6-K 1 MainDocument.htm 6-K


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 August 2022

 

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)

 

R. Dr. Ricardo Benetton Martins, 1,000

Pólis de Tecnologia-Prédio 23B,

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____ 



CI&T Reports Solid Second Quarter 2022 Financial and Operational Results

New York - August 17, 2022 /Business Wire/ - CI&T (NYSE: CINT, “Company”), a global digital specialist, today announces its results for the second quarter of 2022 (2Q22) and the six months ended on June 30, 2022 (6M22) in accordance with International Financial Reporting Standards (IFRS). For comparison purposes, we refer to the results for the second quarter of 2021 (2Q21) and for the six months ended on June 30, 2021 (6M21).

Second Quarter (2Q22) Operating and Financial Highlights

        Net Revenue of R$525.0 million, 67% higher than 2Q21, or 73% growth in constant currency.

        The number of clients with annual revenue above R$1 million in the last twelve months grew from 110 in 1Q22 to 127 in 2Q22.

        Net Profit was R$26.0 million, a 42% reduction compared to 2Q21.

        Adjusted EBITDA was R$100.4 million, a 36% growth year-over-year, equivalent to an Adjusted EBITDA margin of 19.1%.

        Adjusted Net Profit was R$52.3 million, 16% higher than 2Q21. Adjusted net profit margin was 10%.

        CI&T ended 2Q22 with 6,768 CI&Ters, a net addition of 2,734 employees (68% growth) compared to the end of 2Q21.

 

Six months ended June 30, 2022 (6M22) Operating and Financial Highlights

        Net Revenue was R$1,016.9 million, an increase of 66% compared 6M21.

        Net Revenue growth at constant currency was 74% compared to 6M21.

        Net Profit was R$55.2 million, a decrease of 35% in relation to 6M21.

        Adjusted EBITDA was R$186.5 million, 31% higher than 6M21, with an Adjusted EBITDA margin of 18.3%.

        Adjusted Net Profit was R$93.3 million, an increase of 10% compared to 6M21.

 

"We are glad to present another set of great quality results, combining sound profitability with sustainable growth," commented Cesar Gon, founder and CEO of CI&T. "The main factors contributing to our higher growth pace have been the expansion of our engagement with existing clients, the addition of new clients every quarter, and our programmatic M&A strategy."

 

"We continue to see a robust demand environment and are confident in our ability to generate great value to our clients through digital transformation and digital efficiency capabilities at speed and scale. In July, ​​Forrester, a leading global market research company, positioned CI&T as a Leader in The Forrester Wave: Modern Application Development Services, in its report. The recognition is a result of CI&T’s dedication to empowering organizations to maintain competitive innovation in their digital initiatives by enabling the creation of new business capabilities and operational models in a fast-paced market."



Comments on the 2Q22 and 6M22 financial performance

 

Net Revenue

Revenue

(in BRL thousand)

2Q22

2Q21

Var.

2Q22 x 2Q21

6M22

6M21

Var.

6M22 x 6M21

Net Revenue

525,015

315,324

66.5%

1,016,887

611,616

66.3%

Net Revenue at Constant Currency (1)

549,961

317,995

72.9%

1,065,309

611,905

74.1%


(1)    Net Revenue at Constant Currency is a non-GAAP measure that translates Net revenue from entities reporting in foreign currencies into Brazilian reais eliminating period-to-period currency fluctuations. See Non-IFRS Financial Measures section for more information.

 

In 2Q22, net revenue was R$525.0 million, an increase of 66.5% compared to 2Q21. The acquisitions of Somo and Box 1824 concluded in the 6M22 contributed to 13 percentage points of revenue growth in the quarter. The U.S. continues to be the largest growing market organically for CI&T, while the growth in Europe was mainly due to the acquisition of Somo in 1Q22. We reduced our top one client's share from 24% in 2Q21 to 16% in 2Q22, and our top ten client's share reduced from 73% in 2Q21 to 52% in 2Q22.

 

The appreciation of the Brazilian Real (BRL) in the quarter1 in relation to the U.S. dollar (USD) and the British Pound (GBP) impacted the conversion of the revenue from our operations in North America and Europe, which represents around 50% of our revenues. Net revenue at constant currency would have been R$550.0 million, a 73% growth compared to 2Q21.

 

In terms of industry verticals, financial services and food and beverages continue to be our most relevant markets, while technology, media, and telecom (TMT) and retail and manufacturing have been growing and gaining relevance in our portfolio of clients. We continue to diversify our client base by adding 17 new clients in 2Q22 with annual revenue above R$1.0 million in the last twelve months, from 110 in 1Q22 to 127 in 2Q22.

 

Revenue Breakdown

Net Revenue by industry

(in BRL thousand)

2Q22

2Q21

Var.

2Q22 x 2Q21

6M22

6M21

Var.

6M22 x 6M21

Financial Services

161,466

111,268

45.1%

315,064

210,089

50.0%

Food and Beverages

107,988

88,112

22.6%

202,056

172,169

17.4%

Technology, Media and Telecom

69,690

30,142

131.2%

137,443

62,491

119.9%

Pharmaceuticals and Cosmetics

70,568

45,798

54.1%

133,990

87,604

52.9%

Retail and Manufacturing

31,624

18,232

73.4%

67,053

34,210

96.0%

Education and Services

16,965

11,446

48.2%

36,653

23,638

55.1%

Logistic and Transportation

17,596

4,923

257.4%

34,632

10,155

241.0%

Others

49,118

5,403

809.2%

89,996

11,260

699.3%

Total

525,015

315,324

66.5%

1,016,887

611,616

66.3%

 




1 BRL appreciated, on average, 19.7% relative to the GBP and 7.4% relative to the USD in 2Q22, compared with the same period of 2021 (Source: Brazilian Central Bank).




Net Revenue by geographic

(in BRL thousand)

2Q22

2Q21

Var.

2Q22 x 2Q21

6M22

6M21

Var.

6M22 x 6M21

NAE (North America and Europe)

267,464

159,187

68.0%

508,993

312,810

62.7%

North America

219,304

152,574

43.7%

423,244

301,584

40.3%

Europe

48,160

6,613

628.3%

85,749

11,226

663.8%

LATAM (Latin America)

242,574

146,641

65.4%

477,280

277,818

71.8%

APJ (Asia, Pacific and Japan)

14,977

9,496

57.7%

30,614

20,988

45.9%

 

Cost of Services Provided and Adjusted Gross Profit

Gross Profit

(in BRL thousand)

2Q22

2Q21

Var.

2Q22 x 2Q21

6M22

6M21

Var.

6M22 x 6M21

Net Revenue

525,015

315,324

66.5%

1,016,887

611,616

66.3%

Cost of Services

(341,502)

(205,768)

66.0%

(670,494)

(394,140)

70.1%

Gross Profit

183,513

109,556

67.5%

346,393

217,476

59.3%

Adjustments

 

 

 

 

 

 

Depreciation and amortization (cost of services provided)

10,295

6,551

57.2%

19,614

12,776

53.5%

Stock-based compensation

(361)

181

-

821

233

253.0%

Adjusted Gross Profit (1)

193,447

116,287

66.4%

366,828

230,484

59.2%

Adjusted Gross Profit Margin (1)

36.8%

36.9%

0p.p

36.1%

37.7%

-1.6p.p


(1)    Adjusted Gross Profit and Adjusted Gross Profit margin are Non-IFRS measures. See Non-IFRS financial measures section for more information.

 

The cost of services provided in 2Q22 reached R$341.5 million, an increase of 66.0% compared to 2Q21, and the gross profit was R$183.5 million. Excluding costs with depreciation and amortization and the stock-based compensation, the adjusted gross profit in 2Q22 was R$193.5 million, 66.4% higher than 2Q21, with an adjusted gross profit margin of 36.8%. CI&T ended 2Q22 with 6,768 CI&Ters, a headcount growth of 68% (net addition of 2,734 employees) compared to the end of 2Q21.

 

The gross profit margin in 2Q22 remained relatively flat year over year. In 6M22, the gross margin reduced 1.6 percentage points compared to 6M21, due to the impact of foreign exchange rate variation in the period, and M&A, as recently acquired companies have lower margins.


 

SG&A and Other Expenses

SG&A expenses

(in BRL thousand)

2Q22

2Q21

Var.

2Q22 x 2Q21

6M22

6M21

Var.

6M22 x 6M21

Selling

(39,962)

(18,801)

112.6%

(75,091)

(37,780)

98.8%

General and administrative

(78,390)

(28,328)

176.7%

(143,311)

(54,054)

165.1%

SG&A expenses

(118,352)

(47,129)

151.1%

(218,402)

(91,834)

137.8%

Other income (expenses) net (1)

(3,969)

(184)

n.m

(4,484)

1,406

-

Impairment loss on trade receivables and contract assets

356

2,891

-87.7%

(710)

(367)

93.5%

SG&A and other operating expenses

(121,965)

(44,422)

174.6%

(223,596)

(90,795)

146.3%


(1)      Include research and technological innovation expenses

 

Selling, General and Administrative (SG&A) expenses grew 151.1% in 2Q22 compared to 2Q21, mainly explained by (i) an increase in expenses associated with the expansion of the hiring and attracting teams, aligned with our revenue and headcount growth; (ii) acquisition-related expenses, including amortization of intangible assets from acquired companies; and (iii) the strengthening of our back-office teams in light of our IPO. 


Adjusted EBITDA

Adjusted EBITDA

(in BRL thousand)

2Q22

2Q21

Var.

2Q22 x 2Q21

6M22

6M21

Var.

6M22 x 6M21

Net profit for the period

25,999

44,722

-41.9%

55,222

84,337

-34.5%

Adjustments

 

 

 

 

 

 

Net financial cost

17,533

1,989

781.5%

34,245

3,686

829.1%

Income tax expense

18,016

18,423

-2.2%

33,330

38,658

-13.8%

Depreciation and amortization

24,205

8,224

194.3%

43,596

16,019

172.2%

Stock-based compensation

(106)

328

-

1,133

501

126.1%

Consulting expenses

6,395

237

n.m

9,090

462

n.m

Government grants

(115)

(9)

n.m

(174)

(1,414)

-87.7%

Write-off (1)

-

-

0.0%

1,548

-

0.0%

Acquisition-related expenses (2)

8,464

-

0.0%

8,464

-

0.0%

Adjusted EBITDA (3)

100,391

73,915

35.8%

186,454

142,249

31.1%

Adjusted EBITDA Margin (3)

19.1%

23.4%

-4.3p.p

18.3%

23.3%

-4.9p.p


(1)Non-cash expenses related to the inventory of property, plant, and equipment of Dextra, a recently acquired company.

(2)Include fair value adjustment on accounts payable for business combination and acquisition-related retention bonuses.

(3)Adjusted EBITDA and Adjusted EBITDA margin are Non-IFRS measures. See Non-IFRS financial measures section for more information.



In 2Q22, Adjusted EBITDA was R$100.4 million, an increase of 35.8% compared to 2Q21. Adjusted EBITDA margin was 19.1% in the quarter, a reduction of 4.3 percentage points compared to the same quarter of last year, due to the increase in SG&A expenses, as explained above. Sequentially, the adjusted EBITDA margin improved to 19.1% in 2Q22 from 17.5% in 1Q22, as a result of seasonal effects, such as gradual price readjustments on our contracts and a higher utilization rate.

 

Net Financial Expenses - Net financial expenses were R$17.5 million in 2Q22, compared to R$2.0 million in 2Q21, mainly due to the debt raised in July 2021 to finance the Dextra acquisition in the amount of R$650 million.


Depreciation and  Amortization - Depreciation and amortization expenses totaled R$24.2 million in 2Q22, an increase of R$15.9 million compared to 2Q21, mainly due to the amortization of R$11.3 million from intangible assets from acquired companies.


Income tax expense - In 2Q22, income tax expense was R$18.0 million, a reduction of 2.2% lower compared to 2Q21. In the 6M22, income tax expense was R$33.3 million, a reduction of 13.8% year over year, while the income tax paid (cash effect) was R$21.1 million in the period, equivalent to a cash tax rate of 17%.


Net Profit and Adjusted Net Profit

Net Profit

(in BRL thousand)

2Q22

2Q21

Var.

2Q22 x 2Q21

6M22

6M21

Var.

6M22 x 6M21

Net profit for the period

25,999

44,722

-41.9%

55,222

84,337

-34.5%

Adjustments

 

 

 

 

 

 

Consulting expenses

6,395

237

n.m

9,090

462

n.m

Write-off (1)

-

-

0.0%

1,548

-

0.0%

Acquisition-related expenses (2)

19,859

-

0.0%

27,488

-

0.0%

Adjusted Net Profit (3) (4)

52,253

44,959

16.2%

93,347

84,799

10.1%

Adjusted Net Profit Margin (3)

10.0%

14.3%

-4.3p.p

9.2%

13.9%

-4.7p.p



(1)
Non-cash expenses related to the inventory of property, plant, and equipment of the recently acquired Dextra.

(2) Include amortization of intangible assets from acquired companies, fair value adjustment on accounts payable for business combination and acquisition-related retention bonuses.

(3) Adjusted Net profit and Adjusted net profit margin are Non-IFRS measures. See Non-IFRS financial measures section for more information.

(4) Adjustments' amounts are gross of tax. Tax effects on non-IFRS adjustments totaled R$111 thousand negative in 2Q22, R$81 thousand negative in 2Q21, R$661 thousand negative in 6M22, and R$157 thousand negative in 6M21.

 

In 2Q22, net profit was R$26.0 million, 41.9% lower than 2Q21. Adjusted net profit was R$52.3 million, 16.0% higher than 2Q21, equivalent to an adjusted net profit margin of 10.0%. The reduction in the adjusted net profit margin was mainly due to higher SG&A and financial expenses.

 

Business Outlook

We expect our net revenue in the third quarter of 2022 to be at least R$540 million compared to our net revenue of R$376 million in the third quarter of 2021, a 46% growth at constant currency or a 44% growth on a reported basis.

 

For the full year of 2022, we are updating our outlook, mainly to reflect foreign exchange variation in the period. We expect net revenue growth of at least 55% year-over-year on a constant currency basis and net revenue growth on a reported basis of at least 49%, which includes a negative foreign currency translation impact of approximately 6 percentage points.

 

In addition, we estimate our adjusted EBITDA margin to be at least 19% for the full year of 2022, assuming an average exchange rate of 5.10 Brazilian Reais to the U.S. dollar for the full year.

 

These expectations are forward-looking statements and actual results may differ materially. See "Cautionary Statement on Forward-Looking Statements" below.



 

Conference Call Information

Cesar Gon, Bruno Guicardi, Stanley Rodrigues and Eduardo Galvão will host a video conference call to discuss the 2Q22 and 6M22 financial and operating results on August 18 at 8:00 a.m. Eastern Time / 9:00 a.m. BRT. The earnings call can be accessed at the Company’s Investor Relations website at https://investors.ciandt.com or at the following link: https://youtu.be/bO6R_oXKC3Q.

 

About CI&T

CI&T is a global digital specialist, a partner in end-to-end digital transformation for 100+ Large Enterprises & Fast Growth Clients. As digital natives, we bring a 27-year track record of accelerating business impact through complete and scalable digital solutions. With a global presence in 9 countries with a nearshore delivery model, CI&T is the Employer of Choice for more than 6,700 professionals in strategy, data science, design, and engineering, unlocking top-line growth, improving customer experience, and driving operational efficiency.

Basis of accounting and functional currency

CI&T maintains its books and records in Brazilian reais, the presentation currency for its unaudited condensed consolidated interim financial statements and the functional currency of our operations in Brazil. CI&T prepares its unaudited condensed consolidated interim financial statements in accordance with IFRS, as issued by the IASB, and International Financial Reporting Standard No 34—Interim Financial Reporting (“IAS 34”).

Non-IFRS Financial Measures

We regularly monitor certain financial and operating metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. These non-IFRS financial measures include Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Profit, Adjusted Net Profit Margin, Net Revenue at Constant Currency and Net Revenue Growth at Constant Currency, and should be considered in addition to results prepared in accordance with IFRS, but not as substitutes for IFRS results. In addition, our calculation of these non-IFRS financial measures may differ from those used by other companies, and therefore comparability may be limited. These non-IFRS financial measures are provided as additional information to enhance investors’ overall understanding of our operations’ historical and current financial performance.

CI&T is not providing a quantitative reconciliation of forward-looking Non-IFRS Net Revenue Growth at Constant Currency and Adjusted EBITDA to the most directly comparable IFRS measure because it is unable to reasonably predict the ultimate outcome of certain significant items without unreasonable effort. These items include, but are not limited to, stock-based compensation expense, acquisition-related expenses, the tax effect of non-IFRS adjustments and other items. These items are uncertain, depend on various factors, and could have a material impact on IFRS reported results for the guidance period.

We calculate Net Revenue at Constant Currency and Net Revenue Growth at Constant Currency by translating Net revenue from entities reporting in foreign currencies into Brazilian reais using the comparable foreign currency exchange average rates from the prior period to show changes in our revenue without giving effect to period-to-period currency fluctuations. Reported Net Revenue in 2021 considers the FX rate at the end of each month, while Net Revenue at Constant Currency considers the average FX rate for the period.

