Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number: 001-40451

DLocal Limited

(Exact name of registrant as specified in its charter)

Dr. Luis Bonavita 1294

Montevideo

Uruguay 11300

[phone]

(Address of principal executive office)

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

Form 20-F ☒ Form 40-F ☐

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

Yes ☐ No ☒

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

Yes ☐ No ☒

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TABLE OF CONTENTS

EXHIBIT

99.1		Press release dated August, 14 2024 - DLocal Limited Reports 2024 Second Quarter Results
99.2		DLocal Limited Unaudited Consolidated Condensed Interim Financial Statements as of June 30, 2024 and for the six-month and three-month periods ended June 30, 2024 and 2023
99.3		Quaterly Report 2024 - dLocal Reports 2024 Second Quarter Financial Results
99.4		dLocal Q2 2024 Earnings Presentation

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	DLocal Limited
	By:	/s/ Mark Ortiz
	Name:	Mark Ortiz
	Title:	Chief Financial Officer

 

Date: August, 14 2024

 

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Exhibit 99.1

 

 

dLocal Reports 2024 Second Quarter Financial Results

 

Second Quarter 2024

US$6.0 billion Total Processed Volume, up 38% year-over-year and 14% quarter-over-quarter

Revenue of US$171 million, up 6% year-over-year and down 7% quarter-over-quarter

100% Net Revenue Retention Rate

Gross Profit of US$70 million, down 1% year-over-year and up 11% quarter-over-quarter

Adjusted EBITDA of US$43 million, down 18% year-over-year and up 16% quarter-over-quarter

 

dLocal reports in US dollars and in accordance with IFRS as issued by the IASB

 

Montevideo, Uruguay August 14th, 2024 — DLocal Limited (“dLocal”, “we”, “us”, and “our”) (NASDAQ:DLO), a technology - first payments platform today announced its financial results for the second quarter ended June 30, 2024.

We continue to see strong growth in our business, achieving another quarterly record of $6.0 billion of TPV during the second quarter of 2024, an increase of nearly 40% year-over-year. This occurred despite the tough comparison with last year's 80% growth during the same period. The evolution of this key metric demonstrates our continued ability to grow as we gain share of wallet from our global merchant base and add new merchants to the mix. It also underscores our unique value proposition as a trusted partner for some of the largest and most sophisticated global companies across emerging markets.

The TPV performance was good across multiple verticals, including continued strong growth in the commerce, on-demand delivery, and remittance verticals; accelerating growth from SaaS and ride-hailing. This kind of sustained and well diversified TPV growth, with a focused commitment to low-risk high-reputation verticals, sets us up well for long-term success. We believe that our year-over-year growth showcases a unique in class combination of growth while focusing on reputable verticals, which sets us apart from relevant comps base, who either grow less, over index high-risk verticals, or do both.

Net take rates have held up sequentially, despite unfavorable events, like repricing by our largest merchant at the beginning of the year, material currency devaluations in Nigeria and Egypt, and continued weakening across most emerging markets currencies. The stable sequential net take rate and growing TPV during the quarter translated to 11% quarter-over-quarter gross profit growth.

Our OPEX, excluding non-cash share-based compensation, grew by only $1 million sequentially, after previous quarters of sequential growth above $4 million, as we adjusted our cash spend to the weaker gross profit. As mentioned previously, there is a limit to how much we are willing to defend margins in the short-term, as we are committed to certain investments, which are crucial for our long-term success, particularly those in our engineering pool, back-office capabilities and behind our license portfolio. But, to balance this out, we are always revising other discretionary spending to make sure it matches our topline performance and is aligned with our general philosophy of frugality. Consequently, our Adjusted EBITDA reached $43 million, reflecting our still lean structure and disciplined spending. Our cash generation also accelerated versus the prior quarter, posting a $35 million of Free Cash Flow from own funds, a conversion rate of 77%, up $23 million and 7 percentage points compared to the second quarter of 2023.

These highlights also come with certain challenges that we are focused on rapidly addressing. Year-over-year gross profit performance was flat, primarily due to a 13% decline in LatAm. This decline was driven by (i) the Argentine FX devaluation and (ii) the repricing by our largest merchant in Brazil and Mexico. Despite stellar Africa and Asia gross profit growth of 79% year-over-year, it did not suffice to offset those two events.

Taking a step back from a short-term quarterly prism, dLocal remains an incredibly strong company, with a fantastic total addressable market, attractive business model and extremely promising future, that at some point will be reflected in capital market performance. To keep things in perspective:

●

We maintain strong product market validation as witnessed by almost 40% year-over-year and 14% quarter-over-quarter TPV growth;

●

Still run a high margin financial model with Adjusted EBITDA to Gross Profit at 60%+ and ability to scale from there to previous levels;

●

Cash conversion is strong and growing as EBITDA increased sequentially, with a cash conversion close to 100% for the last twelve months.

When we analyze the potential of all this compounded over time, it is hard to not be optimistic about our future, despite the inherent challenges and volatility existent in emerging markets. The long term future is bright, and our own ability to execute is the most important factor.

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Exhibit 99.1

Our optimism in the future is also reflected in our capital allocation strategy. Our business has an attractive cash generation profile, and we see upside in our stock as we grow and scale; and as a consequence of this we have bought back stock during the quarter at a rapid pace.

As known, emerging markets are inherently volatile, which can, and often do, impact our short-term results. However, our long-term view remains optimistic as stated earlier. The quarterly bottom-up review of our pipeline and existing contracts, where we project out probable market growth, and new commercial opportunities on a merchant-by-merchant basis, gets us to the following revised outlook for 2024:

●

TPV of $24.5-26.5 billion; due to slower volume ramp-ups, pipeline volume even more skewed towards Tier 0 merchants, and weakening currencies in emerging markets

●

Gross profit of $280-300 million; in addition to the reasons outlined above, driven by increased local-to-local flows, and

●

Adjusted EBITDA of $180-200 million, supporting crucial long-term investments that enhance our value proposition and internal controls

We continue to thrive across emerging markets, embracing their complexities and delivering simple, effective solutions to our merchants. Our focus remains on execution and long-term growth. Our commitment to our merchants and our expertise in these regions enable us to consistently win business from these global merchants. As we scale, this growth will help mitigate short-term volatility and dilute market fluctuations. Therefore, it is crucial to continue focusing on TPV growth, increasing our share of wallet, and adding new clients - all of which we have consistently delivered since the company's inception, while driving operational leverage in the business once we get through the current disciplined investment cycle we are in.

We are thankful for the continued support and confidence in our vision. We are committed to executing our strategy and driving long-term value for our shareholders. We look forward to updating you on our progress in the coming quarters.

 

Second quarter 2024 Financial Highlights

●

Total Payment Volume (“TPV”) reached a record US$6.0 billion in the second quarter, up 38% year-over-year compared to US$4.4 billion in the second quarter of 2023 and up 14% compared to US$5.3 billion in the first quarter of 2024.

●

Revenues amounted to US$171.3 million, up 6% year-over-year compared to US$161.1 million in the second quarter of 2023 and down 7% compared to US$184.4 million in the first quarter of 2024. This quarter-over-quarter decline was mostly driven by the currency devaluation in Nigeria and Egypt, despite the healthy TPV growth.

●

Gross profit was US$69.8 million in the second quarter of 2024, down 1% compared to US$70.8 million in the second quarter of 2023 and up 11% compared to US$63.0 million in the first quarter of 2024. The improvement in gross profit quarter-over-quarter was primarily due to (i) temporary FX dynamics in Nigeria; (ii) positive performance of Argentina, Other LatAm and Other Africa and Asia countries; and (iii) Brazil, with lower processing costs following renegotiation with processors, and change in payment mix, which partially offset the impact of key merchant repricing (full impact in second quarter of 2024 versus two months in first quarter of 2024).

●

As a result, gross profit margin was 41% in this quarter, compared to 44% in the second quarter of 2023 and 34% in the first quarter of 2024.

●

Gross profit over TPV was at 1.2% decreasing from 1.6% in the second quarter of 2023 and flat compared to the first quarter of 2024, mainly due to FX dynamics in Nigeria and Egypt and renegotiation with processors in Brazil, which combined were sufficient to offset the incremental sequential impact of the above-mentioned top merchant repricing..

●

Operating income was US$30.2 million, down 37% compared to US$47.8 million in the second quarter of 2023 and up 12% compared to US$26.9 million in the first quarter of 2024, impacted by higher gross profit and disciplined OPEX investment. In this context, operating expenses grew by 72% year-over-year and 10% quarter-over-quarter, with a clear allocation tilt towards investments focused on Product Development & IT capabilities; coupled with investment to strengthen our back-office capabilities for future growth. In addition, in the second quarter of 2024, we recorded an extraordinary US$1.6 million operating loss as we wrote-off certain amounts related to merchants/processors off-boarded by dLocal.

●

As a result, Adjusted EBITDA was US$42.7 million , down 18% compared to US$52.0 million in the second quarter of 2023 and up 16% compared to US$36.8 million in the first quarter of 2024.

●

Adjusted EBITDA margin was 25%, compared to the 32% recorded in the second quarter of 2023 and 20% in the first quarter of 2024. On the annual comparison, the decrease is explained by the gross profit dynamics and our decision to sustain many of the long-term investments, as previously mentioned. Following the same trend, Adjusted EBITDA over gross profit of 61% decreased compared to 74% in the second quarter of 2023 and increased compared to 58% in the first

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Exhibit 99.1

quarter of 2024.

●

Net financial income was US$28.0 million, compared to US$7.5 million in the second quarter of 2023 and US$0.3 million in the first quarter of 2024.

●

Effective income tax rate was 18%, compared to 16% in the second quarter of 2023 and 29% in the first quarter of 2024, closer to levels of previous quarters.

●

Net income for the second quarter of 2024 was US$46.2 million, or US$0.15 per diluted share, up 3% compared to a profit of US$44.8 million, or US$0.15 per diluted share, for the second quarter of 2023 and up 161% compared to a profit of US$17.7 million, or US$0.06 per diluted share for the first quarter of 2024. During the second quarter of 2024, net income was mostly impacted by higher finance income, given the $23 million non-cash mark to market effect related to Argentine bonds investments used to hedge our local currency position in that market.

