UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of September, 2021
Commission File Number 001-36671
Atento S.A.
(Translation of Registrant's name into English)
1 rue Hildegard Von Bingen
L-1282, Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive
office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form
20-F: x
Form
40-F: o
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes:
o No:
x
Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes:
o No:
x
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report
or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules of the home
country exchange on which the registrant’s securities are traded,
as long as the report or other document is not a press release, is
not required to be and has not been distributed to the registrant’s
security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
ATENTO S.A.
INDEX
Financial Information
For the Nine Months ended September 30, 2021
PART
I - OTHER INFORMATION |
37 |
LEGAL
PROCEEDINGS |
37 |
RISK
FACTORS |
37 |
|
|
|
|
|
|
|
|
Atento s.a. AND
SUBSIDIARIES
UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL
INFORMATION FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2021
|
ATENTO
S.A. AND SUBSIDIARIES |
INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION |
As
of December 31, 2020 and September 30, 2021 |
(In
thousands of U.S. dollars, unless otherwise
indicated) |
ASSETS |
|
Notes |
|
|
|
|
|
|
December
31, |
|
September
30, |
|
|
2020 |
|
2021 |
|
|
|
|
(audited) |
|
(unaudited) |
NON-CURRENT
ASSETS |
|
|
|
604,327 |
|
584,454 |
|
|
|
|
|
|
|
Intangible
assets |
|
6 |
|
106,643 |
|
82,954 |
Goodwill |
|
7 |
|
103,014 |
|
95,146 |
Right-of-use
assets |
|
9 |
|
137,842 |
|
141,017 |
Property,
plant and equipment |
|
8 |
|
90,888 |
|
88,590 |
Non-current
financial assets |
|
|
|
70,275 |
|
83,935 |
Trade
and other receivables |
|
11 |
|
20,995 |
|
31,033 |
Other
non-current financial assets |
|
11 |
|
38,192 |
|
36,258 |
Derivative
financial instruments |
|
12 |
|
11,088 |
|
16,644 |
Other
taxes recoverable |
|
|
|
4,815 |
|
4,525 |
Deferred
tax assets |
|
|
|
90,850 |
|
88,287 |
|
|
|
|
|
|
|
CURRENT
ASSETS |
|
|
|
571,796 |
|
527,230 |
|
|
|
|
|
|
|
Trade
and other receivables |
|
|
|
324,850 |
|
334,275 |
Trade
and other receivables |
|
11 |
|
299,086 |
|
304,937 |
Current
income tax receivable |
|
|
|
25,764 |
|
29,338 |
Other
taxes recoverable |
|
|
|
36,794 |
|
46,265 |
Other
current financial assets |
|
11 |
|
1,158 |
|
1,036 |
Cash
and cash equivalents |
|
11 |
|
208,994 |
|
145,654 |
|
|
|
|
|
|
|
TOTAL
ASSETS |
|
|
|
1,176,123 |
|
1,111,684 |
|
The
accompanying notes are an integral part of the interim condensed
consolidated financial information. |
ATENTO S.A. AND SUBSIDIARIES |
INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION |
As
of December 31, 2020 and September 30, 2021 |
(In
thousands of U.S. dollars, unless otherwise
indicated) |
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
Notes |
|
December
31, |
|
September
30, |
|
|
2020 |
|
2021 |
|
|
|
|
(audited) |
|
(unaudited) |
TOTAL
EQUITY |
|
|
|
119,676 |
|
31,218 |
EQUITY
ATTRIBUTABLE TO: |
|
|
|
|
|
|
OWNERS
OF THE PARENT COMPANY |
|
|
|
119,676 |
|
31,218 |
|
|
|
|
|
|
|
Share
capital |
|
10 |
|
49 |
|
49 |
Share
premium |
|
|
|
613,619 |
|
617,594 |
Treasury
shares |
|
10 |
|
(12,312) |
|
(13,227) |
Retained
losses |
|
|
|
(178,988) |
|
(226,843) |
Translation
differences |
