XML 102 R39.htm IDEA: XBRL DOCUMENT
v3.22.4

Business combinations (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2022
Disclosure of transactions recognised separately from acquisition of assets and assumption of liabilities in business combination [line items] |
Summary of Transactions Recognised Separately from Acquisition of Assets and Assumption of Liabilities in Business Combination | The fair value amount of assets and liabilities recognized as a result of the acquisition are as follows:
|  | Thousands of US$ |
Cash and cash equivalents |  |  | 1,141 |
Trade receivables |  |  | 412 |
Other current assets |  |  | 77 |
Property and equipment |  |  | 58 |
Customer relationship (i) |  |  | 6,780 |
Software (i) |  |  | 310 |
Right-of-use assets (ii) |  |  | 722 |
Accounts payable |  |  | (1,212 | )
Lease liabilities |  |  | (446 | )
Taxes payable |  |  | (148 | )
Deferred revenue |  |  | (1,297 | )
Loans and financing (iii) |  |  | (8,038 | )
Other non-current liabilities |  |  | (588 | )
Deferred tax liabilities (iv) |  |  | (1,548 | )
Net identifiable assets acquired |  |  | (3,777 | )
Add: goodwill (v) |  |  | 10,707 |
Net assets acquired |  |  | 6,930 |
(i) | The intangible assets acquired comprises:
Asset |  | Valuation Methodology |  | Estimated Fair Value in thousands of U.S. dollars |  |  | Estimated useful life in years |
Customer relationship |  | Multi-period excess earnings method |  |  | 6,780 |  |  |  | 8 |
Software |  | Relief from royalty method |  |  | 310 |  |  |  | 3 |
(ii) | The right-of-use comprises US$442 of book value plus US$280 of fair value related to off-market terms.
(iii) | The amount of US$7,919 was paid to a third party at the acquisition date to settle preexisting debts of WorkArea and US$ 119 was paid to a third party post-acquisition date, which VTEX assumed in the business combination.
(iv) | The deferred tax liabilities were calculated over the fair value amount of intangible assets and the fair value of right-of-use. Refer to Note 11.2 for additional details.
(v) | The goodwill is attributable to the workforce and the high profitability of the acquired business. It will not be deductible for tax purposes.
Schedule of Purchase Consideration Cash Outflow |
Outflow of cash to acquire subsidiary, net of cash acquired |  | Thousands of US$ |
Cash consideration |  |  | 209 |
Less: Balances acquired |  |  |  |
Cash |  |  | (1,141 | )
Net outflow of cash – investing activities |  |  | (932 | )
Summary of Detailed Information about Business Combination | Details of the purchase consideration are as follows:
|  | Thousands of US$ |
Amount paid in cash at the acquisition date (i) |  |  | 1,816 |
Amount paid in shares |  |  | 1,264 |
Amount paid in installments |  |  | 151 |
Amount of earn-out to be paid in cash (ii) |  |  | 227 |
Total consideration |  |  | 3,458 |
(i) | US$1,816 was paid on the acquisition date directly to the sellers.
(ii) | According to the sales and purchase agreement (“SPA”), the seller could receive a maximum earn-out of US$1,699 which will be calculated and paid based on the Annual Recurring Revenue of Suiteshare.
Schedule of Accounts Payable from Acquisition of Subsidiaries | The breakdown of accounts payable from acquisition of subsidiaries is as follows:
|  | December 31, 2022 |  |  | December 31, 2021 |
Fixed installment - cash |  |  | — |  |  |  | 1,470 |
Earn-out - cash |  |  | 299 |  |  |  | 2,790 |
Current |  |  | 299 |  |  |  | 4,260 |
Earn-out - cash |  |  | — |  |  |  | 2,163 |
Non-current |  |  | — |  |  |  | 2,163 |
Total |  |  | 299 |  |  |  | 6,423 |
Schedule of Payment for Acquisition of Subsidiaries | As at December 31, 2022, the outstanding balances segregated by maturity are as follows:
Date |  | Amount |
2023 |  |  | 299 |
Total |  |  | 299 |
Schedule of Changes in Balance Payable from Acquisition of Subsidiaries |
|  | 2022 |  |  | 2021 |
Opening balance on January 1 |  |  | 6,423 |  |  |  | 4,000 |
Addition due to acquisition - installments |  |  | — |  |  |  | 1,880 |
Addition due to acquisition - earn-out |  |  | — |  |  |  | 6,483 |
Payments of principal/finance charges - installments |  |  | (1,224 | ) |  |  | (3,556 | )
Payments of principal/finance charges - earn-out |  |  | (916 | ) |  |  | (1,378 | )
Fixed installments adjustment (i) |  |  | (362 | ) |  |  | 44 |
Earn-out adjustment (i) |  |  | (3,740 | ) |  |  | (785 | )
Accrued interest and others |  |  | 9 |  |  |  | 62 |
Exchange differences |  |  | 109 |  |  |  | (327 | )
Closing balance on December 31 |  |  | 299 |  |  |  | 6,423 |
(i) | Includes adjustments in the earn-out and fixed installments, which were reflected in the Goodwill. Refer to note 14.