●

As of June 30, 2024, dLocal had US$531.6 million in cash and cash equivalents, including US$186.2 million of own funds and US$345.4 million of merchants’ funds. The consolidated cash position decreased by US$17.8 million from US$549.4 million as of June 30, 2023. When compared to the US$572.4 million cash position as of March 31, 2024, it decreased by US$40.7 million, mainly explained by the US$81.8 million of own funds used to buy back the company’s own shares, in connection to the US$200 million Share Buyback Program announced in May 2024.

 

The following table summarizes our key performance metrics:

 

	Three months ended 30 of June			Six months ended 30 of June
	2024	2023	% change	2024	2023	% change
Key Performance metrics	(In millions of US$ except for %)
TPV	6,035	4,373	38%	11,346	7,948	43%
Revenue	171.3	161.1	6%	355.7	298.4	19%
Gross Profit	69.8	70.8	-1%	132.8	132.6	0%
Gross Profit margin	41%	44%	-3p.p	37%	44%	-7p.p
Adjusted EBITDA	42.7	52.0	-18%	79.5	97.5	-19%
Adjusted EBITDA margin	25%	32%	-7p.p	22%	33%	-10p.p
Adjusted EBITDA/Gross Profit	61%	74%	-12p.p	60%	74%	-14p.p
Profit	46.2	44.8	3%	64.0	80.2	-20%
Profit margin	27%	28%	-1p.p	18%	27%	-9p.p

 

 

 

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Exhibit 99.1

First quarter 2024 Business Highlights

 

●

During the second quarter of 2024, pay-ins TPV increased 34% year-over-year and 17% quarter-over-quarter to US$4.3 billion, accounting for 71% of the TPV.

●

Pay-outs TPV increased by 49% year-over-year and 7% quarter-over-quarter to US$1.8 billion, accounting for the remaining 29% of the TPV.

●

Cross-border TPV increased by 22% year-over-year and 11% quarter-over-quarter to US$2.7 billion. Cross-border volume accounted for 45% of the TPV in the second quarter of 2024.

●

Local-to-local TPV increased by 55% year-over-year and 16% quarter-over-quarter to US$3.3 billion. Local-to- local volume accounted for 55% of the TPV in the second quarter of 2024.

●

LatAm revenue increased 9% year-over-year to US$138.7 million, accounting for 81% of total revenue. On the annual comparison, the growth was primarily driven by commerce and streaming in Mexico, and strong performance of Other LatAm, across different verticals. Sequentially, LatAm revenue grew by 11% mainly driven by recovery in Argentina revenues due to strong performance across commerce and on-demand delivery verticals.

●

In the Africa and Asia region, revenue decreased by 5% year-over-year, primarily driven by lower revenues in Nigeria due to Naira devaluation in February 2024, despite strong growth performance in Egypt across advertising and streaming verticals; and in Other Africa and Asia. The currency devaluation is also the main driver of the sequential decrease.

●

LatAm gross profit decreased by 13% year-over-year and increased by 10% quarter-over-quarter to US$53.5 million, accounting for 77% of total gross profit. Most of the year-over-year decline is explained by Argentina, due to lower FX spreads following the currency devaluation in December 2023. In the region, gross profit was also impacted by Mexico, due to merchant repricing and local-to-local increase; and by Chile, given lower cross-border volumes. Other LatAm markets showed a 10% year-over-year increase in gross profit, driven by Tier 0 merchants’ growth. Sequentially, the growth was mainly driven by the (i) growth in Argentina, and other LatAm markets, primarily Colombia and Costa Rica; and (ii) Brazil, with lower processing costs following renegotiation with processors, coupled with change in payment mix. Those two factors partially offset the impact of a key merchant repricing, with full impact in the second quarter of 2024 compared to 2 months in previous one.

●

Africa and Asia gross profit increased by 79% year-over-year to US$16.3 million, accounting for the remaining 23% of total gross profit. This annual comparison is explained by our overall growth in Egypt; ramp-up of our merchants in South Africa, primarily in the commerce vertical; and temporary FX dynamics in Nigeria. Sequentially, gross profit increased by 13%, attributable to temporary FX dynamics in Nigeria and growth in Other Africa and Asia.

●

During the quarter, Revenue from Existing Merchants reached US$161.7 million compared to US$ 177.1 million in the first quarter of 2024. The quarter-over-quarter comparison was negatively affected by the currency devaluation, as previously discussed, despite healthy volume growth. On the annual comparison, Revenue from Existing Merchants increased by 8% and the net revenue retention rate, or NRR, reached 100%, which was impacted by Nigeria currency devaluation.

●

Revenue from New Merchants accounted for US$9.6 million in the second quarter of 2024 compared to US$ 11.2 million in the same quarter of the prior year.

 

 

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Exhibit 99.1

The tables below present a breakdown of dLocal’s TPV by product and type of flow:

 

In millions of US$ except for %	Three months ended 30 of June				Six months ended 30 of June
	2024	% share	2023	% share	2024	% share	2023	% share
Pay-ins	4,273	71%	3,190	73%	7,930	70%	5,693	72%
Pay-outs	1,763	29%	1,184	27%	3,416	30%	2,255	28%
Total TPV	6,035	100%	4,373	100%	11,346	100%	7,948	100%

 

 

In millions of US$ except for %	Three months ended 30 of June				Six months ended 30 of June
	2024	% share	2023	% share	2024	% share	2023	% share
Cross-border	2,701	45%	2,219	51%	5,127	45%	4,179	53%
Local-to-local	3,334	55%	2,154	49%	6,219	55%	3,769	47%
Total TPV	6,035	100%	4,373	100%	11,346	100%	7,948	100%

 

 

 

The tables below present a breakdown of dLocal’s revenue by geography:

 

In millions of US$ except for %	Three months ended 30 of June				Six months ended 30 of June
	2024	% share	2023	% share	2024	% share	2023	% share
Latin America	138.7	81%	126.9	79%	264.1	74%	225.1	75%
Brazil	42.3	25%	41.2	26%	85.3	24%	64.0	21%
Argentina	20.5	12%	20.7	13%	34.3	10%	40.7	14%
Mexico	35.8	21%	28.3	18%	69.9	20%	51.0	17%
Chile	12.3	7%	14.2	9%	24.7	7%	28.4	10%
Other LatAm	27.8	16%	22.5	14%	49.9	14%	41.0	14%
Africa & Asia	32.6	19%	34.3	21%	91.6	26%	73.3	25%
Nigeria	1.1	1%	20.4	13%	8.3	2%	47.3	16%
Egypt	15.0	9%	4.7	3%	54.0	15%	8.1	3%
Other Africa & Asia	16.5	10%	9.2	6%	29.2	8%	17.9	6%
Total Revenue	171.3	100%	161.1	100%	355.7	100%	298.4	100%

 

 

 

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Exhibit 99.1

The tables below present a breakdown of dLocal’s gross profit by geography:

 

 

In millions of US$ except for %	Three months ended 30 of June				Six months ended 30 of June
	2024	% share	2023	% share	2024	% share	2023	% share
Latin America	53.5	77%	61.7	87%	102.1	77%	114.5	86%
Brazil	19.2	28%	19.6	28%	37.1	28%	30.6	23%
Argentina	7.6	11%	13.8	19%	12.8	10%	31.6	24%
Mexico	8.8	13%	10.6	15%	18.7	14%	17.5	13%
Chile	8.3	12%	8.9	13%	15.7	12%	18.0	14%
Other LatAm	9.6	14%	8.7	12%	17.7	13%	16.8	13%
Africa & Asia	16.3	23%	9.1	13%	30.7	23%	18.1	14%
Nigeria	2.0	3%	0.2	0%	2.5	2%	2.6	2%
Egypt	9.8	14%	4.2	6%	20.1	15%	6.9	5%
Other Africa & Asia	4.5	7%	4.7	7%	8.1	6%	8.5	6%
Total Gross Profit	69.8	100%	70.8	100%	132.8	100%	132.6	100%

 

 

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Exhibit 99.1

Special note regarding Adjusted EBITDA and Adjusted EBITDA Margin

 

dLocal has only one operating segment. dLocal measures its operating segment’s performance by Revenues, Adjusted EBITDA and Adjusted EBITDA Margin, and uses these metrics to make decisions about allocating resources.

 

Adjusted EBITDA as used by dLocal is defined as the profit from operations before financing and taxation for the year or period, as applicable, before depreciation of property, plant and equipment, amortization of right-of-use assets and intangible assets, and further excluding the changes in fair value of financial assets and derivative instruments carried at fair value through profit or loss, impairment gains/(losses) on financial assets, transaction costs, share-based payment non-cash charges, secondary offering expenses, and inflation adjustment. dLocal defines Adjusted EBITDA Margin as the Adjusted EBITDA divided by consolidated revenues.

 

Although Adjusted EBITDA and Adjusted EBITDA Margin may be commonly viewed as non-IFRS measures in other contexts, pursuant to IFRS 8, (“Operating Segments”), Adjusted EBITDA and Adjusted EBITDA Margin are treated by dLocal as IFRS measures based on the manner in which dLocal utilizes these measures. Nevertheless, dLocal’s Adjusted EBITDA and Adjusted EBITDA Margin metrics should not be viewed in isolation or as a substitute for net income for the periods presented under IFRS. dLocal also believes that its Adjusted EBITDA and Adjusted EBITDA Margin metrics are useful metrics used by analysts and investors, although these measures are not explicitly defined under IFRS. Additionally, the way dLocal calculates operating segment’s performance measures may be different from the calculations used by other entities, including competitors, and therefore, dLocal’s performance measures may not be comparable to those of other entities. Finally, dLocal is unable to present a quantitative reconciliation of forward-looking guidance for Adjusted EBITDA and Adjusted EBITDA over gross profit, which are forward-looking non-IFRS measures, because dLocal cannot reliably predict certain of their necessary components, such as impairment gains/(losses) on financial assets, transaction costs, and inflation adjustment.

 

The table below presents a reconciliation of dLocal’s Adjusted EBITDA and Adjusted EBITDA Margin to net income:

 

 

$ in thousands	Three months ended 30 of June		Six months ended 30 of June
	2024	2023	2024	2023
Profit for the period	46,239	44,791	63,957	80,241
Income tax expense	10,060	8,774	17,174	13,055
Depreciation and amortization	4,089	2,869	7,851	5,384
Finance income and costs, net1	(28,045)	(7,459)	(28,344)	(8,850)
Share-based payment non-cash charges	6,776	1,421	11,237	3,750
Other operating loss2	1,553	-	3,372	-
Impairment loss / (gain) on financial assets	76	(21)	(101)	30
Inflation adjustment	1,941	1,661	4,309	2,680
Other non-recurring costs	-	-	-	1,229
Adjusted EBITDA	42,689	52,036	79,455	97,519

 

Note: 1In Q2 2024, the Finance income and costs, net line was impacted by the non-cash mark to market effect related to Argentine bonds investments in the amount of US$22.8 million. 2In Q2 2024, the company wrote-off certain amounts related to merchants/processors off-boarded by dLocal.

 

 

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Exhibit 99.1

Special note regarding Adjusted Net Income

 

Adjusted Net Income is a non-IFRS financial measure. As used by dLocal Adjusted net income is defined as the profit for the period (net income) excluding impairment gains/(losses) on financial assets, transaction costs, share-based payment non-cash charges, secondary offering expenses, and other operating (gain)/loss, in line with our Adjusted EBITDA calculation (see detailed methodology for Adjusted EBITDA in page 13). It further excludes the accounting non-cash charges related to the fair value gain from the Argentine dollar-linked bonds and the exchange difference loss from the intercompany loan denominated in USD that we granted to our Argentine subsidiary to purchase the bonds. In addition, it excludes the inflation adjustment based on IFRS rules for hyperinflationary economies. We believe Adjusted Net Income is a useful measure for understanding our results for operations while excluding for certain non-cash effects such as currency devaluation and inflation. Our calculation for Adjusted Net Income may differ from similarly-titled measures presented by other companies and should not be considered in isolation or as a replacement for our measure of profit for the period as presented in accordance with IFRS.

 

The table below presents a reconciliation of dLocal’s Adjusted net income:

 

$ in thousands	Three months ended 30 of June		Six months ended 30 of June
	2024	2023	2024	2023
Net income as reported	46,239	44,791	63,957	80,241
Inflation adjustment	1,941	1,661	4,309	2,680
Loan - exchange difference	5,831	1,815	12,560	1,815
Fair value (loss) / gains of financial assets at FVTPL (bonds)	(22,774)	(3,565)	(33,589)	(3,654)
Impairment loss / (gain) on financial assets	76	(21)	(101)	30
Share-based payment non-cash charges	6,776	1,421	11,237	3,750
Other operating (gain)/loss	1,553	-	3,372	-
Other non-recurring costs	-	-	-	1,229
Tax on adjustments	5,998	(613)	4,638	(644)
Adjusted net income	45,640	45,490	66,383	85,447

 

 

Note: Adjusted Net Income is a non-IFRS financial measure. As used by dLocal Adjusted net income is defined as the profit for the period (net income) excluding impairment gains/(losses) on financial assets, transaction costs, share-based payment non-cash charges, secondary offering expenses, and other operating (gain)/loss, in line with our Adjusted EBITDA calculation (see detailed methodology for Adjusted EBITDA in page 13). It further excludes the accounting non-cash charges related to the fair value gain from the Argentine dollar-linked bonds and the exchange difference loss from the intercompany loan denominated in USD that we granted to our Argentine subsidiary to purchase the bonds. In addition, it excludes the inflation adjustment based on IFRS rules for hyperinflationary economies. We believe Adjusted Net Income is a useful measure for understanding our results for operations while excluding for certain non-cash effects such as currency devaluation and inflation. Our calculation for Adjusted Net Income may differ from similarly-titled measures presented by other companies and should not be considered in isolation or as a replacement for our measure of profit for the period as presented in accordance with IFRS.

Unaudited quarterly results.

 

 

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Exhibit 99.1

Earnings per share

 

We calculate basic earnings per share by dividing the profit attributable to owners of the group by the weighted average number of common shares issued and outstanding during the three-month and six-month periods ended June 30, 2024 and 2023.

 

Our diluted earnings per share is calculated by dividing the profit attributable to owners of the group of dLocal by the weighted average number of common shares outstanding during the period plus the weighted average number of common shares that would be issued on conversion of all dilutive potential common shares into common shares.

 

	Three months ended 30 of June		Six months ended 30 of June
	2024	2023	2024	2023
Profit attributable to common shareholders (thousands USD)	46,244	44,697	63,952	80,141
Weighted average number of common shares	293.430.253	291,700,873	294.781.316	293,403,907
Adjustments for calculation of diluted earnings per share	14.996.249	16,160,368	15.348.015	16,358,508
Weighted average number of common shares for calculating diluted earnings per share	308.426.502	307,861,241	310.129.331	309,762,415
Basic earnings per share	0.16	0.15	0.22	0.27
Diluted earnings per share	0.15	0.15	0.21	0.26

 

This press release does not contain sufficient information to constitute an interim financial report as defined in International Accounting Standards 34, “Interim Financial Reporting” nor a financial statement as defined by International Accounting Standards 1 “Presentation of Financial Statements”. The quarterly financial information in this press release has not been audited, whereas the annual results for the year ended December 31, 2023 are audited.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

Conference call and webcast

dLocal’s management team will host a conference call and audio webcast on August 14th, 2024 at 5:00 p.m. Eastern Time. Please click here to pre-register for the conference call and obtain your dial in number and passcode.

 

The live conference call can be accessed via audio webcast at the investor relations section of dLocal’s website, at https://investor.dlocal.com/. An archive of the webcast will be available for a year following the conclusion of the conference call. The investor presentation will also be filed on EDGAR at www.sec.gov.

 

 

 

About dLocal

dLocal powers local payments in emerging markets, connecting global enterprise merchants with billions of emerging market consumers in more than 40 countries across Africa, Asia, and Latin America. Through the “One dLocal” platform (one direct API, one platform, and one contract), global companies can accept payments, send pay-outs and settle funds globally without the need to manage separate pay-in and pay-out processors, set up numerous local entities, and integrate multiple acquirers and payment methods in each market.

 

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Exhibit 99.1

Definition of selected operational metrics

“API” means application programming interface, which is a general term for programming techniques that are available for software developers when they integrate with a particular service or application. In the payments industry, APIs are usually provided by any party participating in the money flow (such as payment gateways, processors, and service providers) to facilitate the money transfer process.

 

“Cross-border” means a payment transaction whereby dLocal is collecting in one currency and settling into a different currency and/or in a different geography.

 

“Local payment methods” refers to any payment method that is processed in the country where the end user of the merchant sending or receiving payments is located, which include credit and debit cards, cash payments, bank transfers, mobile money, and digital wallets.

 

“Local-to-local” means a payment transaction whereby dLocal is collecting and settling in the same currency.

 

“Net Revenue Retention Rate” or “NRR” is a U.S. dollar-based measure of retention and growth of dLocal’s merchants. NRR is calculated for a period or year by dividing the Current Period/Year Revenue by the Prior Period/Year Revenue. The Prior Period/Year Revenue is the revenue billed by us to all our customers in the prior period. The Current Period/Year Revenue is the revenue billed by us in the current period to the same customers included in the Prior Period/Year Revenue. Current Period/Year Revenue includes revenues from

any upselling and cross-selling across products, geographies, and payment methods to such merchant customers, and is net of any contractions or attrition, in respect of such merchant customers, and excludes revenue from new customers on-boarded in the preceding twelve months. As most of dLocal revenues come from existing merchants, the NRR rate is a key metric used by management, and we believe it is useful for investors in order to assess our retention of existing customers and growth in revenues from our existing customer base.

 

“Pay-in” means a payment transaction whereby dLocal’s merchant customers receive payment from their customers.

 

“Pay-out” means a payment transaction whereby dLocal disburses money in local currency to the business partners or customers of dLocal’s merchant customers.

 

“Revenue from New Merchants” means the revenue billed by us to merchant customers that we did not bill revenues in the same quarter (or period) of the prior year.

 

“Revenue from Existing Merchants” means the revenue billed by us in the last twelve months to the merchant customers that we billed revenue in the same quarter (or period) of the prior year.

 

“TPV” dLocal presents total payment volume, or TPV, which is an operating metric of the aggregate value of all payments successfully processed through dLocal’s payments platform. Because revenue depends significantly on the total value of transactions processed through the dLocal platform, management believes that TPV is an indicator of the success of dLocal’s global merchants, the satisfaction of their end users, and the scale and growth of dLocal’s business.

Rounding: We have made rounding adjustments to some of the figures included in this interim report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

 

 

 

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Exhibit 99.1

Forward-looking statements

This press release contains certain forward-looking statements. These forward-looking statements convey dLocal’s current expectations or forecasts of future events, including guidance in respect of total payment volume, gross profit, Adjusted EBITDA, and Adjusted EBITDA over gross profit margin. Forward-looking statements regarding dLocal and amounts stated as guidance are based on current management expectations and involve known and unknown risks, uncertainties and other factors that may cause dLocal’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and “Cautionary Statement Regarding Forward-Looking Statements” sections of dLocal’s filings with the U.S. Securities and Exchange Commission. Unless required by law, dLocal undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof. In addition, dLocal is unable to present a quantitative reconciliation of forward-looking guidance for Adjusted EBITDA and Adjusted EBITDA over gross profit, which are forward-looking non-IFRS measures, because dLocal cannot reliably predict certain of their necessary components, such as impairment gains/(losses) on financial assets, transaction costs, and inflation adjustment.

