UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 6-K


 

Report Of Foreign Private Issuer 

Pursuant To Rule 13a-16 Or 15d-16 Of

The Securities Exchange Act Of 1934

 

For the month of March 2024

 

Commission File Number: 001-41035

 

CI&T Inc

(Exact Name of Registrant as Specified in its Charter)

 

N/A

(Translation of registrant’s name into English)

 

Estrada Guiseppina Vianelli De Napoli, 1455 – C,
Globaltech 13.100-000 - Brazil

Campinas-State of São Paulo

13086-902 - Brazil

+55 19 21024500

(Address of principal executive office))

 

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

 

Form 20-F ____X____                                                                    Form 40-F ________

 

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

 

Yes ________                                                                                   No ____X____

 

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

 

Yes ________                                                                                   No ____X____

 


CI&T Inc

TABLE OF CONTENTS


ITEM


1. CI&T files 2023 Annual Report on Form 20-F
2. Restated financial information for the quarters of 2023

1

 

CI&T files 2023 Annual Report on Form 20-F


New York, March 28, 2024 - CI&T Inc (NYSE: CINT),  a global digital specialist, announces today that it has filed its annual report on Form 20-F for the fiscal year ended December 31, 2023 with the U.S. Securities and Exchange Commission (SEC). The report is available on the SEC's website, at http://www.sec.gov, and on CI&T's website, at https://investors.ciandt.com/ (under Financials > SEC Filings).

Click here to access the 2023 Annual Report on Form 20-F.

Shareholders may receive a hard copy of CI&T's complete audited financial statements free of charge upon request to CI&T's Investor Relations office at investors@ciandt.com.

About CI&T

CI&T (NYSE:CINT) is a global hyper digital specialist, a partner in AI-powered digital transformation and efficiency for 100+ large enterprises and fast growth clients. As digital natives, CI&T brings a 29-year track record of accelerating business impact through complete and scalable digital solutions. With a global presence in nine countries with a nearshore delivery model, CI&T provides strategy, data science, design, and engineering, unlocking top-line growth, improving customer experience and driving operational efficiency. Recognized by Forrester as a Leader in Modern Application Development Services, CI&T is the Employer of Choice for more than 6,000+ professionals.

 

Investor Relations Contact:

Eduardo Galvão

investors@ciandt.com

 

Media Relations Contact:

Zella Panossian

ciandt@illumepr.com

 

2

Restated financial information for the quarters of 2023


New York - March 28, 2024 - CI&T (NYSE: CINT, “Company”), in continuation of the announcement from March 7, 2024, communicates that it filed today with the U.S. Securities and Exchange Commission its annual report on Form 20-F, containing its audited consolidated financial statements as of and for the year ended on December 31, 2023, and comparative restated financial statements as of and for the year ended December 31, 2022, and hereby presents a summary of its restated financial information of and for the periods ended March 31, 2023 (1Q23), June 30, 2023 (2Q23), and September 30, 2023 (3Q23) (collectively, the “Quarters of 2023”).


As previously disclosed, the restated financial information presented corrects the following errors:


(i) the lack of the accounting of the deferred income accounting for tax-deductible goodwill, as required under the International Financial Reporting Standard (IFRS);
(ii)  the amortization of the identifiable intangible assets recognized as part of the Dextra business combination, which was considered nondeductible in the income tax calculation, and it was not consistent with the Brazilian income tax regulations; and
(iii)  the misclassification of the effects of foreign exchange variation related to loans and borrowings denominated in foreign currency (USD) and designated as hedge instruments. Such classification was previously recognized as a separate line in the statement of financial  position, and now it is classified within loans and borrowings, which originated the foreign exchange variation.

      

The corrective adjustments required in accordance with IFRS are non-cash in nature and will not increase the amount of income tax to be paid in the future.  The corrective adjustments do not impact “net revenue,” “operating profit before financial income and tax,” or any other line of statement of profit and loss that is above “profit before income tax" for the Quarters of 2023.

 

Each of the affected financial information line items has been corrected for the Quarters of 2023 and are identified in the tables below. 



3

 

1Q23 - The following tables summarize the impacts on the Company's unaudited condensed consolidated interim financial information as of and for the period ended March 31, 2023:

 

 

March 31, 2023


Condensed consolidated statements of financial position

As previously reported


Reclassification (iii)



Adjustments (i)/ (ii)



As restated


 

 



 



 



 


Current assets

 



 



 



 


Non-derivatives - hedge accounting

30,698



(30,698

)

-



-


Recoverable taxes

15,051



-



11,682



26,733


Total current assets

1,111,449



(30,698

)

11,682



1,092,433


 

 



 



 



 


Deferred tax assets

37,848



-



(21,265

)

16,583


Total non-current assets (a)

1,912,054



-



(21,265

)

1,890,789


 

 



 



 



 


Total assets

3,023,503



(30,698

)

(9,583

)

2,983,222


 

 



 



 



 


Current liabilities

 



 



 



 


Loans and borrowings

233,583



1,645



-



235,228


Non-derivatives - hedge accounting

40,052



(40,052

)

-



-


Total current liabilities (a)

736,973



(38,407

)

-



698,566


 

 



 



 



 


Non-current liabilities

 



 



 



 


Loans and borrowings

714,741



7,709



-



722,450


Deferred tax liabilities

-



-



29,371



29,371


Total non-current liabilities

899,461



7,709



29,371



936,541


 

 



 



 



 


Total liabilities

1,636,434



(30,698

)

29,371



1,635,107


 

 



 



 



 


Total equity

1,387,069



-



(38,954

)

1,348,115


Total equity and liabilities

3,023,503



(30,698

)

(9,583

)

2,983,222


 

(a)
In May 2023, the Company concluded the measurement of the fair value of assets acquired and liabilities assumed from the Ntersol acquisition and registered the amount of R$ 5,096 thousand in goodwill and accounts payable for business acquired,  retrospectively, in accordance with IFRS 3.

 

 

March 31, 2023


Condensed consolidated statements of profit or loss

As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 


Profit before income tax

64,105



-



64,105


Current income tax

(14,780

)

1,379



(13,401

)

Deferred income tax

3,057



(10,127

)

(7,070

)

Total income tax expense

(11,723

)

(8,748

)

(20,471

)

Net profit for the period

52,382



(8,748

)

43,634


Earnings per share – basic (in R$)

0.39



(0.29)



0.10


Earnings per share – diluted (in R$)

0.38



(0.28)



0.10


 


4


 

March 31, 2023


Condensed consolidated statements of other comprehensive income

As previously reported



Adjustments



As restated


 

 



 



 


Total comprehensive income (loss) for the period

43,015



(8,748

)

34,267


 

 

March 31, 2023


Condensed consolidated statements of changes in equity

As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 


Retained earnings (opening balance)

251,873



(30,206

)

221,667


Net profit for the period

52,382



(8,748

)

43,634


Balance as of March 31, 2023

1,387,069



(38,954

)

1,348,115


 

 

March 31, 2023


Condensed consolidated statements of cash flows

As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 


Net profit for the period

52,382



(38,954

)

13,428


Adjustments for:

 



 



 


Income tax

11,723



38,954



50,677


 

 



 



 


Changes in operating assets and liabilities:

(895

)

-



(895

)

Cash generated from operating activities

116,562



-



116,562


 

 

March 31, 2023


Basic and diluted earnings per share

As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 


Numerator

 



 



 


Profit attributable to holders of common shares

52,382



(38,954

)

13,428


Denominator

 



 



 


Weighted average number of basic shares held by shareholders

133,834,456



-



133,834,456


Earnings per share – basic

0.39



(0.29

)

0.10


 

 



 



 


Numerator

 



 



 


Profit attributable to holders of common shares

52,382



(38,954

)

13,428


Denominator

 



 



 


Weighted average number of diluted shares held by shareholders

137,279,821



-



137,279,821


Net earnings per share – diluted

0.38



(0.28

)

0.10


 

5


2Q23 - The following tables summarize the impacts on the Company’s unaudited condensed consolidated interim financial information as of and for the period ended June 30, 2023:

                

 

June 30, 2023


Condensed consolidated statements of financial position

As previously reported



Reclassification (iii)



Adjustments (i)/ (ii)



As restated


 

 



 



 



 


Current assets

 



 



 



 


Non-derivatives - hedge accounting

29,090



(29,090

)

-



-


Recoverable taxes

22,401



-



13,061



35,462


Total current assets

976,262



(29,090

)

13,061



960,233


 

 



 



 



 


Deferred tax assets

28,187



-



(12,770

)

15,417


Total non-current assets

1,841,729



-



(12,770

)

1,828,959


 

 



 



 



 


Total assets

2,817,991



(29,090

)

291



2,789,192


 

 



 



 



 


Current liabilities

 



 



 



 


Loans and borrowings

200,285



366



-



200,651


Non-derivatives - hedge accounting

31,288



(31,288

)

-



-


Total current liabilities

583,770



(30,922

)

-



552,848


 

 



 



 



 


Non-current liabilities

 



 



 



 


Loans and borrowings

663,069



1,832



-



664,901


Deferred tax liabilities

-



-



48,116



48,116


Total non-current liabilities

837,437



1,832



48,116



887,385


 

 



 



 



 


Total liabilities

1,421,207



(29,090

)

48,116



1,440,233


 

 



 



 



 


Total equity

1,396,784



-



(47,825

)

1,348,959


Total equity and liabilities

2,817,991



(29,090

)

291



2,789,192


 

 

6

 

 

Six months ended June 30, 2023



Three months ended June 30, 2023


Condensed consolidated statements of profit or loss

As previously reported



Adjustments (i)/ (ii)



As restated



As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 



 



 



 


Profit before income tax

123,243



-



123,243



59,137



-



59,137


Current income tax

(18,668

)

2,758



(15,910

)

(3,888

)

1,379



(2,509

)

Deferred income tax

(4,353

)

(20,377

)

(24,730

)

(7,410

)

(10,250

)

(17,660

)

Total income tax expense

(23,021

)

(17,619

)

(40,640

)

(11,298

)

(8,871

)

(20,169

)

Net profit for the period

100,222



(17,619

)

82,603



47,839



(8,871

)

38,968


Earnings per share – basic (in R$)

0.75



(0.36

)

0.39



0.36



(0.07

)

0.29


Earnings per share – diluted (in R$)

0.73



(0.35

)

0.38



0.35



(0.06

)

0.28


 

 

Six months ended June 30, 2023



Three months ended June 30, 2023


Condensed consolidated statements of other comprehensive income

As previously reported



Adjustments



As restated



As previously reported



Adjustments



As restated


 

 



 



 



 



 



 


Total comprehensive income (loss) for the period

61,917



(17,619

)

44,298



18,901



(8,871

)

10,030


 

 

June 30, 2023


Condensed consolidated statements of changes in equity

As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 


Retained earnings (opening balance)

251,873



(30,206

)

221,667


Net profit for the period

100,222



(17,619

)

82,603


Balance as of June 30, 2023

1,396,784



(47,825

)

1,348,959


 

 

June 30, 2023


Condensed consolidated statements of cash flows

As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 


Net profit for the period

100,222



(47,825

)

52,397


Adjustments for:

 



 



 


Income tax

23,021



47,825



70,846


 

 



 



 


Changes in operating assets and liabilities:

(105,961

)

-



(105,961

)

Cash generated from operating activities

117,635



-



117,635


 


7


 

 

Six months ended June 30, 2023



Three months ended June 30, 2023


Basic and diluted earnings per share

As previously reported



Adjustments (i)/ (ii)



As restated



As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 



 



 



 


Numerator

 



 



 



 



 



 


Profit attributable to holders of common shares

   100,222



 (47,825

)

  52,397



47,839



(8,871

)

           38,968


Denominator

 



 



 



 



 



 


Weighted average number of basic shares held by shareholders

 133,798,605



-



        133,798,605



           133,762,515



-



          133,762,515


Earnings per share – basic

                 0.75



       (0.36

)

0.39



     0.36



(0.07

)

                             0.29


 

 



 



 



 



 



 


Numerator

 



 



 



 



 



 


Profit attributable to holders of common shares

          100,222



(47,825

)

             52,397



47,839



     (8,871

)

          38,968


Denominator

 



 



 



 



 



 


Weighted average number of diluted shares held by shareholders

  138,089,304



-



           138,089,304



   138,053,214



-



 138,053,214


Net earnings per share – diluted

                 0.73



      (0.35

)

               0.38



    0.35



  (0.06

)

             0.28


 

8



3Q23 - The following tables summarize the impacts on the Company's unaudited condensed consolidated interim financial information as of and for the period ended September 30, 2023:

 

 

September 30, 2023


Condensed consolidated statements of financial position

As previously reported



Reclassification (iii)



Adjustments (i)/ (ii)



As restated


 

 



 



 



 


Current assets

 



 



 



 


Non-derivatives - hedge accounting

26,525



(26,525

)

-



-


Recoverable taxes

19,739



-



14,440



34,179


Total current assets

997,360



(26,525

)

14,440



985,275


 

 



 



 



 


Deferred tax assets

29,633



-



(13,747

)

15,886


Total non-current assets

1,852,257



-



(13,747

)

1,838,510


 

 



 



 



 


Total assets

2,849,617



(26,525

)

693



2,823,785


 

 



 



 



 


Current liabilities

 



 



 



 


Loans and borrowings

224,579



3,745



-



228,324


Non-derivatives - hedge accounting

34,721



(34,721

)

-



-


Total current liabilities

622,267



(30,976

)

-



591,291


 

 



 



 



 


Non-current liabilities

 



 



 



 


Loans and borrowings

620,589



4,451



-



625,040


Deferred tax liabilities

-



-



57,632



57,632


Total non-current liabilities

795,247



4,451



57,632



857,330


 

 



 



 



 


Total liabilities

           1,417,514



                        (26,525

)

                        57,632



                1,448,621


 

 



 



 



 


Total equity

1,432,103



-



(56,939

)

1,375,164


Total equity and liabilities

2,849,617



(26,525

)

693



2,823,785


 

9

 

 

Nine months ended September 30, 2023



Three months ended September 30, 2023


Condensed consolidated statements of profit or loss

As previously reported



Adjustments (i)/ (ii)



As restated



As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 



 



 



 


Profit before income tax

172,569



-



172,569



49,326



-



49,326


Current income tax

(32,953

)

4,137



(28,816

)

(14,285

)

1,379



(12,906

)

Deferred income tax

(3,233

)

(30,870

)

(34,103

)

1,120



(10,493

)

(9,373

)

Total income tax expense

(36,186

)

(26,733

)

(62,919

)

(13,165

)

(9,114

)

(22,279

)

Net profit for the period

136,383



(26,733

)

109,650



36,161



(9,114

)

27,047


Earnings per share – basic (in R$)

1.02



(0.20

)

0.82



0.27



(0.07

)

0.20


Earnings per share – diluted (in R$)

0.99



(0.19

)

0.80



0.26



(0.07

)

0.20


 

 

Nine months ended September 30, 2023



Three months ended September 30, 2023


Condensed consolidated statements of other comprehensive income

As previously reported



Adjustments



As restated



As previously reported



Adjustments



As restated


 

 



 



 



 



 



 


Total comprehensive income (loss) for the period

109,533



(26,733

)

82,800



47,616



(9,114

)

38,502


 

 

September 30, 2023


Condensed consolidated statements of changes in equity

As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 


Share capital and capital reserve

225,473



-



225,473


Share premium

946,173



-



946,173


Treasury share reserve

(37,827

)

-



(37,827

)

Other comprehensive income (loss)

(89,972

)

-



(89,972

)

Retained earnings (opening balance)

251,873



(30,206

)

221,667


Net profit for the period

136,383



(26,733

)

109,650


Balance as of September 30, 2023

1,432,103



(56,939

)

1,375,164


 


10



 

September 30, 2023


Condensed consolidated statements of cash flows

As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 


Net profit for the period

136,383



(56,939

)

79,444


Adjustments for:

 



 



 


Income tax

36,186



56,939



93,125


 

 



 



 


Changes in operating assets and liabilities:

(68,709

)

-



(68,709

)

Cash generated from operating activities

254,505



-



254,505


 

 

Nine months ended September 30, 2023



Three months ended September 30, 2023


Basic and diluted earnings per share

As previously reported



Adjustments (i)/ (ii)



As restated



As previously reported



Adjustments (i)/ (ii)



As restated


 

 



 



 



 



 



 


Numerator

 



 



 



 



 



 


Profit attributable to holders of common shares

136,383



(26,733)



109,650



36,161



(9,114

)

27,047


Denominator

 



 



 



 



 



 


Weighted average number of basic shares held by shareholders

133,515,441



-



133,515,441



132,943,114



-



132,943,114


Earnings per share – basic

1.02



(0.20

)

0.82



0.27



(0.07

)

0.20


 

 



 



 



 



 



 


Numerator

 



 



 



 



 



 


Profit attributable to holders of common shares

136,383



(26,733

)

109,650



36,161



(9,114

)

27,047


Denominator

 



 



 



 



 



 


Weighted average number of diluted shares held by shareholders

137,756,383



-



137,756,383



137,184,056



-



137,184,056


Net earnings per share – diluted

0.99



(0.19

)

0.80



0.26



(0.07

)

0.20


 

11

SIGNATURES

 

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

Date:  March 28, 2024


CI&T Inc

By: /s/ Stanley Rodrigues


Name: Stanley Rodrigues


Title: Chief Financial Officer