|
|
|
(280,715) |
|
(321,908) |
Hedge
accounting effects |
|
|
|
(37,360) |
|
(41,090) |
Stock-based
compensation |
|
|
|
15,383 |
|
16,643 |
|
|
|
|
|
|
|
NON-CURRENT
LIABILITIES |
|
|
|
651,662 |
|
694,631 |
|
|
|
|
|
|
|
Debt
with third parties |
|
12 |
|
594,636 |
|
598,204 |
Derivative
financial instruments |
|
12 |
|
5,220 |
|
58,357 |
Provisions
and contingencies |
|
13 |
|
45,617 |
|
34,306 |
Non-trade
payables |
|
|
|
4,296 |
|
2,009 |
Other
taxes payable |
|
|
|
1,893 |
|
1,755 |
|
|
|
|
|
|
|
CURRENT
LIABILITIES |
|
|
|
404,785 |
|
385,835 |
|
|
|
|
|
|
|
Debt
with third parties |
|
12 |
|
133,187 |
|
97,575 |
Trade
and other payables |
|
|
|
249,723 |
|
263,475 |
Trade
payables |
|
|
|
59,415 |
|
65,638 |
Income
tax payables |
|
|
|
16,838 |
|
9,001 |
Other
taxes payables |
|
|
|
97,104 |
|
103,591 |
Other
non-trade payables |
|
|
|
76,366 |
|
85,245 |
Provisions
and contingencies |
|
13 |
|
21,875 |
|
24,785 |
TOTAL
EQUITY AND LIABILITIES |
|
|
|
1,176,123 |
|
1,111,684 |
|
The
accompanying notes are an integral part of the interim condensed
consolidated financial information.
|
ATENTO
S.A. AND SUBSIDIARIES |
INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
For
the nine months ended September 30, 2020 and 2021 |
(In
thousands of U.S. dollars, unless otherwise
indicated) |
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the three months ended September 30, |
|
For
the nine months ended September 30, |
|
Notes |
|
2020 |
|
2021 |
|
2020 |
|
2021 |
|
|
(unaudited) |
|
(unaudited) |
Revenue |
|
|
352,723 |
|
368,637 |
|
1,042,673 |
|
1,121,976 |
Other
operating income |
|
|
1,088 |
|
1,884 |
|
3,050 |
|
5,185 |
Other
gains and own work capitalized |
|
|
36 |
|
13 |
|
41 |
|
46 |
Operating
expenses: |
|
|
|
|
|
|
|
|
|
Supplies |
|
|
(18,473) |
|
(22,071) |
|
(51,174) |
|
(71,739) |
Employee
benefit expenses |
|
|
(259,910) |
|
(271,853) |
|
(793,889) |
|
(844,634) |
Depreciation |
|
|
(18,420) |
|
(18,942) |
|
(56,011) |
|
(54,155) |
Amortization |
|
|
(11,592) |
|
(11,883) |
|
(34,172) |
|
(35,616) |
Changes
in trade provisions |
|
|
(1,562) |
|
(679) |
|
(3,502) |
|
965 |
Other
operating expenses |
|
|
(29,097) |
|
(24,661) |
|
(89,417) |
|
(70,732) |
OPERATING
PROFIT |
|
|
14,793 |
|
20,445 |
|
17,599 |
|
51,296 |
|
|
|
|
|
|
|
|
|
|
Finance
income |
|
|
2,010 |
|
1,941 |
|
13,013 |
|
11,502 |
Finance
costs |
|
|
(18,773) |
|
(18,047) |
|
(51,596) |
|
(64,659) |
Change
in fair value of financial instruments |
|
|
- |
|
(16,663) |
|
- |
|
(41,208) |
Net
foreign exchange (loss)/gain |
|
|
(8,819) |
|
7,404 |
|
(18,095) |
|
13,219 |
NET
FINANCE EXPENSE |
|
|
(25,582) |
|
(25,365) |
|
(56,678) |
|
(81,146) |
LOSS
BEFORE INCOME TAX |
|
|
(10,789) |
|
(4,920) |
|
(39,079) |
|
(29,850) |
Income
tax (expense)/benefit |
14 |
|
(2,303) |
|
(6,754) |
|
224 |
|
(16,751) |
LOSS
FOR THE PERIOD |
|
|
(13,092) |
|
(11,674) |
|
(38,855) |
|
(46,601) |
LOSS
ATTRIBUTABLE TO: |
|
|
|
|
|
|
|
|
|
OWNERS
OF THE PARENT |
|
|
(13,092) |
|
(11,674) |
|
(38,855) |
|
(46,601) |
LOSS
FOR THE PERIOD |
|
|
(13,092) |
|
(11,674) |
|
(38,855) |
|
(46,601) |
LOSS
PER SHARE: |
|
|
|
|
|
|
|
|
|
Basic
loss per share (in U.S. dollars) |
15 |
|
(0.93) |
|
(0.83) |
|
(2.75) |
|
(3.31) |
Diluted
loss per share (in U.S. dollars) |
15 |
|
(0.93) |
|
(0.83) |
|
(2.75) |
|
(3.31) |
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the interim condensed
consolidated financial information.