Work Area [Member] |
Disclosure of transactions recognised separately from acquisition of assets and assumption of liabilities in business combination [line items] |
Summary of Transactions Recognised Separately from Acquisition of Assets and Assumption of Liabilities in Business Combination | Details of purchase consideration are as follows:
|  | Thousands of US$ |
Amount paid in cash at the acquisition date (i) |  |  | 209 |
Amount paid in installments in cash |  |  | 465 |
Amount of earn-out to be paid in cash |  |  | 6,256 |
Total consideration |  |  | 6,930 |
Suiteshare [Member] |
Disclosure of transactions recognised separately from acquisition of assets and assumption of liabilities in business combination [line items] |
Summary of Transactions Recognised Separately from Acquisition of Assets and Assumption of Liabilities in Business Combination | The fair value amount of assets and liabilities recognized as a result of the acquisition are as follows:
|  | Thousands of US$ |
Cash and cash equivalents |  |  | 106 |
Property and equipment |  |  | 4 |
Client portfolio |  |  | 1 |
Trademark |  |  | 220 |
Non-compete clause |  |  | 145 |
Software |  |  | 1,209 |
Accounts payable |  |  | (46 | )
Taxes payable |  |  | (9 | )
Net identifiable assets acquired |  |  | 1,630 |
Add: goodwill |  |  | 1,828 |
Net assets acquired |  |  | 3,458 |
Schedule of Purchase Consideration Cash Outflow |
Outflow of cash to acquire subsidiary, net of cash acquired |  | Thousands of US$ |
Cash consideration |  |  | 1,816 |
Less: Balances acquired |  |  |  |
Cash |  |  | (106 | )
Net outflow of cash – investing activities |  |  | 1,710 |

X
- Definition The disclosure of detailed information about business combinations. [Refer: Business combinations [member]] + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IFRS -Number 3 -IssueDate 2022-03-24 -Section Disclosures application of paragraphs 59 and 61 -URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=3&code=ifrs-tx-2022-en-r&doctype=Appendix&subtype=B&dita_xref=IFRS03_gB64-B67__IFRS03_gB64-B67_TI -URIDate 2022-03-24 + Details
Name: | ifrs-full_DisclosureOfDetailedInformationAboutBusinessCombinationsExplanatory
Namespace Prefix: | ifrs-full_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition The disclosure of transactions recognised separately from acquisition of assets and assumption of liabilities in a business combination. [Refer: Business combinations [member]] + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IFRS -Number 3 -IssueDate 2022-03-24 -Paragraph B64 -Subparagraph l -URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=3&code=ifrs-tx-2022-en-r&anchor=para_B64_l&doctype=Appendix&subtype=B -URIDate 2022-03-24 + Details
Name: | ifrs-full_DisclosureOfTransactionsRecognisedSeparatelyFromAcquisitionOfAssetsAndAssumptionOfLiabilitiesInBusinessCombinationExplanatory
Namespace Prefix: | ifrs-full_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Line items represent concepts included in a table. These concepts are used to disclose reportable information associated with members defined in one or many axes of the table. + References No definition available. + Details
Name: | ifrs-full_DisclosureOfTransactionsRecognisedSeparatelyFromAcquisitionOfAssetsAndAssumptionOfLiabilitiesInBusinessCombinationLineItems
Namespace Prefix: | ifrs-full_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Schedule of Accounts payable from acquisition of subsidiaries. + References No definition available. + Details
Name: | vtex_ScheduleOfAccountsPayableFromAcquisitionOfSubsidiaries
Namespace Prefix: | vtex_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Schedule of Changes in balance payable from acquisition of subsidiaries. + References No definition available. + Details
Name: | vtex_ScheduleOfChangesInBalancePayableFromAcquisitionOfSubsidiaries
Namespace Prefix: | vtex_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Schedule of Payment for acquisition of subsidiaries. + References No definition available. + Details
Name: | vtex_ScheduleOfPaymentForAcquisitionOfSubsidiaries
Namespace Prefix: | vtex_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Schedule of Purchase consideration cash outflow. + References No definition available. + Details
Name: | vtex_ScheduleOfPurchaseConsiderationCashOutflow
Namespace Prefix: | vtex_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | ifrs-full_BusinessCombinationsAxis=vtex_WorkAreaMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | ifrs-full_BusinessCombinationsAxis=vtex_SuiteshareMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |