6-K
Globant S.A. (GLOB)
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 OF1934
For the month of May 2020
Commission File Number 001-36535
GLOBANTS.A.
(Translation of registrant's name into English)
37A Avenue J.F. Kennedy
L-1855, Luxembourg
Tel: + 352 20 30 15 96
(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:
x Form 20-F ¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
GLOBANT S.A.
FORM 6-K
Globant S.A. (the “Company”) is furnishing under the cover of Form 6-K the following:
Earnings Release
| Exhibit 99.1 | Press release, dated May 14, 2020, entitled<br> “Globant Reports 2020 First Quarter Financial Results ⸺ Solid Start To The Year Amidst COVID-19 Crisis.” |
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Risk Factor
The extent to which the coronavirus (“COVID-19”)outbreak and measures taken in response thereto impact our business, results of operations and financial condition will dependon future developments, which are highly uncertain and are difficult to predict.
The global impact of the COVID-19 outbreak and related government actions taken to reduce the spread of the virus have been weighing on the macroeconomic environment, and have significantly increased economic uncertainty and reduced economic activity. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or total lock-down orders and business limitations and shutdowns. Governments around the globe have taken steps to mitigate some of the more severe economic effects of the virus, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion.
We have taken numerous actions to protect our employees and our business following the spread of COVID-19 (including restricting employee travel, developing social distancing plans for our employees and cancelling physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities.
The extent to which the COVID-19 outbreak impacts our business, results of operations and financial condition in the longer term will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions broadly resume.
There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 may have on our business, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. We do not yet know the full extent of the impact on our business or the global economy as a whole. However, the effects could have a material impact on our results of operations and heighten many of our known risks described in the “Risk Factors” section of our Annual Report on Form 20-F for the year ended December 31, 2019.
Incorporation by Reference
The risk factor above, and the unaudited condensed interim consolidated statement of comprehensive income, unaudited condensed interim consolidated statement of financial position, unaudited supplemental non-IFRS financial information and unaudited schedule of supplemental information contained in the press release attached as Exhibit 99.1 to this report on Form 6-K are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-225731) and on Form S-8 (File Nos. 333-201602, 333-211835 and 333-232022), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GLOBANT S.A. | |||
|---|---|---|---|
| By: | /s/ JUAN URTHIAGUE | ||
| Name: | Juan Urthiague | ||
| Title: | Chief Financial Officer | ||
| Date: May 14, 2020 |
Exhibit 99.1
May****14, 2020
GlobantReports 2020 First Quarter Financial Results
Solid Start To The YearAmidst COVID-19 Crisis
Firstquarter revenues of $191.6 million, up 31.1% year-over-year
IFRSDiluted EPS of $0.35 for the first quarter
Non-IFRSDiluted EPS of $0.64 for the first quarter
Luxembourg / May 14, 2020 - Globant (NYSE: GLOB), a digitally native technology services company, today announced results for the three months ended March 31, 2020.
Please see highlights below, including certain Non-IFRS measures. Note that reconciliations between Non-IFRS financial measures and IFRS operating results are disclosed at the end of this press release.
First Quarter 2020 FinancialHighlights
| ● | Revenues rose to $191.6 million, representing 31.1% year-over-year growth compared to the first<br>quarter of 2019. |
|---|---|
| ● | IFRS Gross Profit margin was 37.7% compared to 39.3% in the first quarter of 2019. |
| --- | --- |
| ● | Non-IFRS Adjusted Gross Profit Margin was 39.5% compared to 41.1% in the first quarter of 2019. |
| --- | --- |
| ● | IFRS Profit from Operations Margin was 9.8% compared to 12.6% in the first quarter of 2019. |
| --- | --- |
| ● | Non-IFRS Adjusted Profit from Operations Margin was 15.6% compared to 16.9% in the first quarter<br>of 2019. |
| --- | --- |
| ● | IFRS Diluted EPS was $0.35 compared to $0.32 in the first quarter of 2019. |
| --- | --- |
| ● | Non-IFRS Adjusted Diluted EPS was $0.64 compared to $0.50 in the first quarter of 2019. |
| --- | --- |
Cash and Other Metricsfor the Quarter ended March 31, 2020
| ● | Cash and cash equivalents and Short-term investments totaled $134.2 million as of March 31, 2020,<br>an increase of $51.7 million, from $82.5 million as of December 31, 2019. During the first quarter of 2020, we drew an additional<br>$75 million from our credit facility, totaling $125.7 million as of March 31, 2020. |
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| ● | Globant completed the first quarter with 12,538 Globers, 11,755 of whom were technology, design<br>and innovation professionals. |
| --- | --- |
| ● | The geographic revenue breakdown for the first quarter was as follows: 74.5% from North America<br>(top country: US), 19.5% from Latin America and others (top country: Argentina) and 6.0% from Europe (top country: Spain). |
| --- | --- |
| ● | In terms of currencies, 86.8% of Globant’s revenues for the first quarter were denominated<br>in US dollars. |
| --- | --- |
| ● | During the twelve months ended March 31, 2020, Globant served a total of 876 customers and continued<br>to increase its wallet share, having 112 accounts with more than $1 million of annual revenues, compared to 91 for the same period<br>one year ago. |
| --- | --- |
| ● | Globant’s top customer, top five customers and top ten customers represented 11.7%, 29.1%<br>and 41.0% of first quarter revenues, respectively. |
| --- | --- |
“We are all living uncertain times as we go through the COVID-19 pandemic, and I am proud that at Globant we have continued taking good care of our employees, partnering with our customers and vendors, and assisting the communities where we operate,” said Martín Migoya, Globant’s CEO and co-founder. “Our rapid response to the crisis has enabled us to reinforce our relations with our customers, as we help them prepare and transform for the new future. This crisis is presenting new challenges and a more uncertain scenario, though we do not yet know the full extent of the impact that the spread of the COVID-19 pandemic may have on the global economy and therefore on our business, we are confident that as a pure digital player we are extremely well positioned to help companies reinvent themselves and move further into their digital and cognitive transformation.”
“Despite this uncertain situation, our strong differentiators enabled us to have a great performance in the first quarter where we delivered revenues and adjusted diluted earnings per share above our expectations. Revenues for the quarter amounted to $191.6 million dollars, a new record for our company which represented an outstanding 31.1% year over year growth, and with minimal impact from COVID-19,” Migoya added.
"Once again we completed a very successful first quarter. Revenues grew more than 30%, our adjusted net income margin was 12.7% and net hirings were very strong. We continue to focus on executing with excellence in this challenging environment,” explained Juan Urthiague, Globant’s CFO.
2020 Second QuarterOutlook
Based on current market conditions, Globant is providing the following estimates for the second quarter of 2020:
| ● | Second quarter 2020 Revenues are estimated to be at least $179 million. |
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| ● | Second quarter 2020 Non-IFRS Adjusted Profit from Operations Margin is estimated to be in the range<br>of 12.5%-14.5%. |
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| ● | Second quarter 2020 Non-IFRS Adjusted Diluted EPS is estimated to be at least $0.47 (assuming an<br>average of 38.2 million diluted shares outstanding during the second quarter). |
| --- | --- |
Due to the uncertainty related to the potential impacts of COVID-19 on the Company's full year financial results, Globant is not providing a full year 2020 financial outlook at this time.
ConferenceCall and Webcast
Martín Migoya and Juan Urthiague will discuss the first quarter 2020 results in a conference call today beginning at 4:30pm ET.
Conference call access information is:
US & Canada +1 (888) 346-2877
International +1 (412) 902-4257
Webcast http://investors.globant.com/
About Globant(NYSE:GLOB)
We are a digitally native company where innovation, design and engineering meet scale. We use the latest technologies in the digital and cognitive field to empower organizations in every aspect.
We have more than 12,500 employees and we are present in 16 countries working for companies like Google, Rockwell Automation, Electronic Arts and Santander, among others.
We were named a Worldwide Leader of Digital Strategy Consulting Services by IDC MarketScape report. We were also featured as a business case study at Harvard, MIT, and Stanford. We are a member of the Cybersecurity Tech Accord.
For more information, please visit www.globant.com
Non-IFRS Financial Measures
While the financial figures included in this press release have been computed in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to interim periods, this announcement 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 financial information in this press release has not been audited.