|
ATENTO
S.A. AND SUBSIDIARIES |
INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS) |
For
the nine months ended September 30, 2020 and 2021 |
(In
thousands of U.S. dollars, unless otherwise
indicated) |
|
|
|
|
|
|
|
|
|
For
the three months ended September 30, |
|
For
the nine months ended September 30, |
|
2020 |
|
2021 |
|
2020 |
|
2021 |
|
(unaudited) |
|
(unaudited) |
Loss
for the period |
(13,092) |
|
(11,674) |
|
(38,855) |
|
(46,601) |
Other
comprehensive income/(loss) to be reclassified to profit and loss
in subsequent periods: |
|
|
|
|
|
|
|
Net
investment hedge |
(138) |
|
37,563 |
|
17,324 |
|
5,118 |
Exchange
differences on translation of foreign operations |
(825) |
|
(14,591) |
|
(60,886) |
|
(8,848) |
Translation
differences |
9,326 |
|
(24,835) |
|
(37,399) |
|
(41,193) |
Other
comprehensive income/(loss) |
8,363 |
|
(1,863) |
|
(80,961) |
|
(44,923) |
Total
comprehensive income/(loss) |
(4,729) |
|
(13,537) |
|
(119,816) |
|
(91,524) |
Total
comprehensive income/(loss) attributable to: |
|
|
|
|
|
|
|
Owners
of the parent |
(4,729) |
|
(13,537) |
|
(119,816) |
|
(91,524) |
Total
comprehensive income/(loss) |
(4,729) |
|
(13,537) |
|
(119,816) |
|
(91,524) |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the interim condensed
consolidated financial information.