In calculating Adjusted Gross Profit, we exclude cost components unrelatedto the direct management of our services. For the periods herein, the adjustments applied were: (i) depreciation and amortization related to costs of services provided; and (ii) stock-based compensation expenses.

 

In calculating Adjusted EBITDA, we exclude components unrelated to the direct management of our services. For the periods herein, the adjustments were: (i) consulting expenses related to corporate reorganization, the initial public offering, and acquisition-related activities; (ii) government grants related to tax reimbursement in the Chinese subsidiary; (iii) stock-based compensation expenses; (iv) non-cash expenses related to the inventory of property, plant, and equipment of the recently acquired Dextra, and (v) acquisition-related expenses, including fair value adjustment on accounts payable for business combination and retention bonuses.


In calculating Adjusted Net Profit, we exclude cost components unrelated to the direct management of our services. For the periods herein, the adjustments applied were: (i) consulting expenses related to corporate reorganization, and the initial public offering, and as well as mergers and acquisition-related activities, (ii) non-cash expenses related to the inventory of property, plant, and equipment of the recently acquired Dextra and (iii) acquisition-related expenses, including amortization of intangible assets from acquired companies, fair value adjustment on account payables for business combination, and retention bonuses.




Cautionary Statement on Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, which include but are not limited to: the statements under "Business outlook," including expectations relating to revenues and other financial or business metrics; statements regarding relationships with clients; and any other statements of expectation or belief. The words “believe,” “will,” “may,” “may have,” “would,” “estimate,” “continues,” “anticipates,” “intends,” “plans,” “expects,” “budget,” "scheduled,” “forecasts” and similar words are intended to identify estimates and forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements represent our management's beliefs and assumptions only as of the date of this press release. You should read this press release with the understanding that our actual future results may be materially different from what we expect. These statements are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from results expressed or implied in this press release. Such risk factors include, but are not limited to, those related to: the current and future impact of the COVID-19 pandemic, the ongoing war in Ukraine and economic sanctions imposed by Western economies over Russia on our business and industry; the effects of competition on our business; uncertainty regarding the demand for and market utilization of our services; the ability to maintain or acquire new client relationships; general business and economic conditions; our ability to successfully integrate Dextra, Somo and Box 1824; and our ability to successfully execute our growth strategy and strategic plans. Additional information concerning these and other risks and uncertainties are contained in the "Risk Factors" section of CI&T's annual report on Form 20-F. Additional information will be made available in our annual reports on Form 20-F, and other filings and reports that CI&T may file from time to time with the SEC. Except as required by law, CI&T assumes no obligation and does not intend to update these forward-looking statements or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Contacts

Investor Relations Contact:

Eduardo Galvão

investors@ciandt.com

 

Media Relations Contact:

Zella Panossian

ciandt@illumepr




 

Unaudited condensed consolidated statement of profit or loss

(In thousands of Brazilian Reais)

 

Quarter ended June 30,

 

Six months ended June 30,

 

2022

 

2021

 

2022

 

2021

Net Revenue

525,015

 

315,324

 

1,016,887

 

611,616

Costs of services provided

(341,502)

 

(205,768)

 

(670,494)

 

(394,140)

Gross Profit

183,513

 

109,556

 

346,393

 

217,476

Selling expenses

(39,962)

 

(18,801)

 

(75,091)

 

(37,780)

General and administrative expenses

(78,390)

 

(28,328)

 

(143,311)

 

(54,054)

Research and technological innovation expenses

-

 

-

 

-

 

(4)

Impairment loss on trade receivables and contract assets

356

 

2,891

 

(710)

 

(367)

Other income (expenses) net

(3,969)

 

(184)

 

(4,484)

 

1,410

Operating profit before financial income and tax

61,548

 

65,134

 

122,797

 

126,681

Finance income

53,306

 

16,379

 

122,888

 

25,428

Finance cost

(70,839)

 

(18,368)

 

(157,133)

 

(29,114)

Net finance costs

(17,533)

 

(1,989)

 

(34,245)

 

(3,686)

Profit before Income tax

44,015

 

63,145

 

88,552

 

122,995

Income tax expense

(18,016)

 

(18,423)

 

(33,330)

 

(38,658)

Current

(17,115)

 

(21,040)

 

(22,523)

 

(34,558)

Deferred

(901)

 

2,617

 

(10,807)

 

(4,100)

Net profit for the period

25,999

 

44,722

 

55,222

 

84,337

Earnings per share

 

 

 

 

 

 

 

Earnings per share – basic (in R$)

0.20

 

0.37

 

0.42

 

0.70

Earnings per share – diluted (in R$)

0.20

 

0.37

 

0.42

 

0.69

Unaudited condensed consolidated statements of financial position


(In thousands of Brazilian Reais)


Assets

June 30, 2022

 

December 31, 2021

 

Liabilities and equity

June 30, 2022

 

December 31, 2021

Cash and cash equivalents

104,190

 

135,727

 

Suppliers and other payables

24,655

 

33,566

Financial Investments

253,304

 

798,786

 

Loans and borrowings

183,465

 

164,403

Trade receivables

416,728

 

340,519

 

Lease liabilities

27,548

 

21,214

Contract assets

231,695

 

134,388

 

Salaries and welfare charges

214,367

 

234,173

Recoverable taxes

17,196

 

7,785

 

Accounts payable for business combination

113,559

 

48,923

Tax assets

1,016

 

2,810

 

Loss adjustments on hedge accounting

49,330

 

-

Gain adjustments on hedge accounting

9,595

 

-

 

Derivatives

7,033

 

535

Derivatives

7,736

 

896

 

Tax liabilities

8,482

 

13,345

Other assets

36,592

 

29,994

 

Other taxes payable

11,610

 

5,423

Total current assets

1,078,052

 

1,450,905

 

Contract liability

11,771

 

13,722

 

 

 

 

 

Other liabilities

20,942

 

13,669

Recoverable taxes

3,587

 

3,046

 

Total current liabilities

672,762

 

548,973

Deferred tax assets

22,954

 

31,989

 

 

 

 

 

Judicial deposits

9,337

 

3,079

 

Loans and borrowings

489,777

 

624,306

Restricted cash - Escrow account and indemnity asset

33,975

 

-

 

Lease liabilities

55,688

 

60,674

Other assets

3,950

 

2,974

 

Provisions

14,586

 

633

Property, plant and equipment

60,962

 

57,721

 

Accounts payable for business combination

67,627

 

36,803

Intangible assets and goodwill

1,078,187

 

738,803

 

Other liabilities

1,739

 

1,660

Right-of-use assets

73,998

 

73,827

 

Total non-current liabilities

629,417

 

724,076

Total non-current assets

1,286,950

 

911,439

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

37

 

36

 

 

 

 

 

Share premium

929,984

 

915,947

 

 

 

 

 

Capital reserves

23,796

 

10,105

 

 

 

 

 

Profit reserves

181,179

 

125,957

 

 

 

 

 

Other comprehensive income

(72,173)

 

37,250

 

 

 

 

 

Total equity

1,062,823

 

1,089,295

 

 

 

 

 

 

 

 

 

Total assets

2,365,002

 

2,362,344

 

Total equity and liabilities

2,365,002

 

2,362,344


Unaudited condensed consolidated statement of cash flow


(In thousands of Brazilian Reais)

 

June 30, 2022

 

June 30, 2021

Net profit for the period

55,222

 

84,337

Adjustments for:

 

 

 

Depreciation and amortization

43,596

 

16,019

Loss on the sale of property, plant and equipment and intangible assets

2,025

 

448

Interest, monetary variation and exchange rate changes

10,164

 

(1,168)

Exchange rate changes and monetary adjustments on accounts payable for business combinations

(6,420)

 

-

Exchange variation on escrow account related to Somo acquisition

2,668

 

-

Interest on lease

4,233

 

2,617

Unrealized loss (gain) on financial instruments

314

 

(2,405)

Income tax expenses

33,330

 

38,658

Impairment losses on trade receivables

101

 

307

Impairment losses on contract assets

609

 

60

Provision for labor and tax risks

385

 

2

Share-based plan

1,133

 

390

Income on financial investments

(651)

 

-

Fair value adjustment - accounts payable for business combination

5,123

 

-

Others

-

 

(42)

Variation in operating assets and liabilities

 

 

 

Trade receivables

(74,260)

 

(56,123)

Contract assets

(88,256)

 

(42,805)

Recoverable taxes

(8,498)

 

440

Tax assets

(158)

 

(461)

Judicial deposits

(6,258)

 

7

Suppliers and other payables

(31,796)

 

2,349

Salaries and welfare charges

(27,461)

 

2,427

Tax liabilities

8,958

 

(14,088)

Other taxes payable

986

 

1,130

Contract liabilities

(3,058)

 

(5,807)

Other receivables and payables, net

(9,140)

 

(2,786)

Cash (used in)/ generated from operating activities

(87,109)

 

23,506

Income tax paid

(21,074)

 

(23,321)

Interest paid on loans and borrowings

(38,379)

 

(1,966)

Interest paid on lease

(3,174)

 

(2,607)

Net cash used in operating activities

(149,736)

 

(4,388)

Cash flows from investment activities:

 

 

 

Acquisition of property, plant and equipment and intangible assets

(15,520)

 

(17,164)

Acquisition of subsidiary net of cash acquired - Box 1824

(19,040)

 

-

Acquisition of subsidiary net of cash acquired - Somo

(247,764)

 

-

Escrow deposit (acquisition of Somo)

(23,061)

 

-

Hedge accounting realization

16,134

 

-

Redemption of financial investments

514,394

 

-

Net cash from / used in investment activities

225,143

 

(17,164)

Cash flow from financing activities:

 

 

 

Share-based plan contributions

-

 

691

Dividends paid

-

 

(71,039)

Exercised stock options

8,785

 

-

Interest on equity, paid

-

 

(460)

Payment of lease liabilities

(12,576)

 

(7,854)

Proceeds from loans and borrowings

133,789

 

88,496

Settlement of derivatives

(656)

 

-

Payment of loans and borrowings

(244,384)

 

(68,265)

Net cash from financing activities

(115,042)

 

(58,431)

Net decrease in cash and cash equivalents

(39,635)

 

(79,983)

Cash and cash equivalents as of January 1st

135,727

 

162,827

Exchange variation effect on cash and cash equivalents

8,098

 

5,713

Cash reduction due to spin-off effect

-

 

(7,752)

Cash and cash equivalents as of June 2022 and 2021

104,190

 

80,805



 

CI&T

Inc.

interim financial statements

June 30, 2022

 


 

 

​​​
Content 

CI&T Inc.

Unaudited condensed consolidated statement of financial position

as of June 30, 2022 and 2021

 

(In thousands of Brazilian Reais – R$)


Assets

Note


June 30, 2022

 

December 31, 2021

 

Liabilities and equity

Note 


June 30, 2022

 

December 31, 2021

Cash and cash equivalents

6.1


104,190

 

135,727

 

Suppliers and other payables

 


24,655

 

33,566

Financial investments

6.2


253,304

 

798,786

 

Loans and borrowings

12


183,465

 

164,403

Trade receivables

7


416,728

 

340,519

 

Lease liabilities

11.b


27,548

 

21,214

Contract assets

19


231,695

 

134,388

 

Salaries and welfare charges

13


214,367

 

234,173

Recoverable taxes

 


17,196

 

   7,785

 

Accounts payable for business combination

14


113,559

 

48,923

Tax assets

 


1,016

 

   2,810

 

Loss adjustments on hedge accounting

24.2


49,330

 

         -

Gain adjustments on hedge accounting

24.2


9,595

 

         -

 

Derivatives

24.3


7,033

 

     535

Derivatives

24.3


7,736

 

     896

 

Tax liabilities

 


8,482

 

13,345

Other assets

8


36,592

 

29,994

 

Other taxes payable

 


11,610

 

   5,423

 

 


 

 

 

 

Contract liability

 


11,771

 

13,722

Total current assets

 


1,078,052

 

     1,450,905

 

Other liabilities

 


20,942

 

13,669

 

 


 

 

 

 

Total current liabilities

 


672,762

 

        548,973

Recoverable taxes

 


3,587

 

   3,046

 

 

 


 

 

 

Deferred tax assets

 


22,954

 

31,989

 

 

 


 

 

 

Judicial deposits

15


9,337

 

   3,079

 

 

 


 

 

 

Restricted cash - Escrow account and indemnity asset

2/14


33,975

 

         -

 

 

 


 

 

 

Other assets

8


3,950

 

   2,974

 

Loans and borrowings

12


489,777

 

624,306

Property, plant and equipment

9


60,962

 

57,721

 

Lease liabilities

11.b


55,688

 

60,674

Intangible assets and goodwill

10


1,078,187

 

738,803

 

Provisions

15


14,586

 

     633

Right-of-use assets

11.a


73,998

 

73,827

 

Accounts payable for business combination

14


67,627

 

36,803

 

 


 

 

 

 

Other liabilities

 


1,739

 

   1,660

Total non-current assets

 


1,286,950

 

        911,439

 

 

 


 

 

 

 

 


 

 

 

 

Total non-current liabilities

 


629,417

 

        724,076

 

 


 

 

 

 

Equity

18


 

 

 

 

 


 

 

 

 

Share capital

 


37

 

       36

 

 


 

 

 

 

Share premium

 


929,984

 

915,947

 

 


 

 

 

 

Capital reserves

 


23,796

 

10,105

 

 


 

 

 

 

Profit reserves

 


181,179

 

125,957

 

 


 

 

 

 

Other comprehensive income

 


(72,173)

 

37,250

 

 


 

 

 

 

Total equity

 


1,062,823

 

     1,089,295

Total assets

 


2,365,002

 

     2,362,344

 

Total equity and liabilities

 


2,365,002

 

     2,362,344


The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.



CI&T Inc.

For the three-month and six-month period ended on June 30, 2022 and 2021

  

(In thousands of Brazilian Reais – R$)


 

Note


Period ended June 30, 2022

 

Quarter ended June 30, 2022

 

Period ended June 30, 2021

 

Quarter ended June 30, 2021

Net revenue

19


1,016,887

 

525,015

 

611,616

 

315,324

Costs of services provided

20


(670,494)

 

(341,502)

 

          (394,140)

 

(205,768)

Gross profit

 


346,393

 

183,513

 

217,476

 

109,556

Selling expenses

20


(75,091)

 

(39,962)

 

(37,780)

 

(18,801)

General and administrative expenses

20


(143,311)

 

(78,390)

 

(54,054)

 

(28,328)

Research and technological innovation expenses

20


-

 

-

 

(4)

 

-

Impairment loss on trade receivables and contract assets

20


(710)

 

356

 

(367)

 

2,891

Other income (expenses) net

20


(4,484)

 

(3,969)


1,410

 

            (184)

Operating expenses net

 


(223,596)

 

(121,965)

 

(90,795)

  

(44,422)

Operating profit before financial income and tax

 


122,797

 

61,548

 

126,681

 

65,134

Finance income

21


122,888

 

53,306

 

25,428

 

16,379

Finance cost

21


(157,133)

 

(70,839)

 

(29,114)

 

(18,368)

Net finance costs

 


(34,245)

 

(17,533)

 

(3,686)

 

(1,989)

Profit before income tax

 


88,552

 

44,015

 

122,995

 

63,145

income tax expense

 


 

 

 

 

 

 

 

Current

 


(22,523)

 

(17,115)

 

(34,558)

 

(21,040)

Deferred

 


(10,807)

 

(901)

 

  (4,100)

 

2,617

Net profit for the period

 


55,222

 

25,999

 

84,337

 

44,722

Earnings per share

 


 

 

 

 

 

 

 

Earnings per share – basic (in R$)

23


0.42

 

0.20

 

0.70

 

0.37

Earnings per share – diluted (in R$)

23


0.42

 

0.20

 

0.69

 

0.37

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

CI&T Inc.

Unaudited condensed consolidated statement of other comprehensive income

For the six-month period ended on June 30, 2022 and 2021

 

(In thousands of Brazilian Reais – R$)


 

Note


Period ended June 30, 2022

 

Quarter ended June 30, 2022

 

Period ended June 30, 2021

 

Quarter ended June 30, 2021

Net profit for the period

 


55,222

 

25,999

 

84,337

 

44,722

Other comprehensive income (OCI):

 


 

 

 

 

 

 

 

Item that are or may be reclassified subsequently to profit or loss

 


 

 

 

 

 

 

 

Exchange variation in foreign investments

18.f


(69,688)

 

23,687

 

8,651

 

(6,155)

Cash flow hedges - effective portion of changes in fair value

24.2


(39,735)

 

(4,011)

 

-

 

-

Total comprehensive (loss) income for the period

 


(54,201)

 

45,675

 

          92,988

 

           38,567

Total comprehensive (loss) income attributed to








 owners of the Company

 


(54,201)

 

45,675

 

92,988

 

38,567

Total comprehensive (loss) income for the period

 


(54,201)

 

45,675

 

          92,988

 

38,567

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.


CI&T Inc.