 

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Exhibit 99.1

dLocal Limited

Certain financial information

Consolidated Condensed Interim Statements of Comprehensive Income for the three-month and six-month periods ended June 30, 2024 and 2023

(In thousands of U.S. dollars, except per share amounts)

 

	Three months ended 30 of June		Six months ended 30 of June
	2024	2023	2024	2023
Continuing operations
Revenues	171,279	161,138	355,709	298,425
Cost of services	(101,468)	(90,378)	(222,927)	(165,828)
Gross profit	69,811	70,760	132,782	132,597
Technology and development expenses	(6,408)	(2,640)	(11,873)	(4,930)
Sales and marketing expenses	(4,505)	(3,106)	(9,136)	(7,963)
General and administrative expenses	(27,074)	(17,268)	(51,406)	(32,548)
Impairment (loss)/gain on financial assets	(76)	21	101	(30)
Other operating (loss)/gain	(1,553)	-	(3,372)	-
Operating profit	30,195	47,767	57,096	87,126
Finance income	29,247	18,878	47,504	25,866
Finance costs	(1,202)	(11,419)	(19,160)	(17,016)
Inflation adjustment	(1,941)	(1,661)	(4,309)	(2,680)
Other results	26,104	5,798	24,035	6,170
Profit before income tax	56,299	53,565	81,131	93,296
Income tax expense	(10,060)	(8,774)	(17,174)	(13,055)
Profit for the period	46,239	44,791	63,957	80,241
Profit attributable to:
Owners of the Group	46,244	44,697	63,952	80,141
Non-controlling interest	(5)	94	5	100
Profit for the period	46,239	44,791	63,957	80,241
Earnings per share (in USD)
Basic Earnings per share	0.16	0.15	0.22	0.27
Diluted Earnings per share	0.15	0.15	0.21	0.26
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange difference on translation on foreign operations	(5,604)	1,675	(6,273)	3,163
Other comprehensive income for the period, net of tax	(5,604)	1,675	(6,273)	3,163
Total comprehensive income for the period, net of tax	40,635	46,466	57,684	83,404
Total comprehensive income for the period
Owners of the Group	40,642	46,371	57,678	83,305
Non-controlling interest	(7)	95	6	99
Total comprehensive income for the period	40,635	46,466	57,684	83,404

 

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Exhibit 99.1

dLocal Limited

Certain financial information

Consolidated Condensed Interim Statements of Financial Position as of June 30, 2024 and December 31, 2023

(In thousands of U.S. dollars)

	30 of June, 2024	31 of December, 2023
ASSETS
Current Assets
Cash and cash equivalents	531,620	536,160
Financial assets at fair value through profit or loss	120,297	102,677
Trade and other receivables	455,503	363,374
Derivative financial instruments	622	2,040
Other assets	10,878	11,782
Total Current Assets	1,118,920	1,016,033
Non-Current Assets
Financial assets at fair value through profit or loss	-	1,710
Trade and other receivables	1,787	-
Deferred tax assets	1,913	2,217
Property, plant and equipment	3,576	2,917
Right-of-use assets	3,508	3,689
Intangible assets	60,637	57,887
Other Assets	5,343	-
Total Non-Current Assets	76,764	68,420
TOTAL ASSETS	1,195,684	1,084,453
LIABILITIES
Current Liabilities
Trade and other payables	719,097	602,493
Lease liabilities	782	626
Tax liabilities	26,907	20,800
Derivative financial instruments	815	948
Provisions	276	362
Total Current Liabilities	747,877	625,229
Non-Current Liabilities
Deferred tax liabilities	2,299	753
Lease liabilities	3,106	3,331
Total Non-Current Liabilities	5,405	4,084
TOTAL LIABILITIES	753,282	629,313
EQUITY
Share Capital	574	591
Share Premium	173,093	173,001
Treasury Shares	(181,670)	(99,936)
Capital Reserve	32,812	21,575
Other Reserves	(14,829)	(9,808)
Retained earnings	432,307	369,608
Total Equity Attributable to owners of the Group	442,287	455,031
Non-controlling interest	115	109
TOTAL EQUITY	442,402	455,140

 

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Exhibit 99.1

 

 

dLocal Limited

Certain interim financial information

Consolidated Condensed Interim Statements of Cash flows for the three-month and six-month periods ended June 30, 2024 and 2023

(In thousands of U.S. dollars)

	Three months ended 30 of June		Six months ended 30 of June
	2024	2023	2024	2023
Cash flows from operating activities
Profit before income tax	56,299	53,565	81,131	93,296
Adjustments:
Interest income from financial instruments	(6,473)	(15,313)	(13,915)	(22,212)
Interest charges for lease liabilities	44	52	87	95
Other finance expense	1,673	765	1,800	1,202
Finance expense related to derivative financial instruments	2,446	4,634	12,324	9,869
Net exchange differences	(1,469)	3,551	6,168	4,082
Fair value gain on financial assets at fair value through profit or loss	(22,774)	(3,565)	(33,589)	(3,654)
Amortization of Intangible assets	3,690	2,492	7,114	4,668
Depreciation of Property, plant and equipment and right-of-use	410	377	737	716
Disposals of property, plant and equipment, intangible assets and right-of-use asset	(62)	-	11	-
Share-based payment expense, net of forfeitures	6,776	1,421	11,237	3,750
Other operating loss/(gain)	1,553	-	3,372	-
Net Impairment loss/(gain) on financial assets	76	(21)	(101)	30
Inflation adjustment	(5,982)	-	(11,874)	-
	36,207	47,957	64,502	91,842
Changes in working capital
Increase in Trade and other receivables	(69,322)	(50,312)	(102,158)	(59,386)
Decrease/(increase) in Other assets	(716)	(1,597)	2,503	12,157
Increase in Trade and other payables	67,268	148,761	113,232	190,139
Decrease in Tax Liabilities	8,870	(2,279)	7,750	(3,341)
Decrease/(increase) in Provisions	(90)	(252)	(86)	(557)
Cash from operating activities	42,218	142,278	85,743	230,854
Income tax paid	(13,409)	(2,774)	(16,967)	(6,816)
Net cash from operating activities	28,808	139,504	68,776	224,038
Cash flows from investing activities
Acquisitions of Property, plant and equipment	(440)	(608)	(1,226)	(657)
Additions of Intangible assets	(4,842)	(4,339)	(9,864)	(8,145)
Acquisitions of financial assets at FVTPL	(96,841)	(48,139)	(96,841)	(48,139)
Net collections/acquisitions of financial assets at FVPL	98,544	478	98,301	1,523
Interest collected from financial instruments	6,473	15,155	13,915	21,975
Net cash used in investing activities	2,894	(37,453)	4,285	(33,443)
Cash flows from financing activities
Repurchase of shares	(81,751)	(61,011)	(81,751)	(97,929)
Share-options exercise	92	84	92	153
Interest payments on lease liability	(44)	(52)	(87)	(95)
Principal payments on lease liability	26	(146)	(69)	(276)
Finance expense paid related to derivative financial instruments	(888)	(9,184)	(11,039)	(11,337)
Other finance expense paid	(272)	(768)	(399)	(1,205)
Net cash (used in) / provided by financing activities	(82,837)	(71,077)	(93,253)	(110,689)
Net increase in cash flow	(51,135)	30,975	(20,192)	79,906
Cash and cash equivalents at the beginning of the period	572,357	517,892	536,160	468,092
Net increase in cash flow	(51,135)	30,975	(20,192)	79,906
Effects of exchange rate changes on cash and cash equivalents	10,398	519	15,652	1,388
Cash and cash equivalents at the end of the period	531,620	549,386	531,620	549,386

 

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Exhibit 99.1

Investor Relations Contact:

[e-mail]

 

Media Contact:

[e-mail]

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Exhibit 99.2

 

 

 

DLocal Limited

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

 

 

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DLocal Limited

Unaudited Consolidated Condensed Interim Statements of Comprehensive Income

For the six-month and three-month periods ended June 30, 2024 and 2023

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

 

				Six months ended								Three months ended
		Notes		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Continuing operations
Revenues		6			355,709				298,425				171,279				161,138
Cost of services		6			(222,927	)			(165,828	)			(101,468	)			(90,378	)
Gross profit					132,782				132,597				69,811				70,760
Technology and development expenses		7			(11,873	)			(4,930	)			(6,408	)			(2,640	)
Sales and marketing expenses		8			(9,136	)			(7,963	)			(4,505	)			(3,106	)
General and administrative expenses		8			(51,406	)			(32,548	)			(27,074	)			(17,268	)
Impairment reversal on financial assets		16			101				(30	)			(76	)			21
Other operating loss					(3,372	)			—				(1,553	)			—
Operating profit					57,096				87,126				30,195				47,767
Finance income		11			47,504				25,866				29,247				18,878
Finance costs		11			(19,160	)			(17,016	)			(1,202	)			(11,419	)
Inflation adjustment		11			(4,309	)			(2,680	)			(1,941	)			(1,661	)
Other results					24,035				6,170				26,104				5,798
Profit before income tax					81,131				93,296				56,299				53,565
Income tax expense		12			(17,174	)			(13,055	)			(10,060	)			(8,774	)
Profit for the period					63,957				80,241				46,239				44,791
Profit attributable to:
Owners of the Group					63,952				80,141				46,244				44,697
Non-controlling interest					5				100				(5	)			94
Profit for the period					63,957				80,241				46,239				44,791
Earnings per share
Basic Earnings per share		14			0.22				0.27				0.16				0.15
Diluted Earnings per share		14			0.21				0.26				0.15				0.15
Other comprehensive Income
Items that may be reclassified to profit or loss:
Exchange difference on translation on foreign operations					(6,273	)			3,163				(5,604	)			1,675
Other comprehensive income for the period, net of tax					(6,273	)			3,163				(5,604	)			1,675
Total comprehensive income for the period					57,684				83,404				40,635				46,466
Total comprehensive income for the period is attributable to:
Owners of the Group					57,678				83,305				40,642				46,371
Non-controlling interest					6				99				(7	)			95
Total comprehensive income for the period					57,684				83,404				40,635				46,466

 

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

 

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DLocal Limited

Unaudited Consolidated Condensed Interim Statements of Financial Position

As of June 30, 2024 and December 31, 2023

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

 

		Notes		June 30, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents		15		531,620		536,160
Financial assets at fair value through profit or loss		16		120,297		102,677
Trade and other receivables		17		455,503		363,374
Derivative financial instruments		22		622		2,040
Other assets		18		10,878		11,782
Total Current Assets				1,118,920		1,016,033
Non-Current Assets
Financial assets at fair value through profit or loss				—		1,710
Trade and other receivables				1,787		—
Deferred tax assets				1,913		2,217
Property, plant and equipment				3,576		2,917
Right-of-use assets				3,508		3,689
Intangible assets		19		60,637		57,887
Other assets		18		5,343		—
Total Non-Current Assets				76,764		68,420
TOTAL ASSETS				1,195,684		1,084,453
LIABILITIES
Current Liabilities
Trade and other payables		20		719,097		602,493
Lease liabilities				782		626
Tax liabilities		21		26,907		20,800
Derivative financial instruments		22		815		948
Provisions		23		276		362
Total Current Liabilities				747,877		625,229
Non-Current Liabilities
Deferred tax liabilities				2,299		753
Lease liabilities				3,106		3,331
Total Non-Current Liabilities				5,405		4,084
TOTAL LIABILITIES				753,282		629,313
EQUITY		14
Share Capital				574		591
Share Premium				173,093		173,001
Treasury Shares				(181,670)		(99,936)
Capital Reserve				32,812		21,575
Other Reserves				(14,829)		(9,808)
Retained earnings				432,307		369,608
Total Equity Attributable to owners of the Group				442,287		455,031
Non-controlling interest				115		109
TOTAL EQUITY				442,402		455,140
TOTAL LIABILITIES AND EQUITY				1,195,684		1,084,453

 

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

 

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DLocal Limited

Unaudited Consolidated Condensed Interim Statements of Changes in Equity

For the six-month period ended June 30, 2024 and 2023

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

 

		Notes		Share Capital		Share Premium		Treasury shares		Capital Reserve		Other Reserves		Retained Earnings		Total		Non- controlling interest		Total equity
Balance as of January 1st, 2024				591		173,001		(99,936)		21,575		(9,808)		369,608		455,031		109		455,140
Comprehensive Income for the period
Profit for the period				—		—		—		—		—		63,952		63,952		5		63,957
Exchange difference on translation on foreign operations				—		—		—		—		(5,021)		(1,253)		(6,274)		1		(6,273)
Total Comprehensive Income for the period				—		—		—		—		(5,021)		62,699		57,678		6		57,684
Transactions with Group owners in their capacity as owners
Share-options exercise		14		—		92		—		—		—		—		92		—		92
Share-based payments net of forfeitures		9		—		—		—		11,237		—		—		11,237		—		11,237
Repurchase of shares		14		(17)		—		(81,734)		—		—		—		(81,751)		—		(81,751)
Transactions with Group owners in their capacity as owners				(17)		92		(81,734)		11,237		—		—		(70,422)		—		(70,422)
Balance as of June 30, 2024				574		173,093		(181,670)		32,812		(14,829)		432,307		442,287		115		442,402
Balance as of January 1st, 2023				592		166,328		(2,021)		16,185		(1,448)		219,993		399,629		(9)		399,620
Comprehensive Income for the period
Profit for the period				—		—		—		—		—		80,141		80,141		100		80,241
Exchange difference on translation on foreign operations				—		—		—		—		1,442		1,722		3,164		(1)		3,163
Total Comprehensive Income for the period				—		—		—		—		1,442		81,863		83,305		99		83,404
Transactions with Group owners in their capacity as owners
Share-options exercise		14		—		2,158		—		(2,005)		—		—		153		—		153
Forfeitures		14		—		—		—		—		—		—		—		—		—
Share-based payments		9		—		—		—		3,750		—		—		3,750		—		3,750
Repurchase of shares				(14)		—		(97,915)		—		—		—		(97,929)		—		(97,929)
Transactions with Group owners in their capacity as owners				(14)		2,158		(97,915)		1,745		—		—		(94,026)		—		(94,026)
Balance as of June 30, 2023				578		168,486		(99,936)		17,930		(6)		301,856		388,908		90		388,998

 

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

 

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DLocal Limited

Unaudited Consolidated Condensed Interim Statements of Cash Flows

For the six-month periods ended June 30, 2024 and 2023

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

 

				Six months ended
		Notes		June 30, 2024		June 30, 2023
Cash flows from operating activities
Profit before income tax				81,131		93,296
Adjustments:
Interest (Income) from financial instruments		11		(13,915)		(22,212)
Interest charges for lease liabilities		11		87		95
Other finance expense				1,800		1,202
Finance expense related to derivative financial instruments				12,324		9,869
Net exchange differences				6,168		4,082
Fair value gain on financial assets at fair value through profit or loss		11		(33,589)		(3,654)
Amortization of Intangible assets		10		7,114		4,668
Depreciation of Property, plant and equipment and Right-of-use asset		10		737		716
Disposal of Right-of-use asset		10		11		—
Share-based payment expense, net of forfeitures		9		11,237		3,750
Other operating loss				3,372		—
Net Impairment loss/(gain) on financial assets		16		(101)		30
Inflation adjustment				(11,874)		—
				64,502		91,842
Changes in working capital
Increase in Trade and other receivables		17		(102,158)		(59,386)
Decrease in Other assets		18		2,503		12,157
Increase in Trade and other payables		20		113,232		190,139
Increase/(Decrease) in Tax Liabilities		21		7,750		(3,341)
Decrease in Provisions		23		(86)		(557)
Cash from operating activities				85,743		230,854
Income tax paid				(16,967)		(6,816)
Net cash from operating activities				68,776		224,038
Cash flows from investing activities
Acquisitions of Property, plant and equipment				(1,226)		(657)
Additions of Intangible assets		19		(9,864)		(8,145)
Acquisition of financial assets at FVPL				(96,841)		(48,139)
Net collections of financial assets at FVPL				98,301		1,523
Interest collected from financial instruments				13,915		21,975
Net cash used in investing activities				4,285		(33,443)
Cash flows from financing activities
Repurchase of shares		14		(81,751)		(97,929)
Share-options exercise				92		153
Interest payments on lease liability				(87)		(95)
Principal payments on lease liability				(69)		(276)
Finance expense paid related to derivative financial instruments				(11,039)		(11,337)
Other finance expense paid				(399)		(1,205)
Net cash (used in)/provided by financing activities				(93,253)		(110,689)
Net increase in cash flow				(20,192)		79,906
Cash and cash equivalents at the beginning of the period				536,160		468,092
Effects of exchange rate changes and inflation on cash and cash equivalents				15,652		1,388
Cash and cash equivalents at the end of the period				531,620		549,386

 

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

 

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DLocal Limited

Notes to Unaudited Consolidated Condensed Interim Financial Statements

At June 30, 2024

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

 

 

1. General information and Significant Events during the period

 

1.1. General information

 

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

 

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

 

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

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

In addition, the Group is subject to laws aimed at preventing money laundering, corruption and the financing of terrorism. This regulatory landscape is constantly changing, including as a consequence of the implementation of the Fifth Anti-Money Laundering Directive (Directive (EU) 2018/843, “MLD5”) and the proposed amendments to the MLD4, often referred to as the fourth Anti-Money Laundering Directive.

 

1.2. Significant events during the period

a) Class action lawsuits

 

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

 

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

 

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

 

We have also been named, along with several of our senior executives and/or directors, in a putative class action lawsuit filed in the U.S. District Court for the Eastern District of New York, asserting claims under Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as Rule 10b-5 promulgated thereunder. This lawsuit, captioned Laurenzi v. dLocal Ltd., et al., 1:23-cv-07501 (E.D.N.Y.) (Laurenzi Action), was initiated on October 6, 2023. On January 4, 2024, the Court appointed a Lead Plaintiff. On March 18, 2024, Lead Plaintiff filed an amended class action complaint. The amended complaint alleges misstatements and omissions in the registration statement for our June 2021 initial public offering and in various public filings and press releases during the period of June 2, 2021 through June 5, 2023. Pursuant to a schedule agreed upon with Lead Plaintiff’s counsel, we filed on April 30, 2024, a letter, as required by court rules, requesting a pre-motion conference regarding an anticipated motion to dismiss the Laurenzi Action in full. Lead Plaintiff responded to that letter on May 14, 2024. On June 10, 2024, the court held the requested preliminary conference and set a schedule for briefing on our motion to dismiss. We served our opening brief on August 9, 2024, Lead Plaintiff’s opposition is due on October 11, 2024, and our reply is due on November 8, 2024.

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

 

Developments in Argentina
 

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

 

 

 

 

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

 

2.1. Basis of preparation of consolidated condensed interim financial information

 

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

 

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

 

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

 

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

 

These Unaudited Consolidated Condensed Interim Financial Statements for the six months ended June 30, 2024 were authorized for issuance by the dLocal’s Board of Directors on August 13, 2024.

 

2.2. Changes in accounting policies adopted by the Group

 

Treasury shares

 

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

 

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

 

2.3. New accounting pronouncements

 

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

 

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

 

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

 

IAS 21 - The effects of changes in Foreign Exchange Rates (effective on January 01, 2025)

In August 2023, the IASB amended IAS 21 to help entities to determine whether a currency is exchangeable into another currency, and which spot exchange rate to use when it is not. These new requirements will apply for annual reporting periods beginning on or after 1 January 2025. The Company is assessing the impact of the standard.