Globant provides non-IFRS financial measures in addition to reported IFRS results prepared in accordance with IFRS. Management believes these measures help illustrate underlying trends in the company's business and uses the non-IFRS financial measures to establish budgets and operational goals, communicated internally and externally, for managing the company's business and evaluating its performance. The company anticipates that it will continue to report both IFRS and certain non-IFRS financial measures in its financial results, including non-IFRS measures that exclude share-based compensation expense, depreciation and amortization, impairment of non financial assets, acquisition-related charges and COVID-19 related expenses. Because the company's non-IFRS financial measures are not calculated according to IFRS, these measures are not comparable to IFRS and may not necessarily be comparable to similarly described non-IFRS measures reported by other companies within the company's industry. Consequently, Globant’s non-IFRS financial measures should not be evaluated in isolation or supplant comparable IFRS measures, but, rather, should be considered together with its unaudited condensed interim consolidated statement of financial position as of March 31, 2020, its audited consolidated statement of financial position as of December 31, 2019 and its unaudited condensed interim consolidated statement of comprehensive income for the three months ended March 31, 2020 and 2019, prepared in accordance with IFRS as issued by IASB.
Globant is not providing a quantitative reconciliation of forward-looking Non-IFRS Adjusted Profit from Operations Margin or Non-IFRS Adjusted Diluted EPS to the most directly comparable IFRS measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items include, but are not limited to, share-based compensation expense, impairment of assets, acquisition-related charges and COVID-19 related expenses. These items are uncertain, depend on various factors, and could have a material impact on IFRS reported results for the guidance period.
ForwardLooking Statements
In addition to historical information, this release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. These statements include, but are not limited to, statements regarding our future financial and operating performance, including our outlook and guidance, and our strategies, priorities and business plans. Our expectations and beliefs regarding these matters may not materialize, and actual resuls in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could impact our actual results include: the impact and duration of the COVID-19 pandemic; our ability to maintain current resource utilization rates and productivity levels; our ability to manage attrition and attract and retain highly-skilled IT professionals; our ability to accurately price our client contracts; our ability to achieve our anticipated growth; our ability to effectively manage our rapid growth; our ability to retain our senior management team and other key employees; our ability to continue to innovate and remain at the forefront of emerging technologies and related market trends; our ability to retain our business relationships and client contracts; our ability to manage the impact of global adverse economic conditions; our ability to manage uncertainty concerning the instability in the current economic, political and social environment in Latin America; and other factors discussed under the heading “Risk Factors” in our most recent Form 20-F filed with the U.S. Securities and Exchange Commission and any other risk factors we include in subsequent reports on Form 6-K.
Because of these uncertainties, you should not make any investment decisions based on our estimates and forward-looking statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this press release whether as a result of new information, future events or otherwise.
GlobantS.A.
CondensedInterim Consolidated Statement of Comprehensive Income
(Inthousands of U.S. dollars, except per share amounts, unaudited)
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, 2020 | March 31, 2019 | |||||
| Revenues | 191,572 | 146,151 | ||||
| Cost of revenues | (119,369 | ) | (88,727 | ) | ||
| Gross profit | 72,203 | 57,424 | ||||
| Selling, general and administrative expenses | (51,872 | ) | (38,632 | ) | ||
| Net impairment losses on financial assets | (1,617 | ) | (436 | ) | ||
| Profit from operations | 18,714 | 18,356 | ||||
| Finance income | 256 | 170 | ||||
| Finance expense | (2,455 | ) | (1,068 | ) | ||
| Other financial results, net | 2,717 | (1,913 | ) | |||
| Other income, net | 16 | (19 | ) | |||
| Profit before income tax | 19,248 | 15,526 | ||||
| Income tax | (6,078 | ) | (3,427 | ) | ||
| Net income for the period | 13,170 | 12,099 | ||||
| Other comprehensive income, net of income tax effects | ||||||
| Items that may be reclassified subsequently to profit and loss: | ||||||
| - Exchange differences on translating foreign operations | (2,104 | ) | (616 | ) | ||
| - Net change in fair value on financial assets measured at FVOCI | (114 | ) | 35 | |||
| - Gains and losses on cash flow hedges | (2,069 | ) | (882 | ) | ||
| Total comprehensive income for the period | 8,883 | 10,636 | ||||
| Net income attributable to: | ||||||
| Owners of the Company | 13,170 | 12,099 | ||||
| Net income for the period | 13,170 | 12,099 | ||||
| Total comprehensive income for the period attributable to: | ||||||
| Owners of the Company | 8,883 | 10,636 | ||||
| Total comprehensive income for the period | 8,883 | 10,636 | ||||
| Earnings per share | ||||||
| Basic | 0.36 | 0.33 | ||||
| Diluted | 0.35 | 0.32 | ||||
| Weighted average of outstanding shares (in thousands) | ||||||
| Basic | 37,008 | 36,205 | ||||
| Diluted | 38,093 | 37,320 |
Globant S.A.
CondensedInterim Consolidated Statements of Financial Position as of March 31, 2020 and December 31, 2019
(Inthousands of U.S. dollars, unaudited)
| March 31, 2020 | **** | December 31, 2019 | **** | |||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | 132,641 | 62,721 | ||||
| Short-term investments | 1,520 | 19,780 | ||||
| Trade receivables | 167,418 | 156,676 | ||||
| Other assets | 12,296 | 13,439 | ||||
| Other receivables | 19,772 | 19,308 | ||||
| Other financial assets | 3,266 | 4,527 | ||||
| Total current assets | 336,913 | 276,451 | ||||
| Non-current assets | ||||||
| Investments | - | 418 | ||||
| Other assets | 6,958 | 7,796 | ||||
| Receivables | 20,411 | 8,810 | ||||
| Deferred tax assets | 23,762 | 26,868 | ||||
| Investment in associates | 3,776 | 3,776 | ||||
| Other financial assets | 1,883 | 1,683 | ||||
| Property and equipment | 88,900 | 87,533 | ||||
| Intangible assets | 27,826 | 27,110 | ||||
| Right-of-use asset | 73,024 | 58,781 | ||||
| Goodwill | 187,978 | 188,538 | ||||
| Total non-current assets | 434,518 | 411,313 | ||||
| TOTAL ASSETS | 771,431 | 687,764 | ||||
| LIABILITIES | ||||||
| Current liabilities | ||||||
| Trade payables | 30,166 | 31,487 | ||||
| Payroll and social security taxes payable | 53,182 | 72,252 | ||||
| Borrowings | 495 | 1,198 | ||||
| Other financial liabilities | 10,903 | 8,937 | ||||
| Lease liabilities | 19,728 | 19,439 | ||||
| Tax liabilities | 7,762 | 7,898 | ||||
| Income tax payable | 8,384 | 4,612 | ||||
| Other liabilities | 1,029 | 368 | ||||
| Total current liabilities | 131,649 | 146,191 | ||||
| Non-current liabilities | ||||||
| Trade payables | 6,753 | 5,500 | ||||
| Borrowings | 125,169 | 50,188 | ||||
| Other financial liabilities | 813 | 1,617 | ||||
| Lease liabilities | 49,149 | 41,924 | ||||
| Deferred tax liabilities | 795 | 1,028 | ||||
| Provisions for contingencies | 3,363 | 2,602 | ||||
| Total non-current liabilities | 186,042 | 102,859 | ||||
| TOTAL LIABILITIES | 317,691 | 249,050 | ||||
| Capital and reserves | ||||||
| Issued capital | 44,439 | 44,356 | ||||
| Additional paid-in capital | 163,597 | 157,537 | ||||
| Other reserves | (6,844 | ) | (2,557 | ) | ||
| Retained earnings | 252,548 | 239,378 | ||||
| Total equity | 453,740 | 438,714 | ||||
| TOTAL EQUITY AND LIABILITIES | 771,431 | 687,764 |
GlobantS.A.
SupplementalNon-IFRS Financial Information
(Inthousands of U.S. dollars, unaudited)
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, 2020 | March 31, 2019 | |||||
| Reconciliation of adjusted gross profit | ||||||
| Gross Profit | 72,203 | 57,424 | ||||
| Depreciation and amortization expense | 2,290 | 1,227 | ||||
| Share-based compensation expense | 1,121 | 1,443 | ||||
| Adjusted gross profit | 75,614 | 60,094 | ||||
| Adjusted gross profit margin | 39.5 | % | 41.1 | % | ||
| Reconciliation of selling, general and administrative expenses | ||||||
| Selling, general and administrative expenses | (51,872 | ) | (38,632 | ) | ||
| Depreciation and amortization expense | 4,894 | 4,419 | ||||
| Share-based compensation expense | 5,158 | 2,977 | ||||
| Acquisition-related charges (a) | 2,758 | 1,832 | ||||
| Adjusted selling, general and administrative expenses | (39,062 | ) | (29,404 | ) | ||
| Adjusted selling, general and administrative expenses as % of revenues | (20.4 | )% | (20.1 | )% | ||
| Reconciliation of Adjusted Profit from Operations | ||||||
| Profit from Operations | 18,714 | 18,356 | ||||
| Share-based compensation expense | 6,279 | 4,420 | ||||
| Acquisition-related charges (a) | 3,162 | 1,946 | ||||
| COVID-19-related expenses (b) | 1,716 | - | ||||
| Adjusted Profit from Operations | 29,871 | 24,722 | ||||
| Adjusted Profit from Operations margin | 15.6 | % | 16.9 | % | ||
| Reconciliation of Net income for the period | ||||||
| Net income for the period | 13,170 | 12,099 | ||||
| Share-based compensation expense | 6,279 | 4,420 | ||||
| Acquisition-related charges (a) | 3,217 | 2,017 | ||||
| COVID-19-related expenses (b) | 1,716 | - | ||||
| Adjusted Net income | 24,382 | 18,536 | ||||
| Adjusted Net income margin | 12.7 | % | 12.7 | % | ||
| Calculation of Adjusted Diluted EPS | ||||||
| Adjusted Net income | 24,382 | 18,536 | ||||
| Diluted shares | 38,093 | 37,320 | ||||
| Adjusted Diluted EPS | 0.64 | 0.50 |
| (a) | Acquisition-related<br>charges include, when applicable, amortization of purchased intangible assets included in depreciation and amortization expense<br>line on our condensed interim consolidated statements of comprehensive income, external deal costs, acquisition-related retention<br>bonuses, integration costs, changes in the fair value of contingent consideration liabilities, charges for impairment of acquired<br>intangible assets and other acquisition-related costs. We cannot provide acquisition-related charges on a forward-looking basis<br>without unreasonable effort as such charges may fluctuate based on the timing, size, and complexity of future acquisitions as<br>well as other uncertainty inherent in mergers and acquisitions. |
|---|
| (b) | COVID-19 related expenses include, when applicable, bad<br>debt provision related to the effect of COVID-19 on our customers businesses, donations and other expenses directly attributable<br>to the pandemic that are both incremental to charges incurred prior to the outbreak and not expected to recur once the crisis<br>has subsided and operations return to normal and clearly separable from normal operations. |
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GlobantS.A.
Schedule of Supplemental Information(unaudited)
| Metrics | Q2 2019 | Q3 2019 | Q4 2019 | Q1 2020 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Total Employees | 9,259 | 9,905 | 11,283 | 11,855 | 12,538 | ||||
| IT Professionals | 8,609 | 9,215 | 10,462 | 11,021 | 11,755 | ||||
| North America Revenues % | 73.7 | 75.2 | 77.1 | 75.0 | 74.5 | ||||
| Latin America and Others Revenues % | 17.0 | 16.1 | 17.0 | 20.0 | 19.5 | ||||
| Europe Revenues % | 9.3 | 8.7 | 5.9 | 5.0 | 6.0 | ||||
| Revenues % | 83.3 | 88.7 | 86.3 | 86.7 | 86.8 | ||||
| Other Currencies Revenues % | 16.7 | 11.3 | 13.7 | 13.3 | 13.2 | ||||
| Top Customer % | 10.5 | 10.4 | 11.9 | 11.7 | 11.7 | ||||
| Top 5 Customers % | 28.9 | 27.2 | 26.1 | 27.0 | 29.1 | ||||
| Top 10 Customers % | 40.8 | 41.0 | 38.6 | 38.5 | 41.0 | ||||
| Customers Served (Last Twelve Months) | 472 | 585 | 744 | 822 | 876 | ||||
| Customers with >1M in Revenues (Last Twelve Months) | 91 | 97 | 104 | 107 | 112 |
All values are in US Dollars.
Investor Relations Contact:
Paula Conde & Amit Singh, Globant
investors@globant.com
+1 (877) 215-5230
Media Contact:
Wanda Weigert, Globant
pr@globant.com
+1 (877) 215-5230
Source:Globant