Unaudited condensed consolidated statement of changes in equity

For the six-month period ended on June 30, 2022 and 2021

 

(In thousands of Brazilian Reais – R$)


 

 


 


 

 


 

 


 

Profit reserves

 


 

 


 

 


 

 


 

Notes


Share capital


 

Share premium


 

Capital reserve


 

Legal reserve


 

Retained earnings reserve


 

Retained earnings


 

Other comprehensive income


 

Total equity


Balances as of December 31, 2021

 


36


 

915,947


 

10,105


 

-


 

125,957


 

-


 

37,250


 

1,089,295


Net profit for the period

 


 -


 

-


 

-


 

-


 

-


 

55,222


 

-


 

55,222


Business combination (Somo)

2.2


-


 

14,037


 

-


 

-


 

-


 

-


 

-


 

14,037


Business combination (Box)

2.3


-


 

-


 

4,124


 

-


 

-


 

-


 

-


 

4,124


Exercise of share options

17/18.a


1


 

-


 

8,893


 

-


 

-


 

-


 

-


 

8,894


Share-based compensation

17.a


-


 

-


 

674


 

-


 

-


 

-


 

-


 

674


Exchange variation in foreign investments, net of tax effects

18.f


-


 

-


 

-


 

-


 

-


 

-


 

(69,688)


 

(69,688)


Cash flow hedges - effective portion of changes in fair value

24.2


-


 

-


 

-


 

-


 

-


 

-


 

(39,735)


 

(39,735)


Balances as of June 30, 2022

 


37


 

929,984


 

23,796


 

-


 

125,957


 

55,222


 

(72,173)


 

1,062,823


Balances as of December 31, 2020

 


68,968


 

-


 

6,764


 

13,793


 

95,515


 

-


 

13,420


 

198,460


Net profit for the period

 


-


 

-


 

-


 

-


 

-


 

84,337


 

-


 

84,337


Spin-off of the CI&T IOT

 


(9,426)


 

-


 

597


 

-


 

-


 

-


 

-


 

(8,829)


Merger of Hoshin

 


-


 

-


 

108


 

-


 

-


 

-


 

-


 

108


Additional dividends related to 2020 approved at the extraordinary general meeting (EGM) held on April 30, 2021

 18.e


-


 

-


 

-


 

-


 

-


 

(40,363)


 

-


 

(40,363)


Exchange variation in foreign investments, net of tax effects

18.f


-


 

-


 

-


 

-


 

-


 

-


 

8,651


 

8,651


Share-based compensation

17.d


-


 

-


 

1,081


 

-


 

-


 

-


 

-


 

1,081


Interest on equity

18.e


-


 

-


 

-


 

-


 

-


 

(3,069)


 

-


 

(3,069)


Balances as of June 30, 2021

 


59,542


 

-


 

8,550


 

13,793


 

95,515


 

40,905


 

22,071


 

240,376


 The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.


CI&T Inc.

Unaudited condensed consolidated statement of cash flows

For the six-month period ended on June 30, 2022 and 2021

 

(In thousands of Brazilian Reais – R$)


 

Note


June 30, 2022

 

June 30, 2021


Cash flow from operating activities

 


 

 

 


Net profit for the period

 


55,222

 

  84,337


Adjustments for:

 


 

 

 


Depreciation and amortization

9, 10, 11


43,596

 

  16,019


Loss on the sale of property, plant and equipment and intangible assets

9, 10


2,025

 

448


Interest, monetary variation and exchange rate changes

 


10,164

 

   (1,168)


Exchange rate changes and monetary adjustments on accounts payable for business combinations

14


(6,420)


-


Exchange variation on escrow account related to Somo acquisition

 


2,668

 

-


Interest on lease

12


4,233

 

    2,617


Unrealized loss (gain) on financial instruments

 


314

 

   (2,405)


Income tax expenses

 


33,330

 

  38,658


Impairment losses on trade receivables

7


101

 

307


Impairment losses on contract assets

19


609

 

  60


Provision for labor and tax risks

15


385

 

2


Share-based plan

17.d


1,133

 

390


Income on financial investments

 


(651)


-


Fair value adjustment - accounts payable for business combination

14


5,123


-


Others

 


-


(42)


Variation in operating assets and liabilities

 


 


 


Trade receivables

 


(74,260)


(56,123)


Contract assets

 


(88,256)


(42,805)


Recoverable taxes

 


(8,498)


440


Tax assets

 


(158)


      (461)


Judicial deposits

 


(6,258)


7


Suppliers and other payables

 


(31,796)


    2,349


Salaries and welfare charges

 


(27,461)


    2,427


Tax liabilities

 


8,958


(14,088)


Other taxes payable

 


986


    1,130


Contract liabilities

 


(3,058)


   (5,807)


Other receivables and payables, net

 


(9,140)


   (2,786)


Cash (used in)/ generated from operating activities

 


(87,109)


  23,506


Income tax paid

 


(21,074)


(23,321)


Interest paid on loans and borrowings

12


(38,379)


   (1,966)


Interest paid on lease

12


(3,174)


   (2,607)


Net cash used in operating activities

 


(149,736)


   (4,388)


Cash flows from investment activities

 


 


 


Acquisition of property, plant and equipment and intangible assets

9, 10


(15,520)


(17,164)


Acquisition of subsidiary net of cash acquired – Box 1824

2.3.e


(19,040)


-


Acquisition of subsidiary net of cash acquired - Somo

2.2.e


(247,764)


-


Escrow deposit (acquisition of Somo)

2.2.a


(23,061)


-


Hedge accounting realization

 


16,134


-


Redemption of financial investments

6.2


514,394


-


Net cash from / used in investment activities

 


225,143


(17,164)


Cash flow from financing activities

 


 


 


Share-based plan contributions

 


-


691


Dividends paid

 


-


(71,039)


Exercised stock options

17.a


8,785


-


Interest on equity, paid

 


-


(460)


Payment of lease liabilities

11


(12,576)


(7,854)


Proceeds from loans and borrowings

12


133,789


88,496


Settlement of derivatives

 


(656)


-


Payment of loans and borrowings

12


(244,384)


(68,265)


Net cash from financing activities

 


(115,042)


(58,431)


Net decrease in cash and cash equivalents

 


(39,635)


(79,983)


Cash and cash equivalents as of January 1st

 


135,727


162,827


Exchange variation effect on cash and cash equivalents

 


8,098


    5,713


Cash reduction due to spin-off effect

 


-


(7,752)


Cash and cash equivalents as of June 30

 


104,190


80,805


The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.



CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


 

(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)

 

1            Reporting Entity

CI&T Inc. (“CI&T” and/or “Company”), previously named CI&T Cayman, is a publicly held company incorporated in the Cayman Islands in June 2021, headquartered at Rua Dr. Ricardo Benetton Martins, 1000, Pólis de Tecnologia, in the City of Campinas, State of São Paulo, Brazil (see note 18.c). As a holding company, it is mainly engaged in the investment, as a partner or shareholder, in other companies, consortia or joint ventures in Brazil and other countries where most of the Company’s operations are located. The Company’s subsidiaries are mainly engaged in the development of customizable software through implementation of software solutions, including Machine Learning, Artificial Intelligence (AI), Analytics, Cloud and Mobility technologies.

 

These unaudited condensed consolidated interim financial statements comprise the Company and its subsidiaries (collectively referred to as the “Group”).

 

Unless otherwise indicated or if the context otherwise requires, all references in these unaudited condensed consolidated interim financial statements to “CI&T Brazil” refer to the subsidiary CI&T Software S.A.

 

On November 10, 2021, the Company completed its initial public offering (“IPO”) (see note 17) and offered 15,000,000 Class A common shares, of which 11,111,111 were offered by CI&T Inc. and 3,888,889 were offered by certain selling shareholders. The IPO price per Class A common share was US$ 15.00. On November 15, 2021, the IPO was concluded with the total offering of US$ 225,000, of which the Group received net proceeds of R$ 860,993 (US$ 156,667), after deducting the underwriting discounts and commissions. The Company incurred incremental costs directly attributable to the public offering in the amount of R$ 66,876, net of taxes. The Group Class A common shares are traded on the New York Stock Exchange, or NYSE, under the symbol “CINT”.

 

  1. Corporate restructuring

CI&T Inc. to become the holding entity of CI&T Software S.A. (“CI&T Brazil”) in connection with the initial public offering. Prior to the IPO, CI&T Inc. had not begun operations, had nominal assets and liabilities, and no material contingent liabilities or commitments.

 

On October 4, 2021, CI&T established, as a sole member, the subsidiary CI&T Delaware LLC (“CI&T Delaware”). The main office is located at 251 Little Falls Drive, Wilmington, Delaware, 19808. On November 8, 2021, all CI&T Brazil’s shares were contributed to CI&T Delaware and, subsequently the CI&T Delaware’s shares were transferred to CI&T Inc. Until this corporate reorganization, CI&T Brazil, an operating company, was the ultimate holding of the Group, and it consolidated the results of all companies until that date.

 

The Group accounted for the restructuring as a business combination of entities under common control, and the pre-combination carrying amounts of CI&T Brazil are included in the CI&T’s consolidated financial statements with no fair value uplift. Thus, these unaudited condensed consolidated interim financial statements reflect:

 

(i) The historical operating results and financial position of CI&T Brazil prior the restructuring;


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


(ii)  The assets and liabilities of CI&T Brazil and its then subsidiaries at their historical cost;
(iii)
The number of ordinary shares issued by CI&T, as a result of the restructuring is reflected retroactively to January 1, 2020, for purposes of calculating earnings per share;
(iv) CI&T Brazil shares were contributed in CI&T Delaware at its book value as of November 8, 2021;
(v) As the remaining equity reserves of CI&T Brazil are no longer applicable to CI&T, they were added to the initial capital reserve balance (see note 18.c).


2            Business combination

 

2.1 Business combination - Dextra

On June 26, 2021, the CI&T Brazil entered into a purchase agreement to acquire 100% of the shareholding control of Dextra Investimentos S.A. (“Dextra Holding”) and its subsidiaries (“Dextra Group”). On July 22, 2021, the transaction was approved by the Administrative Council for Economic Defense (CADE). All conditions precedent were met on August 10, 2021, the date on which the closing term of the acquisition was formalized, and the CI&T Brazil obtained the shareholding control of the Dextra Group. Dextra Group is primarily involved in customized software development. 

 

The total consideration of acquisition in the purchase agreement was R$ 800,000. The Company paid R$ 650,000 on August 10, 2021, and R$ 50,938 on December 2, 2021. The remaining balance was paid on the first anniversary of the closing date (August 10, 2022).

 

a)     Consideration transferred on the acquisition date

The following table summarizes the fair value of each major class of consideration transferred on the acquisition date:

 

Cash

700,938

Accounts payable for business combination (note 14)

82,635

  Accounts payable

45,726

  Retained amount (i)

30,000

  Other

6,909

Total consideration transferred (Note 2.1.d)

783,573

 

(i)    The amount of R$ 30,000 related to a portion of the remaining balance payable was retained for any materialized contingencies, which will be paid on the fifth anniversary of the closing date.

 

b)     Acquisition-related cost

The Company incurred acquisition-related costs of R$ 2,109 on legal fees and due diligence costs. These costs have been recognized in “general and administrative expenses”.

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

c)      Identifiable assets acquired and liabilities assumed

The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date (August 2021):             

 

Assets

Fair value

Current

 

Cash and cash equivalents

8,216

Trade receivables (a)

56,313

Recoverable taxes

1,668

Other assets

2,386

Current assets

68,583

Non-current

 

Recoverable taxes

3,932

Property, plant and equipment

9,149

Intangible assets (i)

148,523

Right-of-use assets

5,414

Non-current assets

167,018

Total assets

235,601



Liabilities

Fair value

Current

 

Suppliers

5,627

Lease liabilities

3,105

Salaries and welfare charges

23,436

Tax liabilities

10,569

Contract liabilities

1,933

Other liabilities

26

Current liabilities

44,696

Non-current

 

Other liabilities

18

Lease liabilities

3,035

Non-current liabilities

3,053

Total liabilities

47,749

Total identifiable net assets acquired (Note 2.1.d)

187,852

 

(a)   Gross contractual amount receivable is R$ 56,854 and R$ 541 is not expected to be collected.

 

(i) According to the purchase price on August 10, 2021: 

 

 

Fair value

Network software (note 10)

191

Internally developed software (note 10)

22,613

Customer relationship (note 10)

88,961

Non-compete agreement (note 10)

16,257

Brands (note 10)

20,501

Total intangible assets at fair value (note 10)

148,523

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

Measurement of fair values

 

The following fair values have been determined on the assumptions:

 

  • The fair value estimate for brands was calculated based on the “Relief from Royalty or Savings of Royalties” method, which estimates the asset's value based on hypothetical royalty payments that would be saved by the asset holder compared to what would be paid for licensing the asset owned by third parties, considering its useful life. The useful life for brands is 1.4 year.

 

  • The fair value estimate for non-compete agreement was calculated based on the “With and Without” method. Its useful life is 5 years.

 

  • The fair value estimate for customer relationship was calculated based on the multi-period excess earnings. Its useful life is 7.4 years. 

 

d)     Goodwill

Goodwill arising from the acquisition has been recognized as follows:

 

 

Note


Goodwill


Consideration transferred

2.1.a


783,573


Fair value of identifiable net assets

2.1c


(187,852

)

Goodwill (note 10)

 


595,721


 

Goodwill is attributable mainly to the skills and technical talent of Dextra’s work force and the synergies expected to be achieved from integrating the Company. The recognized goodwill is deductible for tax purposes during the merger, which was occurred on December 31, 2021. This tax benefit is occurring from January 2022.

 

e)      Purchase consideration cash outflow

 

Outflow of cash to acquire subsidiary, net of cash acquired

Note


Amount


Cash consideration

2.1.a


700,938


Less: Balances acquired

2.1.c


(8,216

)

Net outflow of cash - investing activities

 


692,722


 

2.2 Business combination - Somo

On January 14, 2022, the Company entered into a Sale and Purchase Agreement (“Agreement”) to acquire 100% of the shareholding control of Somo Global Ltd ("Somo") and its subsidiaries (“Somo Group”), a digital product agency headquartered in the United Kingdom (UK. On January 27, 2022, after all conditions precedent were met, the acquisition was formalized, and the Company obtained the shareholding control of the Somo Group. Somo has offices in the UK, USA and Colombia.

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


The total consideration of acquisition in the purchase agreement was R$ 454,271 as detailed below. The Company paid R$ 363,83747,970), of which R$ 16,134 were related to the exchange rate variations in proportions of cash flows from financial investments in US dollars (non-derivative financial instruments) designated as hedging instruments (see note 24.2.a.2), on January 27, 2022. The remaining balance payable retained for any materialized contingences was paid on June 3, 2022, per an amount of R$ 5,688939), after negotiation agreed per both parties.

 

a)     Consideration transferred

The following table summarizes the fair value of each major class of consideration transferred on the acquisition date:

 

Cash

340,777

Escrow account

23,061

Retained amount (i) (note 14)

7,206

Earn-out (ii) (note 14)

59,868

Other (note 14)

2,465

Class A common shares issued (iii)

14,037

Total consideration transferred (note 2.2.d)

447,414

 

(i) The amount of R$ 7,2061,000) is related to a portion of the remaining balance payable was retained for any materialized contingencies.
(ii) The Agreement also contemplates an earn-out clause of up to R$ 59,8688,307) based on future performance (see note 14). As of June 30, 2022, the earn-out clause was updated to R$ 56,0668,798).
(iii) Issuance of new 225,649 Class A common shares in connection with the transaction, per a total amount of R$ 14,037, issued to electing sellers in accordance with the Agreement.

 

b)     Acquisition-related cost

The Company incurred acquisition-related costs of R$ 2,601 on legal fees and due diligence costs. These costs have been recognized in “general and administrative expenses”.

 

c)      Identifiable assets acquired and liabilities assumed

The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date:             


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

Assets

Fair value

Current

 

Cash and cash equivalents

98,701

Trade receivables (a)

38,677

Contract assets

13,359

Recoverable taxes

275

Other assets

2,454

Current assets

153,466

Non-current

 

Deferred taxes

8,061

Property, plant and equipment (note 9)

2,359

Right-of-use assets

6,800

Intangible assets (i) (note 10)

57,285

Non-current assets

74,505

Total assets

227,971



Liabilities

Fair value

Current

 

Suppliers and other payables

30,409

Loans and borrowings (note 12)

25,213

Lease liabilities

4,440

Contract liabilities

730

Tax liabilities

3,948

Salaries and welfare charges

9,668

Other liabilities

11,295

Current liabilities

85,703

Non-current

 

Loans and borrowings (note 12)

9,267

Lease liabilities

2,360

Other liabilities

406

Non-current liabilities

12,033

Total liabilities

97,736

Total identifiable net assets acquired (note 2.2.d)

130,235

     
   (a)    Gross contractual amount receivable is R$ 38,703 and R$ 26 is not expected to be collected.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

(i) According to the purchase price on January 27, 2022: 

 

 

Fair value

Customer relationship (note 10)

49,539

Brands (note 10)

7,746

Total intangible assets at fair value (note 10)

57,285

 

Measurement of fair values

 

The following fair values have been determined on the assumptions:

 

The fair value estimate for brands was calculated based on the “Relief from Royalty or Savings of Royalties” method, which estimates the asset's value based on hypothetical royalty payments that would be saved by the asset holder compared to what would be paid for licensing the asset owned by third parties, considering its useful life. The useful life for brands is 15 months.