 

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IFRS 18 - Presentation and disclosure in financial statements (effective on January 01, 2027)

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

 

• the structure of the statement of profit or loss;

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

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

 

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

 

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

 

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

 

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

 

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

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

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

 

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3. Accounting estimates and judgments

 

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

 

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

 

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4. Consolidation of subsidiaries

 

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

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

 

						% of equity interest held by Dlocal
Entity name		Country of incorporation		Principal activities		June 30, 2024
Olmerix S.A.		Uruguay		Finance entity		100%
Dlocal Nicaragua S.A.		Nicaragua		Collection entity		100%
Dlocal Malaysia Sdn. Bhd.		Malaysia		Collection entity		100%
CRI Demerge Costa Rica SRL		Costa Rica		Collection entity		100%
Demerge Singapore PTE Ltd		Singapore		Collection entity		100%

 

 

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

 

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5. Segment reporting

 

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

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

 

Adjusted EBITDA and Adjusted EBITDA Margin

 

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

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

 

			Six months ended				Three months ended
		Note	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Profit for the period (i)			63,957		80,241		46,239		44,791
Income tax expense		12	17,174		13,055		10,060		8,774
Inflation adjustment		11	4,309		2,680		1,941		1,661
Finance income		11	(47,504)		(25,866)		(29,247)		(18,878)
Finance costs		11	19,160		17,016		1,202		11,419
Depreciation and amortization		10	7,851		5,384		4,089		2,869
Other operating (gain)/loss			3,372		—		1,553		—
Impairment loss / (gain) on financial assets		16	(101)		30		76		(21)
Other non-recurring costs (ii)		8	—		1,229		—		—
Share-based payment non-cash charges, net of forfeitures		9	11,237		3,750		6,776		1,421
Adjusted EBITDA			79,455		97,519		42,689		52,036
Revenues		6	355,709		298,425		171,279		161,138
Adjusted EBITDA			79,455		97,519		42,689		52,036
Adjusted EBITDA Margin			22.3%		32.7%		24.9%		32.3%

 

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

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

 

 

 

 

 

 

 

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

 

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

 

Revenue breakdown by region and country

 

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

 

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

 

		Six months ended					Three months ended
		June 30, 2024		June 30, 2023			June 30, 2024		June 30, 2023
LatAm		264,108		225,115			138,718		126,877
Brazil		85,333		64,030			42,265		41,213
Mexico		69,871		51,009			35,838		28,303
Argentina		34,304		40,732			20,506		20,709
Chile		24,652		28,385			12,299		14,153
Other countries		49,948		40,959			27,810		22,499
Asia and Africa		91,601		73,310			32,561		34,261
Egypt		54,032		8,124			15,022		4,654
Nigeria		8,321		47,293			1,074		20,365
Other countries		29,248		17,893			16,465		9,242
Revenues		355,709		298,425			171,279		161,138

 

 

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Revenue with large customers

 

For the six months ended June 30, 2024, the Group’s revenue from its top 10 merchants represented 63% of revenue (58% of revenue for the six months ended June 30, 2023). For the six months ended June 30, 2024 there is two customers (one customer for the six months ended June 30, 2023) that on an individual level accounted for more than 10% of the total revenue.

 

Non current assets by country

 

 

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

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

 

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6. Revenues and Cost of Services

 

(a) Revenue and Gross profit description

 

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

 

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

 

		Six months ended				Three months ended
		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Transaction revenues (i)		353,895		294,205		170,612		158,696
Other revenues (ii)		1,814		4,220		667		2,442
Revenues from payment processing		355,709		298,425		171,279		161,138
Cost of services		(222,927)		(165,828)		(101,468)		(90,378)
Gross profit		132,782		132,597		69,811		70,760

 

(i)

Transaction revenues are comprised of processing fees, foreign exchange fee, installment fee, chargebacks, refunds fee, and other transactional fees. These fees are recognized as revenue at a point in time when a payment transaction, or its reversal in the case of chargeback and refunds, has been processed.

(ii)

Other revenues are mainly comprised of minor fees, such as initial setup fees, smart defense fees, issuing fees, maintenance fees, minimum monthly fees, and small transfer fees.

 

 

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

 

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

 

 

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(c) Cost of services

 

Cost of services are composed of the following:

 

		Six months ended				Three months ended
		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Processing costs (i)		211,740		158,249		95,539		86,446
Hosting expenses (ii)		3,785		3,021		2,011		1,463
Salaries and wages (iii)		1,337		939		753		502
Amortization of intangible assets (iv)		6,065		3,619		3,165		1,967
Cost of services		222,927		165,828		101,468		90,378

 

 

(i)

Include fees financial institutions (e.g., banks, local acquirers or payment methods) charge the Group, typically as percentage of the transaction value, but in certain cases, as a fixed fee in the case of pay-outs in relation to payment processing, cash advances, and installment payments. Such fees vary by financial institution and typically depend on the settlement period contracted with such institution, the payment method used and the type of product (e.g., pay-in or a pay-out). These fees also include conversion and expatriation or repatriation costs charged by banks and brokers and the corresponding hedging results. The effect recorded for the three months and six months ended June 30, 2024 was a gain of USD 1,477 and a loss of USD 9,064, compared to USD 4,827, and 5,617 for the three months and six months ended June 30, 2024. For further details see Note 22. Derivative financial instruments.

(ii)

Expenses related to hosting services for the Group’s payment platform.

(iii)

Consist of salaries and wages of the operations department directly involved in the day-to-day operations. For further detail refer to Note 9: Employee Benefits.

(iv)

Amortization of intangible assets corresponds to the amortization of the internally generated software (i.e., dLocal’s payment platform) by the Group. For further detail refer to Note 19: Intangible Assets.

 

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7. Technology and development expenses

 

Technology and development expenses are composed of the following:

 

		Six months ended				Three months ended
		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Salaries and wages (i)		5,286		2,231		2,766		1,228
Software licenses (ii)		3,342		1,334		1,853		665
Infrastructure expenses (iii)		2,435		985		1,345		543
Information and technology security expenses (iv)		85		130		33		54
Other technology expenses		725		250		411		150
Total Technology and development expenses		11,873		4,930		6,408		2,640

 

 

(i)

Consist primarily of FTEs compensation related to technology related roles, excluding the capitalized salaries and wages related to internally generated software. For further detail on total salaries and wages refer to Note 9: Employee Benefits.

(ii)

Consist of software licenses used by the technology development department for the development and maintenance of the platform.

(iii)

Corresponds to information technology costs to support our infrastructure and back-office operations.

(iv)

Comprises expenses of overall monitoring and security of our network and platform.

 

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8. Sales and marketing expenses and General and administrative expenses

 

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

 

		Six months ended				Three months ended
Sales and marketing expenses		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Salaries and wages (i)		7,244		5,969		3,391		2,447
Marketing expenses (ii)		1,892		1,994		1,114		659
Total Sales and marketing expenses		9,136		7,963		4,505		3,106
General and administrative expenses		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Salaries and wages (i)		29,350		15,527		15,766		8,379
Third-party services (iii)		11,342		9,022		5,928		4,448
Office expenses		1,312		1,940		611		1,033
Travel and other operating expenses		7,616		4,294		3,845		2,506
Amortization and depreciation		1,786		1,765		924		902
Total General and administrative expenses		51,406		32,548		27,074		17,268

 

(i)

Salaries and wages related to Full Time Equivalents (“FTE”) engaged in the Sales, Marketing and General and Administrative departments of the Group. For further detail on total salaries and wages refer to Note 9: Employee Benefits.

(ii)

Expenses related to trade marketing at events, the distribution and production of marketing and advertising campaigns mostly related to public relations expenses, commissions to third-party sales force and partners, and online performance marketing.

(iii)

Includes Advisors’ fees, Legal fees, Auditors’ fees and Human resources’ fees.

 

 

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9. Employee Benefits

 

Employee benefits is composed of the following:

 

		Six months ended				Three months ended
Salaries, wages and contractor fees (i)		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Salaries, wages and contractor fees (i)		40,775		29,061		20,550		15,474
Share-based payments (ii)		11,237		3,750		6,776		1,421
Total employee benefits		52,012		32,811		27,326		16,895

 

(i)

Salaries, wages and contractor fees include social security costs as well as annual bonuses compensations. This line also includes USD 4,650 for the three months ended June 30, 2024 and USD 8,795 for the six months ended June 30, 2024 (USD USD 4,339 for the three months ended June 30, 2023 and 8,145 for the six months ended June 30, 2023) related to capitalized salaries and wages.

(ii)

The share-based payments relate to equity-settled compensation expenses, net of forfeitures if any. For further information refer to Note 13: Share-based payments.

 

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10. Amortization and Depreciation

 

Amortization and depreciation expenses are composed of the following:

 

		Six months ended				Three months ended
		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Amortization of intangible assets		7,114		4,668		3,690		2,492
Amortization of Right-of-use asset		170		309		81		165
Depreciation of Property, plant & equipment		567		407		318		212
Total Amortization and Depreciation		7,851		5,384		4,089		2,869

 

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

 

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11. Other Results

 

Other results is composed of the following categories:
 

		Six months ended				Three months ended
		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Interest Income from Financial Instruments (i)		13,915		22,212		6,473		15,313
Fair value gains of financial assets at FVPL (i)		33,589		3,654		22,774		3,565
Finance income		47,504		25,866		29,247		18,878
		Six months ended				Three months ended
		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Finance expense related to derivative financial instruments (ii)		(11,039)		(11,637)		(888)		(7,051)
Other finance expenses (iii)		(8,034)		(5,284)		(270)		(4,316)
Interest charges for lease liabilities (iv)		(87)		(95)		(44)		(52)
Finance costs		(19,160)		(17,016)		(1,202)		(11,419)
Inflation adjustment (v)		(4,309)		(2,680)		(1,941)		(1,661)
Other results		24,035		6,170		26,104		5,798

(i)

Includes financial income and gains resulting from the remeasurement of short-term liquid financial instruments and financial assets measured at fair value through profit and loss.

(ii)

Represents the rate implicit in derivative financial instruments not designated as hedging instruments. The Group elected to separate the spot element from the forward element of the derivative foreign exchange instruments and designated as a hedging instrument the changes in the fair value of the spot element. Changes in the fair value of the hedging portion of the derivative contract are recognized within Costs of Services while changes in the fair value of the non-designated portion; i.e. the forward element, are presented within Finance Costs. For further information refer to Note 22 Derivative financial instruments.

(iii)

Represents net effects of foreign exchange results in subsidiaries and in an intra-group loan denominated in US Dollars between subsidiaries located in Argentina and Malta, as well as, a fair value adjustments of other financial assets measured at FVTPL.

(iv)

Finance costs associated with lease liabilities resulting from the application of IFRS 16 Leases.

