6-K
CI&T Inc (CINT)
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 Of
The Securities Exchange Act Of 1934
For the month of March 2024
Commission File Number: 001-41035
CI&T Inc
(Exact Name of Registrant as Specified in its Charter)
N/A
(Translation of registrant’s name into English)
Estrada Guiseppina Vianelli De Napoli, 1455 – C, Globaltech 13.100-000 - Brazil
Campinas-State of São Paulo
13086-902 - Brazil
+55 19 21024500
(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 ____X____ 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 ____X____
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 ____X____
Table of Contents
CI&T Inc
TABLE OF CONTENTS
| ITEM |
|---|
| 1. CI&T files 2023 Annual Report on Form 20-F |
| 2. Restated financial information for the quarters of 2023 |
| 1 |
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Table of Contents
CI&T files 2023 Annual Report on Form 20-F
New York, March 28, 2024 - CI&T Inc (NYSE: CINT), a global digital specialist, announces today that it has filed its annual report on Form 20-F for the fiscal year ended December 31, 2023 with the U.S. Securities and Exchange Commission (SEC). The report is available on the SEC's website, at http://www.sec.gov, and on CI&T's website, at https://investors.ciandt.com/ (under Financials > SEC Filings).
Click here to access the 2023 Annual Report on Form 20-F.
Shareholders may receive a hard copy of CI&T's complete audited financial statements free of charge upon request to CI&T's Investor Relations office at [email protected].
About CI&T
CI&T (NYSE:CINT) is a global hyper digital specialist, a partner in AI-powered digital transformation and efficiency for 100+ large enterprises and fast growth clients. As digital natives, CI&T brings a 29-year track record of accelerating business impact through complete and scalable digital solutions. With a global presence in nine countries with a nearshore delivery model, CI&T provides strategy, data science, design, and engineering, unlocking top-line growth, improving customer experience and driving operational efficiency. Recognized by Forrester as a Leader in Modern Application Development Services, CI&T is the Employer of Choice for more than 6,000+ professionals.
Investor Relations Contact:
Eduardo Galvão
Media Relations Contact:
Zella Panossian
| 2 |
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Table of Contents
Restated financial information for the quarters of 2023
New York - March 28, 2024 - CI&T (NYSE: CINT, “Company”), in continuation of the announcement from March 7, 2024, communicates that it filed today with the U.S. Securities and Exchange Commission its annual report on Form 20-F, containing its audited consolidated financial statements as of and for the year ended on December 31, 2023, and comparative restated financial statements as of and for the year ended December 31, 2022, and hereby presents a summary of its restated financial information of and for the periods ended March 31, 2023 (1Q23), June 30, 2023 (2Q23), and September 30, 2023 (3Q23) (collectively, the “Quarters of 2023”).
As previously disclosed, the restated financial information presented corrects the following errors:
| (i) | the lack of the accounting of the deferred income accounting for tax-deductible goodwill, as required under the International Financial Reporting Standard (IFRS); |
|---|---|
| (ii) | the amortization of the identifiable intangible assets recognized as part of the Dextra business combination, which was considered nondeductible in the income tax calculation, and it was not consistent with the Brazilian income tax regulations; and |
| (iii) | the misclassification of the effects of foreign exchange variation related to loans and borrowings denominated in foreign currency (USD) and designated as hedge instruments. Such classification was previously recognized as a separate line in the statement of financial position, and now it is classified within loans and borrowings, which originated the foreign exchange variation. |
The corrective adjustments required in accordance with IFRS are non-cash in nature and will not increase the amount of income tax to be paid in the future. The corrective adjustments do not impact “net revenue,” “operating profit before financial income and tax,” or any other line of statement of profit and loss that is above “profit before income tax" for the Quarters of 2023.