|
ATENTO
S.A. AND SUBSIDIARIES |
INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY |
For
the nine months ended September 30, 2020 and 2021 |
(In
thousands of U.S. dollars, unless otherwise
indicated) |
|
Share
capital |
|
Share
premium |
|
Treasury
shares |
|
Retained
losses |
|
Translation
differences |
|
Hedge
accounting effects |
|
Stock-based
compensation |
|
Total
owners of the parent company |
|
Total
equity |
Balance
at January 1, 2020 |
49 |
|
619,461 |
|
(19,319) |
|
(127,070) |
|
(271,273) |
|
(8,872) |
|
14,044 |
|
207,020 |
|
207,020 |
Comprehensive
income/(loss) for the period |
- |
|
- |
|
- |
|
(38,855) |
|
(37,399) |
|
(43,562) |
|
- |
|
(119,816) |
|
(119,816) |
Loss
for the period |
- |
|
- |
|
- |
|
(38,855) |
|
- |
|
- |
|
- |
|
(38,855) |
|
(38,855) |
Other
comprehensive income/(loss), net of taxes |
- |
|
- |
|
- |
|
- |
|
(37,399) |
|
(43,562) |
|
- |
|
(80,961) |
|
(80,961) |
Stock-based
compensation |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
3,120 |
|
3,120 |
|
3,120 |
Share
delivered |
- |
|
(5,781) |
|
8,274 |
|
- |
|
- |
|
- |
|
(2,493) |
|
- |
|
- |
Acquisition
of treasury shares |
- |
|
- |
|
(918) |
|
- |
|
- |
|
- |
|
- |
|
(918) |
|
(918) |
Monetary
correction caused by hyperinflation |
- |
|
- |
|
- |
|
(3,419) |
|
- |
|
- |
|
- |
|
(3,419) |
|
(3,419) |
Balance
at September 30, 2020 (*) |
49 |
|
613,680 |
|
(11,963) |
|
(169,344) |
|
(308,672) |
|
(52,434) |
|
14,671 |
|
85,987 |
|
85,987 |
|
Share
capital |
|
Share
premium |
|
Treasury
shares |
|
Retained
losses |
|
Translation
differences |
|
Hedge
accounting effects |
|
Stock-based
compensation |
|
Total
owners of the parent company |
|
Total
equity |
Balance
at January 1, 2021 |
49 |
|
613,619 |
|
(12,312) |
|
(178,988) |
|
(280,715) |
|
(37,360) |
|
15,383 |
|
119,676 |
|
119,676 |
Comprehensive
income/(loss) for the period |
- |
|
- |
|
- |
|
(46,601) |
|
(41,193) |
|
(3,730) |
|
- |
|
(91,524) |
|
(91,524) |
Loss
for the period |
- |
|
- |
|
- |
|
(46,601) |
|
- |
|
- |
|
- |
|
(46,601) |
|
(46,601) |
Other
comprehensive income/(loss), net of taxes |
- |
|
- |
|
- |
|
- |
|
(41,193) |
|
(3,730) |
|
- |
|
(44,923) |
|
(44,923) |
Stock-based
compensation |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
5,198 |
|
5,198 |
|
5,198 |
Shares
delivered |
- |
|
3,975 |
|
(37) |
|
- |
|
- |
|
- |
|
(3,938) |
|
- |
|
- |
Acquisition
of treasury shares |
- |
|
- |
|
(878) |
|
- |
|
- |
|
- |
|
- |
|
(878) |
|
(878) |
Monetary
correction caused by hyperinflation |
- |
|
- |
|
- |
|
(1,254) |
|
- |
|
- |
|
- |
|
(1,254) |
|
(1,254) |
Balance
at September 30, 2021 (*) |
49 |
|
617,594 |
|
(13,227) |
|
(226,843) |
|
(321,908) |
|
(41,090) |
|
16,643 |
|
31,218 |
|
31,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the interim condensed
consolidated financial information. |
|
|
ATENTO
S.A. AND SUBSIDIARIES |
INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
For
the nine months ended September 30, 2020 and 2021 |
(In
thousands of U.S. dollars, unless otherwise
indicated) |
|
|
|
|
|
For the nine months ended
September 30,
|
|
2020 |
|
2021 |
|
(unaudited) |
Operating
activities |
|
|
|
Loss
before income tax |
(39,079) |
|
(29,850) |
Adjustments
to reconcile loss before income tax to net cash flows: |
|
|
|
Amortization
and depreciation |
90,183 |
|
89,771 |
Changes
in trade provisions |
3,502 |
|
(965) |
Share-based
payment expense |
3,120 |
|
8,381 |
Change
in provisions |
22,013 |
|
14,167 |
Losses
on disposal of property, plant and equipment |
(512) |
|
(614) |
Losses
on disposal of financial assets |
136 |
|
203 |
Finance
income |
(13,013) |
|
(11,502) |
Finance
costs |
51,596 |
|
64,659 |
Change
in fair value of financial instruments |
- |
|
41,208 |
Net
foreign exchange differences |
18,095 |
|
(13,219) |
Changes
in other (gains)/losses and own work capitalized |
(718) |
|
(339) |
|
174,402 |
|
191,750 |
Changes
