as the case may be) may transfer the Undersigned’s Shares:
(i) | as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; |
(ii) | to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); |
(iii) | if such transfer occurs by reason of a will or under the laws of descent, or pursuant to statutes governing the effects of a qualified domestic order or divorce settlement; provided that the transferee agrees to be bound in writing by the restrictions set forth herein; |
(iv) | in transactions relating to Class A Common Shares or other securities acquired in open market transactions after the completion of the Initial Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Class A Common Shares or other securities acquired in such open market transactions; |
(v) | after the consummation of the Initial Public Offering, pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s share capital involving a change of control of the Company that has been approved by the Company’s board of directors; provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to the provisions of this Lock-Up Agreement; and provided further that “change of control” as used herein, shall mean a change in ownership of not less than eighty-five percent (85%) of all of the voting stock of the Company; |
(vi) | pursuant to the Underwriting Agreement and any reclassification, conversion or exchange in connection with such sale of Class A Common Shares; |
(vii) | as a result of the operation of law, or pursuant to an order of a court or regulatory agency; or |
(viii) | with the prior written consent of Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC on behalf of the Underwriters. |
In addition, notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) to any subsidiary or “affiliate” (as such term is defined under the Securities Act of 1933, as amended) of such entity (including without limitation, if the undersigned is a fund, to funds under common management or control), (ii) if the undersigned is an individual, to any immediate family member or any entity controlled by the undersigned and (iii) if the undersigned is an entity, as distribution to partners, members, shareholders or holders of similar equity interests in the undersigned; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such shares subject to the provisions of this Lock-up Agreement and there shall be no further transfer of such shares except in accordance with this Lock-up Agreement, and provided further that (1) any such transfer shall not involve a disposition for value and (2) the undersigned is not required to and does not voluntarily effect any public filing or report regarding such transfers. The undersigned now has, and, except in the case of permitted transfers as contemplated above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.
In addition, notwithstanding the foregoing, this Lock-Up Agreement shall not restrict the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Class A Common Shares, provided that (a) such plan does not provide for the transfer of Class A Common Shares during the Lock-up Period and (b) neither the Company nor the undersigned shall effect any public filing or report regarding the establishment of the trading plan.
In addition, notwithstanding the foregoing, if the undersigned is a director or officer of the Company, without the prior written consent of Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, the undersigned may exercise any rights to purchase, exchange or convert any stock options granted to the undersigned pursuant to the Company’s equity incentive plans referred to each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, or any options, warrants or other securities convertible into or exercisable or exchangeable for shares of Class A Common Shares, which options, warrants or other securities are described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that (1) no filings shall be required or made during the Lock-Up Period, (2) the underlying Class A Common Shares continue to be subject to the restrictions set forth in this Lock-Up Agreement, and (3) neither the Company nor the undersigned otherwise voluntarily effects any other public filings, announcements or reports regarding such exercise during the Lock-Up Period.
[In the event that, during the Lock-Up Period, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC release or waive, in full or in part, any prohibition set forth in this Lock-Up Agreement in respect of share capital held by any Significant Holder (as defined below) (a “Triggering Release”), the same percentage of share capital of the undersigned as the percentage of share capital being released in the Triggering Release represents with respect to the share capital held by such Significant Shareholder (calculated as a percentage of the total outstanding share capital held by such Significant Holder) at the time of the request of the Triggering Release shall be automatically and concurrently released from this Lock-Up Agreement to the same extent. For the purposes of the foregoing, a “Significant Holder” shall mean any person or entity that beneficially owns 1% or more of the total outstanding share capital at the time of such Triggering Release. Notwithstanding the foregoing, the provisions of this paragraph will not apply (1) if the release or waiver is effected solely to permit a transfer not involving a disposition for value, (2) if the transferee agrees in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of transfer, (3) if the release or waiver is granted to a Significant Holder in an amount, individually or in the aggregate with any prior releases or waivers, of less than or equal to 1% of the total outstanding share capital at the time of such release or waiver, or (4) if such release or waive, in full or in part, is in connection with any underwritten public offering, whether or not such offering or sale is wholly or partially a secondary offering of the Class A Common Shares during the Lock-Up Period. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC shall use commercially reasonable efforts to notify the undersigned within two business days of the occurrence of a Triggering Release; provided that the failure to provide such notice to the undersigned shall not give rise to any claim or liability against Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC or the Underwriters. The undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s share capital except in compliance with the foregoing restrictions.]
This Lock-Up Agreement shall automatically terminate, and the undersigned will be released from all obligations hereunder, upon the earliest to occur, if any, of (a) the date on which the Company, or the Representative on behalf of the Underwriters, advises the other party in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (b) termination of the Underwriting Agreement before the closing of the Offering or (c) [⦁], 2021, in the event that the Underwriting Agreement has not been executed by such date.
The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Initial Public Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Initial Public Offering, the Underwriters are not making a recommendation to you to participate in the Initial Public Offering or sell any Shares at the price determined in the Initial Public Offering, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.
The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Initial Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. This Lock-up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
[Remainder of page intentionally left blank.]
Very truly yours, | |
Exact Name of Shareholder or Optionholder | |
Authorized Signature | |
Title |
ANNEX II
FORM OF PRESS RELEASE
Zenvia Inc.
[Date]
Zenvia Inc., an exempted company incorporated under the laws of the Cayman Islands, with limited liability (the “Company”), announced today that Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, the lead book-running managers in the recent public sale of shares of the Company’s Class A Common Shares, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s Class A Common Shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date.
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Exhibit 5.01
Our ref FWO/779735-000001/66257025v5
To: Zenvia Inc.
PO Box 309, Ugland House
Grand Cayman KY1-1104
Cayman Islands
10 May 2021
Dear Sirs
Zenvia Inc.
We have acted as counsel as to Cayman Islands law to Zenvia Inc. (the "Company") in connection with the Company's registration statement on Form F-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "SEC") under the United States Securities Act of 1933, as amended (the "Securities Act") (including its exhibits, the "Registration Statement") in connection with the initial public offering of an aggregate of 12,909,091 Class A common shares of US$0.00005 par value each in the capital of the Company (and up to an additional 1,936,364 Class A Common Shares to cover the underwriters option to purchase additional shares, if exercised, the "Shares") pursuant to an Underwriting Agreement (the "Underwriting Agreement") to be entered into among the Company, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters named in schedule I to the Underwriting Agreement.
1 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
1.1 | The certificate of incorporation dated 3 November 2020 and the amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 7 May 2021 (the "Memorandum and Articles"). |
1.2 | The written resolutions of the board of directors of the Company dated 8 May 2021 (the "Resolutions") and the corporate records of the Company maintained at its registered office in the Cayman Islands. |
1.3 | A certificate of good standing with respect to the Company issued by the Registrar of Companies dated 10 May 2021 (the "Certificate of Good Standing"). |
1.4 | A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's Certificate"). |
1.5 | A draft of the Underwriting Agreement. |
1.6 | The Registration Statement. |
2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate. |
2.2 | All signatures, initials and seals are genuine. |
2.3 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Registration Statement or the Underwriting Agreement. |
2.4 | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the laws of the State of New York or the laws of Brazil. |
2.5 | The Company will receive money or money's worth in consideration for the issue of the Shares, and none of the Shares were or will be issued for less than par value. |
2.6 | The Shares that will be issued and sold pursuant to the Underwriting Agreement will be duly registered, and will continue to be registered, in the Company’s register of members (shareholders). |
2.7 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Shares. |
Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.
3 | Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
3.2 | The Shares to be issued by the Company as contemplated by the Registration Statement and the Underwriting Agreement have been duly authorised for issue and when such Shares are issued by the Company in accordance with the Memorandum and Articles and upon payment in full being made therefor as contemplated in the Registration Statement and the Underwriting Agreement and such Shares being entered as fully-paid on the register of members of the Company, such Shares will be validly issued, fully-paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
4.1 | To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
4.2 | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
4.3 | In this opinion letter, the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
4.4 | We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Registration Statement. |
We express no view as to the commercial terms of the Registration Statement or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the SEC thereunder.
The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Shares and express no opinion or observation upon the terms of any such document.