The fair value estimate for customer relationship was calculated based on the multi-period excess earnings. Its useful life is 227 months.


d)     Goodwill

Goodwill arising from the acquisition has been recognized as follows:

 

 

Note


Goodwill


Consideration transferred

2.2.a


447,414


Fair value of identifiable net assets

2.2.c


(130,235

)

Goodwill (note 10)

 


317,179


 

Goodwill is attributable mainly to the skills and technical talent of Somo’s work force and the synergies expected to be achieved from integrating the Company (at transaction date £41,485).


e)      Purchase consideration cash outflow

 

Outflow of cash to acquire subsidiary, net of cash acquired

Note


Amount


Cash consideration

2.2.a


340,777


Retained amount payment

14


5,688


Less: Balances acquired (i)

2.2.c


(98,701

)

Net outflow of cash - investing activities

 


247,764


 

(i) As of June 30, 2022, the outflow of cash used in operating activities is R$40,951 thousand, and the outflow of cash used in financing activities is R$28,720 thousand.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

2.3 Business combination Box 1824

On June 1, 2022, the Company entered into a Sale and Purchase Agreement (“Agreement”) to acquire 100% of the shareholding control of BOX 1824 PLANEJAMENTO E MARKETING LTDA ("Box 1824"), an award-winning future-focused strategic consulting firm headquartered in São Paulo, Brazil, to accelerate its global strategic capabilities.

 

The total consideration of acquisition in the purchase agreement was R$ 34,737 as detailed below. The Company paid R$ 20,768, on June 1, 2022.

 

On June 30,2022, the Company performed a preliminary valuation analysis of the fair value of Box 1824 assets acquired and liabilities assumed. This preliminary valuation has been used to prepare the transaction accounting adjustments in the unaudited condensed interim statements of financial position. 

 

The final measurement may include changes in the measurement of goodwill and changes in the fair value of intangible assets. The Company estimated the fair value to such assets and liabilities, based on available information and certain estimates and assumptions and, therefore, the actual effects of these transactions may differ from the transaction accounting adjustments. The Company expects to finalize the valuation of all assets and liabilities by September 30, 2022.

 

a)     Consideration transferred

The following table summarizes the fair value of each major class of consideration transferred on the acquisition date:

 

Cash

20,768

Retained amount (i) (note 14)

8,871

Share based payment – vested immediately  (note 18.c)

4,124

Other (note 14)

974

Total consideration transferred (note 2.3.d)

34,737

 

(i)

The amount of R$ 8,871 is related to a portion of the remaining balance payable that was retained for any materialized contingencies. The remaining balance will be paid in the next three years, on each anniversary of the closing date.


b)     Preliminary acquisition-related cost

The Company incurred preliminary acquisition-related costs of R$ 207 on legal fees and due diligence costs. These costs have been recognized in “general and administrative expenses”. 

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


c)      Preliminary identifiable assets acquired and liabilities assumed

The following table summarizes the preliminary recognized amounts of assets acquired and liabilities assumed on the acquisition date:             

 

Assets

Fair value


Current

 


Cash and cash equivalents

1,728


Trade receivables (a)

1,695


Contract assets

1,878


Recoverable taxes

104


Other assets

312


Current assets

5,717


Non-current

 


Property, plant and equipment (note 9)

51


Intangible assets (i) (note 10)

11,981


Non-current assets

12,032


Total assets

17,749





Liabilities

Fair value


Current

 


Suppliers and other payables

533


Contract liabilities

1,242


Tax liabilities

988


Salaries and welfare charges

454


Contingent liabilities (note 15)

13,583


Other liabilities

6


Current liabilities

16,806


Non-current

 


Tax liabilities

1,952


Deferred Tax 

4,066


Non-current liabilities

6,018


Total liabilities

22,824


Total preliminary identifiable net assets acquired (note 2.3.d)

(5,075

)

     

 (a)      Gross contractual amount receivable is R$ 1,696 and R$ 1 is not expected to be collected.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

(i) According to the preliminary purchase price on May 31, 2022: 

 


 

Fair value


Customer relationship (note 10)

6,430


Brands (note 10)

5,530


(-) Deferred tax (i)

(4,066

)

Total preliminary intangible assets at fair value (note 10)

7,894


(i) The identifiable assets acquired in the Box 1824 business combination are recognized at their fair values at the acquisition date. The taxable temporary difference arises which in a deferred tax liability. The resulting deferred tax liability affects goodwill.

 

Preliminary measurement of fair values

 

The following preliminaries fair values have been determined on the assumptions:

 

The fair value estimate for brands was calculated based on the “Relief from Royalty or Savings of Royalties” method, which estimates the asset's value based on hypothetical royalty payments that would be saved by the asset holder compared to what would be paid for licensing the asset owned by third parties, considering its useful life. The useful life for brands is 252 months.
The fair value estimate for customer relationship was calculated based on the multi-period excess earnings. Its useful life is 91 months.


d)     Preliminary Goodwill

The preliminary Goodwill arising from the acquisition has been recognized as follows:

 

 

Note


Goodwill


Consideration transferred

2.3.a


34,737


Fair value of identifiable net assets

2.3.c


5,075


(-) Indemnity asset (i)

 


(13,583

)

Goodwill (note 10)

 


26,229


 

(i)

The amount of R$ 13,583 is related to an indemnification asset recognized at the acquisition subsequently measured on the same basis of the unmaterialized labor contingencies liability assumed (note 15). This indemnification asset will be derecognized when the rights to it will be ceased.


Goodwill is attributable mainly to the skills and technical talent of Box 1824’s work force and the synergies expected to be achieved from integrating the Company. 

 

a)      Purchase consideration cash outflow

 

Outflow of cash to acquire subsidiary, net of cash acquired

Note


Amount


Cash consideration

2.3.a


20,768


Less: Balances acquired

2.3.c


 (1,728

)

Net outflow of cash - investing activities

 


      19,040


 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


3            Basis of accounting

These unaudited condensed consolidated interim financial statements for the six-month period ended June 30, 2022, have been prepared in accordance with IAS 34 – Interim Financial Reporting and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended December 31, 2021. This financial statement does not include all the information required for a complete set of financial statements prepared in accordance with IFRS Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.

 

The issuance of these unaudited condensed consolidated interim financial statements was authorized by the Company’s Management and Audit Committee on August 17, 2022.


4            Functional and presentation currency

These unaudited condensed consolidated interim financial statements are presented in Brazilian Reais (“R$”), which is the Company's functional currency. All balances are rounded to the nearest thousands, except when otherwise indicated.

 

The main exchange rates used in the preparation of the Company's financial statements are Brazilian Reais, US dollar, Yen, Euro, Australian dollar, Pound sterling and Colombian peso as the Company’s subsidiaries have the following functional currencies: CI&T Brazil has the local currency, the Brazilian Reais, as its functional currency; CI&T Inc (USA) and Somo Global Inc have the local currency, the US dollar, as their functional currency; CI&T Japan Inc has the local currency, Yen, as its functional currency; CI&T Portugal has the local currency, Euro, as its functional currency; CI&T Australia has the local currency, Australian dollar, as its functional currency; CI&T United Kingdom, Somo Global and Somo Custom have the local currency, the Pound sterling, as their functional currency; and Somo Global SAS has the local currency, the Colombian peso, as its functional currency. When applicable, all the amounts presented in these currencies are rounded to the nearest thousands, except when otherwise indicated.


5            Use of judgments and estimates

In preparing these unaudited condensed consolidated interim financial statements, Management has made judgments and estimates that affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. The revisions to estimates are recognized prospectively.

 

a.            Judgments

Information about judgments made in the application of accounting policies that have significant effects on the amounts recognized in the financial statements are included in the following notes:

 


Note – 11.b - lease term: whether the Group is reasonably certain to exercise extension options.


Note – 19 - revenue recognition: whether service revenue is recognized over time or at point in time.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


b.            Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next fiscal year is included in the following note:


Note 2 – acquisition of subsidiaries: fair value of the consideration transferred, fair value of the assets acquired, and liabilities assumed.


Note 10 - Impairment test of intangible assets and goodwill: assumptions regarding projections of generation of future cashflows.


c.            Measurement of fair values

Several of the Company’s accounting policies and disclosures require the measurement of fair values for both financial and non-financial assets and liabilities.

 

The Group has established a control framework with respect to the measurement of fair value that includes the review of significant fair value measurements, significant unobservable data and valuation adjustments. If third-party information, such as broker quotes or pricing services, is used to measure fair values, the valuation team assesses the evidence obtained from third parties to support the conclusion that such valuations meet the requirements of the accounting standards, including the level in the fair value hierarchy in which the valuations should be classified.

 

When measuring the fair value of an asset or a liability, the Group uses observable market data as much as possible. Fair values are classified at different levels in a hierarchy based on the information (inputs) used in the valuation techniques as follows:

 


Level 1: Quoted prices (not adjusted) in active markets for identical assets or liabilities.


Level 2: Inputs, except for quoted prices, included in Level 1, which are observable for the asset or liability, either directly (prices) or indirectly (derived from prices).



Level 3: Inputs for the asset or liability, which are not based on observable market data (unobservable inputs).


Additional information on the assumptions used to measure fair values is included in the following notes:


Note 2 – business combination - acquisition of subsidiaries;


Note 17 – share-based payment transactions; and


Note 24financial instruments. 


6            Cash and cash equivalents and financial investments

 

6.1 Cash and cash equivalents

 

.

June 30, 2022


December 31, 2021

Cash and cash equivalents

62,902


69,720

Short-term financial investments

41,288


66,007

Total

104,190


135,727

 

Short-term financial investments are represented by fixed income securities, with interest rate ranging from 90% to 103.5% on June 30, 2022 (100% to 103% as of December 31, 2021) of the changes of Interbank Deposit Certificate (CDI) variation which (i) Management expects to use for short-term commitments; (ii) present daily liquidity; and (iii) are readily convertible into a known amount of cash, subject to an insignificant risk of change in value.

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

6.2 Financial investments

 

 

June 30, 2022


December 31, 2021

Financial investments

253,304


798,786

Total

253,304


798,786


The changes in the balances are as follows:

 

Balance as of January 1, 2022

798,786


Effect of movements in exchange rates

(15,604

)

Income on financial investments

651


Redemption of financial investments

(514,395

)

Hedge accounting realization

(16,134

)

Balance as of June 30, 2022

253,304


 

As of June 30, 2022, the balance of R$ 253,304 (US$ 48,359) (R$ 798,786 (US$ 143,139) as of December 31, 2021) is allocated between an interest-bearing account and time deposits. Both instruments are in USD, and they bear interest rates ranging from 0.12% to 0.65% p.a., and such accounts present immediate liquidity. The Company holds USD amount for short-term commitments in the same currency. A foreign currency exposure arises from these financial investments held in USD, since the amount may be subject to a significant exchange rate once translated to BRL. Part of the Company’s financial investments is addressed for forecast transactions, so hedge accounting is applied to hedge exposures to exchange variations (for further information about cash flow hedge accounting, see note 24).


7            Trade receivables

 

The balances of trade receivables are presented, as follows:

 

June 30, 2022



December 31, 2021


Trade receivables - US market

255,484



226,154


Trade receivables - Brazil market

112,931



101,122


Trade receivables - Other markets

48,627



14,302


(-) Expected credit losses

(314

)

(1,059

)

Trade receivables, net

416,728



340,519


 

The balances of trade receivables by maturity date are as follows:

 

 

June 30, 2022


December 31, 2021

Not due

358,359


319,450

Overdue:

 


 

from 1 to 60 days (i)

50,033


20,020

61 to 360 days

8,090


1,564

Over 360 days

560


544

Total

417,042


341,578



CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


(i) As of June 30, 2022, the balance of trade receivables overdue from 1 to 60 days of R$ 50,033 (R$ 20,020 as of December 31, 2021), refers to a series of individual clients. The Group considers these extensions and delays as expected in its credit risk analysis.

   

The movement of impairment loss on trade receivables is as follows:

 

Balance as of January 1, 2022

(1,059

)

Provision

(449

)

Reversal

348


Write-off

655


Exchange variation

191


Balance as of June 30, 2022

(314

)

Balance as of January 1, 2021

(692

)

Provision

(4,705

)

Reversal

4,398


Exchange variation

33


Balance as of June 30, 2021

(966

)

 

8            Other assets

 

June 30, 2022


December 31, 2021

Prepaid expenses (a)

35,480


29,743

Rental security deposits

1,970


2,471

Suppliers’ advances

141


162

Other

2,951


592

Total

40,542


32,968

Current

36,592


29,994

Non-current

3,950


2,974

Total

40,542


32,968

 

(a)   Prepaid expenses are mostly comprised of prepaid insurance, mainly related to directors’ and officers’ liability insurance, consulting, software support prepayments.


9            Property, plant and equipment

 

 

June 30, 2022


December 31, 2021

IT equipment

41,238


    35,230

Furniture and fixtures  

      5,860


  6,283

Leasehold improvements (a)

          13,843


      16,051

Property, plant and equipment in progress  

    21


  157

Total

       60,962


57,721

 

(a)   Improvements are depreciated on a straight-line basis based over the duration of the lease agreement.

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


The changes in the balances are as follows:

 

 

IT equipment



Furniture and fixtures



Vehicles



Leasehold Improvements



In progress property, plant and equipment



Hardware devices



Total


Cost:

 



 



 



 



 



 



 


Balance as of January 1, 2021

34,852



12,941



86



28,292



222



487



76,880


Exchange rate changes

(193

)

(175

)

-



(262

)

-



-



(630

)

Spin-off

(128

)

(3

)

-



-



(313

)

(625

)

(1,069

)

Additions

13,892



63



-



23



214



138



14,330


Disposals

(243

)

(150

)

(86

)

(363

)

(43

)

-



(885

)

Transfers

-



-



-



75



(75

)

-



-


Balance as of June 30, 2021

     48,180



     12,676



          -



     27,765



               5



      -



88,626























Balance as of December 31, 2021

63,640



13,869



-



30,915



157



-



108,581


Exchange rate changes

(1,181

)

(287

)

-



(525

)

-



-



(1,993

)

Addition due to business combination (note 2.2.c/2.3.c)

2,356



53



-



-



-



-



2,409


Additions

13,682



240



-



26



79



-



14,027


Disposals

(4,385

)

(469

)

-



(5,096

)

(19

)

-



(9,969

)

Transfers

6



-



-



190



(196

)

-



-


Balance as of June 30, 2022

   74,118



   13,406



   -



   25,510



    21



   -



113,055























Depreciation:

 



 



 



 



 



 



 


Balance as of January 1, 2021

(19,445

)

(6,577

)

(59

)

(11,832

)

-



(196

)

(38,109

)

Exchange rate changes

106



87



-



143



-



-



336


Investment spin-off

9



2



-



-



-



280



291


Additions

(4,004

)

(735

)

(5

)

(1,699

)

-



(84

)

(6,527

)

Disposals

   62



   129



   64



   371



   -



   -



   626


Balance as of June 30, 2021

(23,272

)

(7,094

)

   -



   (13,017

)

   -



   -



(43,383

)





















Balance as of December 31, 2021

(28,410

)

(7,586

)

-



(14,864

)

-



-



(50,860

)

Exchange rate changes

632



103



-



150



-



-



885


Additions

(7,899

)

(705

)

-



(1,682

)

-



-



(10,286

)

Disposals

2,797



642



-



4,729



-



-



8,168


Balance as of June 30, 2022

(32,880

)

  (7,546

)

   -



    (11,667

)

   -



   -



(52,093

)





















Balance as of:

 



 



 



 



 



 



 


December 31, 2021

35,230



6,283



-



16,051



157



-



57,721


June 30, 2022

41,238



5,860



-



13,843



21



-



60,962


 

The Group does not have property, plant or equipment pledged as collateral.



CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

10            Intangible assets and goodwill

 

.

June 30, 2022


December 31, 2021

Network software

2,704


2,399

Internally developed software

3,169


3,911

Software in progress

842


391

Customer relationship (i)

131,471


84,195

Non-compete agreement (i)

12,381


13,897

Brands (i)

19,008


 14,541

Subtotal

169,575


  119,334

Goodwill (ii)

908,612


    619,469

Total

1,078,187


  738,803

 

(i)   Refers to customer relationship, non-compete agreement and brands arising from acquisition of a) Dextra Technologies S.A., on August 10, 2021 (note 2.1.c), b) Somo Global Ltd, on January 27, 2022 (note 2.2.c) and c) Box 1824, in June, 2022 (note 2.3.c).
(ii)    Refers to goodwill arising from acquisitions of: a) CI&T IN Software Ltda., which was merged into the subsidiary CI&T Software in 2014 in the amount of R$ 2,871, b) CI&T Japan Inc. in 2015 in the amount of R$ 982 (R$ 1,233 as of December 31, 2021), c) acquisition of Comrade Inc. in 2017, in the amount of R$ 18,438 (R$ 19,644 as of December 31, 2021), which was merged into the subsidiary CI&T Inc; d) Dextra Technologies S.A., on August 10, 2021, in the amount of R$ 595,721 (note 2.1.d); e) Somo in 2022 in the amount of R$ 264,370 (R$ 317,179 as of January, 27, 2022) and f) Box 1824 in 2022 in the amount of R$ 26,229.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

The change in the balances of intangible assets as follows:

 

 

Network software


Internally developed software


Software in progress


Customer relationship


Non-compete agreement


Brands


Goodwill


Total

Cost:

 


 


 


 


 


 


 


 

Balance as of January 1, 2021

9,732


13,351


115


-


-


-


14,570


37,768

Exchange rate changes

(11)


-


-


-


-


-


-


(11)

Additions

1,783


778


273


-


-


-


-


2,834

Balance as of June 30, 2021

11,504


14,129


388


-


-


-


14,570


40,591

Balance as of December 31, 2021

11,942


16,581


391


88,961


13,462


20,501


619,469


771,307

Additions due to business combination Somo (note 2.2)

-


-


-


49,539


-


7,746


317,179


374,464

Additions due to business combination Box (note 2.3)

16


-


-


6,430


-


5,536


26,229


38,211

Exchange rate changes

(43)


-


-


-


-


-


(54,265)


(54,308)

Additions

768


-


725


-


-


-


-


1,493

Write-off

(788)


-


(32)


-


-


-


-


(820)

Transfers

50


192


(242)


-


-


-


-


-

Balance as of June 30, 2022

11,945


16,773


842


144,930


13,462


33,783


908,612


1,130,347

Amortization:

 


 


 


 


 


 


 


 

Balance as of January 1, 2021

(8,636)


(10,966)


-


-


-


-


-


(19,602)

Exchange rate changes

10


-


-


-


-


-


-


10

Additions

(344)


(778)


-


-


-


-


-


(1,122)

Balance as of June 30, 2021

(8,970)


(11,744)


-


-


-


-


-


(20,714)

Balance as of December 31, 2021

(9,543)


(12,670)


-


(4,766)


435


(5,960)


-


(32,504)

Exchange rate changes

68


-


-


-


-


-


-


68

Additions

(514)


(934)


-


(8,693)


(1,516)


(8,815)


-


(20,472)

Write-off

748


-


-


-


-


-


-


748

Transfers

-


-


-


-


-


-


-


-

Balance as of June 30, 2022

(9,241)


(13,604)


-


(13,459)


(1,081)


(14,775)


-


(52,160)

Balance at:

 


 


 


 


 


 


 


 

December 31, 2021

2,399


3,911


391


84,195


13,897


14,541


619,469


738,803

June 30, 2022

2,704


3,169


842


131,471


12,381


19,008


908,612


1,078,187

 

Impairment test – Goodwill

For the period ended June 30, 2022, Management did not identify factors that could significantly change the assumptions used in the annual impairment analysis and, therefore, did not identify any indicator of impairment of intangible assets and goodwill.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

11            Leases

 

  1. Right-of-use assets

 

 

June 30, 2022


December 31, 2021

Properties

65,696


69,441

Vehicles

8,231


4,173

IT equipment    

71


213

Total

73,998


73,827


Some of the Group’s leases have the option of an extension that can be exercised for an indefinite period, and in these cases the Group has already considered in the measurement of the lease amounts the extensions that are reasonably certain to be exercised.

 

The Group applies the short-term lease recognition exemption to its short-term leases of properties (those leases that have a lease term of 12 months or less). It also applies the lease of low-value assets recognition exemption to leases that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expenses on a straight-line basis. The remaining rental expenses for the period totaled R$ 3,335 as of June 30, 2022 (R$ 3,426 as of June 30, 2021).

 

The changes to balances of the right-of-use are:

 

 

Properties


Vehicles


IT equipment


Total

Cost:

 


 


 


 

Balance as of January 1, 2021

88,549


5,008


851


94,408

Exchange rate changes

(1,949)


(7)


-


(1,956)

Additions

6,467


706


-


7,173

Derecognition of right-of-use assets

(1,364)


(692)


-


(2,056)

Balance on June 30, 2021

91,703


  5,015


        851


97,569

Balance as of January 1, 2022

107,640


6,372


851


114,863

Additions due to business combination

6,800


-


-


6,800

Exchange rate changes

(2,868)


-


-


(2,868)

Additions

4,018


5,550


-


9,568

Derecognition of right-of-use assets

(1,189)


(870)


-


(2,059)

Balance on June 30, 2022

           114,401


             11,052


                   851


             126,304

Depreciation:

 


 


 


 

Balance as of January 1, 2021

(22,090)


(2,199)


(354)


(24,643)

Exchange rate changes

389


7


-


396

Depreciation

(7,241)


(987)


(142)


(8,370)

Derecognition of right-of-use assets

1,175


495


-


1,670

Balance on June 30, 2021

         (27,767)


          (2,684)


               (496)


          (30,947)

Balance on January 1, 2022

(38,200)


(2,199)


(638)


(41,037)

Exchange rate changes

770


-


-


770

Depreciation

(11,275)


(1,421)


(142)


(12,838)

Derecognition of right-of-use assets

-


799


-


799

Balance on June 30, 2022

          (48,705)


          (2,821)


             (780)


         (52,306)

Net balance at:

 


 


 


 

December 31, 2021

69,440


4,173


213


73,826

June 30, 2022

65,696


8,231


71


73,998

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

  1. Lease liabilities

 

 


Average discount rate (per year)


June 30, 2022


December 31, 2021

Properties


9.19% (2021: 10.88%)


74,446


77,366

Vehicles


18.11% (2021: 14.54%)


8,704


4,285

IT equipment


7.70% (2021: 7.70%)


86


237

Total


 


83,236


81,888

Current


 


27,548


21,214

Non-current


 


55,688


60,674

Total


 


83,236


81,888

 

The change in lease liabilities is disclosed in the reconciliation of change in liabilities to cash flows in note 12.



bCI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

12            Loans and borrowings

Loans and borrowings operations can be summarized as follows:

 

 

Currency


Average interest rate per year (%)


Year of maturity


June 30, 2022


December 31, 2021

Itaú (i)

USD


4.82% p.a.


2022


315


2,349

Citibank - CI&T Inc. (iii)

USD


Libor 3 months rate + 1.90%


2022


-


11,164

Banco do Brasil (ii)

USD


3.68% p.a.


2022


48,748


56,551

Citibank (ii)

USD


4.06% p.a. / 2.47% p.a.


2023


24,413


28,328

Bradesco (i)

BRL


CDI + 1.10% p.a


2023


6,677


11,684

Citibank (ii)

USD


3.80% p.a.


2023


9,988


-

Bradesco (ii)

USD


3.98% p.a.


2023


14,865


-

Santander Bank S/A (iv)

BRL


  CDI + 1.60% p.a. 


2026


-


204,047

Bradesco (i)

BRL


  CDI + 1.75%   p.a.


2026


309,295


306,417

Citibank (i)

USD


  Libor 3 months rate + 2.07% 


2026


143,126


168,169

Santander - CI&T Inc. (v)

USD


5.02% p.a.


2026


115,815


-

Total

 


 


 


673,242


788,709

 

(i)    Export credit note - NCE: Refers to financing to export software development services.
(ii) Advance on Foreign Exchange Contract (ACC).
(iii) Refers to Revolving Credit Facility.
(iv)  Refers to Law 4131 - Foreign currency loans granted by the banks abroad to a Brazilian company. Loan settled in advance in May 2022.
(v) Refers to working capital loan.


These balances were included as current and non-current borrowings in the consolidated statement of financial position as follows:

 

 

June 30, 2022


December 31, 2021

Current

183,465


164,403

Non-current

489,777


624,306

Total

673,242


788,709

 

The principal balances of long-term loans and borrowings as of June 30, 2022, mature as follows:

 

Maturity




2023

  56,925

2024

115,938

2025

171,955

2026

144,959

Non-current liabilities

     489,777

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


The reconciliation of change in liabilities to cash flows arising from financing activities is shown below: 

 

Liabilities


Leases


Net Equity


Total

 

Loans and borrowings


Leases (Note 11.b)


Share premium and Reserves


 

Balance as of December 31, 2021

788,709


81,888


1,052,045


1,922,642

Changes in cash flow from financing activities

 


 


 


 

Proceeds from loans and borrowings

133,789


-


-


133,789

Loan and borrowings payments, and lease payments

(244,384)


(12,576)


-


(256,960)

Proceeds from exercise of share options

-


-


8,893


8,893

Total changes in financing cash flows

(110,595)


(12,576)


8,893


(114,278)

Exchange rate changes

4,466


(2,200)


-


2,266

Other changes - liabilities

 


 


 


 

Additions due to business combination

34,481


6,800


-


41,281

New leases

-


9,568


-


9,568

Interest expenses

32,823


4,233


-


37,056

Interest paid

(38,379)


(3,174)


-


(41,553)

Other borrowing/lease costs

(38,263)


(195)


-


(38,458)

Lease write-offs

-


(1,108)


-


(1,108)

Total other changes - liabilities

(9,338)


16,124


-


6,786

Total other changes - equity

-


-


74,058


74,058

Balance as of June 30, 2022

673,242


83,236


1,134,996


1,891,474

 


Liabilities


Leases


Net Equity


Total


Loans and financing


Leases (Note 11.b)


Reserves


 

Balance as of January 1, 2021

89,230


75,228


116,072


280,530

Changes in cash flow from financing activities

 


 


 


 

Proceeds from loans and borrowings

88,496


-


-


88,496

Loan and borrowings payments, and lease payments

(68,265)


(7,854)


-


(76,119)

Share-based plan contributions

-


-


691


691

Interest on equity paid

-


-


(460)


(460)

Dividends paid

-


-


(71,039)


(71,039)

Total changes in financing cash flows

20,231


(7,854)


(70,808)


(58,431)

Effect of changes in exchange rates

(556)


(1,633)


-


(2,189)

Other changes - related to liabilities

 


 


 


 

New leases

-


7,011


-


7,011

Interest expense

1,013


2,659


-


3,672

Interest paid

(1,966)


(2,607)


-


(4,573)

Other costs

(2,181)


(42)


-


(2,223)

Lease write-offs

-


(197)


-


(197)

Total other changes related to liabilities

(3,134)


6,824


-


3,690

Total other changes related to equity

-


-


113,499


113,499

Balance as of June 30, 2021

105,771


72,565


158,763


337,099

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


Loans and borrowings covenants

The loans and borrowings described above are subject to covenants, which establish the early maturity of debts. Some of the Group’s debt contracts have covenants that require it to maintain certain ratios, such as Net Debt to EBITDA (Earnings Before Interest, Depreciation and Amortization).

 

In addition, early maturity of the loans could be caused by:


Disposal, merger, incorporation, spin-off, or any other corporate reorganization process that implies a change in the shareholding control, except for the prior consent from the creditor, and if it does not affect the liquidity capacity of this instrument.

Failure to send the annual financial statements within 180 days of the fiscal year-end.


13           Salaries and welfare charges

 

 

June 30, 2022


December 31, 2021

Salaries

30,306


31,342

Accrued vacation and charges

102,710


83,750

Accrued (13th) salary

2,015


-

Bonus

34,816


72,810

Withholding income tax

17,614


20,604

Payroll charges (social contributions)

19,004


18,124

Others

7,902


  7,543

Total

214,367


234,173

 

The table below shows the movement of the bonus accrual:

 


2022

 

Balance as of January 1, 2022


Addition


Addition due to business combination (*)


Payment


Effect of movements in exchange rates


Balance as of June 30, 2022

Bonus

72,810


36,014


675


(71,407)


(3,276)


34,816



2021

 

Balance as of January 1, 2021


Addition


Payment


Effect of movements in exchange rates


Balance as of June 30, 2021

Bonus

52,312


28,655


(51,920)


1,956


31,003

 

(*) Refers to business combination of Somo on January 27, 2022 (note 2.2).


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


14            Accounts payable for business combination


 

June 30, 2022


December 31, 2021

Dextra (note 2.1)

 


 

Acquisition cost

51,961


    48,817

Retained amount

32,157


    30,000

Other

8,586


6,909

 

92,704


      85,726

Somo (note 2.2)

 


 

Earn-out

56,066


      -

Escrow account

20,392


        -

Other

  2,179


     -

 

78,637


         -

Box (note 2.3)

 


 

Retained amount

8,871


         -

Other

   974


    -

 

9,845


     -

Current

113,559


48,923

Non-current

67,627


36,803

Total

181,186


85,726

 

The table below shows the movement of the accounts payable for business combination:

 

 

2022

 

Balance as of January 1, 2022


Monetary adjustment

(iii)


Price adjustment review (i)


Acquisitions (note 2.2, 2.3)


Exchange variation


FVA (ii)


Payment


Balance as of June 30, 2022

Accounts payable for business combination (note 2)

85,726


4,612


1,997


102,445


(11,032)


3,126


(5,688)


181,186

 

 

 2021 

 

Balance as of January 1, 2021


Acquisition of Dextra (i)


Monetary adjustment


Payment


Balance as of December 31, 2021

Accounts payable for business combination

-


133,573


3,091


(50,938)


85,726

 


(i) The Management revised the purchase price on the closing date based related to the acquisition of Dextra Investimentos S.A. and reduced the price based in the amount of R$ 16,427, thus the total of consideration transferred was R$ 783,573. After the revision and agreement with the sellers, on March 30, 2022, the reduction of adjusted price was agreed in the amount of R$ 14,062, resulting in an increase in the balance to payable of R$ 2,365. In June, the Management revised the purchase price related to the acquisition of Somo and reduced the price based in the amount of R$ 368.

(ii)

Refers to the remeasurement of the SOMO earn-out due to the achievement of the Net Revenue cap foreseen in the SPA.


(iii) Adjusted by the CDI rate.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


15            Provisions

The Group is involved in tax and labor lawsuits that were considered probable losses and are provisioned according to the table below:

0

Balance as of January 1, 2021


Provisions


Balance as of December 31, 2021


Provisions


Provisions assumed in a business combination (note 2.3.c)


Reversal


Charges


Payments


Balance as of June 30, 2022

Tax

11


120


131


76


-


(3)


-


-


204

Labor

150


352


502


582


13,583


(270)


(11)


(4)


14,382

Total Provisions

161


472


633


658


13,583


(273)


(11)


(4)


14,586

 

The main labor lawsuits referred to above refer to the compliance with minimum quota of employees with disabilities and lack of control over working hours.

 

In relation to the business combination with Box 1824, the Group has also assumed an amount of R$ 13,583 of unmaterialized labor contingencies liability (note 2.3.c/d)

 

As of June 30, 2022, the Group’s judicial deposits totaled R$ 9,337 (R$ 3,079 as of December 31, 2021), recognized in the statement of financial position, in non-current assets. Of this amount, R$ 9,191 (R$ 2,933 as of December 31, 2021) refer to tax lawsuits, R$ 142 (R$ 142 as of December 31, 2021) refer to labor lawsuits and R$ 4 (R$ 4 as of December 31, 2021) refers to civil lawsuits.

 

Additionally, the Group is a party to civil, labor and tax lawsuits, whose likelihood of loss is regarded as possible, for which no provision was recorded, in the amount of R$ 3,478 as of June 30, 2022 (R$ 4,292 as of December 31, 2021) of which all R$ 3,478 related to lawsuits assumed in the business combination with Dextra Group.


In relation to the business combination with Box 1824, the Group has also assumed the unmaterialized labor contingencies liability, whose likelihood of loss is regarded as possible, for which no provision was recorded, in the amount of R$ 7,514 as of June 30, 2022.

 

The main lawsuit assessed as possible loss refer to:

 

Tax lawsuits related to non-contribution tax credits referring to payroll in the period from January 1 to December 31, 2011.

 16            Employee benefits

The Group provides its employees with benefits that include medical care, dental care and life insurance during their employment. These benefits are paid by the Group and according to the category of health plans elected, with a consideration paid by the employee.

 

Additionally, the Group offers its employees the option to adhere to a private pension plan to which voluntary contributions are made. For CI&T Brazil, the contributions are made exclusively by the participants; for CI&T US, CI&T UK and CI&T Canada the companies contribute with the same amount as the participants up to 4% of the employee salary. In both scenarios there is no consideration to be paid by the subsidiaries, as there are no post-employment obligations. The nature of the plan allows employees to suspend or discontinue their contributions at any time and allows the Management to transfer the portfolio to another administrator.

 

The Group does not have additional post-employment obligations and none other long-term benefits, such as time-of-service leave, lifetime health plan and other time-service benefits.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


17            Stock option plan and share based compensation

 

a.            Plan in force

 

First plan (2020 / 2021)

 

On March 30, 2020, the Board of Directors approved the 1st and 2nd stock option programs and, on February 26, 2021, approved the 3rd and 4th stock option programs, through which selected executives were granted options that confer the right to exercise the stock purchase, subject to certain conditions under the “Stock Option Plan”, with the option to settle in equity and cash.

 

On October 29, 2021, in connection with a restructuring (see note 1.a), the Board of Directors approved the migration of the plan from the subsidiary CI&T Brazil to the Company. The Company recognized the rights of each participant accrued under the corresponding plan and related programs and shall assume all obligations of CI&T Brazil under such plan. Since that, the Company remeasured the fair value of the stock options granted, both of the Company and of the subsidiary CI&T Brazil on the date of the plan migration. The remeasurement to fair value of the stock options granted was immaterial.

 

The options already granted become options granted under the CI&T Cayman Plan, provided that each option shall confer the right to acquire one class A common share issued by Company.

 

Considering that the number of shares forming Company’s capital stock is approximately 68.14 times the number of shares forming the subsidiary CI&T Brazil, the number of granted options and the exercise price were adjusted in the same proportion.

 

Stock option program (equity settled)

 

The following are the general conditions of the Group’s stock option plan:

 

Characteristics of the plans:

Plan 2020/2021 - Equity-settled

 

1st and 2nd Program

 

3rd Program

4th Program

 

Grant date

01/04/2020

 

01/04/2021

01/04/2021

 

Exercise Period:

6.8 years

(i)

5.8 years

5.8 years

(i)

Exercise

-

(i)

-

-

(i)

Limit date

01/01/2027

(i)

01/01/2027

01/01/2027

(i)

 

 

 

 

 

 

Activity of stock option number

 

 

 

 

 

(+) Total number of granted options

3,940,478

 

666,616

187,820

 

(-) Canceled options

78,360

 

- 

19,900

 

    (-) Exercised options

706,531

 

37,070

11,621

 

(=) Number of options not exercised

3,155,587

(ii)

629,546

156,299

(ii)

(=) Number of outstanding options on 06/30/2022

3,155,587

 

629,546

156,299

 

(=) Number of exercisable options on 06/30/2022

1,902,444

 

- 

- 

 

 

 

 

 

 

 

Inputs used in the measurement

 

 

 

 

 

Exercise price (in reais)

9.58

(ii)

19.84

19.84

(ii)

Share price on the grant date (in reais)

21.68

(v)

21.68

21.68

(v)

Volatility (% p.a.)

24.19%

(iv)

27.73%

27.73%

(iv)

Interest rate (% p.a.)

1.53%

 

2.66%

2.66%

 

Option value (in reais)

0.48

(iii)

1,81

1,85

(iii)

Remaining average term (expected lifetime)

3.7 years

(vi)

4.3 years

4.3 years

 

 

 

 

 

 

 

Effects on income for the year:

 

 

 

 

 

Total expense attributed to the granting of options (R$)

1,846

 

1,275

298

 

Expenses incurred until December 31, 2020 (R$)

142

 

-

-

 

Expenses incurred until December 31, 2021 (R$)

668

 

251

48

 

Expenses incurred until June 30, 2022 (R$) (note 17.d)

137

 

128

22

 

Expenses to incur

899

 

896

228

 

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

(i) Conditional upon the grace period and assuming the possibility of anticipated vesting in face of a liquidity event.
(ii) Price established was based on valuation at the time the options are granted.
(iii) Fair value based on the Black-Scholes method.
(iv) The expected volatility was estimated based on the historical volatility of the comparable Companies share price.
(v) The share price was determined based on valuation prepared by the Group on the date of plan migration.
(vi) Average calculated considering that, according to the definition of the plan, 25% of the options can be exercised before the vesting period.

 

The Board of Directors is entitled to select the participants of the program, at its sole discretion, among the Management, executives, employees and service providers of the Company and its subsidiaries. Additionally, the Board of Directors defines the terms of each program, when the option granted to the participants will become eligible for exercise (“vesting period”), including the possibility of anticipating the vesting period.

 

The fair value of the stock options granted is estimated on the grant date, based on the Black-Scholes model, which considers the terms and conditions for granting the shares.

 

On October 29, 2021, as a result of the corporate reorganization, the exercise price of the options changed from R$ 653.21 to R$ 9.58 for the 1st and 2nd programs and changed from R$ 1,352.00 to R$ 19.84 for the 3rd and 4th programs, to be updated according to the official national price index (IPCA / IBGE). The participants must pay the exercise price in cash and the program does not provide for alternatives for paying cash back to participants.

 

In the period from January to June 2022, 755,222 (428,495 January to March and 326,727 in May) ordinary shares were issued as a result of the exercise of vested options arising from the share option programs (see note 18.a). Options were exercised at a price of R$ 10.89 and R$ 11.32 for 1st and 2nd stock option programs and R$ 21.68 and R$ 22.53 for 3rd and 4th stock option programs, respectively.

 

Second plan (2022)

 

On June 9, 2022, the Board of Directors approved the 2nd stock option plan, through which selected executives were granted options that confer the right to exercise the stock purchase, subject to certain conditions under the “Stock Option Plan”, with the option to settle in equity.

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

Stock option program (equity settled)

 

 

Plan 2022 - Equity-settled

Characteristics of the plans:

 

 

Grant date

01/04/2022

 

Exercise Period:

6.8 years

(i)

Exercise

-

(i)

Limit date

01/01/2029

(i)

 

 

 

Activity of stock option number

 

 

(+) Total number of granted options

290,099

 

(-) Canceled options

 -  

 

(-) Exercised options

 -  

 

(=) Number of options not exercised

290,099

(i)

(=) Number of outstanding options on 06/30/2022

290,099

 

(=) Number of exercisable options on 06/30/2022

-  

 

 

 

 

Inputs used in the measurement

 

 

Exercise price (in dollar)

16.95

(ii)

Share price on the grant date (in dollar)

17.50

(v)

Volatility (% p.a.)

27.44%

(iv)

Interest rate (% p.a.)

0.39%

 

Option value (in dollar)

3.37

(iii)

Remaining average term (expected lifetime)

3.0 years

(vi)

 

 

 

Effects on income for the year:

 

 

Total expense attributed to the granting of options (R$)

4,593

 

Expenses incurred until June 30, 2022 (R$)

323

 

Exchange variation

(17)

 

Expenses to incur

4,287

 

 

(i) Conditional upon the grace period and assuming the possibility of anticipated vesting in face of a liquidity event.
(ii) Price established was based on valuation at the time the options are granted.
(iii) Fair value based on the Black-Scholes method.
(iv) The expected volatility was estimated based on the historical volatility of the comparable Companies share price.
(v) The share price on the grant date.
(vi) Average between vesting period and plan term that was set for 01/01/2029.

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

In the six-month period ended on June 30, 2022, the Group recognized in the statement of profit or loss an amount of R$ 610 (R$ 501 as of June 30, 2021), see details in item “d”.

 

b.            Stock option program (settled in cash)

As described above, the stock option program settled in cash was also migrated from the subsidiary CI&T Brazil to the Company. The number of granted options was proportionally adjusted by the equivalent of the Companys shares.

 

The amount to be settled in cash is based on the increase of the Group’s share price between the grant date and the exercise date.

 

 

Payable in cash

Granting date

04/2020

 

10/2021

 

Exercise Period:

6.8 years

(i)

5.2 years

(i)

Exercise Date

-

(i)

-

(i)

Limit date for exercising the options

01/01/2027

(i)

01/01/2027

(i)

Total number of options granted

69,774

 

12,130

 

Liabilities carrying amount as of June 30, 2022

1,501

 

110

 

 

(i)     Conditional upon the grace period and assuming the possibility of anticipated vesting in face of a liquidity event.

 

c.            Share based compensation - shares granted to executive officers

 

Box 1824

 

On May 31, 2022, the Company granted to the former controlling shareholder of the subsidiary Box 1824 the right to receive 45,255 shares. Box’s shareholder became executives of the Group, and the granting of the shares is conditioned to continuing employment in the Group until the first and second maturities, on May 31, 2026 and 2027, respectively. The fair value of the shares was estimated on the acquisition date of the subsidiary, based on share price, in the amount of R$ 3,521.

 

In the six-month period ended on June 30, 2022, the Group recognized in the statement of profit or loss an amount of R$ 64, see details below in item “d” – expenses recognized in profit or loss.

 

Comrade (merged into CI&T, Inc. (“CI&T US”))

 

In August 2017, the Company granted to the former controlling shareholders of the subsidiary Comrade, Inc. (later merged into CI&T US) the right to receive 16,530 shares. Comrade’s shareholders became executives of the Group, and the granting of the shares is conditioned to continuing employment in the Group for a period of four years from the acquisition date of Comrade. The fair value of the shares was estimated on the acquisition date of the subsidiary, using the “Black-Scholes” pricing model, in the amount of R$ 5,120.

 

As of June 30, 2022, there was no impact on profit or loss (R$ 211 as of June 30, 2021), see details below in item “c” – expenses recognized in profit or loss.

 

On October 8, 2021, the executive officers exercised the options through the issuance of 16,530 new common shares, with no par value, at the total issuance price of R$ 28,697, subscribed by McMillian Family Trust. The subscribed shares were paid through the transfer of 15,896 shares issued by the subsidiary CI&T Inc to the subsidiary CI&T Brazil.

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

d.            Expenses recognized in profit or loss

 

 

June 30, 2022

 

June 30, 2021

Plan in force:

 

 

 

Equity settled

610

 

176

Cash settled

459

 

114

Shares granted to executives’ officers

64

 

211

Expenses recognized in profit or loss (note 20)

1,133

 

501

Other effects in shareholders’ equity

-

 

691

Total

1,133

 

1,192

(-) Effect of cash settled

(459)

 

(114)

Effect of movements in exchange rates

-

 

 3

Total shareholders’ equity

674

 

1,081


18            Equity

 

a.            Share capital

 

 

June 30, 2022


December 31, 2021

Number of ordinary nominative shares

133,178,767


132,197,896

Par value

0.00027


      0.00027

Total share capital

37


        36

 

As of June 30, 2022, the total issued share capital of R$ 37 (R$ 36 as of December 31, 2021) is divided into 133,178,767 common shares (132,197,896 as of December 31, 2021). 

 

Those common shares are divided into 19,274,081 Class A common shares, including 225,649 Class A common shares that were issued as part of the payment for the Somo acquisition in January 2022 (see note 2.2) and 755,222 Class A common shares issued from January to June 2022 in connection with our stock option plan (see note 17), and 113,904,686 Class B common shares.

 

The holders of the Class A common shares and Class B common shares have identical rights, except that (i) the holders of Class B common shares are entitled to ten votes per share, whereas holders of Class A common shares are entitled to one vote per share, (ii) Class B common shares have certain conversion rights and (iii) the holders of Class B common shares are entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued, however that such rights to purchase additional Class B common shares may only be exercised with Class B Shareholder Consent. 

 

b.            Share premium

The share premium refers to the difference between the subscription price (US$ 15.00 per share) that the shareholders paid for the shares and their nominal value (US$ 0.00005 per share), as a total amount of R$ 915,947 (US$ 166,666).


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

c.            Capital reserve

 

Corporate restructuring

As described in note 1.a above, CI&T completed its corporate restructuring in November 2021. CI&T Brazil ceased to be the ultimate parent company, and CI&T (non-operating holding company) became the ultimate parent company. This transaction occurred through the transfer of the shares of its shareholders from CI&T Brazil to CI&T Delaware and, subsequently, to CI&T, which resulted in the capital increase of 121,086,781 shares at par value of R$ 0.00027 per share.

 

Share-based compensation

The Group has share-based compensation plans that are accounted as Capital reserve.

 

Additionally, in connection with the business combination of Box 1824, the Group has recorded as Capital reserve a share-based payment award included in a change-in-control clause (see note 2.3.a). Once an acquiree award that includes a change-in-control that does not require post-combination service to vest, the unvested awards are vest immediately at the transaction date.

 

Share issuance costs

In 2021, the Company incurred incremental costs directly attributable to the public offering, recorded in the Capital reserve.

 

d.            Earnings reserves

 

 

June 30, 2022


December 31, 2021

Retained earnings reserve

125,957


125,957

Retained earnings – net profit for the period

55,222


-

Total retained earnings

181,179


125,957

 

e.            Dividends and interest on equity

As of June 30, 2022, the Company had no dividends liability. The approvals and payments of dividends and interest on shareholder´s equity occurred before the corporate reorganization, during 2021.

 

f.            Other comprehensive income

 

Translation differences

Accumulated translation adjustments include all foreign currency translation differences on investments abroad.

 

Cash flow hedges

As mentioned on note 24, in January 2022, the Company decided to apply hedge accounting for financial instruments (non-derivates), with the purpose of hedging exchange rates in transactions related to highly probable risk operations. The movement of exchange variation to be realized by future investments in acquisition and by the foreign exchange debt are accumulated in other comprehensive income.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


19            Net revenue

The Group generates revenue primarily through the provision of services described in the table below, which is summarized by nature:

 

 

Period ended June 30, 2022


Quarter ended June 30, 2022


Period ended June 30, 2021


Quarter ended June 30, 2021

Software development revenue

975,793


505,132


588,118


303,677

Software maintenance revenue

26,957


13,577


13,527


6,890

Consulting revenue

10,198


5,025


7,717


3,669

Revenue from software license agent

525


275


1,029


487

Other revenue

3,414


1,006


1,225


601

Total net revenue

1,016,887


525,015


611,616


315,324

 

The following table sets forth the net revenue by industry vertical for the periods indicated:

 

 

Period ended June 30, 2022


Quarter ended June 30, 2022


Period ended June 30, 2021


Quarter ended June 30, 2021

By Industry Vertical

 


 


 


 

Financial Services

315,064


161,466


210,089


111,268

Food and Beverages

202,056


107,988


172,169


88,112

Technology, Media and Telecom

137,443


69,690


62,491


30,142

Pharmaceuticals and Cosmetics

133,990


70,568


87,604


45,798

Retail and Manufacturing

67,053


31,624


34,210


18,232

Education and Services

36,653


16,965


23,638


11,446

Logistic and Transportation

34,632


17,596


10,155  


4,923

Others

89,996


49,118


11,260


5,403

Total net revenue

1,016,887


525,015


611,616


315,324

 

Performance obligations and revenue recognition policies 

The revenue is measured based on the consideration specified in the contract with the client. The Group recognizes revenue when it transfers control over the product or service to the customer. 

 

The table below provides information on the nature and timing of performance obligations in contracts with customers, including the revenue recognition policies listed in the main types of services: 

 

Type of service 

Nature and timing of performance obligations 

Revenue recognition in accordance with IFRS 15

Services provision: 
- software development; 
- software maintenance; 
- consultancy. 

 

 

The Group has determined that the customer controls all work in progress as the services are provided. This is because, according to these contracts, services are provided according to the client’s specifications and, if a contract is terminated by the client, the Group will be entitled to reimbursement of the costs incurred to date, including a reasonable margin. 

 

Invoices are issued in accordance with contractual terms and are usually paid on average in 70 days. Unbilled amounts are presented as contract assets. 

The associated revenue and costs are recognized over time. The progress of the performance obligation is measured based on the hours incurred.

 

Software License Agency 

The Group acts as an agent in software license agreements between the developer and the customer. 

 

Invoices (related to agency fees) are issued in accordance with the contractual terms and are generally paid on average within 45 days. 

Revenue related to fees as agent is recognized when contracts are entered into.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

Contract assets

Contract assets relate mainly to the Group’s rights to consideration for services performed, for which control has been transferred to the client, but not invoiced on the reporting date. Contract assets are transferred to receivables when the Group issues an invoice to the client.

 

The balances from contract assets are shown and segregated in the statement of financial position as follows:

 

.

June 30, 2022


December 31, 2021

Local market

127,797


80,107

Foreign market

105,276


55,194

(-) Expected credit losses from contract assets

(1,378)


(913)

Total

231,695


134,388

 

The movement of expected credit losses of contract assets, is as follows:

 

Balance as of January 1, 2021

(675)

Reversal (Provision)

(60)

Effect of movements in exchange rates

(5)

Balance as of June 30, 2021

(740)

Reversal (Provision)

(157)

Effect of movements in exchange rates

(16)

Balance as of December 31, 2021

(913)

Reversal (Provision)

(609)

Effect of movements in exchange rates

144

Balance as of June 30, 2022

(1,378)

 


20            Expenses by nature

 

Information on the nature of expenses recognized in the condensed consolidated interim statement of profit or loss is presented below:

 

 

Period ended

June 30, 2022


Quarter ended

June 30, 2022


Period ended

June 30, 2021


Quarter ended

June 30, 2021

Employee expenses

(746,236)


(380,666)


(422,324)


(222,351)

Third-party services and other inputs

(51,323)


(27,259)


(28,892)


(13,183)

Depreciation and amortization (a)

(43,596)


(24,205)


(16,019)


(8,224)

Insurance

(7,687)


(3,579)


(472)


(224)

Short-term leases

(3,335)


(1,617)


(3,426)


(1,628)

Travel expenses

(5,119)


(3,742)


(569)


(318)

Training

(2,929)


(1,652)


(1,811)


(1,022)

Share based compensation (b)

(1,133)


106


(501)


(328)

Expected credit loss

(710)


356


(367)


2,890

Consulting (c)

(9,090)


(6,395)


(462)


(237)

Other post-acquisition expenses (d)

(8,464)


(8,464)


-


-

Other costs and expenses

(14,468)


(6,350)


(10,092)


(5,565)

Total

(894,090)


(463,467)


(484,935)


(250,190)

 

 


 


 


 

Disclosed as:

 


 


 


 

Costs of services provided

(670,494)


(341,502)


(394,140)


(205,768)

Selling expenses

(75,091)


(39,962)


(37,780)


(18,801)

General and administrative expenses

(143,311)


(78,390)


(54,054)


(28,328)

Research and technological innovation expenses

-


-


(4)


-

Impairment loss on trade receivables and contract assets

(710)


356


(367)


2,891

Other income (expenses) net

(4,484)


(3,969)


1,410


(184)

Total

(894,090)


(463,467)


(484,935)


(250,190)

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


(a) Depreciation and amortization include R$ 19,614 (R$ 12,776 as of June 30, 2021) classified as cost of services R$ 4,958 (R$ 3,243 as of June 30, 2021) as expenses, and R$ 19,024 regarding identifiable net assets amortization as expenses.
(b) Share based compensation includes R$ 821 (R$ 233 as of June 30, 2021) classified as cost of services and R$ 312 (R$ 268 as of June 30, 2021) as expenses.
(c) Consulting expenses in the total amount of R$ 9,090 (R$ 462 as of June 30, 2021) related to acquisitions.
(d) Other post-acquisition expenses include the fair value adjustment on account payables for business combination (R$ 5,123) and other expenses related to obligation of business combination (R$ 3,341).


21            Net finance costs

 

 

Period ended June 30, 2022


Quarter ended June 30, 2022


Period ended June 30, 2021


Quarter ended June 30, 2021

Finance income:

 


 


 


 

Income from financial investments

3,555


2,170


724


306

Foreign-exchange gain (a)

107,358


45,323


11,999


3,716

Gains on derivatives

10,865


5,063


12,228


11,953

Interest received

821


621


72


34

Positive monetary variation

10


6


-


-

Other finance income

279


123


405


370

Total

122,888


53,306


25,428


16,379

Finance costs:

 


 


 


 

Exchange variation loss (b)

(92,709)


(32,019)


(17,495)


(15,921)

Loss on derivatives

(10,670)


(9,865)


(7,571)


(505)

Interest and charges on loans and leases (note 12) (c)

(37,055)


(18,918)


(3,672)


(1,738)

Bank guarantee expenses

(313)


(313)


(17)


(8)

Negative monetary variation

(4,612)


(2,579)


-


-

Other finance costs

(11,774)


(7,145)


(359)


(196)

Total

(157,133)


(70,839)


(29,114)


(18,368)

Net finance results

(34,245)


(17,533)


(3,686)


(1,989)

 

(a) Foreign exchange gains are increased by the translation of assets and liabilities held in foreign currencies. The variation is mainly led by the translation of trading and financial operations R$ 71,551 (R$ 11,284 in June 2021) and functional currency R$ 29,866.
(b) Foreign exchange losses are increased by the translation of assets and liabilities held in foreign currencies. The variation is mainly led by the translation of trading and financial operations R$ 29,992 (R$ 16,956 as of June 2021) and functional currency R$ 59,349.
(c) The main variation of the interest and charges on loans and leases is related to loans for the Dextra acquisition of R$ 32,145.

 

22            Income tax and social contribution

Income tax expenses are recognized at an amount determined by multiplying the profit (loss) before tax for interim reporting period based on the Management's best estimate of the weighted average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. Income tax expenses include current and deferred tax and social contribution on net profit.

 

The Group’s consolidated effective tax rate in respect of continuing operations for the six-month period ended June 30, 2022 was 38%, and for the six-month period ended June 30, 2021 was 37%.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


23            Earnings per share

 

Basic and diluted earnings per share

The calculation of basic earnings per share was based on the net income attributed to holders of common shares and the weighted average number of outstanding common shares. The calculation of diluted earnings per share was based on the net income attributed to holders of common shares and the weighted average number of outstanding common shares, after adjustments for all potential diluted common shares.

 

 

Period ended June 30, 2022


Quarter ended June 30, 2022


Period ended June 30, 2021


Quarter ended June 30, 2021

Numerator

 


 


 


 

Profit attributable to holders of ordinary shares

55,222


25,999


84,337


44,722

Denominator

 


 


 


 

Weighted average number of basic shares held by shareholders

132,841,306


133,040,816


119,960,383


119,960,383

Earnings per share—basic

0.42


0.20


0.70


0.37

 

 


 


 


 

Numerator

 


 


 


 

Profit attributable to holders of ordinary shares

55,222


25,999


84,337


44,722

Denominator

 


 


 


 

Weighted average number of diluted shares held by shareholders

132,841,306


133,040,816


122,153,579


119,960,383

Net earnings per share diluted

0.42


0.20


0.69


0.37

 

Weighted average number of common shares

 

 

Period ended June 30, 2022


Quarter ended June 30, 2022


Period ended June 30, 2021


Quarter ended June 30, 2021

Weighted average ordinary shares (basic)

132,841,306


133,040,816


119,960,383


119,960,383

Effect of stock options when exercised

-


-


2,193,196


-

Weighted average number of ordinary shares

132,841,306


133,040,816


122,153,579


119,960,383

 

24            Financial instruments and risk management

 

24.1            Financial instrument categories

The Group maintains operations with derivative and non-derivative financial instruments. The control policy consists of monitoring the terms contracted against current terms and conditions in the market. The Company does not make investments of speculative nature in derivatives or any other risk assets (see note 6.2).

 

The estimated fair value of the Group's financial instruments considered the following methods and assumptions:

 

Cash and cash equivalents and financial investment: recognized at cost plus income earned up to the closing date of the financial statements, which approximate their fair value.
Trade receivables: arise directly from the Group's operations, classified at amortized cost, are recorded at their original values, adjusted based on the exchange rate changes, when applicable, and subject to a provision for losses. Their carrying amount is a reasonable approximation of fair value.
Loans and borrowings: classified as financial liabilities measured at amortized cost and are recorded at their contractual values. The contractual flow of loans and borrowings is adjusted to the future value of the liabilities considering the interest until maturity.

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


Derivative financial instruments: The Group used derivative financial instruments to manage the interest rate risk exposure and foreign exchange risk exposure. The interest rate risk arises from the possibility of the Group incurring losses because of interest rate fluctuations that increase finance costs related to loans, while foreign exchange risk arises from the possibility of changes that may occur in the Company´s future cash flows. Existing contracts were maintained: NDFs — non-deliverable forwards and Swaps are used for operations with derivative instruments, for the discounted cash flow model for fair value calculation, with future dollar and interest assumptions obtained at B3 — Brasil, Bolsa, Balcão. Black and Scholes fair value statistical model is used for transactions with currency option (dollar), with future dollar and interest assumption obtained at B3. The financial instruments were valued by calculating the present value through the use of market curves that impact the specific instrument on the calculation dates. For this, future curves of USD Libor 3M, exchange coupon, DI (interbanking deposit) and currency quotation are used. For interest rate swaps, the present value of the asset position and the liability position, both are estimated by discounting cash flows at the interest rate of the currency in which the swap is denominated. The difference between the present value of the asset and the liability position of the swap generates its fair value.

 

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, segregated by category:

 

 

June 30, 2022

 

Amortized cost


Assets/liabilities measured at FVTPL


Assets/liabilities measured at FVOCI


Total

Financial assets

 


 


 


 

Cash and cash equivalents

104,190


-


-


104,190

Financial investments

253,304


-


-


253,304

Trade receivables

416,728


-


-


416,728

Contract assets

231,695


-


-


231,695

Derivatives

-


7,736


-


7,736

Non-derivatives financial instruments – exports revenue

-


-


9,595


9,595

Other assets

40,542


-


-


40,542

 

1,046,459


7,736


9,595


1,063,790

 

 


 


 


 

Financial liabilities

 


 


 


 

Suppliers and other payables

24,655


-


-


24,655

Loans and borrowings

673,242


-


-


673,242

Lease liabilities

83,236


-


-


83,236

Accounts payable for business combination

181,186


-


-


181,186

Derivatives

-


7,033


-


7,033

Non-derivatives financial instruments – exports revenue

-


-


33,614


33,614

Non-derivatives financial instruments – financial investments

-


-


15,716


15,716

Contract liabilities

11,771


-


-


11,771

Other liabilities

22,681


-


-


22,681

 

996,771


7,033


49,330


1,053,134

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


 

December 31, 2021

 

Amortized cost


Assets/liabilities measured at FVTPL


Assets/liabilities measured at FVOCI


Total

Financial assets

 


 


 


 

Cash and cash equivalents

135,727


-


-


135,727

Financial investments

798,786


-


-


798,786

Trade receivables

340,519


-


-


340,519

Contract assets

134,388


-


-


134,388

Derivatives

-


896


-


896

Other assets

32,968


-


-


32,968

 

1,442,388


896


-


1,443,284

 

 


 


 


 

Financial liabilities

 


 


 


 

Suppliers and other payables

33,566


-


-


33,566

Loans and borrowings

788,709


-


-


788,709

Lease liabilities

81,888


-


-


81,888

Accounts payable for business combination

85,726


-


-


85,726

Derivatives

-


535


-


535

Contract liabilities

13,722


-


-


13,722

Other liabilities

15,329


-


-


15,329

 

1,018,940


535


-


1,019,475

 

24.2            Financial risk management

The Group’s operations are subject to the following risk factors:

 

a.            Market risks

The Group is exposed to market risks resulting from the normal course of its activities, such as inflation, interest rates and exchange rate changes.

 

Thus, the Group's operating results may be affected by changes in national economic policy, especially regarding short and long-term interest rates, inflation targets and exchange rate policy. Exposures to market risk are measured by sensitivity analysis.

 

a.1            Foreign exchange risk management             

The Group is exposed to foreign exchange risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables, and borrowings are denominated and the respective functional currencies of the Company and its subsidiaries.

 

Therefore, foreign exchange risk is inherent to the Group’s business model. The Group’s revenue is mainly denominated in foreign currency and, consequently, is exposed to exchange rate changes. The Group’s expenses, on the other hand, are mainly denominated in the Group’s functional currency (Brazilian Reais) and, consequently, are not exposed to exchange rate changes. The Group is exposed to exchange rate risk on its financial investments, suppliers and other payables, trade receivables, loans and borrowings, accounts payable for business combination, lease liabilities and derivatives. See below the total amount exposure to foreign currency:

 

 

June 30, 2022


December 31, 2021

 

USD


GBP


Other


USD


GBP


Other

Financial investments

253,304


-


-


798,786


-


-

Suppliers and other payables

(4,662)


(2,493)


(1,276)


(8,763)


-


(722)

Trade receivables

257,461


42,575


4,168


233,724


-


7,273

Loans and borrowings

(241,455)


-


-


(266,561)


-


-

Accounts payable for business combination

-


(78,638)


-


-


-


-

Lease liabilities

(29,984)


(2,554)


(1,508)


(32,159)


-


(962)

Derivatives

(7,033)


-


-


361


-


-

Net exposure

227,631


(41,110)


1,384


725,388


-


5,589

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

Accounting policy for hedge accounting

At inception of the hedge relationship, the Company documents its objective and strategy, including identification of the hedging instrument, the hedged item, the nature of the hedged risk and evaluation of hedge effectiveness requirements.

 

At the beginning of the transaction, the Company documents the relationship between the hedging instruments and the hedged items, for the purpose of risk management and the strategy for carrying out hedging transactions.

 

Cash flow hedge for the Group's future investments:

In January 2022, the Group decided to apply hedge accounting for certain financial instruments (non-derivatives) (see note 2.2.), with the purpose of hedging exchange rates in transactions related to highly probable risk operations.

Based on the Group's risk management and considering the existing natural hedge on exchange rate variations, the Group designates hedge relationships between “highly probable future acquisitions” (hedged item) and non-derivative US dollar financial investments (hedging instruments), and their exchange effects are recognized at the same time in the statements of profit or loss.

Exchange rate variations in proportions of cash flows from financial investments in US dollars (non-derivative financial instruments) are designated as hedging instruments. At the inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including identification of: (i) the hedging instrument; (ii) the hedged item; (iii) the nature of the risk being hedged; and (iv) the assessment whether the hedging relationship meets the hedge effectiveness requirements.

At January 3rd, 2022, the Company has designated hedge relationships “highly probable future acquisitionsand non-derivative US dollar financial investment per a total amount of US$ 104,615. On January 27, 2021, as mentioned in note 2.2, the Company has acquired the Somo Group. In connection with this acquisition, an amount of US$ 64,615 was realized to investments. The remaining balance of US$ 40,000 as of June 30, 2022, is still aligned to highly probable future acquisitions for the year of 2022. The Group monitors on a monthly basis the relationships between the hedge item and hedging instruments.

The individual hedge relationships are established on a one-to-one basis, that is, the “highly probable future acquisitions” of each month and the proportions of cash flows from financial investments made abroad, used in each relationship and individual hedge, have the same face value in US dollars. The Company considers as “highly probable future acquisitions” only part of its total planned acquisitions.

The exposure of the Group's future investments in acquisitions in hard currency to the risk of variations in the R$/US$ exchange rate (liability position) is offset by an inverse exposure equivalent to its US dollars financial investments (asset position) to the same type of risk.

a.2            Cash flow hedge for the Company's future Revenues:

export revenues:

Considering the natural hedge and the risk management strategy, the Company designates hedging relationships to account for the effects of the existing hedge between a foreign exchange gain or loss from proportions of its long-term debt obligations (denominated in U.S. dollars) and foreign exchange gain or loss of its highly probable U.S. dollar denominated future export revenues, so that gains or losses associated with the hedged transaction (the highly probable future exports) and the hedging instrument (debt obligations) are recognized in the statement of profit or loss in the same periods.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


The schedule of cash flow hedge involving the Company´s future exports as of June 30, 2022 is set below:

 

 

 

 

 

 

Present value of hedging instrument notional value at June 30, 2022

Hedging Instrument

Hedged Transaction

Nature of the Risk

Maturity Date

USD

BRL

Foreign exchange gains and losses on proportion of non-derivative financial instruments cash flows

Foreign exchange gains and losses of highly probable future monthly exports revenues

Foreign Currency - Real vs U.S. Dollar
Spot Rate

2022 to 2026

50,000

261,900

 

 

 

 

 

 

Citibank (i)

 

 

2026

30,000

157,140

Citibank (ii)

 

 

2022

2,000

10,476

Citibank (ii)

 

 

2023

3,000

15,714

Banco do Brasil (ii)

 

 

2022

10,000

52,380

Bradesco (ii)

 

 

2023

3,000

15,714

Citibank (ii)

 

 

2023

2,000

10,476

Total amounts designated as of June 30, 2022

 

 

 

50,000

261,900

 

(i)    Export credit note - NCE: Refers to financing to export software development services.

(ii)  Advance on Foreign Exchange Contract (ACC).

 

Changes in the fair value of USD foreign exchange debt obligation (non-derivative financial instruments) designated as effective cash flow hedges have their effective component recorded in Equity, Other Comprehensive Income (“OCI”) and the ineffective component recorded in Statement of Profit or Loss, in finance income (expense). The amounts accumulated in Equity are recognized in the Statement of Profit or Loss in the years in which the hedged item affects the result, the effects of which are appropriated to the result, in order to minimize the variations in the hedged item.

The individual hedge relationships are established on a one-to-one basis, that is, the “highly probable exports” of each month and the proportions of cash flows from foreign exchange debt obligation made abroad, used in each relationship and individual hedge, have the same face value in US dollars.

The exposure of the Group's future exports in hard currency to the risk of variations in the R$/US$ exchange rate (liability position) is offset by an inverse exposure equivalent to its US dollars debt (asset position) to the same type of risk.

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

Hedge Accounting Effects

The movement of exchange variation accumulated in other comprehensive income as of June 30, 2022, realized by investments in acquisitions and to be realized by future investments in acquisitions are set out below:

 

 

Exchange variation

Balance as of December 31, 2021

-  

Recognized in Other comprehensive income

(31,850)

Reclassified to the statements of financial position - occurred investments in acquisitions

16,134

Balance as of June 30, 2022

(15,716)

 

The movement of exchange variation accumulated in other comprehensive income as of June 30, 2022, realized by occurred exports and to be realized by occurred exports are set out below:

 

 

Exchange variation

Balance as of December 31, 2021

-  

Recognized in Other comprehensive income

(24,019)

Reclassified to the statements of profit or loss - occurred exports

-  

Balance as of June 30, 2022

(24,019)

 

As of June 30, 2022, the annual expectation of realization of the exchange variation balance accumulated in equity is R$ 6,932.

 

For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss.

Hedge relationships may be discontinued and/or restarted in compliance with the risk management strategy. In this sense, such evaluations are carried out quarterly. In such hedges, the effective portion of foreign exchange gains and losses arising from hedging instruments is recognized in equity, in other comprehensive income, and transferred to statements of profit or loss when the hedged item affects profit or loss for the period. If the future investments (hedged item) are no longer considered highly probable, the hedge relationship is revoked, and the exchange variation accumulated up to the date of revocation is reclassified to profit or loss.

Additionally, when a financial instrument designated as a hedging instrument expires or is settled, the Group may replace it with another financial instrument, in order to ensure the continuity of the hedging relationship. Similarly, when a transaction designated as a hedged item takes place, the Group may designate the financial instrument that hedged that transaction as a hedging instrument in a new hedging relationship. The ineffective portion of exchange rate variations arising from hedging instruments is recorded in the financial result for the period. The Group decided to apply cash flow hedge accounting and financial instruments designated for hedge accounting were classified as cash flow hedges. The effective amount of gain or loss on the instrument is accounted for under the heading “Other comprehensive income” and the ineffective amount under the heading of “Profit or loss”, with the accumulated gains and losses recognized in profit or loss or balance sheet.

 

a.3            Interest rate risk management

Derives from the possibility of the Group incurring gains or losses resulting from changes in interest rates applicable to its financial assets and liabilities. The Group may also enter into derivative contracts in order to mitigate this risk.

 

Sensitivity analysis of non-derivative financial instruments

Exchange rate fluctuation and changes in interest rates may positively or adversely affect the financial statements, due to an increase or decrease in the balances of trade receivables and investments in foreign currency and the variation in the balances of financial investments and loans and borrowings.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

The Group mitigates its risks relating to non-derivative financial assets and liabilities substantially, through the contracting of derivative financial instruments and natural hedge, balancing financial assets and liabilities in foreign currency. Accordingly, the Group identified the main risk factors that may generate losses for its operations with derivative financial instruments and this sensitivity analysis is based on three scenarios that may impact the Group’s future results and cash flows, as described below:


(i) Probable scenario: The Group’s projections, based on internal and external data, considered the highest projection expected by the Company for the next 12 months: (i) the interest rate index in order to analyze the sensitivity of the index in short-term investments and loans and borrowings was 13.95% for CDI and 2.93% for Libor (only applicable for some loans and borrowings); (ii) the exchange rate of R$ 5.1999 USD, related to the closing rate projected by the Company, for the purposes of analyzing the foreign exchange exposure. Based on these factors, variations in the adverse and remote scenarios were calculated.


(ii) Adverse scenario: considered a variation of 25% in the main risk factor of each transaction.


(iii) Remote scenario: considered a variation of 50% in the main risk factor of each transaction.

 

For each scenario, the gross finance income or finance costs were calculated, excluding taxes and the maturity flow of each agreement. The base date considered was June 30, 2022, projecting the indexes for one year and verifying their sensitivity in each scenario.

 

Sensitivity analysis for interest rate risk

 

 


Risk


Exposure in R$


Period rates


Probable scenario (I)


Adverse Scenario (II)


Remote Scenario (III) 

Short-term financial investments


Interest rate increase CDI


41,288


13.15%


13.95%


17.44%


20.93%

 


 


 


 


330


1,771


3,212

Loans and borrowings


Interest rate increase CDI


(315,972)


13.15%


13.95%


17.44%


20.93%

 


 


 


 


(2,528)


(13,555)


(24,583)

Loans and borrowings


Interest rate increase - Libor


(143,126)


1.56%


2.93%


3.66%


4.40%

 


 


 


 


(1,961)


(3,006)


(4,065)

Derivatives (interest rate swap)


Interest rate increase - Libor


143,126


1.56%


2.93%


3.66%


4.40%

 


 


 


 


1,961


3,006


4,065

Net effect


 


 


 


(2,198)


(11,784)


(21,371)

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

Sensitivity analysis for exchange rate risk

 

 


Risk


Exposure in US$


Probable scenario (I)


Adverse Scenario (II)


Remote Scenario (III)

Net exchange variation on transactions


 


 


 


 


 

Exchange variation in the year


Foreign currency appreciation - USD


5.2380


5.1999


6.4999


7.7999

Financial investments


 


45,359


(17,442)


41,525


100,492

Suppliers and other payables


 


(888)


44


(1,110)


(2,264)

Trade receivables


 


49,039


(2,463)


61,288


125,038

Loans and borrowings


 


(50,250)


(19,840)


(85,165)


(150,490)

Derivatives


 


20,899


(796)


26,372


53,541

Lease liabilities


 


(9,758)


(20,757)


(33,442)


(46,127)

Net effect


 


 


(61,254)


9,468


80,190

 

 


Risk


Exposure in $


Probable scenario (I)


Adverse Scenario (II)


Remote Scenario (III)

Net exchange variation on transactions


 


 


 


 


 

Exchange variation in the year


Foreign currency appreciation - GBP


6.3726


6.6040


8.2550


9.9060

Suppliers and other payables


 


(395)


(116)


(768)


(1,420)

Trade receivables


 


6,753


2,022


13,171


24,320

Lease liabilities


 


(401)


(94)


(756)


(1,418)

Accounts payable for business combination


 


(12,340)


(2,855)


(23,229)


(43,602)

Net effect


 


 


(1,043)


(11,582)


(22,120)

 

b.            Credit Risk

Credit risk refers to the risk that a counterparty will not comply with its contractual obligations, causing the Group to incur financial losses. Credit risk is the risk of a counterparty in a business transaction not complying with an obligation provided by a financial instrument or an agreement with a client, which would cause financial loss. To mitigate these risks, the Group analyzes the financial and equity condition of its counterparties, as well as the definition of credit limits and permanent monitoring of outstanding positions.

 

The Group applies the simplified standard approach to commercial financial assets, where the provision for losses is analyzed over the remaining life of the asset.

 

In addition, the Group is exposed to credit risk with respect to financial guarantees granted to banks.

The Group held cash and cash equivalents of R$ 101,286 on June 30, 2022 (R$ 135,727 as of December 31, 2021) and financial investments of R$ 253,304 on June 30, 2022 (R$ 798,786 as of December 31, 2021). The cash and cash equivalents and financial investments are held with bank and financial institution counterparties, which are rated BB- to A+, based on Standard & Poor’s ratings.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

The carrying amount of financial assets represents the maximum credit exposure. The maximum credit risk exposure on the date of the financial statements is:

 

 


June 30, 2022


December 31, 2021

Hedge financial instruments - SWAP


7,736


896

Cash and cash equivalents


104,190


135,727

Financial investments


253,304


798,786

Trade receivables


416,728


340,519

Contract assets


231,695


134,388

Other receivables (current and non-current)


40,542


32,949


On June 30, 2022, the exposure to credit risk for trade receivables, contract assets and other receivables by geographic region was as follows:

 

 


June 30, 2022


December 31, 2021

NAE (North America and Europe)


428,142


297,430

North America


356,327


287,992

Europe


71,815


9,438

LATAM (Latin America)


254,521


202,528

APJ (Asia, Pacific and Japan)


6,302


7,917

Total


688,965


507,875

 

c.            Liquidity risk

The Group monitors liquidity risk by managing its cash resources and financial investments.

 

Liquidity risk is also managed by the Group through its cash flow projection, which aims to ensure the availability of funds to meet the Group’s both operational and financial obligations.

 

The Group also maintains approved credit lines with financial institutions, and other indebtedness such as working capital agreements in order to adequate levels of liquidity in the short, medium and long terms.

 

The maturities of the long-term installments of the loans are described in note 12.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

The following are the remaining contractual maturities of financial liabilities on the reporting date. The amounts are gross and undiscounted, including contractual interest payments and excluding the impact of netting agreements:

 

 

2022


Carrying amount


Cash contractual cash flow


6 months or less


6- 12 months


1-2 years


2-5 Years


More than 5 years

Non-derivative financial liabilities

 


 


 


 


 


 


 

Trade payables

24,655


24,655


24,655


-


-


-


-

Loans and borrowings

673,242


835,009


126,483


106,860


139,372


462,294


-

Lease liabilities

83,236


110,358


55,647


-


10,282


32,590


11,839

Accounts payable for business combination

191,031


198,840


55,647


59,023


13,239


59,092


11,839

Contract liabilities

11,771


11,771


11,771


-


-


-


-

Other payables (current and non-current)

22,681


22,681


22,681


-


-


-


-

Non-derivatives financial instruments

49,330


49,330


49,330


-


-


-


-

Derivatives

7,033


7,033


7,033


 


 


 


 

 

1,062,979


1,259,677


353,247


165,883


162,893


553,976


23,678

 

 

2021

 

Carrying amount


Contractual cash flow


6 months or less


6-12 months


1-2 years


2-6 years

Non-derivative financial liabilities

 


 


 


 


 


 

Trade payables

33,566


33,566


33,566


-


-


                -

Loans and borrowings

788,709


974,942


136,161


88,045


171,022


579,714

Lease liabilities

81,888


87,662


12,435


12,251


22,284


40,682

Accounts payable for business combination

85,726


85,726


1,064  


47,860


12,179


24,623

Contract liabilities

13,722


13,722


13,722


-


-


                -

Other payables (current and non-current)

15,329


15,329


15,329


-


-


-

Derivatives

535


535


535


-


-


                -

 

1,019,475


1,211,482


212,812


148,156


205,485


645,019

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

Bank credit lines

 

 

June 30, 2022


December 31, 2021

Used

-


11,161

Not used

54,999


47,434

 

54,999


58,595

 

The Group has credit lines credit lines for working capital with the banks HSBC and Citibank, in the amount of US$ 10,500 or R$ 54,999, at the exchange rate of 5,2379, the commercial selling rate for U.S. dollars as of June 30, 2022, as reported by the Brazilian Central Bank, partially used (note 12).

 

24.3            Derivative financial instruments

The Group held derivative financial instruments to hedge its foreign currency and interest rate risk exposures. As of June 30, 2022, the Group no longer entered into purchase and sale agreement for derivative financial instruments (NDFs). Meanwhile, existing NDF contracts remain valid.

 

Fair value estimated for derivative financial instruments contracted by the Group was determined according to information available in the market, mainly through financial institutions and specific methodologies of assessment. However, considerable judgment is necessary to understand market data in order to produce the fair value estimate for each operation. Consequently, the estimates do not necessarily indicate the amounts that will be effectively realized at settlement.

 

For comparison purpose, as of December 31, 2021, the Group had the following agreements for financial derivatives (NDFs):

 

 


2021

Maturity


Nominal value (USD)


Contracted rate


Amount in R$


Market rate


Fair value

February 25, 2022


(560)


5.6220


(3,148)


5.3459


(17)

Total


 


 


 


 


 (17)

 

The Group also used options in order to protect exports against the risk of exchange variation. The Group may enter into zero-cost collar strategies, which consists of the purchase of a put option and the sale of a call option, contracted with the same counterparty and with a net zero premium.

 

As of June 30, 2022, the Group has no balances involving options to buy and sell currencies. For comparison purpose, the composition of the balances involving options to buy and sell currencies as of December 31, 2021, is as follows:

 

 


2021

Maturity


Nominal value (USD)


Contracted rate


Amount in R$


Market rate


Fair value

01/21/2021 - 01/17/2022


875


Put option


4,900


5.8257


(349)

02/25/2021 - 02/25/2022


490


Put option


2,909


5.6490


(170)

Subtotal


 


 


 


 


(519)

 


 


 


 


 


 

01/21/2021 - 01/17/2022


875


Call option


(4,900)


5.5563


298

02/25/2021 - 02/25/2022


490


Call option


(2,909)


5.4690


196

Subtotal


 


 


 


 


494

Total


 


 


 


 


(25)

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022

 

During 2021, the Group entered into an interest rate swap transaction with the purpose of hedging the exposure to variable interest rate related to the Export Credit Note – NCE with Citibank.

 

The interest rate profile of the Group’s interest-bearing financial instruments, as reported to the Group’s Management, is as follows:

 

 


2022

Maturity


Notional (USD)


Amount in R$


Floating rate receivable


Fixed rate payable


Fair value

07/16/2026


30,000


152,100


3-months LIBOR


3.07%


7,736

07/07/2026


-


10,000


CDI


Foreign Exchange + 4.90%


(7,033)

 


 


 


 


 


703

 

 

 


2021

Maturity


Notional (USD)


Amount in R$


Floating rate receivable


Fixed rate payable


Fair value

07/16/2026


                 30,000


              152,100


3-month LIBOR


3.07%


   403

 


 


 


 


 


  403

 

24.4            Classification of financial instruments by type of measurement of fair value

The Group has financial instruments measured at fair value, which are qualified as defined below:

 

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the group may have access to on the measurement date;

Level 2 - Observable information for the asset or liability, directly or indirectly, except for quoted prices included in Level 1; and

 

Level 3 - Unobservable data for the asset or liability.

 

 

Carrying amount

 

Fair value

 

June 30, 2022


December 31, 2021

 

June 30, 2022


December 31, 2021

Level 2

 


 

 

 


 

Derivatives:

 


 

 

 


 

  Non-Deliverable Forward - NDF

-


(17)

 

-


(17)

  Interest rate swap

703


403

 

703


403

  Call and put option term

-


(25)

 

-


(25)

Total

703


361

 

703


361

Non-derivatives

 


 

 

 


 

  Lease liabilities

(83,236)


(81,888)

 

(110,358)


(87,662)

  Loans and borrowings

(673,242)


(788,709)

 

(835,009)


(974,942)

Accounts payable for business combination

(191,031)


(85,726)

 

(198,840)


(85,726)

Total

(947,509)


(956,323)

 

(1,144,207)


(1,148,330)

Total

(946,806)


(955,962)

 

(1,143,504)


(1,147,969)

 

Cash and cash equivalents, financial investments, trade receivables and suppliers and other payables were not included in the table above. The Group understands that these financial instruments have no classification, as the carrying amount of these items is a reasonable approximation of fair value.


CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


25            Related parties

 

Transactions with key management personnel

The Group paid R$ 6,788 as of June 30, 2022 (R$ 7,056 as of June 30, 2021) as direct compensation to key management personnel. These amounts correspond to the executive board compensation, related social charges and short-term benefits and are recorded under line “General and administrative expenses”.

 

The executive officers also participate in the Group's stock option program (see note 17). For the six-month period ended on June 30, 2022, R$ 10 (R$ 7 in 2021) were recognized in the statement of profit or loss.

 

The Group has no additional post-employment obligation, as well as no other long-term benefits, such as premium leave and other severance benefits. The Group also does not offer other benefits in connection with the dismissal of its Senior Management’s members, in addition to those defined by the Brazilian labor legislation in force.


26            Operating segments

Operating segments are defined based on business activities that reflect how CODM - Chief Operating Decision Maker reviews financial statements for decisions.

 

The Group's CODM is the Group's Board of Director. The CODM is in charge of the operational decisions of resource allocation and performance evaluation. The CODM considers the whole Group as a single operating and reportable segment, monitoring operations, making decisions on fund allocation and evaluating performance based on a single operating segment.

 

The CODM reviews relevant financial data on a consolidated basis for all subsidiaries. CODM makes decisions and regularly evaluates the performance of Group’s services as a whole in a single operational and reportable segment.


The table below summarizes net revenues by geographic region:

 

.

Period ended June 30, 2022


Quarter ended June 30, 2022


Period ended June 30, 2021


Quarter ended June 30, 2021

NAE (North America and Europe)

508,993


267,464


312,810


159,187

North America 

423,244


219,304


301,584


152,574

Europe 

85,749


48,160


11,226


6,613

LATAM (Latin America)

477,280


242,574


277,818


146,641

APJ (Asia, Pacific and Japan)

30,614


14,977


20,988


9,496

Total (Note 19)

1,016,887


525,015


611,616


315,324

 

Net revenues by geographic area were determined based on the country where the sale was made. The net revenue from a single customer represents 16% of the Company’s total net revenues as of June 30, 2022 (24% as of June 30, 2021).

 

Revenue by client concentration

The following table sets forth net revenue contributed by the top client, and top ten clients for the periods indicated:

.

Period ended June 30, 2022


Quarter ended June 30, 2022


Period ended June 30, 2021


Quarter ended June 30, 2021

Top client

162,608 


86,777


146,067


75,030

Top 10 clients

528,927 


275,596


447,098


231,165

 

CI&T Inc.

Unaudited condensed consolidated interim financial statements

June 30, 2022


Geographic information of the Group's non-current assets

The table below summarizes non-current assets, except deferred taxes, based on assets geographic location:

 

.

June 30, 2022


December 31, 2021

Brazil

863,778


837,865

Abroad:

 


 

United States of America

391,766


38,417

Japan

441


176

China

1,653


2,239

Canada

356


284

Portugal

494


387

Other countries

5,508


82

Total

1,263,996


879,450


27            Subsequent events

 

CI&T Colombia – new subsidiary

On July 11, 2022, the Company established the new indirect operating subsidiary CI&T Colombia S.A.S (“CI&T Colombia”). The main office is located at Medellín, Antioquia, Colombia


Business combination – Transpire acquisition
On August 16, 2022, the Company announced the execution of a sale and purchase agreement to acquire Transpire Technology Pty Ltd ("Transpire"), an award-winning Australian technology consultancy, to enhance its growth in Asia Pacific (“APAC”) region.


The completion of this transaction is subject to the satisfaction of customary closing conditions and is expected to happen during the third quarter of 2022.



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:  August 17, 2022                                                       


CI&T Inc


By: /s/ Stanley Rodrigues


Name: Stanley Rodrigues


Title: Chief Financial Officer


(2Q22 Earnings Release, Unaudited condensed consolidated interim financial information for the three and six-month periods ended June 30, 2022 and 2021)