Each of the affected financial information line items has been corrected for the Quarters of 2023 and are identified in the tables below.
| 3 |
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Table of Contents
1Q23 - The following tables summarize the impacts on the Company's unaudited condensed consolidated interim financial information as of and for the period ended March 31, 2023:
| March 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Condensed consolidated statements of financial position | As previously reported | Reclassification (iii) | Adjustments ^(i)/ (ii)^ | As restated | ||
| Current assets | ||||||
| Non-derivatives - hedge accounting | 30,698 | (30,698 | ) | - | - | |
| Recoverable taxes | 15,051 | - | 11,682 | 26,733 | ||
| Total current assets | 1,111,449 | (30,698 | ) | 11,682 | 1,092,433 | |
| Deferred tax assets | 37,848 | - | (21,265 | ) | 16,583 | |
| Total non-current assets (a) | 1,912,054 | - | (21,265 | ) | 1,890,789 | |
| Total assets | 3,023,503 | (30,698 | ) | (9,583 | ) | 2,983,222 |
| Current liabilities | ||||||
| Loans and borrowings | 233,583 | 1,645 | - | 235,228 | ||
| Non-derivatives - hedge accounting | 40,052 | (40,052 | ) | - | - | |
| Total current liabilities (a) | 736,973 | (38,407 | ) | - | 698,566 | |
| Non-current liabilities | ||||||
| Loans and borrowings | 714,741 | 7,709 | - | 722,450 | ||
| Deferred tax liabilities | - | - | 29,371 | 29,371 | ||
| Total non-current liabilities | 899,461 | 7,709 | 29,371 | 936,541 | ||
| Total liabilities | 1,636,434 | (30,698 | ) | 29,371 | 1,635,107 | |
| Total equity | 1,387,069 | - | (38,954 | ) | 1,348,115 | |
| Total equity and liabilities | 3,023,503 | (30,698 | ) | (9,583 | ) | 2,983,222 |
| (a) | In May 2023, the Company concluded the measurement of the fair value of assets acquired and liabilities assumed from the Ntersol acquisition and registered the amount of R$ 5,096 thousand in goodwill and accounts payable for business acquired, retrospectively, in accordance with IFRS 3. | |||||
| --- | --- | |||||
| March 31, 2023 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Condensed consolidated statements of profit or loss | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | |||
| Profit before income tax | 64,105 | - | 64,105 | |||
| Current income tax | (14,780 | ) | 1,379 | (13,401 | ) | |
| Deferred income tax | 3,057 | (10,127 | ) | (7,070 | ) | |
| Total income tax expense | (11,723 | ) | (8,748 | ) | (20,471 | ) |
| Net profit for the period | 52,382 | (8,748 | ) | 43,634 | ||
| Earnings per share – basic (in R$) | 0.39 | (0.29) | 0.10 | |||
| Earnings per share – diluted (in R$) | 0.38 | (0.28) | 0.10 | |||
| 4 | ||||||
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Table of Contents
| March 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Condensed consolidated statements of other comprehensive income | As previously reported | Adjustments | As restated | |||
| Total comprehensive income (loss) for the period | 43,015 | (8,748 | ) | 34,267 | ||
| March 31, 2023 | ||||||
| --- | --- | --- | --- | --- | ||
| Condensed consolidated statements of changes in equity | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | |||
| Retained earnings (opening balance) | 251,873 | (30,206 | ) | 221,667 | ||
| Net profit for the period | 52,382 | (8,748 | ) | 43,634 | ||
| Balance as of March 31, 2023 | 1,387,069 | (38,954 | ) | 1,348,115 | ||
| March 31, 2023 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Condensed consolidated statements of cash flows | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | |||
| Net profit for the period | 52,382 | (38,954 | ) | 13,428 | ||
| Adjustments for: | ||||||
| Income tax | 11,723 | 38,954 | 50,677 | |||
| Changes in operating assets and liabilities: | (895 | ) | - | (895 | ) | |
| Cash generated from operating activities | 116,562 | - | 116,562 | |||
| March 31, 2023 | ||||||
| --- | --- | --- | --- | --- | ||
| Basic and diluted earnings per share | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | |||
| Numerator | ||||||
| Profit attributable to holders of common shares | 52,382 | (38,954 | ) | 13,428 | ||
| Denominator | ||||||
| Weighted average number of basic shares held by shareholders | 133,834,456 | - | 133,834,456 | |||
| Earnings per share – basic | 0.39 | (0.29 | ) | 0.10 | ||
| Numerator | ||||||
| Profit attributable to holders of common shares | 52,382 | (38,954 | ) | 13,428 | ||
| Denominator | ||||||
| Weighted average number of diluted shares held by shareholders | 137,279,821 | - | 137,279,821 | |||
| Net earnings per share – diluted | 0.38 | (0.28 | ) | 0.10 | ||
| 5 | ||||||
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Table of Contents
2Q23 - The following tables summarize the impacts on the Company’s unaudited condensed consolidated interim financial information as of and for the period ended June 30, 2023:
| June 30, 2023 | ||||||
|---|---|---|---|---|---|---|
| Condensed consolidated statements of financial position | As previously reported | Reclassification ^(iii)^ | Adjustments ^(^^i^^)/ (ii)^ | As restated | ||
| Current assets | ||||||
| Non-derivatives - hedge accounting | 29,090 | (29,090 | ) | - | - | |
| Recoverable taxes | 22,401 | - | 13,061 | 35,462 | ||
| Total current assets | 976,262 | (29,090 | ) | 13,061 | 960,233 | |
| Deferred tax assets | 28,187 | - | (12,770 | ) | 15,417 | |
| Total non-current assets | 1,841,729 | - | (12,770 | ) | 1,828,959 | |
| Total assets | 2,817,991 | (29,090 | ) | 291 | 2,789,192 | |
| Current liabilities | ||||||
| Loans and borrowings | 200,285 | 366 | - | 200,651 | ||
| Non-derivatives - hedge accounting | 31,288 | (31,288 | ) | - | - | |
| Total current liabilities | 583,770 | (30,922 | ) | - | 552,848 | |
| Non-current liabilities | ||||||
| Loans and borrowings | 663,069 | 1,832 | - | 664,901 | ||
| Deferred tax liabilities | - | - | 48,116 | 48,116 | ||
| Total non-current liabilities | 837,437 | 1,832 | 48,116 | 887,385 | ||
| Total liabilities | 1,421,207 | (29,090 | ) | 48,116 | 1,440,233 | |
| Total equity | 1,396,784 | - | (47,825 | ) | 1,348,959 | |
| Total equity and liabilities | 2,817,991 | (29,090 | ) | 291 | 2,789,192 | |
| 6 | ||||||
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Table of Contents
| Six months ended June 30, 2023 | Three months ended June 30, 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed consolidated statements of profit or loss | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | ||||||
| Profit before income tax | 123,243 | - | 123,243 | 59,137 | - | 59,137 | ||||||
| Current income tax | (18,668 | ) | 2,758 | (15,910 | ) | (3,888 | ) | 1,379 | (2,509 | ) | ||
| Deferred income tax | (4,353 | ) | (20,377 | ) | (24,730 | ) | (7,410 | ) | (10,250 | ) | (17,660 | ) |
| Total income tax expense | (23,021 | ) | (17,619 | ) | (40,640 | ) | (11,298 | ) | (8,871 | ) | (20,169 | ) |
| Net profit for the period | 100,222 | (17,619 | ) | 82,603 | 47,839 | (8,871 | ) | 38,968 | ||||
| Earnings per share – basic (in R$) | 0.75 | (0.36 | ) | 0.39 | 0.36 | (0.07 | ) | 0.29 | ||||
| Earnings per share – diluted (in R$) | 0.73 | (0.35 | ) | 0.38 | 0.35 | (0.06 | ) | 0.28 | ||||
| Six months ended June 30, 2023 | Three months ended June 30, 2023 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Condensed consolidated statements of other comprehensive income | As previously reported | Adjustments | As restated | As previously reported | Adjustments | As restated | ||||||
| Total comprehensive income (loss) for the period | 61,917 | (17,619 | ) | 44,298 | 18,901 | (8,871 | ) | 10,030 | ||||
| June 30, 2023 | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Condensed consolidated statements of changes in equity | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | |||||||||
| Retained earnings (opening balance) | 251,873 | (30,206 | ) | 221,667 | ||||||||
| Net profit for the period | 100,222 | (17,619 | ) | 82,603 | ||||||||
| Balance as of June 30, 2023 | 1,396,784 | (47,825 | ) | 1,348,959 | ||||||||
| June 30, 2023 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| Condensed consolidated statements of cash flows | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | |||||||||
| Net profit for the period | 100,222 | (47,825 | ) | 52,397 | ||||||||
| Adjustments for: | ||||||||||||
| Income tax | 23,021 | 47,825 | 70,846 | |||||||||
| Changes in operating assets and liabilities: | (105,961 | ) | - | (105,961 | ) | |||||||
| Cash generated from operating activities | 117,635 | - | 117,635 | |||||||||
| 7 | ||||||||||||
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Table of Contents
| Six months ended June 30, 2023 | Three months ended June 30, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Basic and diluted earnings per share | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | ||
| Numerator | ||||||||
| Profit attributable to holders of common shares | 100,222 | (47,825 | ) | 52,397 | 47,839 | (8,871 | ) | 38,968 |
| Denominator | ||||||||
| Weighted average number of basic shares held by shareholders | 133,798,605 | - | 133,798,605 | 133,762,515 | - | 133,762,515 | ||
| Earnings per share – basic | 0.75 | (0.36 | ) | 0.39 | 0.36 | (0.07 | ) | 0.29 |
| Numerator | ||||||||
| Profit attributable to holders of common shares | 100,222 | (47,825 | ) | 52,397 | 47,839 | (8,871 | ) | 38,968 |
| Denominator | ||||||||
| Weighted average number of diluted shares held by shareholders | 138,089,304 | - | 138,089,304 | 138,053,214 | - | 138,053,214 | ||
| Net earnings per share – diluted | 0.73 | (0.35 | ) | 0.38 | 0.35 | (0.06 | ) | 0.28 |
| 8 | ||||||||
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Table of Contents
3Q23 - The following tables summarize the impacts on the Company's unaudited condensed consolidated interim financial information as of and for the period ended September 30, 2023:
| September 30, 2023 | ||||||
|---|---|---|---|---|---|---|
| Condensed consolidated statements of financial position | As previously reported | Reclassification ^(iii)^ | Adjustments ^(^^i^^)/ (ii)^ | As restated | ||
| Current assets | ||||||
| Non-derivatives - hedge accounting | 26,525 | (26,525 | ) | - | - | |
| Recoverable taxes | 19,739 | - | 14,440 | 34,179 | ||
| Total current assets | 997,360 | (26,525 | ) | 14,440 | 985,275 | |
| Deferred tax assets | 29,633 | - | (13,747 | ) | 15,886 | |
| Total non-current assets | 1,852,257 | - | (13,747 | ) | 1,838,510 | |
| Total assets | 2,849,617 | (26,525 | ) | 693 | 2,823,785 | |
| Current liabilities | ||||||
| Loans and borrowings | 224,579 | 3,745 | - | 228,324 | ||
| Non-derivatives - hedge accounting | 34,721 | (34,721 | ) | - | - | |
| Total current liabilities | 622,267 | (30,976 | ) | - | 591,291 | |
| Non-current liabilities | ||||||
| Loans and borrowings | 620,589 | 4,451 | - | 625,040 | ||
| Deferred tax liabilities | - | - | 57,632 | 57,632 | ||
| Total non-current liabilities | 795,247 | 4,451 | 57,632 | 857,330 | ||
| Total liabilities | 1,417,514 | (26,525 | ) | 57,632 | 1,448,621 | |
| Total equity | 1,432,103 | - | (56,939 | ) | 1,375,164 | |
| Total equity and liabilities | 2,849,617 | (26,525 | ) | 693 | 2,823,785 | |
| 9 | ||||||
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Table of Contents
