UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2018
Commission File Number 001-36535
GLOBANT S.A.
(Exact name of registrant as specified in its charter)
GLOBANT S.A.
(Translation of registrant's name into English)
37A Avenue J.F. Kennedy
L-1855, Luxembourg
Tel: + 352 20 30 15 96
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
GLOBANT S.A.
FORM 6-K
Globant S.A. is furnishing under the cover of Form 6-K the following:
Exhibit 99.1 | Condensed interim consolidated financial statements as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 (the “Interim Period”). |
Exhibit 99.2 | Operating and financial review and prospects for the Interim Period. |
Exhibit 99.3 | Investor presentation slides. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GLOBANT S.A. | ||
By: | /s/ ALEJANDRO SCANNAPIECO | |
Name: Alejandro Scannapieco | ||
Title: Chief Financial Officer |
Date: June 20, 2018
Exhibit 99.1
Globant S.A. | |
Condensed interim consolidated financial
statements as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 |
1 |
GLOBANT S.A.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (UNAUDITED)
(in thousands of U.S. dollars, except per share amounts)
Three Months Ended | ||||||||||
Notes | March 31, 2018 | March 31, 2017 | ||||||||
Revenues (1) | 4.4 | 119,712 | 88,742 | |||||||
Cost of revenues (2) (4) | 7.1 | (74,543 | ) | (55,494 | ) | |||||
Gross profit | 45,169 | 33,248 | ||||||||
Selling, general and administrative expenses (3) (4) | 7.2 | (31,199 | ) | (24,255 | ) | |||||
Net impairment (losses) gain on financial assets | (11 | ) | 360 | |||||||
Profit from operations | 13,959 | 9,353 | ||||||||
Finance income | 8 | 2,353 | 2,085 | |||||||
Finance expense | 8 | (3,244 | ) | (2,135 | ) | |||||
Finance expense, net | (891 | ) | (50 | ) | ||||||
Other income, net (5) | 14 | 1,728 | ||||||||
Profit before income tax | 13,082 | 11,031 | ||||||||
Income tax | 6 | (2,941 | ) | (2,175 | ) | |||||
Net income for the period | 10,141 | 8,856 | ||||||||
Other comprehensive income, net of income tax effects | ||||||||||
Items that may be reclassified subsequently to profit and loss: | ||||||||||
- Exchange differences on translating foreign operations | 171 | 160 | ||||||||
- Net change in fair value on financial assets measured at FVOCI | (6 | ) | 7 | |||||||
Total comprehensive income for the period | 10,306 | 9,023 | ||||||||
Net income attributable to: | ||||||||||
Owners of the Company | 10,170 | 8,867 | ||||||||
Non-controlling interest | (29 | ) | (11 | ) | ||||||
Net income for the period | 10,141 | 8,856 | ||||||||
Total comprehensive income for the period attributable to: | ||||||||||
Owners of the Company | 10,335 | 9,034 | ||||||||
Non-controlling interest | (29 | ) | (11 | ) | ||||||
Total comprehensive income for the period | 10,306 | 9,023 | ||||||||
Earnings per share (6) | ||||||||||
Basic | 0.29 | 0.26 | ||||||||
Diluted | 0.28 | 0.25 | ||||||||
Weighted average of outstanding shares (in thousands) | ||||||||||
Basic | 35,429 | 34,682 | ||||||||
Diluted | 36,549 | 35,583 |
(1) | Includes transactions with related parties for 691 and 1,800 for the three months ended March 31, 2018 and 2017, respectively. |
(2) | Includes depreciation and amortization expense of 993 and 1,102 for the three months ended March 31, 2018 and 2017. |
(3) | Includes depreciation and amortization expense of 3,512 and 2,596 for the three months ended March 31, 2018 and 2017. |
(4) | Includes share-based compensation expense of 661 and 278 as cost of revenues and 2,208 and 599 as selling, general and administrative expenses for the three months ended March 31, 2018 and 2017, respectively. |
(5) | Includes as of March 31, 2017 the gain of 1,727 related to the remeasurement at fair value of the call and put option over non-controlling interest explained in note 5.3.3. |
(6) | As of March 31, 2018 and 2017, 25 and 718, respectively, potential ordinary shares are anti-diluted and therefore excluded from the weight average number of ordinary shares for the purpose of diluted earning per share. |
The accompanying notes 1 to 19 are an integral part of these condensed interim consolidated financial statements
2 |
GLOBANT S.A.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 2018 AND DECEMBER 31, 2017 (UNAUDITED)
(in thousands of U.S. dollars)
Notes | March 31, 2018 | December 31, 2017 | ||||||||
ASSETS | ||||||||||
Current assets | ||||||||||
Cash and bank balances | 4.4 | 35,589 | 52,525 | |||||||
Investments | 4.2 | 9,450 | 8,147 | |||||||
Trade receivables (1) | 4.4 | 91,324 | 80,078 | |||||||
Other receivables | 4.4 | 19,130 | 14,357 | |||||||
Other financial assets | 800 | 873 | ||||||||
Total current assets | 156,293 | 155,980 | ||||||||
Non-current assets | ||||||||||
Other receivables | 32,663 | 31,736 | ||||||||
Deferred tax assets | 15,247 | 13,186 | ||||||||
Investment in associates | 1,550 | 1,550 | ||||||||
Other financial assets (2) | 555 | 555 | ||||||||
Property and equipment | 9 | 43,764 | 43,879 | |||||||
Intangible assets | 10 | 11,863 | 11,365 | |||||||
Goodwill | 98,743 | 98,926 | ||||||||
Total non-current assets | 204,385 | 201,197 | ||||||||
TOTAL ASSETS | 360,678 | 357,177 | ||||||||
LIABILITIES | ||||||||||
Current liabilities | ||||||||||
Trade payables | 7,069 | 11,640 | ||||||||
Payroll and social security taxes payable | 36,999 | 40,472 | ||||||||
Borrowings | 12 | 6,007 | 6,011 | |||||||
Other financial liabilities | 18 | 10,864 | 10,664 | |||||||
Tax liabilities | 7,068 | 5,253 | ||||||||
Other liabilities | 139 | 20 | ||||||||
Total current liabilities | 68,146 | 74,060 | ||||||||
Non-current liabilities | ||||||||||
Other financial liabilities | 18 | 9,688 | 18,574 | |||||||
Provisions for contingencies | 14 | 1,358 | 1,179 | |||||||
Total non-current liabilities | 11,046 | 19,753 | ||||||||
TOTAL LIABILITIES | 79,192 | 93,813 | ||||||||
Capital and reserves | ||||||||||
Issued capital | 42,850 | 42,271 | ||||||||
Additional paid-in capital | 93,965 | 86,728 | ||||||||
Other reserves | (1,088 | ) | (1,253 | ) | ||||||
Retained earnings | 145,828 | 135,658 | ||||||||
Total equity attributable to owners of the Company | 281,555 | 263,404 | ||||||||
Non-controlling interests | (69 | ) | (40 | ) | ||||||
Total equity | 281,486 | 263,364 | ||||||||
TOTAL EQUITY AND LIABILITIES | 360,678 | 357,177 |
(1) | Includes balances due from related parties of 457 and 463 as of March 31, 2018 and December 31, 2017, respectively (note 17). |
(2) | Includes the fair value of convertible notes of 100 (note 17.1) and the fair value of the call option on minority interest of 455 as of March 31, 2018 and December 31, 2017 (note 5.3.3.) |
The accompanying notes 1 to 19 are an integral part of these condensed interim consolidated financial statements
3 |
GLOBANT S.A.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 (UNAUDITED)
(in thousands of U.S. dollars except number of shares issued)
Number
of
Shares Issued (1) |
Issued
capital |
Additional
paid-in capital |
Retained
earnings |
Foreign
currency translation reserve |
Investment
revaluation reserve |
Attributable
to owners of the Parent |
Non-
controlling interests |
Total | ||||||||||||||||||||||||||||
Balance at January 1, 2017 | 34,647,643 | 41,576 | 62,790 | 105,119 | (961 | ) | — | 208,524 | 36 | 208,560 | ||||||||||||||||||||||||||
Issuance of shares under share-based compensation plan (note 11.1) | 44,732 | 54 | 441 | — | — | — | 495 | — | 495 | |||||||||||||||||||||||||||
Issuance of shares under subscription agreement (note 11.2) | 34,309 | 41 | 1,119 | — | — | — | 1,160 | — | 1,160 | |||||||||||||||||||||||||||
Share-based compensation plan | — | — | 1,587 | — | — | — | 1,587 | — | 1,587 | |||||||||||||||||||||||||||
Other comprehensive income for the period, net of tax | — | — | — | — | 160 | 7 | 167 | — | 167 | |||||||||||||||||||||||||||
Net income for the period | — | — | — | 8,867 | — | — | 8,867 | (11 | ) | 8,856 | ||||||||||||||||||||||||||
Balance at March 31, 2017 | 34,726,684 | 41,671 | 65,937 | 113,986 | (801 | ) | 7 | 220,800 | 25 | 220,825 |
Number
of
Shares Issued (1) |
Issued
capital |
Additional
paid-in capital |
Retained
earnings |
Foreign
currency translation reserve |
Investment
revaluation reserve |
Attributable
to owners of the Parent |
Non-
controlling interests |
Total | ||||||||||||||||||||||||||||
Balance at January 1, 2018 | 35,226,764 | 42,271 | 86,728 | 135,658 | (1,226 | ) | (27 | ) | 263,404 | (40 | ) | 263,364 | ||||||||||||||||||||||||
Issuance of shares under share-based compensation plan (note 11.1) | 462,629 | 555 | 3,349 | — | — | — | 3,904 | — | 3,904 | |||||||||||||||||||||||||||
Issuance of shares under subscription agreement (note 11.2) | 19,870 | 24 | 851 | — | — | — | 875 | — | 875 | |||||||||||||||||||||||||||
Share-based compensation plan | — | — | 3,037 | — | — | — | 3,037 | — | 3,037 | |||||||||||||||||||||||||||
Other comprehensive income for the period, net of tax | — | — | — | — | 171 | (6 | ) | 165 | — | 165 | ||||||||||||||||||||||||||
Net income for the period | — | — | — | 10,170 | — | — | 10,170 | (29 | ) | 10,141 | ||||||||||||||||||||||||||
Balance at March 31, 2018 | 35,709,263 | 42,850 | 93,965 | 145,828 | (1,055 | ) | (33 | ) | 281,555 | (69 | ) | 281,486 |
(1) | All shares are issued, authorized and fully paid. |
The accompanying notes 1 to 19 are an integral part of these condensed interim consolidated financial statements .