in working capital: |
|
|
|
Changes
in trade and other receivables |
(13,131) |
|
(52,421) |
Changes
in trade and other payables |
7,461 |
|
45,831 |
Other
assets/(payables) |
(15,015) |
|
(33,844) |
|
(20,685) |
|
(40,434) |
|
|
|
|
Interest
paid |
(42,351) |
|
(54,864) |
Interest
received |
11,700 |
|
11,771 |
Income
tax paid |
(7,289) |
|
(17,127) |
Other
payments |
(8,496) |
|
(20,149) |
|
(46,436) |
|
(80,369) |
Net
cash flows from operating activities |
68,202 |
|
41,097 |
Investing
activities |
|
|
|
Payments
for acquisition of intangible assets |
(5,348) |
|
(1,021) |
Payments
for acquisition of property, plant and equipment |
(21,967) |
|
(32,985) |
Payments
for financial instruments |
(37) |
|
(1,780) |
Net
cash flows used in investing activities |
(27,352) |
|
(35,786) |
Financing
activities |
|
|
|
Proceeds
from borrowing from third parties |
109,635 |
|
501,767 |
Repayment
of borrowing from third parties |
(41,043) |
|
(523,182) |
Payments
of lease liabilities |
(31,513) |
|
(35,746) |
Acquisition
of treasury shares |
(918) |
|
(878) |
Net
cash flows provided by/(used in) financing
activities |
36,161 |
|
(58,039) |
Net
increase/(decrease) in cash and cash equivalents |
77,011 |
|
(52,728) |
Foreign
exchange differences |
(5,112) |
|
(10,612) |
Cash
and cash equivalents at beginning of period |
124,706 |
|
208,994 |
Cash
and cash equivalents at end of period |
196,605 |
|
145,654 |
|
|
|
|
The
accompanying notes are an integral part of the interim condensed
consolidated financial information.
|
NOTES TO THE INTERIM
CONDENSED CONSOLIDATED FINANCIAL INFORMATION FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2021
1. COMPANY
ACTIVITY AND CORPORATE INFORMATION
(a) Description of business
Atento S.A. (the “Company”) and its subsidiaries (“Atento Group”)
offer customer relationship management services to their clients
through contact centers or multichannel platforms.
The Company was incorporated on March 5, 2014 under the laws of the
Grand Duchy of Luxembourg. Its current registered office in
Luxembourg is 1, rue Hildegard Von Bingen, L-1282, Luxembourg.
The majority direct shareholders of the Company are Mezzanine
Partners II Offshore Lux Sarl II, Mezzanine Partners II Onshore Lux
Sarl II, Mezzanine Partners II Institutional Lux Sarl II, Mezzanine
Partners II AP LUX SARL II, Chesham Investment Pte Ltd. and Taheebo
Holdings LLC, Arch Reinsurance Ltd.
The Company may act as the guarantor of loans and securities, as
well as assisting companies in which it holds direct or indirect
interests or that form part of its group. The Company may secure
funds, with the exception of public offerings, through any kind of
lending, or through the issuance of bonds, securities or debt
instruments in general.
The Company may also carry on any commercial, industrial,
financial, real estate business or intellectual property related
activity that it deems necessary to meet the aforementioned
corporate purposes.
The corporate purpose of its subsidiaries, with the exception of
the intermediate holding companies, is to establish, manage and
operate CRM centers through multichannel platforms; provide
telemarketing, marketing and “call center” services through service
agencies or in any other format currently existing or which may be
developed in the future by the Atento Group; provide
telecommunications, logistics, telecommunications system
management, data transmission, processing and internet services and
to promote new technologies in these areas; offer consultancy and
advisory services to clients in all areas in connection with
telecommunications, processing, integration systems and new
technologies, and other services related to the above. The
Company’s ordinary shares are traded on NYSE under the symbol
“ATTO”.
The interim condensed consolidated financial information was
approved by the Board of Directors on November 5, 2021.