Yours faithfully
/s/ Maples and Calder (Cayman) LLP
Maples and Calder (Cayman) LLP
Zenvia Inc.
PO Box 309, Ugland House
Grand Cayman KY1-1104
Cayman Islands
10 May 2021
To: Maples and Calder (Cayman) LLP
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Dear Sirs
Zenvia Inc. (the "Company")
I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:
1 | The Memorandum and Articles remain in full force and effect and are unamended. |
2 | The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company. |
3 | The Resolutions were duly passed in the manner prescribed in the Company’s memorandum and articles of association in effect at the time (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect. |
4 | The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way. |
5 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Registration Statement. |
6 | The directors of the Company at the date of Resolutions and at the date of this certificate were and are as follows: Jorge Steffens, Cassio Bobsin, Carlos Henrique and Eduardo Aspesi. |
7 | The authorised share capital of the Company is US$50,000 divided into 1,000,000,000 shares of a nominal or par value of US$0.00005 each which, at the date the Memorandum and Articles became effective, comprise (i) 500,000,000 Class A Common Shares; and (ii) 250,000,000 Class B Common Shares (which Class B Common Shares may be converted into Class A Common Shares in the manner contemplated in the Articles of Association of the Company); and (iii) 250,000,000 shares of such class or classes (howsoever designated) and having the rights as the Board may determine from time to time in accordance with Article 4 of the Articles of Association of the Company. |
8 | The issued share capital of the Company prior to the issue of the Shares (as defined in the Underwriting Agreement) is 23,708,300 Class B Common Shares and 199,710 Class A Common Shares of a par value of US$0.00005 each, which have been issued as fully paid and non assessable. |
9 | The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be. |
10 | Prior to, at the time of, and immediately following the approval of the transactions the subject of the Registration Statement the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions the subject of the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference. |
11 | Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion. |
12 | The Company has received or will receive money or money's worth in consideration for the issue of the Shares and none of the Shares will be issued for less than par value. |
13 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets. |
I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.
Signature: | ||
Name: | ||
Title: | Director |
Exhibit 23.01
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated May 5, 2021, with respect to the consolidated statements of financial position of Zenvia Mobile Serviços Digitais S.A. as of December 31, 2020 and 2019, the related consolidated statements of profit or loss and other comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2020, and the related notes, included herein and to the reference to our firm under the heading ‘Experts’ in the registration statement.
/s/ KPMG Auditores Independentes | |
KPMG Auditores Independentes |
May 10, 2021
Exhibit 23.02
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 24, 2021, with respect to the consolidated statements of financial position of Rodati Motors Corporation as of July 23, 2020 and December 31, 2019, the related consolidated statements of profit or loss and other comprehensive income, cash flows, and changes in equity for the period from January 1 to July 23,2020 and for the year ended December 31,2019, and the related notes, included herein and to the reference to our firm under the heading ‘Experts’ in the registration statement.
Our qualified report dated March 24, 2021, contains an explanatory paragraph that states the consolidated financial statements are not presented in accordance with International Accounting Standard 1 – Presentation of Financial Statements, as they do not include the consolidated statement of financial position and related notes as of July 23, 2019 and the related statements of consolidated profit or loss and other comprehensive income, changes in equity, cash flows and the related notes for the comparative period from January 1 to July 23, 2019, which constitute a departure from International Financial Reporting Standards as issued by the International Accounting Standards Board.
/s/ KPMG Auditores Independentes | |
KPMG Auditores Independentes |
May 10, 2021
Exhibit 23.03
Consent of Independent Accountant
Zenvia Inc
The Cayman Islands
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated March 18, 2021, relating to the consolidated financial statements of One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática S.A., which is contained in that Prospectus.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO RCS Auditores Independentes S.S.
BDO RCS Auditores Independentes S.S.
São Paulo, Brazil
May 10, 2021
Exhibit 23.04
Consent of Independent Accountant
Zenvia Inc
The Cayman Islands
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated March 18, 2021, relating to the financial statements of Smarkio Tecnologia S.A., which is contained in that Prospectus.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO RCS Auditores Independentes S.S.
BDO RCS Auditores Independentes S.S.
São Paulo, Brazil
May 10, 2021