4 |
GLOBANT S.A.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands of U.S. dollars)
Three Months Ended | ||||||||
March 31, 2018 | March 31, 2017 | |||||||
Cash flows from operating activities | ||||||||
Net income for the period | 10,141 | 8,856 | ||||||
Adjustments to reconcile net income for the period to net cash flows from operating activities: | ||||||||
Share-based compensation expense | 1,769 | 877 | ||||||
Current income tax | 4,927 | 2,411 | ||||||
Deferred income tax | (1,986 | ) | (236 | ) | ||||
Depreciation of property and equipment | 2,512 | 2,115 | ||||||
Amortization of intangible assets | 1,993 | 1,583 | ||||||
Allowance for doubtful accounts | 11 | (360 | ) | |||||
Allowance for claims and lawsuits | 179 | 99 | ||||||
Gain on remeasurement of valuation of call and put option over non-controlling interest (note 5.3.3) | — | (1,727 | ) | |||||
Accrued interest | 158 | 150 | ||||||
Net gain arising on financial assets measured at FVPL | (276 | ) | (90 | ) | ||||
Net gain arising on financial assets measured at FVOCI | (35 | ) | (1 | ) | ||||
Exchange differences | 855 | (168 | ) | |||||
Changes in working capital: | ||||||||
Net increase in trade receivables | (12,926 | ) | (12,604 | ) | ||||
Net increase in other receivables | (6,669 | ) | (4,374 | ) | ||||
Net decrease in trade payables | (1,424 | ) | (294 | ) | ||||
Net (decrease) increase in payroll and social security taxes payable | (3,412 | ) | 701 | |||||
Net increase (decrease) in tax liabilities | 218 | (420 | ) | |||||
Utilization of provision for contingencies | — | (1,000 | ) | |||||
Cash used in operating activities | (3,965 | ) | (4,482 | ) | ||||
Income tax paid | (1,040 | ) | (2,320 | ) | ||||
Net cash used in operating activities | (5,005 | ) | (6,802 | ) | ||||
Cash flows from investing activities | ||||||||
Acquisition of property and equipment (1) | (4,425 | ) | (4,941 | ) | ||||
Proceeds from disposals of property and equipment and intangible assets | 127 | — | ||||||
Acquisition of intangible assets (2) | (2,537 | ) | (1,285 | ) | ||||
Proceeds (payments) related to forward and future contracts | 297 | (230 | ) | |||||
Acquisition of investments measured at FVTPL | (34,233 | ) | (41,976 | ) | ||||
Proceeds from investments measured at FVTPL | 34,334 | 44,849 | ||||||
Acquisition of investments measured at FVOCI | (7,298 | ) | (4,899 | ) | ||||
Proceeds from investments measured at FVOCI | 6,108 | 250 | ||||||
Acquisition of business, net of cash (3) | — | (5,769 | ) | |||||
Seller financing | (9,043 | ) | (1,971 | ) | ||||
Net cash used in investing activities | (16,670 | ) | (15,972 | ) |
5 |
GLOBANT S.A.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands of U.S. dollars)
Three Months Ended | ||||||||
March 31, 2018 | March 31, 2017 | |||||||
Cash flows from financing activities | ||||||||
Proceeds from the issuance of shares under the share-based compensation plan | 3,758 | 495 | ||||||
Proceeds from subscription agreement | 875 | 1,160 | ||||||
Repayment of borrowings | (4 | ) | (62 | ) | ||||
Cash provided by financing activities | 4,629 | 1,593 | ||||||
Interest paid | (43 | ) | (6 | ) | ||||
Net cash provided by financing activities | 4,586 | 1,587 | ||||||
Effect of exchange rate changes on cash and cash equivalents | 153 | 94 | ||||||
Decrease in cash and cash equivalents | (16,936 | ) | (21,093 | ) | ||||
Cash and cash equivalents at beginning of the year | 52,525 | 50,532 | ||||||
Cash and cash equivalents at end of the year | 35,589 | 29,439 |
(1) | For the three months ended March 31, 2018 and 2017, included 140 and 45 of acquisition of property and equipment financed with trade payables, respectively. During the three months ended March 31, 2018 and 2017 the Company paid 1,264 and 478 related to property and equipment acquired in 2017 and 2016, respectively. Finally, for the three months ended March 31, 2018 and 2017 included 778 and 714 of advances paid. |
(2) | For the three months ended March 31, 2018 and 2017 included 22 and 73 of acquisition of intangible assets financed with trade payables. During the three months ended March 31, 2018 and 2017, the Company paid 344 and 7 related to intangible assets acquired in 2017 and 2016, respectively. |
(3) |
Three Months Ended | ||||||||
March 31, 2018 | March 31, 2017 | |||||||
Supplemental information | ||||||||
Cash paid | — | 5,800 | ||||||
Less: cash and cash equivalents acquired | — | (31 | ) | |||||
Total consideration paid net of cash and cash equivalents acquired | — | 5,769 |
The accompanying notes 1 to 19 are an integral part of these condensed interim consolidated financial statements
6 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
NOTE 1 – COMPANY OVERVIEW
Globant S.A. is a company organized in the Grand Duchy of Luxembourg, primarily engaged in building digital journeys that matter to millions of users through its subsidiaries (hereinafter the “Company” or “Globant Lux” or “Globant Group”). The Company specializes in providing innovative software solutions services by leveraging emerging technologies and trends.
The Company’s principal operating subsidiaries and countries of incorporation as of March 31, 2018 were the following: Sistemas UK Limited and We are London Limited in the United Kingdom; Globant LLC in the United States of America (the “U.S.”); Sistemas Globales S.A., IAFH Global S.A. and Dynaflows S.A. in Argentina; Sistemas Colombia S.A.S. in Colombia; Global Systems Outsourcing S.R.L. de C.V. in Mexico; Sistemas Globales Uruguay S.A. and Difier S.A. in Uruguay; Globant Brasil Consultoria Ltda. in Brazil; Sistemas Globales Chile Asesorías Limitada in Chile; Globant Peru S.A.C. in Peru; Globant India Private Limited in India; PointSource Ltd. in Belarus and Software Product Creation S.L. in Spain.
The Globant Group provides services from development and delivery centers located in United States (San Francisco, New York, Seattle, Raleigh, Chicago and Dallas), Argentina (Buenos Aires, Tandil, Rosario, Tucumán, Córdoba, Resistencia, Bahía Blanca, Mendoza, Mar del Plata and La Plata), Uruguay (Montevideo), Colombia (Bogotá and Medellín), Brazil (São Paulo), Peru (Lima), Chile (Santiago), México (México City), India (Pune and Bangalore), Spain (Madrid) and United Kingdom (London) and it also has client management centers in United States (San Francisco, New York, Boston and Miami), Brazil (São Paulo), Colombia (Bogotá), Uruguay (Montevideo), Argentina (Buenos Aires) and the United Kingdom (London). The Company also has centers of software engineering talent and educational excellence, primarily across Latin America.
Substantially all revenues are generated in the U.S. and United Kingdom through subsidiaries located in those countries. The Company´s workforce is mainly located in Latin America and to a lesser extent in India and U.S.
The Company's registered office address is 37A, avenue J.F. Kennedy, L-1855, Luxembourg.
NOTE 2 - BASIS OF PREPARATION
The accompanying condensed interim consolidated statement of financial position as of March 31, 2018, the condensed interim consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the three months ended March 31, 2018 and 2017 and the explanatory notes to the condensed interim consolidated financial statements are unaudited and are prepared for interim financial information. These condensed interim consolidated financial statements are prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting.
Consequently, all of the disclosures required in accordance with International Financial Reporting Standards (IFRS) for annual financial statements are not included herein, hence, these unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements in the year ended December 31, 2017 included in our 2017 Form 20-F filed within the Securities and Exchange Commission. In the opinion of management, these unaudited condensed interim consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair representation of financial results for the interim periods presented.
The financial information as of December 31, 2017 presented in these unaudited condensed interim consolidated financial statements is derived from our audited consolidated financial statements for the year ended December 31, 2017.
The results of operations for three months ended March 31, 2018 are not necessarily indicative of the results for the full years. The Company believes that the disclosures are adequate to make the information presented not misleading.
These condensed interim consolidated financial statements were approved for issue by the Board of Directors on May 9, 2018, which is the date that the condensed interim financial statements were available for issuance.
7 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
NOTE 3 - BASIS OF CONSOLIDATION
These condensed interim consolidated financial statements include the unaudited condensed interim consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries. The basis of consolidation and subsidiaries included are the same as for the Company’s audited consolidated financial statements for the year ended December 31, 2017.
NOTE 4 – ACCOUNTING POLICIES
These unaudited condensed interim consolidated financial statements have been prepared using the same accounting policies as used in the preparation of our audited consolidated financial statements for the year ended December 31, 2017, except for the adoption of new standards and interpretations effective as of January 1, 2018, as described below.
4.1 – Application of new and revised International Financial Reporting Standards
· | Adoption of new and revised standards |
The Company has adopted all of the new and revised standards and interpretations issued by the IASB that are relevant to its operations and that are mandatorily effective at March 31, 2018 as described in note 2.1 to the Company's consolidated financial statements as of December 31, 2017. The impact of the new and revised standards and interpretations mentioned on these condensed interim consolidated financial statements is described as follows.
The Company has initially adopted IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers from January 1, 2018.
IFRS 9 Financial Instruments
IFRS 9 sets out requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This standard replaces IAS 39 Financial instruments: Recognition and Measurement . IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial liabilities. However, it eliminates the previous IAS 39 categories for financial assets of held to maturity, loans and receivables and available for sale. The adoption of IFRS 9 has not had a significant effect on the Company's accounting policies related to financial liabilities. The impact of IFRS 9 on the classification and measurement of financial assets is set out below.
Under IFRS 9, on initial recognition, a financial assets is classified as measured at: amortised cost; Fair Value through Other Comprehensive Income (FVOCI); or Fair Value through Profit or Loss (FVTPL). The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
A financial asset is measured at amortised cost if both of the following conditions are met and is not designated as at FVTPL:
1) | it is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and |
8 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
2) | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
A financial asset is measured at FVOCI if both of the following conditions are met and is not designated as at FVTPL:
1) | it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
2) | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
All financial assets not classified as measured at amortised cost or FVOCI as described above, are measured at FVTPL.
The following table explains the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of the Company's financial asset as at January 1, 2018.
Original classification
under IAS 39 |
New classification
under IFRS 9 |
||
Cash and cash equivalents | Loans and receivables | Amortised cost | |
Trade receivables | Loans and receivables | Amortised cost | |
Other receivables | Loans and receivables | Amortised cost | |
Investments | |||
Mutual funds | Held for trading | FVTPL | |
LEBACs (1) | Available for sale | FVOCI | |
Other financial assets | |||
Foreign exchange forwards and future contracts | Held for trading | FVTPL | |
Financial assets related to business combinations | FVTPL | FVTPL | |
Convertible notes | Loans and receivables | Amortised cost | |
Call option on minority interest | FVTPL | FVTPL |
(1) | As described in note 27.8 to the Company's consolidated financial statements as of December 31, 2017, LEBACs were initially classified as held-to-maturity investments (HTM). Under IAS 39, HTM were measured at amortised cost using the effective interest method, less any impairment. However, during December, 2015, the Company sold some of those LEBACs and consequently, changed the classification of the remaining LEBACs to Available-for-sale investments, since it was not permitted to classify investments as held-to-maturity in accordance with IAS 39. Changes in the carrying amount of AFS financial assets relating to changes in foreign currency rates, interest income calculated using the effective interest method were recognised in profit or loss. Other changes in the carrying amount of AFS financial assets were recognized in other comprehensive income. Consequently, under IFRS 9 LEBACs continue to be measured on the same basis than it was under IAS 39. |
9 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
All financial assets and financial liabilities continue to be measured on the same basis as is previously adopted under IAS 39.
Additionally, IFRS 9 replaces the 'incurred loss' model in IAS 39, with an 'expected credit loss' model. The new impairment model applies to financial assets measured at amortised cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. Under IFRS 9, credit losses are recognised earlier than under IAS 39. The Company's financial assets that are subject to IFRS 9's new expected credit loss model are: cash and cash equivalents, trade receivables, other receivables, convertible notes and other financial assets related to business combinations. However, the change in the impairment methodology under IFRS 9 did not have any impact on the Company's consolidated financial statements. Impairment losses related to trade and other receivables are presented separately in the statement of profit or loss. As a result, the Company reclassified an impairment gain that amounted to 360, recognised under IAS 39, from Selling, general and administrative expenses, to Net impairment (losses) gain on financial assets in the statement of profit or loss and other comprehensive income as of March 31, 2017.
IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaced IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. The Company has adopted IFRS 15 using the cumulative effect method (without practical expedients) with the effect of initially applying this standard recognised at the date of initial application, however, as per the management of the Company's assessment, no effect had to be recognised at January 1, 2018. The details of the new significant accounting policies and the nature of the changes to previous accounting policies in relation to the Company's services are set out below.
Under IFRS 15, an entity recognises revenue when or as performance obligation is satisfied, i.e. when control of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15.
The Company’s services are mainly performed under both time-and-material and fixed-price contracts. For revenues generated under time-and-material contracts, revenues are recognised as services are performed with the corresponding cost of providing those services reflected as cost of revenues when incurred. The majority of such revenues are billed on an hourly, daily or monthly basis whereby actual time is charged directly to the client. The Company's performance obligations are the hours performed. The Company has assessed that these performance obligations are satisfied over time and that the method currently used to measure the progress towards complete satisfaction of these performance obligations continue to be appropriate under IFRS 15.
The Company recognises revenues from fixed-price contracts is recognized in the accounting periods in which services are rendered. The Company has assessed that these performance obligations are satisfied over time, applying the input method by recognizing revenue on the basis of the Company’s efforts to the satisfaction of the performance obligation relative to the total expected inputs to the satisfaction of the performance obligation. Accordingly, the method used to measure the progress towards complete satisfaction of these performance obligations continue to be appropriate under IFRS 15.
10 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
· | New accounting pronouncements |
The new accounting pronouncements issued during the three months ended March 31, 2018 and the new and revised IFRSs that have been issued but are not yet mandatorily effective are described in note 2.1 to the consolidated financial statements as of December 31, 2017.