| Nine months ended September 30, 2023 | Three months ended September 30, 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed consolidated statements of profit or loss | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | ||||||
| Profit before income tax | 172,569 | - | 172,569 | 49,326 | - | 49,326 | ||||||
| Current income tax | (32,953 | ) | 4,137 | (28,816 | ) | (14,285 | ) | 1,379 | (12,906 | ) | ||
| Deferred income tax | (3,233 | ) | (30,870 | ) | (34,103 | ) | 1,120 | (10,493 | ) | (9,373 | ) | |
| Total income tax expense | (36,186 | ) | (26,733 | ) | (62,919 | ) | (13,165 | ) | (9,114 | ) | (22,279 | ) |
| Net profit for the period | 136,383 | (26,733 | ) | 109,650 | 36,161 | (9,114 | ) | 27,047 | ||||
| Earnings per share – basic (in R$) | 1.02 | (0.20 | ) | 0.82 | 0.27 | (0.07 | ) | 0.20 | ||||
| Earnings per share – diluted (in R$) | 0.99 | (0.19 | ) | 0.80 | 0.26 | (0.07 | ) | 0.20 | ||||
| Nine months ended September 30, 2023 | Three months ended September 30, 2023 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Condensed consolidated statements of other comprehensive income | As previously reported | Adjustments | As restated | As previously reported | Adjustments | As restated | ||||||
| Total comprehensive income (loss) for the period | 109,533 | (26,733 | ) | 82,800 | 47,616 | (9,114 | ) | 38,502 | ||||
| September 30, 2023 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| Condensed consolidated statements of changes in equity | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | |||||||||
| Share capital and capital reserve | 225,473 | - | 225,473 | |||||||||
| Share premium | 946,173 | - | 946,173 | |||||||||
| Treasury share reserve | (37,827 | ) | - | (37,827 | ) | |||||||
| Other comprehensive income (loss) | (89,972 | ) | - | (89,972 | ) | |||||||
| Retained earnings (opening balance) | 251,873 | (30,206 | ) | 221,667 | ||||||||
| Net profit for the period | 136,383 | (26,733 | ) | 109,650 | ||||||||
| Balance as of September 30, 2023 | 1,432,103 | (56,939 | ) | 1,375,164 | ||||||||
| 10 | ||||||||||||
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Table of Contents
| September 30, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Condensed consolidated statements of cash flows | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | |||||
| Net profit for the period | 136,383 | (56,939 | ) | 79,444 | ||||
| Adjustments for: | ||||||||
| Income tax | 36,186 | 56,939 | 93,125 | |||||
| Changes in operating assets and liabilities: | (68,709 | ) | - | (68,709 | ) | |||
| Cash generated from operating activities | 254,505 | - | 254,505 | |||||
| Nine months ended September 30, 2023 | Three months ended September 30, 2023 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Basic and diluted earnings per share | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | As previously reported | Adjustments ^(^^i^^)/ (ii)^ | As restated | ||
| Numerator | ||||||||
| Profit attributable to holders of common shares | 136,383 | (26,733) | 109,650 | 36,161 | (9,114 | ) | 27,047 | |
| Denominator | ||||||||
| Weighted average number of basic shares held by shareholders | 133,515,441 | - | 133,515,441 | 132,943,114 | - | 132,943,114 | ||
| Earnings per share – basic | 1.02 | (0.20 | ) | 0.82 | 0.27 | (0.07 | ) | 0.20 |
| Numerator | ||||||||
| Profit attributable to holders of common shares | 136,383 | (26,733 | ) | 109,650 | 36,161 | (9,114 | ) | 27,047 |
| Denominator | ||||||||
| Weighted average number of diluted shares held by shareholders | 137,756,383 | - | 137,756,383 | 137,184,056 | - | 137,184,056 | ||
| Net earnings per share – diluted | 0.99 | (0.19 | ) | 0.80 | 0.26 | (0.07 | ) | 0.20 |
| 11 | ||||||||
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 28, 2024
| CI&T Inc | |
|---|---|
| By: | /s/ Stanley Rodrigues |
| Name: Stanley Rodrigues | |
| Title: Chief Financial Officer |