(v)

As required by IAS 29, the financial statements of the Group’s Argentina subsidiary was restated to reflect the purchasing power of the hyperinflationary currency. Therefore, a loss on net monetary position was recognized during the period ended June 30, 2024.

 

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12. Income Tax

 

Income tax expense is recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year. The estimated average income tax rate used for the six months ended June 30, 2024 is 21.2%, compared to 14.0% for the six months ended June 30, 2023. The effective income tax rate increase is explained by an increase in the results of subsidiaries located in countries where the income tax rate is higher.

 

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

 

		Six months ended				Three months ended
Current Income Tax		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Current Income Tax on profits for the period		(15,324)		(11,318)		(9,943)		(7,687)
Total Current Income Tax expense		(15,324)		(11,318)		(9,943)		(7,687)
Deferred income tax		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
(Decrease)/Increase in deferred income tax assets		(304)		447		(270)		261
(Increase)/Decrease in deferred income tax liabilities		(1,546)		(2,184)		153		(1,348)
Total Deferred income tax (expense)		(1,850)		(1,737)		(117)		(1,087)
Income Tax expense		(17,174)		(13,055)		(10,060)		(8,774)

 

 

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13. Share-based payments

 

 

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

 

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

 

		June 30, 2024				December 31, 2023
		Average				Average
		exercise price		Number of		exercise price		Number of
		(U.S. Dollars)		options and RSUs		(U.S. Dollars)		options and RSUs
At the beginning of the period		6.86		6,962,302		8.30		3,534,561
Granted during the period		4.34		672,133		5.53		4,340,239
Exercised during the period		0.31		(288,301)		2.25		(663,897)
Cancelled during the period		—		(4,158)		—		—
Forfeited during the period		9.33		(423,518)		14.06		(248,601)
At the end of the period		6.74		6,918,458		6.86		6,962,302
Vested and exercisable at the end of the period		8.32		1,090,536		7.03		704,006

 

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

 

As of June 30, 2024, the Group has 230,000 PSUs, 3,433,131 RSUs, and 3,255,327 Stock Options outstanding.

 

For the six months period ended June 30, 2024, total compensation expense of the plans was USD 11,237 (June 30, 2023 - USD 3,750) as presented in Note 9 Employee Benefits.

 

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14. Capital management

 

(a) Share capital

 

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

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

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

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

 

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

 

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

 

		June 30, 2024				June 30, 2023
		Amount		USD		Amount		USD
Issued and Fully Paid Up Shares of USD 0.002 each
Class A Common Shares		153,057,786		306		155,193,014		310
Class B Common Shares		134,054,192		268		134,054,192		268
		287,111,978		574		289,247,206		578
Share Capital evolution
Share Capital as at January 1		295,991,665		591		296,029,870		592
i) Issue of common shares at USD 0.002		288,301		—	*	253,572		—
ii) Repurchase of shares		(9,167,988)		(17)		(7,036,236)		(14)
Share capital as of June 30, 2024		287,111,978		574		289,247,206		578

 

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

 

 

(b) Share Premium

 

For the six months ended June 30, 2024 and 2023, dLocal issued 288,301 and 253,572 new Class A Common Shares receiving total proceeds of USD 92 and 153, respectively, related to the exercise of share-options.

 

(c) Treasury Shares

 

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

 

As of June 30, 2024 the Company has repurchased 9,167,988 shares at an average price of USD 8.92 per share, amounting to a total consideration of USD 81,751. The repurchased shares are held as treasury shares and are accounted for at cost.

 

 

 

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(d) Capital reserve

 

The Capital reserve corresponds to reserves related to the share-based plans, as described in Note 13: Share-based payments and warrants to the Annual Financial Statements for the year ended December 31, 2023. Accordingly, this reserve is related to share-based payment compensation plans of the Group. As of June 30, 2024, the shared-based payments represent a total of USD 11,237.

 

(c) Other Reserves

 

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

 

 

 

 

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(e) Earnings per share

 

 

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

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

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

 

		Six months ended				Three months ended
		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Profit attributable to common shareholders (U.S. Dollars)		63,952,000		80,141,000		46,244,000		44,697,412
Weighted average number of common shares		294,781,316		293,403,907		293,430,253		291,700,873
Adjustments for calculation of diluted earnings per share(1)		15,348,015		16,358,508		14,996,249		16,160,368
Weighted average number of common shares for calculating diluted earnings per share		310,129,331		309,762,415		308,426,502		307,861,241
Basic earnings per share		0.22		0.27		0.16		0.15
Diluted earnings per share		0.21		0.26		0.15		0.15

 

 

1 For the six months ended June 30, 2024, the adjustment corresponds to the dilutive effect of i) 8,266,680 average shares related to share-based payment warrants described in Note 13: Share-based payments and warrants to the Annual Financial Statements for the year ended December 31, 2023; and ii) 7,081,335 average shares related to share-based payment plans with employees (14,612,059 and 1,746,449 respectively for the six months ended June 30, 2023). For the three months ended June 30, 2024, the adjustment corresponds to the dilutive effect of i) 8,138,593 average shares related to share-based payment warrants; and ii) 6,857,656 average shares related to share-based payment plans with employees (14,555,263 and 1,605,105 respectively for the three months ended June 30, 2023).

 

 

 

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15. Cash and cash equivalents

 

Cash and cash equivalents breakdown is presented below:

 

		June 30, 2024		December 31, 2023
Own Balances		186,181		222,808
Merchant Clients Funds		345,439		313,352
		531,620		536,160

 

As of June 30, 2024, USD 531,620 (USD 536,160 on December 31, 2023) represents cash on hand, demand deposits with financial institutions and other short-term liquid financial instruments.

 

Own Balances correspond to cash and cash equivalents of the Group while Merchant Clients Funds correspond to freely available funds collected from the merchants’ customers, that can be invested in secure, liquid low-risk assets until they are transferred to the merchants in accordance with the agreed conditions with them or transferred to Own Funds accounts for the portion that corresponds to the Group fees. As of June 30, 2024 , Merchant Clients Funds includes USD 66,479 pending to be transferred to Own Funds accounts (USD 59,900 as of December 31, 2023).

 

 

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16. Financial assets at fair value through profit or loss

 

(a)

Classification of financial assets at fair value through profit or loss

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

 

Instrument

Reference

Maturity date

Interest rate (%)

Linked with

June 30, 2024

December 31, 2023

Argentina Treasury Bonds

TV24 (i)

Apr-24

0.40%

Dollar linked

—

94,667

Argentina Treasury Bonds

TDG24

Aug-24

0%/3.25%

U.S. Dollar/CER index*

9,572

8,059

Argentina Treasury Bonds

TDE25

Jan-25

0%/3.25%

U.S. Dollar/CER index*

2,173

1,661

Argentina Treasury Bonds

TV25

Mar-25

0.50%

Dollar linked

11,083

—

Argentina Treasury Bonds

TZV25

Jun-25

—

Dollar linked

71,489

—

Argentina Treasury Bonds

T2V4

Sep-24

0.50%

Dollar linked

576

—

Argentina Treasury Notes

S31E5 (ii)

Jan-25

5.50%

—

25,404

—

120,297

104,387

*Stabilization Reference Coefficient adjusted by inflation

 

(i) According to the respective maturity date, the bond TV24 was fully settled during April, 2024. We used the funds to acquire new financial assets and bonds to reinforce our economic commitment.

 

(ii) The Company has applied the fair value option irrevocably designated as measured at FVPL as an alternative measurement for selected financial assets, which the Company had not irrevocably elected to classify at fair value through OCI.

(b)

Amounts recognized in profit or loss

 

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

 

(c)

Risk exposure and fair value measurements

 

All of the Group’s listed bonds investments are listed on the Argentinian Stock Exchange (Bolsas y Mercados Argentinos - BYMA). For the investments classified as FVPL, the impact of a 10% increase in the Argentinian Index at the reporting date on profit or loss would have been an increase of USD 12,029 after tax. An equal change in the opposite direction would have decreased profit or loss by USD 12,029 after tax.

 

 

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17. Trade and other receivables

 

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

 

		June 30, 2024		December 31, 2023
Current
Trade receivables		398,803		319,921
Loss allowance		(165)		(459)
Trade receivables net		398,638		319,462
Advances and other receivables		56,865		43,912
Total Current Trade and Other Receivables		455,503		363,374

 

		June 30, 2024		December 31, 2023
Non current
Advances and other receivables		1,787		—
Total Non Current Trade and Other Receivables		1,787		—

 

 

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

 

Loss allowance and impairment losses

 

The following table presents the evolution of the loss allowance:

 

		2024		2023
Opening book value as at January 1		(459)		(280)
Decrease in loss allowance for trade receivables		282		(30)
Reversal of write-off		12		140
Total as at June 30		(165)		(170)
Net impairment gain on financial assets		101		(30)

 

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

 

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

 

The expected loss rates are based on the payment profiles of debtors over a period of 48 months before year end and the corresponding historical credit losses experienced within this period. The historical loss rate is adjusted to reflect current and forward-looking information on credit risk ratings of the countries in which the Group sells its services which affects the ability of the debtors to settle the receivables. On that basis, the average expected credit loss rate of the 0-30 past due bucket was determined at 0.1% for the six months ended June 30, 2024 (0.2% in the six months ended June 30, 2023).

 

 

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18. Other Assets

 

Other assets are composed of the following:

 

Current		June 30, 2024		December 31, 2023
Money held in escrow and guarantees due to: (i)		9,065		11,635
-Banks requirements		5,069		3,000
-Processors and others requirements		3,873		5,072
-Credit card requirements		123		3,563
Rental guarantees		214		147
Other financial asset measure as FVTPL (ii)		1,599		—
Total current Other Assets		10,878		11,782
Non Current
Other financial asset measure as FVTPL (ii)		5,343		—
Total Non Current Other Assets		5,343		—

 

(i)

Includes own funds and investments held in escrow and guarantees required by processors, credit cards and merchants. In 2023, some merchants entered into stand by credit letters with banks that required the Group to maintain certain collaterals in such banks. Amounts held in escrow also include funds held in a pledge account to collateralize overdrafts and pre-settlements agreements with a bank. Finally, it also includes guarantees issued to processors and credit cards institutions. These agreements have short-term maturities

(ii)

During the six-month period ended June 30, 2024, the Company reclassified USD 6,942 from trade receivables to other assets. These financial assets, which are held at fair value through profit or loss, do not qualify for measurement at amortized cost or fair value through other comprehensive income. The net present value of these selected financial instruments was determined in an unquoted market.