11 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
4.2 Investments
March 31, 2018 | December 31, 2017 | |||||||
Mutual funds (1) | 7,740 | 7,620 | ||||||
LEBACs (2) | — | 527 | ||||||
LETEs (2) | 214 | — | ||||||
T-Bills (2) | 1,496 | — | ||||||
TOTAL | 9,450 | 8,147 |
(1) | Measured at fair value through profit or loss. |
(2) | Measured at fair value through other comprehensive income. |
4.3 Derivative financial instruments
The Company enters into foreign exchange future and forward contracts. Further details are disclosed in note 5.3.1. Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss.
4.4 Main variations
· | Revenues |
The following tables present the Company’s revenues disaggregated by type of contracts, by revenue source regarding the industry vertical of the client and by currency. The Company provides technology services to enterprises in a range of industry verticals including media and entertainment, travel and hospitality, professional services, technology and telecommunications, banks, financial services and insurance and consumer, retail and manufacturing, among others. The Company understands that disaggregating revenues into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenues may be affected by economic factors. However, this information is not considered by the chief operating decision-maker to allocate resources and in assessing financial performance of the Company. As noted in the business segment reporting information in Note 15, the Company operates in a single operating and reportable segment.
By Type of contract | March 31, 2018 | March 31, 2017 | ||||||
Time and material contracts | 101.825 | 82.772 | ||||||
Fixed-price contracts | 17.887 | 5.970 | ||||||
TOTAL (1) | 119.712 | 88.742 |
By Industry Vertical | March 31, 2018 | March 31, 2017 | ||||||
Media and Entertainment | 29,275 | 22,052 | ||||||
Travel & Hospitality | 20,816 | 16,338 | ||||||
Banks, Financial Services and Insurance | 26,003 | 17,493 | ||||||
Technology & Telecommunications | 16,963 | 12,136 | ||||||
Professional Services | 12,267 | 9,244 | ||||||
Consumer, Retail & Manufacturing | 10,668 | 8,752 | ||||||
Other Verticals | 3,720 | 2,727 | ||||||
TOTAL (1) | 119,712 | 88,742 |
By Currency | March 31, 2018 | March 31, 2017 | ||||||
USD | 102,331 | 78,606 | ||||||
EUR | 6,044 | 5,220 | ||||||
ARS | 5,296 | 2,063 | ||||||
GBP | 1,677 | 1,360 | ||||||
Others | 4,364 | 1,493 | ||||||
TOTAL (1) | 119,712 | 88,742 |
12 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
· | Cash and bank balances |
March 31, 2018 | December 31, 2017 | |||||||
Cash and bank balances (2) | 35,295 | 51,632 | ||||||
Time deposits | 294 | 769 | ||||||
Cash to be deposited | — | 124 | ||||||
TOTAL | 35,589 | 52,525 |
· | Trade receivables |
March 31, 2018 | December 31, 2017 | |||||||
Accounts receivable | 74,801 | 71,846 | ||||||
Unbilled revenue (1) | 17,084 | 8,841 | ||||||
Subtotal | 91,885 | 80,687 | ||||||
Less: Allowance for doubtful accounts | (561 | ) | (609 | ) | ||||
TOTAL | 91,324 | 80,078 |
· | Other receivables current |
March 31, 2018 | December 31, 2017 | |||||||
Tax credit - VAT | 4,181 | 3,984 | ||||||
Tax credit - Software Promotion Regime | 5,739 | 4,813 | ||||||
Income tax credit | 2,327 | 2,869 | ||||||
Other tax credits | 117 | 153 | ||||||
Advances to suppliers | 622 | 155 | ||||||
Prepaid expenses (3) | 5,307 | 1,931 | ||||||
Loans granted to employees | 31 | 186 | ||||||
Other | 806 | 266 | ||||||
TOTAL | 19,130 | 14,357 |
(1) | The increase is mainly due to the expansion of the scope and size of the Company´s engagements, the increase in its key client base primarily through its business development efforts and referrals from its existing clients during the three months ended March 31, 2018. Additionally, there's an increase as a result of the acquisitions of Ratio and PointSource on February 28, 2017 and June 1, 2017, respectively. |
(2) | The decrease is mainly due to the earn-out payments of the acquisitions of Clarice, L4 Mobile LLC, Ratio Cypress LLC and PointSource LLC during the period ended March 31, 2018. Additionally, the Company paid bonuses to its employees during the period ended March 31, 2018. |
(3) | The increase is due to the payments in advance related to office rentals during the three months ended March 31, 2018. |
13 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
NOTE 5 – CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The Company is exposed to a variety of risks: market risk, including the effects of changes in foreign currency exchange rates, and interest rates and liquidity risk.
These unaudited condensed interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual audited financial statements; they should be read in conjunction with the Company’s annual audited consolidated financial statements as at December 31, 2017. There have been no significant changes in the risk management assessment or in any risk management policies since the year end.
5.1 - Financial instruments that are not measured at fair value
Except as detailed in the following table, the carrying amounts of financial assets and financial liabilities, included in the condensed interim consolidated statement of financial position as of March 31, 2018 and December 31, 2017, approximate to their fair values.
March 31, 2018 | December 31, 2017 | |||||||||||||||
Carrying
amount |
Fair value |
Carrying
amount |
Fair value | |||||||||||||
Financial Assets | ||||||||||||||||
Non-current assets | ||||||||||||||||
Other receivables | ||||||||||||||||
Guarantee deposits | 1,443 | 1,320 | 1,347 | 1,226 | ||||||||||||
Tax credit - VAT | 2,110 | 1,858 | 2,025 | 2,096 | ||||||||||||
Income tax credits | 2,117 | 2,046 | 2,129 | 2,059 | ||||||||||||
Tax credit - Software Promotion Regime | 63 | 61 | 132 | 45 | ||||||||||||
Other tax credits | 154 | 88 | 105 | 56 | ||||||||||||
5,887 | 5,373 | 5,738 | 5,482 |
5.2 - Fair value measurements recognized in the consolidated statement of financial position
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into a three-level fair value hierarchy as mandated by IFRS 13, as follows:
· | Level 1 fair value measurements are those derived from quoted market prices (unadjusted) in active markets for identical assets or liabilities. |
· | Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). |
· | Level 3 fair value measurements are those derived from unobservable inputs for the assets or liabilities. |
14 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
As of March 31, 2018 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Financial assets | ||||||||||||||||
Mutual funds (1) | — | 7,740 | — | 7,740 | ||||||||||||
LETEs (2) | — | 214 | — | 214 | ||||||||||||
T-Bills (2) | — | 1,496 | — | 1,496 | ||||||||||||
Call option on minority interest | — | — | 455 | 455 | ||||||||||||
Convertible notes | — | 100 | — | 100 | ||||||||||||
Financial liabilities | ||||||||||||||||
Contingent consideration | — | — | 15,883 | 15,883 | ||||||||||||
Put option on minority interest | — | — | 2,797 | 2,797 | ||||||||||||
Foreign exchange forward contracts | — | 83 | — | 83 |
As of December 31, 2017 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Financial assets | ||||||||||||||||
Mutual funds (1) | — | 7,620 | — | 7,620 | ||||||||||||
LEBACs (2) | — | 527 | — | 527 | ||||||||||||
Foreign exchange forward contracts | — | 73 | — | 73 | ||||||||||||
Call option on minority interest | — | — | 455 | 455 | ||||||||||||
Convertible notes | — | 100 | — | 100 | ||||||||||||
Financial liabilities | ||||||||||||||||
Contingent consideration | — | — | 23,905 | 23,905 | ||||||||||||
Put option on minority interest | — | — | 2,797 | 2,797 |
(1) | Measured at fair value through profit or loss. |
(2) | Measured at fair value through other comprehensive income. |
There were no transfers of financial assets between Level 1, Level 2 and Level 3 during the period.
The Company has applied the market approach technique in order to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable (i.e., similar) assets, liabilities or a group of assets and liabilities.
5.3 - Level 3
5.3.1 - Foreign exchange futures and forwards contracts
During the three months ended March 31, 2018 and 2017, the Argentinian subsidiaries, Sistemas Globales S.A. and IAFH Global S.A. have acquired foreign exchange futures contracts with SBS Sociedad de Bolsa S.A. (SBS) in U.S. dollars, with the purpose of hedging the possible decrease of assets’ value held in Argentine Pesos due to the risk of exposure to fluctuations in foreign currency. The foreign exchange futures contracts were recognized, according to IFRS 9, as financial assets at fair value through profit or loss. For the three months periods ended March 31, 2018 and 2017 the Company has recognized a gain of 73 and a loss of 112, respectively.
15 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
These futures contracts have daily settlements, in which the futures value changes daily. Sistemas Globales S.A. and IAFH Global S.A. recognize daily variations in SBS primary accounts, and the gains or losses generated by each daily position through profit or loss. Thus, at the closing of each day, according to the future price of the exchange rate U.S. dollar – Argentine peso, the companies perceive a gain or loss for the difference. As future contracts have daily settlements, hence fair value as of March 31, 2018 and December 31, 2017 was zero.
Pursuant to these contracts, Sistemas Globales S.A. and IAFH Global S.A. are required to maintain collaterals in an amount equal to a percentage of the notional amounts purchased until settlement of the contracts.This ensures minimal funding, in case SBS has to transfer funds to “Mercado a Término de Rosario S.A” (ROFEX) if losses are generated by daily settlements. This amount must also remain restricted during the term of the contracts, and invested in mutual funds in order to generate a return. As of March 31, 2018, collaterals regarding the transactions are restricted assets for an amount of 125 in LETEs included as investments. As of December 31, 2017, collaterals regarding the transactions are restricted assets for an amount of 473 in LEBACs included as investments.
During the three months ended March 31, 2018, the subsidiaries Sistemas Globales S.A., IAFH Global S.A. and Sistemas Globales Uruguay S.A., have acquired foreign exchange forward contracts with HSBC and Citibank in U.S. dollars, with the purpose of hedging the possible decrease of assets’ value held in Argentine Pesos and Uruguayan Pesos, due to the risk of exposure to fluctuations in foreign currency. Those contracts were recognized, according to IFRS 9, as financial assets at fair value through profit or loss. During the three months ended March 31, 2017, the subsidiary Globant LLC, has acquired foreign exchange forward contracts with Bridge Bank in rupees currency, with the purpose of hedging the risk of exposure to fluctuations in that currency within the Group. Those contracts were recognized as financial assets at fair value through profit or loss. For the three months periods ended March 31, 2018 and 2017, the Company has recognized a a gain of 70 and loss of 118, respectively.
5.3.2 - Contingent consideration
The acquisition of Clarice, described in note 23 to the consolidated financial statements as of December 31, 2017, included a contingent consideration agreement which is payable on a deferred basis and which will be subject to reduction upon the occurrence of certain events relating, among other things, to the acquired company’s capacity.
As of March 31, 2018 and December 31, 2017, the nominal value of contingent consideration related to Clarice amounted to 3,947 and 6,291, respectively. The potential undiscounted amount of all future payments that the Company could be required to make under this agreement was between 1,316 and 3,947 as of March 31, 2018 and 2,193 and 6,578 as of December 31, 2017. The fair value of the contingent consideration arrangement of 3,792 and 6,098 as of March 31, 2018 and December 31, 2017, respectively, was estimated by discounting to present value using a risk-adjusted discount rate.
16 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
The acquisition of WAE (jointly We are London Limited and We are Experience, Inc.), described in note 23 to the consolidated financial statements as of December 31, 2017, included a contingent consideration agreement which is payable on a deferred basis and which will be subject to reduction upon the occurrence of certain events relating, among other things, to the acquired company’s gross revenue and gross profit.
As of March 31, 2018 and December 31, 2017, the nominal value of contingent consideration related to WAE amounted to 829. The potential undiscounted amount of all future payments that the Company could be required to make under this agreement was 816 as of March 31, 2018 and December 31, 2017. The fair value of the contingent consideration arrangement of 823 and 816 as of March 31, 2018 and December 31, 2017, respectively, was estimated by discounting to present value using a risk-adjusted discount rate.
The acquisition of L4, described in note 23 to the consolidated financial statements as of December 31, 2017, included a contingent consideration agreement which is payable on a deferred basis and which will be subject to the occurrence of certain events relating, among other things, to the acquired company’s gross revenue and gross profit.
As of March 31, 2018 and December 31, 2017, the nominal value of contingent consideration related to L4 amounted to 1,899 and 3,750, respectively. The potential undiscounted amount of all future payments that the Company could be required to make under this agreement was between 1,566 and an unlimited maximum amount as of March 31, 2018 and 4,320 and an unlimited maximum amount as of December 31, 2017. The fair value of the contingent consideration arrangement of 1,816 and 3,648 as of March 31, 2018 and December 31, 2017 was estimated by discounting to present value using a risk-adjusted discount rate.
The acquisition of Ratio Cypress LLC (Ratio), described in note 23 to the consolidated financial statements as of December 31, 2017, included a contingent consideration agreement which is payable on a deferred basis and which will be subject to the occurrence of certain events relating, among other things, to the acquired company´s gross revenue and gross margin.
As of March 31, 2018 and December 31, 2017, the nominal value of contingent consideration related to Ratio amounted to 2,255 and 3,923, respectively. The potential undiscounted amount of all future payments that the Company could be required to make under this agreement was between 1,578 and an unlimited maximum amount as of March 31, 2018 and 2,746 and an unlimited maximum amount as of December 31, 2017. The fair value of the contingent consideration arrangement of 2,166 and 3,882 as of March 31, 2018 and December 31, 2017 was estimated by discounting to present value using a risk-adjusted discount rate.
The acquisition of PointSource LLC (PointSource), described in note 23 to the consolidated financial statements as of December 31, 2017, included a contingent consideration agreement which is payable on a deferred basis and which will be subject to the occurrence of certain events relating, among other things, to the acquired company´s gross revenue and gross margin.
As of March 31, 2018 and December 31, 2017, the nominal value of contingent consideration related to PointSource amounted to 7,421 and 9,626, respectively. The potential undiscounted amount of all future payments that the Company could be required to make under this agreement was between 2,968 and an unlimited maximum amount as of March 31, 2018 and 3,850 and an unlimited maximum amount as of December 31, 2017. The fair value of the contingent consideration arrangement of 7,286 and 9,461 as of March 31, 2018 and December 31, 2017 was estimated by discounting to present value using a risk-adjusted discount rate.
17 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
5.3.3. Put and call option on minority interests
As described in note 23 to the consolidated financial statements as of December 31, 2017, on October 22, 2015, the Company entered into a Shareholders Agreement (the “Minority Interest SHA”) with the “non-controlling shareholders” to agree on a put option over the 33.27% of the remaining interest of Dynaflows.
The expected payment is determined by considering the possible scenarios. The significant unobservable input used is forecasted Revenue Growth Rate of Dynaflows at the time of the delivery of such exercise of the put option.
Changing the significant unobservable input used in the reasonably possible alternative assumptions would have the following effects:
Increase (Decrease) in
unobservable input |
Increase (Decrease) in
put
option |
|||||||
Forecasted Revenue Growth Rate | 5 | % | (316 | ) | ||||
(5 | )% | (506 | ) |
As described in note 23 to the consolidated financial statements as of December 31, 2017, the Company also agreed on a call option over non-controlling interest. The fair value of the call option on minority interest was estimated by using the Black & Scholes method considering the EBITDA and Revenue of the Dynaflows' most recent audited annual financial statements at the time of the delivery of such exercise of the call option to present value using a risk-adjusted discount rate.
The expected payment is determined by considering the possible scenarios. The significant unobservable inputs used are: (i) forecasted EBITDA and Revenue of Dynaflows’s most recent audited annual financial statements at the time of the delivery of such exercise of the call option, and (ii) risk-adjusted discount rate.
Changing one or more of the significant unobservable inputs used in the reasonably possible alternative assumptions would have the following effects:
Increase (Decrease) in
unobservable input |
Increase (Decrease) in
call
option |
|||||||
Risk-adjusted discount rate | 0.25 | % | 3 | |||||
(0.25 | )% | (3 | ) | |||||
Forecasted EBITDA & Revenue | 5 | % | (20 | ) | ||||
(5 | )% | 22 |
18 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
As of March 31, 2017, the Company recorded a gain of 1,727 related to the remeasurement at fair value of the put and call option described above.
Reconciliation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy:
Financial Assets | Financial Liabilities | |||||||||||
Call option on
minority interest |
Contingent
consideration |
Put option on
minority interest |
||||||||||
December 31, 2017 | 455 | 23,905 | 2,797 | |||||||||
Payments | — | (8,118 | ) | — | ||||||||
Interests | — | 96 | — | |||||||||
March 31, 2018 | 455 | 15,883 | 2,797 |
Financial Assets | Financial Liabilities | |||||||||||
Call option on
minority interest |
Contingent
consideration |
Put option on
minority interest |
||||||||||
December 31, 2016 | 319 | 23,314 | 4,388 | |||||||||
Fair value remeasurement | 136 | (6,878 | ) | (1,591 | ) | |||||||
Acquisition of business | — | 13,199 | — | |||||||||
Payments | — | (5,990 | ) | — | ||||||||
Interests | — | 260 | — | |||||||||
December 31, 2017 | 455 | 23,905 | 2,797 |
NOTE 6 – INCOME TAXES
Income tax expense is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The effective tax rate calculated for the three months ended March 31, 2018 and 2017 was 23% and 20%. The higher effective tax rate for the Company during the three months ended March 31, 2018 is explained mainly by the variation of the Argentine Peso during the three months ended March 31, 2018 that caused that the profit before income tax includes a non taxable foreign exchange loss of 3,588. Whereas, the variation of some Latin America countries currencies, during the three months ended March 31, 2017 has caused that the profit before income tax of the related subsidiaries’ in local currency includes a taxable foreign exchange gain of 1,780, driven by accounts receivable expressed in U.S. dollars, decreasing the current income tax for the period.
The adjusted effective tax rate after detracting the effect of the exchange differences would have been 18% for the three months ended March 31, 2018 and 24% for the three months ended March 31, 2017. The lower adjusted effective tax rate is explained by the decrease of the tax rates in United States and Argentina as a result of the tax reforms in those countries, explained in note 3.7 to the consolidated financial statements as of December 31, 2017.
19 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
NOTE 7 – COST OF REVENUES AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
7.1. Cost of revenues
Three Months Ended | ||||||||
March 31, 2018 | March 31, 2017 | |||||||
Salaries, employee benefits and social security taxes (1) | (69,320 | ) | (50,286 | ) | ||||
Share-based compensation expense (2) | (661 | ) | (278 | ) | ||||
Depreciation and amortization expense | (993 | ) | (1,102 | ) | ||||
Travel and housing | (1,518 | ) | (1,874 | ) | ||||
Office expenses | (474 | ) | (269 | ) | ||||
Professional services | (1,321 | ) | (1,458 | ) | ||||
Recruiting, training and other employee expenses | (207 | ) | (154 | ) | ||||
Taxes | (49 | ) | (73 | ) | ||||
TOTAL | (74,543 | ) | (55,494 | ) |
(1) | The increase is mainly due to headcount incorporated as a result of the acquisitions of Ratio and PointSource on February 28, 2017 and June 1, 2017, respectively. |
(2) | The increase is mainly due to the Restricted Stock Units (RSU) expense that began to be granted on April, 2017. |
7.2. Selling, general and administrative expenses
Three Months Ended | ||||||||
March 31, 2018 | March 31, 2017 | |||||||
Salaries, employee benefits and social security taxes (1) | (12,370 | ) | (10,123 | ) | ||||
Share-based compensation expense (2) | (2,208 | ) | (599 | ) | ||||
Rental expenses | (3,793 | ) | (3,204 | ) | ||||
Office expenses | (2,933 | ) | (2,742 | ) | ||||
Professional services | (2,836 | ) | (2,259 | ) | ||||
Travel and housing | (1,160 | ) | (1,125 | ) | ||||
Taxes | (1,477 | ) | (1,395 | ) | ||||
Depreciation and amortization expense (3) | (3,512 | ) | (2,596 | ) | ||||
Promotional and marketing expenses | (910 | ) | (212 | ) | ||||
TOTAL | (31,199 | ) | (24,255 | ) |
(1) | The increase is mainly due to headcount incorporated as a result of the acquisitions of Ratio and PointSource on February 28, 2017 and June 1, 2017, respectively. |
(2) | The increase is mainly due to the Restricted Stock Units (RSU) expense that began to be granted on April 2017. |
(3) | The variation is mainly due to the increase in amortization of intangible assets. |
20 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
NOTE 8 – FINANCE INCOME / EXPENSE
Three Months Ended | ||||||||
March 31, 2018 | March 31, 2017 | |||||||
Finance income | ||||||||
Interest gain | 72 | 69 | ||||||
Gain arising for held-for-trading investments | 276 | 320 | ||||||
Gain arising for available-for-sale investments | 35 | 1 | ||||||
Foreign exchange gain | 1,970 | 1,695 | ||||||
Subtotal | 2,353 | 2,085 | ||||||
Finance expense | ||||||||
Interest expense on borrowings | (43 | ) | (6 | ) | ||||
Loss arising for held-for-trading investments | — | (230 | ) | |||||
Foreign exchange loss | (2,865 | ) | (1,569 | ) | ||||
Other interest | (187 | ) | (213 | ) | ||||
Other | (149 | ) | (117 | ) | ||||
Subtotal | (3,244 | ) | (2,135 | ) | ||||
TOTAL | (891 | ) | (50 | ) |
NOTE 9 – PROPERTY AND EQUIPMENT
Property and equipment as of March 31, 2018 included the following:
Computer
equipment and software |
Furniture
and office supplies |
Office
fixtures |
Vehicles | Buildings | Lands |
Properties
under construction |
Total | |||||||||||||||||||||||||
Useful life (years) | 3 | 5 | 3 | 5 | 50 | |||||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||||||||||
Values at beginning of year | 23,381 | 5,810 | 33,275 | 37 | 6,981 | 2,354 | 11,167 | 83,005 | ||||||||||||||||||||||||
Additions | 1,086 | 153 | 76 | — | — | — | 1,208 | 2,523 | ||||||||||||||||||||||||
Disposals | (18 | ) | (21 | ) | (120 | ) | — | (1 | ) | — | — | (160 | ) | |||||||||||||||||||
Transfers | — | 234 | 3,710 | — | — | — | (3,944 | ) | — | |||||||||||||||||||||||
Translation | (3 | ) | (1 | ) | (4 | ) | — | — | — | — | (8 | ) | ||||||||||||||||||||
Values at end of period | 24,446 | 6,175 | 36,937 | 37 | 6,980 | 2,354 | 8,431 | 85,360 | ||||||||||||||||||||||||
Depreciation | ||||||||||||||||||||||||||||||||
Accumulated at beginning of year | 14,609 | 3,694 | 20,421 | 13 | 389 | — | — | 39,126 | ||||||||||||||||||||||||
Additions | 1,012 | 183 | 1,280 | 2 | 35 | — | — | 2,512 | ||||||||||||||||||||||||
Disposals | (1 | ) | (4 | ) | (28 | ) | — | — | — | — | (33 | ) | ||||||||||||||||||||
Translation | (3 | ) | (1 | ) | (5 | ) | — | — | — | — | (9 | ) | ||||||||||||||||||||
Accumulated at end of period | 15,617 | 3,872 | 21,668 | 15 | 424 | — | — | 41,596 | ||||||||||||||||||||||||
Carrying amount | 8,829 | 2,303 | 15,269 | 22 | 6,556 | 2,354 | 8,431 | 43,764 |
21 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
Property and equipment as of December 31, 2017 included the following:
Computer
equipment and software |
Furniture
and office supplies |
Office
fixtures |
Vehicles | Buildings | Lands |
Properties
under construction |
Total | |||||||||||||||||||||||||
Useful life (years) | 3 | 5 | 3 | 5 | 50 | |||||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||||||||||
Values at beginning of year | 18,097 | 5,117 | 29,723 | 34 | 6,981 | 2,354 | 3,899 | 66,205 | ||||||||||||||||||||||||
Additions related to business combinations | 116 | 55 | 3 | 3 | — | — | 15 | 192 | ||||||||||||||||||||||||
Additions | 5,244 | 324 | 2,275 | — | — | — | 9,687 | 17,530 | ||||||||||||||||||||||||