 

 

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19. Intangible Assets

 

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

 

		2024						2023
		Internally generated software		Acquired and other intangible assets		Total		Internally generated software		Acquired and other intangible assets		Total
Cost		40,446		39,901		80,347		23,752		39,335		63,087
Accumulated amortization		(16,683)		(5,777)		(22,460)		(7,972)		(3,672)		(11,644)
Opening book value as at January 1		23,763		34,124		57,887		15,780		35,663		51,443
Additions (i)		8,795		1,069		9,864		8,145		—		8,145
Amortization of the period		(6,065)		(1,049)		(7,114)		(3,619)		(1,049)		(4,668)
Total as at June 30		26,493		34,144		60,637		20,306		34,614		54,920
Cost		49,241		40,970		90,211		31,897		39,335		71,232
Accumulated amortization		(22,748)		(6,826)		(29,574)		(11,591)		(4,721)		(16,312)

 

(i) The additions of the six months ended June 30, 2024 include USD 8,795 related to capitalized salaries and wages (USD 8,145 as of June 30, 2023).

 

		As of June 30, 2024		As of December 31, 2023
Cost		90,211		80,347
Accumulated amortization		(29,574)		(22,460)
Net book amount		60,637		57,887

 

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

 

 

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20. Trade and other payables

 

Trade and Other Payables are composed of the following:

 

		June 30, 2024		December 31, 2023
Trade Payables		675,986		572,394
Accrued Liabilities		13,967		10,192
Other Payables		29,144		19,907
Total Trade and other payables		719,097		602,493

 

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

 

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

 

 

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21. Tax Liabilities

 

The tax liabilities breakdown is as follows:

 

		June 30, 2024		December 31, 2023
Income tax payable		21,923		20,280
Other tax liabilities		4,984		520
Income tax perception		2,189		159
Digital services withholding VAT		2,795		341
Other Taxes		—		20
Total Tax Liabilities		26,907		20,800

 

 

 

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22. Derivative financial instruments

 

Derivative financial instruments: forward agreements

 

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

 

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

 

 

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In USD thousand		Type Contract		Outstanding notional amount as of June 30, 2024		Outstanding balance as of June 30, 2024 - Derivative financial assets / (liabilities)		Outstanding notional amount as of December 31, 2023		Outstanding balance as of December 31, 2023 - Derivative financial assets / (liabilities)
Assets
Buy EUR
US Dollar		Non-delivery forwards		—		—		29,114		480
Buy USD
Brazilian Reais		Non-delivery forwards		493		11		—		—
Argentine Peso		Non-delivery forwards		5,000		381		3,400		7
Argentine Peso		Futures Contract		3,500		21		—		—
Egyptian Pound		Non-delivery forwards		9,888		155		20,865		1,479
Uruguayan Peso		Forward		1,258		8		—		—
Japan		Forward		73		1		—		—
Sell EUR
US Dollar		Futures Contract		(11,426)		6		—		—
Sell USD						—
Argentine Peso		Futures Contract		(1,000)		28		—		—
Southafrican Rand		Forward		(88)		1		(2,345)		12
Southafrican Rand		Futures Contract		(539)		11		—		—
Peruvian Sol		Non-delivery forwards		—		—		(1,252)		62
Total						622				2,040
Liabilities
Non-delivery forwards
Buy EUR
US Dollar		Futures Contract		23,551		(169)		—		—
Moroccan Dirham		Forward		—		—		1,490		(51)
Buy USD
Brazilian Reais		Non-delivery forwards		—		—		3,715		(30)
Chilean Peso		Non-delivery forwards		—		—		19,874		(174)
Chilean Peso		Forward		10,800		(64)		—		—
Uruguayan Peso		Non-delivery forwards		—		—		2,552		(48)
Argentine Peso		Futures Contract		1,000		(6)		—		—
United Arab Emirates Dirham		Forward		133		(0)		—		—
Indian Rupee		Non-delivery forwards		1,429		(4)		2,397		(7)
Southafrican Rand		Forward		11,473		(230)		8,128		(230)
Southafrican Rand		Futures Contract		14,773		(278)		—		—
Peruvian Sol		Non-delivery forwards		—		—		1,200		(67)
Vietnamese Dong		Non-delivery forwards		3,664		(21)		4,054		(32)
Saudi Riyal		Forward		6,760		(14)		—		—
Moroccan Dirham		Forward		5,286		(25)		6,263		(240)
Sell EUR
US Dollar		Non-delivery forwards		—		—		(6,323)		(40)
Sell USD
Indian Rupee		Non-delivery forwards		—		—		(950)		(1)
Brazilian Reais		Non-delivery forwards		(487)		(5)		—		—
Moroccan Dirham		Forward		—		—		(3,274)		(28)
Total						(815)				(948)

 

 

				Six months ended				Three months ended
				June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Net gain on foreign currency forwards recognized in ‘Costs of Services’				9,064		5,617		(1,477)		4,827
Net loss on foreign currency forwards recognized in ‘Finance Costs’				(11,039)		(11,637)		(888)		(7,051)

 

 

 

 

 

 

 

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(i) Classification of derivatives

 

 

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

 

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23. Provisions

 

(a) Current or potential proceedings

 

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

 

(b) Movements in current or potential proceedings

 

Movements in current or potential proceedings are set out below:

 

		2024		2023
Carrying amount as at January 1		362		1,473
Reversal to labor provision		(92)		(571)
Interest charges for labor provision		6		14
Total carrying amount at June 30		276		916

 

 

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24. Related parties

 

 

(a) Related Party Transactions

 

Dlocal Argentina S.A. entered into a loan agreement with Dlocal Group in June 2023 for a total amount of USD 100,000 with maturity date extended by two months to August, 2024. The main purpose of the loan was the acquisition of the Argentinian bonds as detailed on note 1.2 (b) and note 16. As both subsidiaries are fully consolidated, outstanding balances have been eliminated. The main impact on these consolidated financial statements refers to foreign exchange losses on the Dlocal Argentina S.A.

 

(b) Key Management compensation

 

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

 

		Six months ended				Three months ended
		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Short-term employee benefits – Salaries and wages		1,498		979		758		520
Long-term employee benefits – Share-based payment		7,658		1,447		4,112		771
		9,156		2,426		4,870		1,291

 

(c) Transactions with other related parties

 

The following transactions occurred with related parties:

 

		Six months ended				Three months ended
		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Transactions with merchants – Revenues		259		1,043		18		808
Transactions with preferred suppliers (Collection agents) – Costs		—		(10)		1		(2)

 

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

 

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

 

		June 30, 2024		December 31, 2023
Transactions with merchants – trade receivables		345		406
Transactions with merchants – trade payables		41		—
Transactions with preferred suppliers (Collection agents) – trade payables		—		(19)

 

Outstanding balances are unsecured and are repayable in cash.

 

 

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25. Fair value hierarchy

 

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

 

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

 

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

 

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

 

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

 

 

June 30, 2024		FVPL		Amortized cost		Total		Level 1		Level 2
Assets
Financial Assets at Fair Value through Profit or Loss		120,297		—		120,297		120,297		—
Other Assets		6,942		9,279		16,221		—		6,942
Trade and Other Receivables		—		457,290		457,290		—		—
Derivative financial instruments		622		—		622		—		622
Cash and Cash Equivalents		—		531,620		531,620		—		—
		127,861		998,189		1,126,050		120,297		7,564

 

December 31, 2023		FVPL		Amortized cost		Total		Level 1		Level 2
Assets
Financial Assets at Fair Value through Profit or Loss		104,387		—		104,387		104,387		—
Other Assets		—		11,782		11,782		—		—
Trade and Other Receivables		—		363,374		363,374		—		—
Derivative financial instruments (1)		2,040		—		2,040		—		2,040
Cash and Cash Equivalents		—		536,160		536,160		—		—
		106,427		911,316		1,017,743		104,387		2,040

 

June 30, 2024		FVPL		Amortized cost		Total		Level 1		Level 2
Liabilities
Trade and Other Payables		—		(719,097)		(719,097)		—		—
Lease liabilities		—		(3,888)		(3,888)		—		—
Derivative financial instruments		(815)		—		(815)		—		(815)
		(815)		(722,985)		(723,800)		—		(815)

 

December 31, 2023		FVPL		Amortized cost		Total		Level 1		Level 2
Liabilities
Trade and Other Payables		—		(602,493)		(602,493)		—		—
Lease liabilities		—		(3,957)		(3,957)		—		—
Derivative financial instruments		(948)		—		(948)		—		(948)
		(948)		(606,450)		(607,398)		—		(948)

 

 

 

 

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(1)

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

 

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

 

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26. Subsequent events

 

 

As of date of issuance of these consolidated financial statements, the Company has repurchased 2,415,717 Class A common shares for a total amount of USD 19,316 pursuant to the share buyback program described in note 14.c).
 

 

 

 

 

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Exhibit 99.3

 

 

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Exhibit 99.3

 

 

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Exhibit 99.3

 

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Exhibit 99.3

 

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Exhibit 99.3

 

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Exhibit 99.3

 

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Exhibit 99.3

 

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Exhibit 99.3

 

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Exhibit 99.3

 

 

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Exhibit 99.3

 

 

 

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Exhibit 99.3

 

 

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Exhibit 99.3

 

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Exhibit 99.3

 

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Exhibit 99.3

 

 

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Exhibit 99.3

 

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Exhibit 99.3

 

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Exhibit 99.3

 

 

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Exhibit 99.3

 

 

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Exhibit 99.3

 

 

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Exhibit 99.3

 

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Exhibit 99.3

 

 

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Exhibit 99.3

 

 

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Exhibit 99.3

 

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

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Exhibit 99.4

 

 

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