Transfers | 98 | 477 | 1,431 | — | — | — | (2,006 | ) | — | |||||||||||||||||||||||
Disposals | (166 | ) | (222 | ) | (152 | ) | — | — | — | (428 | ) | (968 | ) | |||||||||||||||||||
Translation | (8 | ) | 59 | (5 | ) | — | — | — | — | 46 | ||||||||||||||||||||||
Values at end of year | 23,381 | 5,810 | 33,275 | 37 | 6,981 | 2,354 | 11,167 | 83,005 | ||||||||||||||||||||||||
Depreciation | ||||||||||||||||||||||||||||||||
Accumulated at beginning of year | 11,219 | 3,136 | 15,921 | 4 | 249 | — | — | 30,529 | ||||||||||||||||||||||||
Additions | 3,529 | 717 | 4,658 | 9 | 140 | — | — | 9,053 | ||||||||||||||||||||||||
Disposals | (133 | ) | (218 | ) | (149 | ) | — | — | — | — | (500 | ) | ||||||||||||||||||||
Translation | (6 | ) | 59 | (9 | ) | — | — | — | — | 44 | ||||||||||||||||||||||
Accumulated at end of year | 14,609 | 3,694 | 20,421 | 13 | 389 | — | — | 39,126 | ||||||||||||||||||||||||
Carrying amount | 8,772 | 2,116 | 12,854 | 24 | 6,592 | 2,354 | 11,167 | 43,879 |
NOTE 10 – INTANGIBLE ASSETS
Intangible assets as of March 31, 2018 included the following:
Licenses and
internal developments |
Customer
relationships |
Non-compete
agreement |
Total | |||||||||||||
Useful life (years) | 5 | 2 - 10 | 3 | |||||||||||||
Cost | ||||||||||||||||
Values at beginning of year | 27,381 | 10,153 | 586 | 38,120 | ||||||||||||
Additions | 2,215 | — | — | 2,215 | ||||||||||||
Translation | — | 571 | — | 571 | ||||||||||||
Values at end of period | 29,596 | 10,724 | 586 | 40,906 | ||||||||||||
Amortization | ||||||||||||||||
Accumulated at beginning of year | 17,325 | 8,844 | 586 | 26,755 | ||||||||||||
Additions | 1,801 | 192 | — | 1,993 | ||||||||||||
Translation | — | 295 | — | 295 | ||||||||||||
Accumulated at end of period | 19,126 | 9,331 | 586 | 29,043 | ||||||||||||
Carrying amount | 10,470 | 1,393 | — | 11,863 |
22 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
Intangible assets as of December 31, 2017 included the following:
Licenses and
internal developments |
Customer
relationships |
Non-compete
agreement |
Total | |||||||||||||
Useful life (years) | 5 | 3 - 10 | 3 | |||||||||||||
Cost | ||||||||||||||||
Values at beginning of year | 18,591 | 9,634 | 586 | 28,811 | ||||||||||||
Additions related to business combinations | 7 | 517 | — | 524 | ||||||||||||
Additions | 8,784 | — | — | 8,784 | ||||||||||||
Translation | (1 | ) | 2 | — | 1 | |||||||||||
Values at end of year | 27,381 | 10,153 | 586 | 38,120 | ||||||||||||
Amortization | ||||||||||||||||
Accumulated at beginning of year | 11,935 | 2,499 | 586 | 15,020 | ||||||||||||
Additions | 5,391 | 1,684 | — | 7,075 | ||||||||||||
Impairment loss recognised in profit or loss | — | 4,708 | — | 4,708 | ||||||||||||
Translation | (1 | ) | (47 | ) | — | (48 | ) | |||||||||
Accumulated at end of year | 17,325 | 8,844 | 586 | 26,755 | ||||||||||||
Carrying amount | 10,056 | 1,309 | — | 11,365 |
NOTE 11 - CAPITAL AND RESERVES
11.1. Issuance of common shares
During the period ended March 31, 2018, 359,448 common shares were issued after vested options arising from the 2012 and 2014 share-based compensation plan were exercised by some employees. Options were exercised at an average price of 10.45 per share amounting to a total of 3,758.
During the period ended March 31, 2018, 112,035 Restricted Stock Units (RSU) were granted to certain employees and directors of the Company and 103,181 RSUs were vested at an average price of 45.42 per share amounting to a total of 4,686. A total amount of 4,540 of such vested RSUs corresponds to a provision for bonus given to employees that was payable in RSUs and was included in the opening balance of additional paid in capital.
During the period ended March 31, 2017, 44,732 common shares were issued after vested options arising from the 2012 and 2014 share-based compensation plan were exercised by some employees. Options were exercised at an average price of 11.06 per share amounting to a total of 495.
As of March 31, 2018, 26,017,285 common shares of the Company's share capital are registered and quoting in the New York Stock Exchange.
23 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
11.2. Subscription agreement
On February 22, 2018, the Company issued 12,265 common shares for a total amount of 541 as part of the subscription agreement stated in the stock purchase agreement signed with Pointsource´s sellers, explained in note 23 to the consolidated financial statement as of December 31, 2017.
On February 16, 2018, the Company issued 7,605 common shares for an amount of 334 as part of the subscription agreement signed with Ratio´s sellers, explained in note 23 to the consolidated financial statement as of December 31, 2017.
On March 1, 2017, the Company issued 34,309 common shares for a total amount of 1,160 as part of the subscription agreement stated in the stock purchase agreement signed with Ratio´s sellers explained in note 23 to the consolidated financial statements as of December 31, 2017.
NOTE 12 - BORROWINGS
As of | ||||||||
March 31, 2018 | December 31, 2017 | |||||||
Current | 6,007 | 6,011 | ||||||
TOTAL | 6,007 | 6,011 |
Movements in borrowings were as follows:
Three Months Ended | ||||||||
March 31, 2018 | March 31, 2017 | |||||||
Balance at the beginning of year | 6,011 | 217 | ||||||
Payment of borrowings | (47 | ) | (68 | ) | ||||
Accrued interest | 43 | 6 | ||||||
Foreign exchange | — | 5 | ||||||
Balance at the end of the period | 6,007 | 160 |
On August 3, 2017, Globant LLC, our U.S. subsidiary, entered into a secured revolving credit facility with HSBC Bank USA, N.A. and Citibank N.A., with HSBC Bank USA, N.A. acting as administrative agent. Under this credit facility, Globant LLC may borrow up to $40.0 million in advances accruing interest at LIBOR plus 1.75%. This credit facility is guaranteed by Globant S.A. and Globant España S.A. and is secured by Globant LLC's now owned and after-acquired assets. This facility matures on August 2, 2022 and includes the following covenants: delivery of certain financial information; reports on any legal actions, complying with tax payments; maintain an asset coverage ratio of no less than 1.10; Globant LLC's capital expenditures limited to 5% the Company's consolidated annual revenue per year; restricted payments not to exceed 10,000 per year; Globant LLC's annual revenue is to remain at no less than 60% of the Company's consolidated annual revenue and Globant LLC's net intercompany payable outstanding with Argentine affiliates is to be no more than five months of billings from Argentina.
24 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
On December 19, 2017, Globant LLC borrowed 6,000 under this credit facility. This loan matures on May 21, 2018, and is included as a current borrowing.
NOTE 13 – SHARE-BASED COMPENSATION - EMPLOYEE BENEFITS
13.1. Movements in share options during the period
The following reconciles the share options outstanding at the end of the three months ended March 31, 2018 and 2017:
NOTE 14 – CONTINGENCIES
As of March 31, 2018 and December 31, 2017, the Company recorded reserves for lawsuits claims and other disputed matters for a total amount of 1,358 and 1,179, respectively.
On April 16, 2018, the lower court dismissed the complaint filed by FAECYS.
25 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
Except for the above mentioned, as of the date of issuance of these condensed interim consolidated financial statements, no significant changes have occurred with respect to the contingencies included in note 28 to the consolidated financial statements for the three years in the period ended December 31, 2017.
NOTE 15 – SEGMENT INFORMATION
Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding on how to allocate resources and in assessing performance. The Company’s CODM is considered to be the Company’s chief executive officer (“CEO”). The CEO reviews information presented on an entity level basis for purposes of making operating decisions and assessing financial performance. Therefore, as of March 31, 2018, the Company has determined that it operates in a single operating and reportable segment.
The Company provides services related to application development, testing, infrastructure management and application maintenance.
26 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
The following table summarizes revenues by geography:
Three Months Ended | ||||||||
March 31, 2018 | March 31, 2017 | |||||||
North America | ||||||||
United States of America | 92,592 | 69,939 | ||||||
Canada | 1,534 | 64 | ||||||
Subtotal North America | 94,126 | 70,003 | ||||||
Europe | ||||||||
Spain | 6,196 | 5,454 | ||||||
Ireland | 15 | — | ||||||
United Kingdom | 2,369 | 2,816 | ||||||
Luxembourg | 323 | 253 | ||||||
Germany | 151 | 590 | ||||||
Sweden | — | 792 | ||||||
Others | 33 | 75 | ||||||
Subtotal Europe | 9,087 | 9,980 | ||||||
Asia | ||||||||
India | 223 | 128 | ||||||
Others | 174 | 27 | ||||||
Subtotal Asia | 397 | 155 | ||||||
Latin America and others | ||||||||
Argentina | 5,685 | 2,737 | ||||||
Brazil | 3 | 303 | ||||||
Colombia | 1,190 | 1,073 | ||||||
Chile | 4,926 | 3,435 | ||||||
Uruguay | 233 | — | ||||||
Mexico | 3,376 | 213 | ||||||
Perú | 633 | 788 | ||||||
Others | 56 | 55 | ||||||
Subtotal Latin America and others | 16,102 | 8,604 | ||||||
TOTAL | 119,712 | 88,742 |
The revenues by geography were determined based on the country where the sale took place.
As of March 31, 2018 and 2017, the measurement of profit from operations is based on 13,959 and 9,353, respectively, as presented in the statements of profit or loss and other comprehensive income.
27 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
The following table summarizes non-current assets other than deferred taxes as stated in IFRS 8, paragraph 33.b, by jurisdiction:
March 31, 2018 | December 31, 2017 | |||||||
Argentina | 70,492 | 69,511 | ||||||
Spain | 38,421 | 38,454 | ||||||
United States of America | 57,186 | 57,071 | ||||||
Brazil | 2,041 | 1,870 | ||||||
Uruguay | 581 | 555 | ||||||
Luxembourg | 4,400 | 5,316 | ||||||
Colombia | 8,026 | 7,997 | ||||||
Mexico | 3,268 | 3,460 | ||||||
India | 3,098 | 2,206 | ||||||
Chile | 1,051 | 1,037 | ||||||
Other countries | 574 | 534 | ||||||
TOTAL | 189,138 | 188,011 |
NOTE 16 – SEASONALITY OF OPERATIONS
Due to seasonal nature of the geographic segments, higher revenues and operating profits are usually expected in the second half of the year than in the first six months. In the fiscal year ended December 31, 2017, 46% of revenues accumulated in the first half of the year, with 54% accumulating in the second half.
NOTE 17 – RELATED PARTIES BALANCES AND TRANSACTIONS
The Company provides software and consultancy services to certain WPP subsidiaries and other related parties.WPP is a shareholder of the Company. Outstanding trade account balances as of March 31, 2018 and December 31, 2017 are as follows:
March 31, 2018 | December 31, 2017 | |||||||
Grey Global Group Inc. | 165 | 104 | ||||||
Group M Worldwide Inc | 40 | 44 | ||||||
JWT | 41 | 77 | ||||||
Kantar Retail | 15 | 23 | ||||||
Mercado Libre S.R.L. | 43 | 9 | ||||||
TNS | 153 | 206 | ||||||
Total | 457 | 463 |
28 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
During the three months ended March 31, 2018 and 2017, the Company recognized revenues, as follows:
Three Months Ended | ||||||||
March 31, 2018 | March 31, 2017 | |||||||
Added Value | — | 13 | ||||||
Ogilvy & Mather Group | 64 | 472 | ||||||
Grey Global Group Inc. | 279 | 287 | ||||||
Group M Worldwide Inc | 56 | 195 | ||||||
J. Walter Thompson Company | 120 | 382 | ||||||
Kantar Group | 122 | 280 | ||||||
Kantar Retail | 24 | 23 | ||||||
Mercado Libre S.R.L. | 23 | 119 | ||||||
Mirum Inc. | — | 24 | ||||||
TNS | 3 | 5 | ||||||
Total | 691 | 1,800 |
17.1 Loan agreement to Collokia
On May, 5, 2017, the Company and Collokia LLC, signed a loan agreement whereby the Company provides a financing facility of 100. Interest on the entire outstanding principal balance is computed at an annual rate of 2.8%. Collokia shall repay the loan in full within 18 months from the date that this agreement has been signed off. The Company has the right to convert any portion of the outstanding principal into preferred units of Collokia. As of March 31, 2018, the fair value of the loan agreement amount to 100 and is exposed as other financial assets non current.
NOTE 18 – BUSINESS COMBINATION
Outstanding balances included as other financial liabilities as of March 31, 2018 and December 31, 2017 are as follows:
As of March 31, 2018 | As of December 31, 2017 | |||||||||||||||
Other financial
liabilities - current |
Other financial
liabilities - non current |
Other financial
liabilities - current |
Other financial
liabilities - non current |
|||||||||||||
Related to Business Combinations | ||||||||||||||||
Huddle Group | 111 | — | 110 | — | ||||||||||||
Clarice | 3,048 | 1,505 | 3,119 | 4,497 | ||||||||||||
Subscription agreement | 800 | — | 800 | — | ||||||||||||
Put option on minority interest of Dynaflows | — | 2,797 | — | 2,797 | ||||||||||||
WAE | 940 | — | 924 | — | ||||||||||||
L4 | 924 | 892 | 1,845 | 1,803 | ||||||||||||
Ratio | 1,436 | 730 | 1,666 | 2,216 | ||||||||||||
PointSource | 3,522 | 3,764 | 2,200 | 7,261 | ||||||||||||
Total | 10,781 | 9,688 | 10,664 | 18,574 |
29 |
GLOBANT S.A.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
Impact of acquisitions on the results of the Company
The net income for the period ended March 31, 2017 includes a gain of 234 attributable to the business generated by Ratio. Revenue for the period ended March 31, 2017 included 1,096 related to the business of that company. Had the business combination of Ratio been effected at January 1, 2017, the consolidated revenue of the Company would have been 90,612, the net income for the period ended March 31, 2017 would have been 5,496 and earnings per share would have amounted to $0.16 and $0.15.
NOTE 19 – SUBSEQUENT EVENTS
The Company evaluated events occurring after March 31, 2018 in accordance to IAS 10, Events after the reporting period, through May 9, 2018, which is the date that these condensed interim consolidated financial statements, were made available for issuance.
30 |
Exhibit 99.2
Operating and Financial Review and Prospects
Except where the context requires otherwise, references to “Globant,” “we,” “us,” and “our” refer to Globant S.A., together with its consolidated subsidiaries.
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed interim consolidated financial statements as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 attached as an exhibit to this report on Form 6-K and the information set forth under “Item 5. Operating and Financial Review and Prospects” and our annual consolidated financial statements and related notes, in each case included in our Annual Report on Form 20-F for the year ended December 31, 2017. Our annual consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and our condensed interim consolidated financial statement have been prepared in accordance with International Accounting Standard 34. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in our Annual Report on Form 20-F for the year ended December 31, 2017.
Three months ended March 31, 2018 compared to the three months ended March 31, 2017
Revenues
Revenues were $119.7 million for the three months ended March 31, 2018, representing an increase of $31.0 million, or 34.9%, from $88.7 million for the three months ended March 31, 2017.
Revenues from North America increased by $24.1 million, or 34.4%, to $94.1 million for the three months ended March 31, 2018 from $70.0 million for the three months ended March 31, 2017. Revenues from Europe decreased by $0.9 million, or 9%, to $9.1 million for the three months ended March 31, 2018 from $10.0 million for the three months ended March 31, 2017. Revenues from Asia increased by $0.3 million to $0.4 million for the three months ended March 31, 2018 from $0.1 million for the three months ended March 31, 2017. Revenues from Latin America and other countries increased by $7.5 million, or 87.2%, to $16.1 million for the three months ended March 31, 2018 from $8.6 million for the three months ended March 31, 2017.
Revenues from media and entertainment clients increased by $7.2 million, or 32.6%, to $29.3 million for the three months ended March 31, 2018 from $22.1 million for the three months ended March 31, 2017. The increase in revenues from clients in this industry vertical was primarily attributable to higher demand for our scalable platform solutions, gaming solutions and mobile applications. Revenues from banks, financial services and insurance clients increased by $8.5 million, or 48.6%, to $26.0 million for the three months ended March 31, 2018 from $17.5 million for the three months ended March 31, 2017. The increase in revenues from clients in this industry vertical was primarily attributable to higher demand for services related to scalable platform solutions, consumer experience, high performance, cloud and mobile. Revenues from travel and hospitality clients increased by $4.5 million, or 27.6%, to $20.8 million for the three months ended March 31, 2018 from $16.3 million for the three months ended March 31, 2017. This increase is primarily attributable to stronger demand for consumer experience and automated testing services. Revenues from technology and telecommunications clients increased by $4.9 million, or 40.5%, to $17.0 million for the three months ended March 31, 2018 from $12.1 million for the three months ended March 31, 2017. The increase in revenues from clients in this industry vertical was primarily attributable to higher demand in consumer experience services, gaming and the cross-selling capabilities of our Studios. Revenues from professional services clients increased by $3.1 million, or 33.7%, to $12.3 million for the three months ended March 31, 2018 from $9.2 million for the three months ended March 31, 2017. The increase in revenues from clients in this industry vertical was primarily attributable to higher demand for services related to process automation, digital content and continues evolution practices. Revenues from consumer, retail and manufacturing clients increased by $1.9 million, or 21.6%, to $10.7 million for the three months ended March 31, 2018 from $8.8 million for the three months ended March 31, 2017. The increase in revenues from clients in this industry vertical was primarily attributable to higher demand for services related to scalable platforms solutions, consulting, user experience and social practices, supported by the cross-selling of our Studios. Revenues from clients in other verticals increased by $0.9 million, or 33.3%, to $3.6 million for the three months ended March 31, 2018 from $2.7 million for the three months ended March 31, 2017.
Revenues from our top ten clients increased by $14.5 million, or 37.4%, to $53.3 million for the three months ended March 31, 2018 from $38.8 million for the three months ended March 31, 2017, reflecting our ability to increase the scope of our engagement with our main customers. Revenues from our largest client for the three months ended March 31, 2018, Walt Disney Parks and Resorts Online, increased by $4.7 million, or 54.7%, to $13.3 million for the three months ended March 31, 2018 from $8.6 million for the three months ended March 31, 2017.
Cost of Revenues
Cost of revenues was $74.5 million for the three months ended March 31, 2018, representing an increase of $19.0 million, or 34.2%, from $55.5 million for the three months ended March 31, 2017. The increase was primarily attributable to salary expenses related to the net addition of 1,041 IT professionals since March 31, 2017, an increase of 19.2%, to satisfy growing demand for our services. Cost of revenues as a percentage of revenues decreased to 62.3% for the three months ended March 31, 2018 from 62.5% for the three months ended March 31, 2017. The decrease was primarily attributable to costs efficiencies and the correction in exchange rate lag with respect to actual salary increases in several Latin American countries.
Salaries, employee benefits, social security taxes and share based compensation, the main component of cost of revenues, increased by $19.4 million, or 38.3% to $70.0 million for the three months ended March 31, 2018 from $50.6 million for the three months ended March 31, 2017. Salaries, employee benefits and social security taxes include a $0.7 million share-based compensation expense for the three months ended March 31, 2018 and $0.3 million share-based compensation expense for the three months ended March 31, 2017.
Depreciation and amortization expense was $1.0 million for the three months ended March 31, 2018 and $1.1 million for the three months ended March 31, 2017.
Travel and housing was $1.5 million for the three months ended March 31, 2018 and $1.9 million for the three months ended March 31, 2017.
Selling, General and Administrative Expenses
Selling, general and administrative expense was $31.2 million for the three months ended March 31, 2018, representing an increase of $6.9 million, or 28.4%, from $24.3 million for the three months ended March 31, 2017. The increase was primarily attributable to $3.9 million increase in salaries, employee benefits, social security taxes and share based compensation related to the addition of a number of senior sales executives in our main market, the United States; a $0.9 million increase in depreciation and amortization expense mainly due to the increase in amortization of intangible assets; and $0.8 million increase in office and rental expenses related to the opening of our new delivery centers. In addition, there was a $0.5 million increase in professional fees including audit and other professional services. Selling, general and administrative expenses as a percentage of revenues decreased to 26.1% for the three months ended March 31, 2018 from 27.3% for the three months ended March 31, 2017. Share-based compensation expense within selling, general and administrative expenses accounted for $2.2 million, or 1.8%, as a percentage of revenues for the three months ended March 31, 2018, and $0.6 million, or 0.7%, as a percentage of revenues for the three months ended March 31, 2017.
Net Impairment (Losses) Gain on Financial Assets
Net impairment (losses) gain on financial assets were insignificant for the three months ended March 31, 2018 compared to a gain of $0.4 million for the three months ended March 31, 2017, which mainly resulted from a recovery in doubtful accounts during that period.
Finance Income
Finance income for the three months ended March 31, 2018 was $2.4 million compared to $2.1 million for the three months ended March 31, 2017, primarily attributable to foreign exchange gains of $2.0 million for the three months ended March 31, 2018 as compared to foreign exchange gains of $1.7 million for the three months ended March 31, 2017.
Finance Expense
Finance expense increased to $3.2 million for the three months ended March 31, 2018 from $2.1 million for the three months ended March 31, 2017, primarily reflecting a foreign exchange loss of $2.9 million mainly related to the impact of the weakening of some Latin American currencies against the U.S. dollar on our monetary assets denominated in such currencies.
Other Income, Net
Other income, net for the three months ended March 31, 2018 was $14.0 thousand, as compared with a gain of $1.7 million for the three months ended March 31, 2017, which included the remeasurement at fair value of the call and put option over our non-controlling interest in Dynaflows.
Income Tax
Income tax expense amounted to $2.9 million for the three months ended March 31, 2018, an increase of $0.7 million from $2.2 million income tax expense for the three months ended March 31, 2017. Our effective tax rate (calculated as income tax gain or expense divided by the profit before income tax) increased to 23.0% for the three months ended March 31, 2018 from 20.0% for the three months ended March 31, 2017. The higher effective tax rate during the three months ended March 31, 2018 is primarily attributable to an increase in the taxable foreign exchange gain from the devaluation of the Argentine peso during the three months ended March 31, 2018.
Net Income for the Period
As a result of the foregoing, we had a net income of $10.1 million for the three months ended March 31, 2018, compared to net income of $8.8 million for the three months ended March 31, 2017.
Liquidity and Capital Resources
Capital Resources
Our primary sources of liquidity are cash flows from operating activities. For the three months ended March 31, 2018, we derived 86.2% of our revenues from clients in North America and Europe pursuant to contracts that are entered into by our subsidiaries located in the United States, Spain and the United Kingdom.
Our primary cash needs are for capital expenditures (consisting of additions to property and equipment and to intangible assets) and working capital. From time to time we also require cash to fund acquisitions of businesses.
Our primary working capital requirements are to finance our payroll-related liabilities during the period from delivery of our services through invoicing and collection of trade receivables from clients.
We incur capital expenditures to open new delivery centers, for improvements to existing delivery centers, for infrastructure-related investments and to acquire software licenses.
We will continue to invest in our subsidiaries. In the event of any repatriation of funds or declaration of dividends from our subsidiaries, there will be a tax effect because dividends from certain foreign subsidiaries are subject to taxes.
The following table sets forth our historical capital expenditures for the three months ended March 31, 2018 and 2017:
Three months ended March 31, | ||||||||
2018 | 2017 | |||||||
(in thousands) | ||||||||
Capital expenditures | $ | 4,738 | $ | 5,145 |
Investments
During the three months ended in March 31, 2018, we invested $4.7 million in capital expenditures primarily on the expansion of our delivery centers in Bogotá, Colombia and New York, U.S. and the opening of our delivery center in Dallas, U.S. Capital expenditures vary depending on the timing of new delivery center openings and improvements of existing delivery centers and, primarily with respect to the acquisition of hardware and software, on the specific requirements.
As of March 31, 2018, we had cash and cash equivalents and investments of $45.0 million.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated:
Three months ended March 31, | ||||||||
2018 | 2017 | |||||||
(in thousands) | ||||||||
Net cash used in operating activities | $ | (5,005 | ) | $ | (6,802 | ) | ||
Net cash used in investing activities | (16,670 | ) | (15,972 | ) | ||||
Net cash provided by financing activities | 4,586 | 1,587 | ||||||
Effect of exchange rate changes on cash and cash equivalents | 153 | 94 | ||||||
Cash and cash equivalents at beginning of the period | 52,525 | 50,532 | ||||||
Cash and cash equivalents at end of the period | 35,589 | 29,439 | ||||||
Net decrease in cash and cash equivalents at end of period | $ | (16,936 | ) | $ | (21,093 | ) |
Operating Activities
Net cash used in operating activities consists primarily of profits before taxes adjusted for non-cash items, including depreciation and amortization expense, and the effect of working capital changes.
Net cash used in operating activities was $5.0 million for the three months ended March 31, 2018, as compared to net cash used in operating activities of $6.8 million for the three months ended March 31, 2017. This variance of $1.8 million in net cash used in operating activities was primarily attributable to a $6.7 million increase in profit before income tax expense adjusted for non-cash-items, a $6.2 million decrease in working capital and a $1.3 million decrease in income tax payments, net of reimbursements.
Investing Activities
Net cash of $16.7 million was used in investing activities for the three months ended March 31, 2018, as compared to $16.0 million of net cash used in investing activities during the three months ended March 31, 2017. We invested in mutual funds and sovereign bonds, which generated cash flows of $1.1 million and $1.8 million during the three months ended March 31, 2018 and 2017, respectively. We invested $6.9 million in fixed and intangible assets and $9.0 million in payments related to acquisitions, compared with $6.2 million and $2.0 million during the three months ended March 31, 2018 and 2017, respectively. We recognized a gain of $0.3 million from the proceeds of forward contracts for the three months ended March 31, 2018 and an expense of $0.2 million for the three months ended March 31, 2017.
Financing Activities
Net cash of $4.6 million was provided by financing activities for the three months ended March 31, 2018, as compared to $1.6 million of net cash provided by financing activities for the three months ended March 31, 2017. During the three months ended March 31, 2018, we received $3.8 million from the issuance of shares under our share-based compensation plan and $0.9 million proceeds from subscription agreements.
Summary of Significant Accounting Policies
Our unaudited condensed interim consolidated financial statements as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 have been prepared using the same accounting policies as used in the preparation of our audited consolidated financial statements for the year ended December 31, 2017, except for the adoption of new standards and interpretations effective as of January 1, 2018, as described below.
Application of new and revised International Financial Reporting Standards
We have adopted all of the new and revised standards and interpretations issued by the IASB that are relevant to our operations and that are mandatorily effective at March 31, 2018 as described in note 2.1 to our consolidated financial statements as of December 31, 2017. The impact of the new and revised standards and interpretations mentioned on our condensed interim consolidated financial statements as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 is described as follows.
We have initially adopted IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers from January 1, 2018.
IFRS 9 Financial Instruments
IFRS 9 sets out requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This standard replaces IAS 39 Financial instruments: Recognition and Measurement. IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial liabilities. However, it eliminates the previous IAS 39 categories for financial assets of held to maturity, loans and receivables and available for sale. The adoption of IFRS 9 has not had a significant effect on our accounting policies related to financial liabilities. The impact of IFRS 9 on the classification and measurement of financial assets is set out below.
Under IFRS 9, on initial recognition, a financial assets is classified as measured at: amortized cost; Fair Value through Other Comprehensive Income (FVOCI); or Fair Value through Profit or Loss (FVTPL). The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
A financial asset is measured at amortized cost if both of the following conditions are met and is not designated as at FVTPL:
(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of other currency)
1) | it is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and |
2) | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
A financial asset is measured at FVOCI if both of the following conditions are met and is not designated as at FVTPL:
1) | it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
2) | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
All financial assets not classified as measured at amortized cost or FVOCI as described above, are measured at FVTPL.
The following table explains the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of our Company’s financial assets as at January 1, 2018.
Original classification | New classification | |||
under IAS 39 | under IFRS 9 | |||
Cash and cash equivalents | Loans and receivables | Amortized cost | ||
Trade receivables | Loans and receivables | Amortized cost | ||
Other receivables | Loans and receivables | Amortized cost | ||
Investments | ||||
Mutual funds | Held for trading | FVTPL | ||
LEBACs (1) | Available for sale | FVOCI | ||
Other financial assets | ||||
Foreign exchange forwards and future contracts | Held for trading | FVTPL | ||
Financial assets related to business combinations | FVTPL | FVTPL | ||
Convertible notes | Loans and receivables | Amortized cost | ||
Call option on minority interest | FVTPL | FVTPL |
(1) As described in note 27.8 to our consolidated financial statements as of December 31, 2017, LEBACs were initially classified as held-to-maturity investments (HTM). Under IAS 39, HTM were measured at amortized cost using the effective interest method, less any impairment. However, during December, 2015, we sold some of those LEBACs and consequently, changed the classification of the remaining LEBACs to Available-for-sale investments, since it was not permitted to classify investments as held-to-maturity in accordance with IAS 39. Changes in the carrying amount of AFS financial assets relating to changes in foreign currency rates, interest income calculated using the effective interest method were recognized in profit or loss. Other changes in the carrying amount of AFS financial assets were recognized in other comprehensive income. Consequently, under IFRS 9 LEBACs continue to be measured on the same basis than it was under IAS 39.
All financial assets and financial liabilities continue to be measured on the same basis as is previously adopted under IAS 39.
Additionally, IFRS 9 replaces the 'incurred loss' model in IAS 39, with an 'expected credit loss' model. The new impairment model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. Under IFRS 9, credit losses are recognized earlier than under IAS 39. Our financial assets that are subject to IFRS 9's new expected credit loss model are: cash and cash equivalents, trade receivables, other receivables, convertible notes and other financial assets related to business combinations. However, the change in the impairment methodology under IFRS 9 did not have any impact on our consolidated financial statements. Impairment losses related to trade and other receivables are presented separately in the statement of profit or loss. As a result, we reclassified an impairment gain that amounted to 360, recognized under IAS 39, from Selling, general and administrative expenses, to Net impairment (losses) gain on financial assets in the statement of profit or loss and other comprehensive income as of March 31, 2017.
IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaced IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. We have adopted IFRS 15 using the cumulative effect method (without practical expedients) with the effect of initially applying this standard recognized at the date of initial application, however, as per the management of our assessment, no effect had to be recognized at January 1, 2018. The details of the new significant accounting policies and the nature of the changes to previous accounting policies in relation to our services are set out below.
Under IFRS 15, an entity recognizes revenue when or as performance obligation is satisfied, i.e. when control of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15.
Our services are mainly performed under both time-and-material and fixed-price contracts. For revenues generated under time-and-material contracts, revenues are recognized as services are performed with the corresponding cost of providing those services reflected as cost of revenues when incurred. The majority of such revenues are billed on an hourly, daily or monthly basis whereby actual time is charged directly to the client. Our performance obligations are the hours performed. We have assessed that these performance obligations are satisfied over time and that the method currently used to measure the progress towards complete satisfaction of these performance obligations continue to be appropriate under IFRS 15.
We recognize revenues from fixed-price contracts in the accounting periods in which services are rendered. We have assessed that these performance obligations are satisfied over time, applying the input method by recognizing revenue on the basis of our efforts to the satisfaction of the performance obligation relative to the total expected inputs to the satisfaction of the performance obligation. Accordingly, the method used to measure the progress towards complete satisfaction of these performance obligations continue to be appropriate under IFRS 15.
New accounting pronouncements
Each of the new accounting pronouncements issued during the three months ended March 31, 2018 and the new and revised IFRSs that have been issued but are not yet mandatorily effective are described in Note 2.1 to our consolidated financial statements as of December 31, 2017.
Legal Proceedings
Certain of our non-U.S. subsidiaries are currently under examination by the U.S. Internal Revenue Service (“IRS”) regarding payroll and employment taxes primarily in connection with services performed by employees of certain of our subsidiaries in the United States from 2013 to 2015. On May 1, 2018, the IRS issued 30-day letters to those subsidiaries proposing total assessments of $1.4 million plus penalties and interest for employment taxes for those years. Our subsidiaries intend to file protests of these proposed assessments with the IRS. Management currently estimates that the amount of possible loss in respect of taxes, interest and penalties for those years could range between $0.3 million and $0.5 million. However, at this stage we cannot make any predictions about the final outcome of this matter or the timing thereof.
Risk Factors
Argentina and International Monetary Fund staff reached an agreement on an economic plan that can be supported by International Monetary Fund financing, however, there can be no assurance that such plan will be approved or, if it is approved, that it will meet it objectives in supporting the Argentine government’s economic priorities, nor are we able to predict what the future consequences will be for the Argentine economy in general or our business in particular.
The Argentine government requested International Monetary Fund (“IMF”) financial support in late May 2018 to help strengthen the Argentine economy in light of the recent financial market turbulence. In early June 2018, Argentina and IMF staff reached an agreement on an economic plan that can be supported by IMF financing in the form of a Stand-By Arrangement for $50.0 billion. The agreement is pending review by IMF’s Executive Board which is expected to consider Argentina’s request on or about June 20, 2018. If approved, Argentina would be eligible to access the initial installment of the loan.
The purpose of the Stand-By Arrangement is to support the Argentine government’s economic priorities, which include strengthening the Argentine economy and protecting the living standards of the Argentine people.
The Argentine government has stated that it intends to take measures to accelerate the pace at which the federal government’s fiscal deficit is reduced. This measure is expected to ultimately lessen the government’s financing needs and put public debt on a downward path.
In addition, the Argentine government’s economic plan is intended to put in place measures to offer opportunity and support to the less well-off members of Argentine society. The authorities have committed to ensuring that spending on social assistance, as a share of gross domestic product, will not decline during the next three years.
The Argentine authorities have requested that one third of the $50.0 billion available under the Stand-By Arrangement be disbursed upon approval of the program and that one-half of that amount ($7.5 billion) would be made available for budget support.
As of the date of this report, we cannot guarantee that the IMF Executive Board will approve the Stand-By Arrangement or that this financing package will be sufficient to enable the Argentine government to achieve the goals of its economic plan, nor are we able to predict what the future consequences will be for the Argentine economy in general or our business in particular.
Exhibit 99.3
Globant S.A.
Selected Investor Presentation Slides
Forward-Looking Statements
The following slides contain forward-looking statements and information relating to Globant S.A. (the “Company”) that are based on the current beliefs of its management, expectations and projections of future events as well as assumptions made and information currently available to the Company. Such forward looking statements, as well as those included in any other material discussed at any management presentation, reflect the current views of the Company with respect to future events and are subject to risks, uncertainties and assumptions about the Company and its subsidiaries, including, among other things, its future financial position and results of operations, strategy, plans, objectives, goals and targets, future developments in the markets in which the Company operates or is seeking to operate or anticipated regulatory changes in the markets in which it operates or intends to operate. In light of these risks, uncertainties and assumptions, the events or circumstances referred to in the forward-looking statements may not occur. None of the future projections, expectations, estimates or prospects in the following slides should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the presentation. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others: inability to maintain current resource utilization rates and productivity levels; inability to manage attrition and attract and retain highly-skilled IT professionals; failure to use accurate expectations and assumptions regarding the cost and complexity of performing client work in developing pricing structures for client contracts; inability to achieve anticipated growth; inability to effectively manage our growth, which could place significant strain on the Company’s management personnel, systems and resources; the Company’s expectation that it will be able to integrate and manage acquired companies and that the Company’s will yield expected benefits; loss of services of the Company’s senior management team or other key employees; inability to continue to innovate and remain at the forefront of emerging technologies and related market trends; as to any of the Company’s largest clients, termination, decrease in the scope of, or failure by such client to renew its business relationship or short-term contract with the Company; the levels of the Company’s concentration of revenues by vertical, geography, by client and by type of contract in the future; changes in general economic conditions in the United States, Europe or globally; uncertainty concerning the instability in the current economic, political and social environment in Argentina; increases in exposure to fluctuations in the value of the Argentine peso due to Argentina’s regulations on proceeds from the export of services; the imposition in the future of additional regulations on proceeds collected outside Argentina for services rendered to non-Argentine residents or of export duties and controls; the continuity of the tax incentives available for software companies with operations in Argentina; continuing substantial control over the Company by the Company’s principal shareholders, directors and executive officers and entities affiliated with them and its impact on ability of investors to influence significant corporate decisions, such as approval of key transactions, including a change of control; and various other factors described in the Company’s most recent Annual Report on Form 20-F and any subsequent filings with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or targeted. No one intends, or assumes any obligations, to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
Non-IRFS financial measures
The following slides include certain financial measures that are not calculated in accordance with International Financial Reporting Standards (“non-IRFS financial measures”), which have not been subject to audit. These non-IFRS financial measures are provided as additional information to enhance an overall understanding of the historical and current financial performance of our operations. We believe these measures help illustrate underlying trends in our business and use such measures to establish budgets and operational goals, communicated internally and externally, for managing our business and evaluating our performance. These non-IFRS financial measures should not be considered as substitutes for or superior to IFRS results. In addition, our calculation of these non-IFRS financial measures may be different from the calculation used by other companies, and therefore comparability is limited.
The information and opinions contained in this presentation are provided as of the date of this report and are subject to verification, completion and change without notice.
The following slides should not be considered as a recommendation by the Company or any of its advisers and/or agents that any person should subscribe for or purchase any securities of the Company.
Argentina Other Latam US & Europe India 37% 41% 11% 11% 37 offices in 30 cities throughout 12 countries 39% Q1 2018 Adj. Gross Profit Margin Percentage 6,900+ Total Employees as of March 31, 2018 27% 2014 – 2017 Revenue CAGR 15% Q1 2018 Adj. Profit from Operations Margin Percentage 88% % of 2017 Revenue from Existing Customers $444M LTM Q1 2018 Revenue 89 LTM Q1 2018 Customers Greater than $1mm in Annual Revenue $75k LTM Q1 2018 Revenue per IT Professional 348 LTM Q1 2018 Total Customers Served Key Statistics Global Delivery Model Headcount Distribution (as of March 31, 2018) Revenue by Geography (Q1’18) North America Latam and Others Europe 14% 79% 8% GLOBANT AT A GLANCE Notes: Adjusted Gross Profit Margin Percentage excludes depreciation and amortization and share-based compensation. Adjusted Profit from Operations Margin Percentage excludes share-based compensation, impairment of tax credits and acquisition-related charges.
As the temporal nature of digital transformation becomes completely foundational to future business, the proportion of "digital related" consulting engagements will increase from about half of all business and IT consulting engagements in 2013 – 2015 to approximately 70% of all engagements in 2020 or 2021, driving the total market for digital strategy and agency services well over $100 billion in opportunity worldwide by 2021. Source: IDC Worldwide and U.S. Digital Strategy and Agency Services Forecast, 2017 – 2021 Digital Services market expected to be a $ 138B market by 2021 and to grow at 21.5% per year . Worldwide Digital Strategy and Agency Services Spending by Foundation Use Case, 2015 - 2021 ($B) Large and fast growing addressable markets
Large and fast growing addressable markets Artificial Intelligence Revenue is expected to grow at a 60% CAGR through 2025. 2016 2017 $10 $20 $30 $40 $50 $60 $70 $ - $ Billions 2018 2019 2020 2021 2022 2023 2024 CAGR: 60% 2025 Source: Tractica Mobile AR to drive $108 billion VR/AR market by 2021. 100 200 300 400 500 600 700 $ - Millions 2017 2018 2019 2020 2021 2016 Installed base (M) Source: Digi - Capital
Strategies LEADERS Globant recognized as a Worldwide Leader of Digital Strategy Consulting Services by IDC MarketScape report in 2016 and 2017 IDC MarketScape Worldwide Digital Strategy Consulting 2016 DIGITAL LEADERSHIP Major Players Capabilities
• We contributed to NatGeo’s goal of improving the customer journey of kids. • Leveraging latest trends (UX, Visual Design), we developed websites for kids that are fun, smart and engaging. • A Globant customer for more than 6 years. • We contributed to the development of EA’s highly successful FIFA franchise. • A Globant customer for more than 10 years. • We provided Big Data solutions for BBVA. • Globant helped the bank innovate in financial information analysis. • A Globant customer for more than 6 years. INNOVATIVE SOLUTIONS BY GLOBANT Z Z • We helped the MET become a global example of a digitally - connected police force. • Over 70% of traffic collision reporting switched from phone to online. • An 18 - month program.
Multiple time zones enable us to deliver agile services to our customers and global partners. We benefit from c ultural similarities and a strong history of innovation. We have an abundant talent pool of highly educated IT professionals. GLOBAL DELIVERY MODEL Country Dec - 14 Dec - 15 Dec - 16 Dec - 17 Mar - 18 Argentina 69 57 49 39 37 Colombia 8 11 15 21 22 India - 9 8 10 11 USA 5 5 8 9 9 Mexico 4 6 7 9 9 Uruguay 11 8 8 6 6 Chile - 1 2 2 2 Peru 2 1 1 1 1 Spain - - 1 1 1 UK - - 1 1 1 Brazil 2 1 1 1 0 Along our journey, we have diversified our talent base to build a strong global presence Total headcount geodispersion (%) 37 offices in 30 cities throughout 12 countries. United States Mexico Peru Chile Argentina Uruguay Brazil Colombia India Luxembourg Spain UK
Significant Revenue Growth Average Revenue by Client ($M) Clients with Revenues >$1M Clients 2014 2015 2016 2017 Q1 2018 Top 1 9 12 10 10 11 Top 5 28 33 34 29 31 Top 10 44 47 47 42 45 Client Revenue Contribution (%) CAGR: 27.5% Top 10 Top 20 CAGR: 25.5% CAGR: 23.4% 34.9% Revenue ($M)
Industry Revenue Breakdown (Q1 2018) Time & Materials Fixed Price Others North America USD Latam and Others Europe Media & Entertainment Travel Banks & Financial Ss. Tech. & Telecomm. Professional Services Consumer, Retail & Manufacturing Others Geography Currency Contract type
Operating Levers Yearly Revenue per IT Professional ($K) Adjusted SG&A (% of revenues) Revenues in Hard Currencies with Costs in Local Currencies Revenues Q1 2018 Headcount distribution as of Q1 2018 Notes: Adjusted SG&A excludes depreciation and amortization, share - based compensation and acquisition - related charges. Latin America US & Europe India By Geography Others USD By Currency CAGR: 4.4% Dilution 480 bps 7 8 % 1 1 % 11 % 85 % 15 %
IFRS Financial Measures: Three months ended March 31, Year ended December 31, 2018 2017 2017 2016 2015 (in thousands, except for percentages and per share data) Consolidated Statements of profit or loss and other comprehensive income: Revenues $119,712 $88,742 $413,439 $322,856 $253,796 Cost of revenues (74,543) (55,494) (263,171) (191,395) (160,292) Gross profit 45,169 33,248 150,268 131,461 93,504 Selling, general and administrative expenses (31,199) (24,255) (110,812) (80,961) (71,389) Net impairment (losses) gain on financial assets (11) 360 (6,290) (928) 1,615 Profit from operations $13,959 $9,353 $33,166 $49,572 $23,730 Gain on transactions with bonds - - - - 19,102 Finance income 2,353 2,085 7,956 16,215 27,555 Finance expense (3,244) (2,135) (11,036) (19,227) (20,952) Finance expense, net (891) (50) (3,080) (3,012) 6,603 Other income, net 14 1,728 8,458 3,629 605 Profit before income tax 13,082 11,031 38,544 50,189 50,040 Income tax (2,941) (2,175) (8,081) (14,327) (18,420) Net income for the period $10,141 $8,856 $30,463 $35,862 $31,620 Earnings per share Basic $0.29 $0.26 $0.87 $1.04 $0.93 Diluted $0.28 $0.25 $0.84 $1.01 $0.90
Reconciliation of IFRS to Non IFRS Financial Measures: Three months ended March 31, Year ended December 31, 2018 2017 2017 2016 2015 (in thousands, except for percentages) Reconciliation of adjusted gross profit Gross Profit $45,169 $33,248 $150,268 $131,461 $93,504 Adjustment Depreciation and amortization expense 993 1,102 4,339 4,281 4,441 Share-based compensation expense 661 278 5,666 917 735 Adjusted gross profit $46,823 $34,628 $160,273 $136,659 $98,680 Reconciliation of selling, general and administrative expenses Selling, general and administrative expenses (31,199) (24,255) (110,812) (80,961) (71,389) Adjustment Acquisition-related charges 558 287 1,131 556 337 Depreciation and amortization expense 3,512 2,596 11,789 6,637 4,860 Share-based compensation expense 2,208 599 8,798 2,703 1,647 Adjusted selling, general and administrative expenses (24,921) (20,773) (89,095) (71,065) (64,545) Reconciliation of Adjusted Profit from Operations Profit (Loss) from operations $13,959 $9,353 $33,166 $49,572 $23,730 Adjustment Acquisition-related charges 750 665 7,523 1,478 337 Impairment of tax credits, net of recoveries - - 1,586 - (1,820) Share-based compensation expense 2,869 877 14,464 3,620 2,382 Adjusted Profit from Operations $17,578 $10,895 $56,739 $54,670 $24,629 Reconciliation of Adjusted Net income for the period Net income for the period $10,141 $8,856 $30,463 $35,862 $31,620 Adjustment Acquisition-related charges 882 (837) (447) (1,556) 337 Share-based compensation expense 2,869 877 14,464 3,620 2,382 Impairment of tax credits, net of recoveries - - 1,586 - (1,820) US settlement agreement, net - - - 845 - Adjusted net income for the period $13,892 $8,896 $46,066 $38,771 $32,519 Calculation of adjusted diluted EPS Adjusted Net income 13,892 8,896 46,066 38,771 32,519 Diluted shares 36,549 35,583 36,094 35,413 35,013 Adjusted Diluted EPS 0.38 0.25 1.28 1.09 0.93
Reconciliation of IFRS to Non IFRS Financial Measures: Reconciliation of Non - IFRS Financial Data Overview To supplement our financial measures prepared in accordance with IFRS, we use certain non - IFRS financial measures including ( i ) adjusted diluted earnings per share ("EPS"), (ii) adjusted net income, (iii) adjusted gross profit, (iv) adjusted selling, general and administrative ("SG&A") expenses, and (v) adjusted pr ofi t from operations. These measures do not have any standardized meaning under IFRS, and other companies may use similarly titled non - IFRS financial measures that are calculated differently fro m the way we calculate such measures. Accordingly, our non - IFRS financial measures may not be comparable to similar non - IFRS measures presented by other companies. We caution investors not to place undue reliance on such non - IFRS measures, but instead to consider them with the most directly comparable IFRS measures. Non - IFRS financial measures have limitations as analytical too ls and should not be considered in isolation. They should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with IF RS . The reconciliations of these non - IFRS measures to the most directly comparable financial measures calculated and presented in ac cordance with IFRS are shown in the tables below. We use these non - IFRS measures as key measures in the evaluation of our performance and our consolidated financial results. We believe these non - IFRS measures are useful to investors in their assessment of our operating performance and the valuation of our company. In addition, these non - IFRS measures address questions we routine ly receive from analysts and investors and, in order to assure that all investors have access to similar data, we have determined that it is appropriate to make this data available to all inv estors . Adjusted Diluted EPS and Adjusted Net Income We utilize non - IFRS measures of adjusted diluted EPS and adjusted net income for strategic decision making, forecasting future r esults and evaluating current performance. Adjusted diluted EPS and adjusted net income are most directly comparable to the IFRS measures of EPS and net income, respectively. Our non - IFRS meas ures of adjusted diluted EPS and adjusted net income exclude the impact of certain items, such as acquisition - related charges, impairment of tax credits, net of recoveries, share - ba sed compensation expense and expense related to the US settlement agreement ( See “Financial Information - Consolidated Statements and Other Financial Information - Legal Proceedings” in our most recent Annual Report on Form 20 - F). Adjusted Gross Profit and Adjusted SG&A Expenses We utilize non - IFRS measures of adjusted gross profit and adjusted SG&A expenses as supplemental measures for period - to - period c omparisons. Adjusted gross profit and adjusted SG&A expenses are most directly comparable to the IFRS measures of gross profit and selling, general and administrative expenses, res pectively. Our non - IFRS measures of adjusted gross profit and adjusted SG&A expenses exclude the impact of certain items, such as amortization and depreciation expense, share - based compensat ion expense and, only with respect to adjusted SG&A expenses, acquisition - related charges. Adjusted Profit from Operations We utilize the non - IFRS measure of adjusted profit from operations as a supplemental measure for period - to - period comparisons. A djusted profit from operations is most directly comparable to the IFRS measure of profit from operations. Adjusted profit from operations excludes the impact of certain items, such as share - base d compensation expense, impairment of tax credits, net of recoveries and acquisition - related charges.