(b) Seasonality
Our performance is subject to seasonal fluctuations, which is
primarily due to (i) our clients generally spending less in the
first quarter of the year after the year -end holiday season, (ii)
the initial costs to train and hire new employees at new service
delivery centers to provide additional services to our clients
which are usually incurred in the first quarter of the year, and
(iii) statutorily mandated minimum wage and salary increases of
operators, supervisors and coordinators in many of the countries in
which we operate which are generally implemented at the beginning
of the first quarter of each year, whereas revenue increases
related to inflationary adjustments and contracts negotiations
generally take effect after the first quarter. We have also found
that growth in our revenue increases in the last quarter of the
year, especially in November and December, as the year-end holiday
season begins and we have an increase in business activity
resulting from the handling of holiday season promotions offered by
our clients. These seasonal effects also cause differences in
revenue and expenses among the various quarters of any year, which
means that the individual quarters of a year should not be directly
compared with each other or used to predict annual operating
results.
2. BASIS OF PRESENTATION OF THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
The interim condensed consolidated financial information for the
nine months ended September 30, 2021 has been prepared in
accordance with IAS 34 - Interim Financial Reporting as issued by
the International Accounting Standards Board (“IASB”) prevailing at
September 30, 2021.
The information does not have all disclosure requirements for the
presentation of full annual financial statements and thus should be
read in conjunction with the consolidated financial statements
prepared in accordance with International Financial Reporting
Standards (“IFRS”) for the year ended December
31, 2020. The interim condensed consolidated financial
information have been prepared on a historical costs basis, except
for Argentina that is adjusted for inflation as required by IAS 29
Financial Reporting in Hyperinflationary Economies in Argentina,
and derivative financial instruments, which have been measured at
fair value. The interim condensed consolidated financial
information is for the Atento Group.
The figures in this interim condensed consolidated financial
information are expressed in thousands of U.S. dollars, and all
values are rounded to the nearest thousand, unless otherwise
indicated. U.S. Dollar is the Atento Group’s presentation
currency.
3. ACCOUNTING POLICIES
There were no significant changes in accounting policies and
calculation methods used for the interim condensed consolidated
financial information as of September 30, 2021 in relation to those
presented in the annual financial statements for the year ended
December 31, 2020.
a) Critical accounting estimates and
assumptions
The preparation of the interim condensed consolidated financial
information under IAS 34 requires the use of certain assumptions
and estimates that affect the recognized amount of assets,
liabilities, income and expenses, as well as the related
disclosures.
Some of the accounting policies applied in preparing the
accompanying interim condensed consolidated financial information
required Management to apply significant judgments in order to
select the most appropriate assumptions for determining these
estimates. These assumptions and estimates are based on Management
experience, the advice of consultants and experts, forecasts and
other circumstances and expectations prevailing at year end.
Management’s evaluation takes into account the global economic
situation in the sector in which the Atento Group operates, as well
as the future outlook for the business. By virtue of their nature,
these judgments are inherently subject to uncertainty.
Consequently, actual results could differ substantially from the
estimates and assumptions used. Should this occur, the values of
the related assets and liabilities would be adjusted
accordingly.
Although these estimates were made on the basis of the best
information available at each reporting date on the events
analyzed, events that take place in the future might make it
necessary to change these estimates in coming years. Changes in
accounting estimates would be applied prospectively in accordance
with the requirements of IAS 8, “Accounting Policies, Changes in
Accounting Estimates and Errors”, recognizing the effects of the
changes in estimates in the related interim condensed consolidated
statements of operations.
An explanation of the estimates and judgments that entail a
significant risk of leading to a material adjustment in the
carrying amounts of assets and liabilities in the coming financial
period is as follows:
Impairment of goodwill
The Atento Group tests goodwill for impairment annually, in
accordance with the accounting principle disclosed in the
consolidated financial statements for the year ended December 31,
2020. Goodwill is subject to impairment testing as part of the
cash-generating unit to which it has been allocated. The
recoverable amounts of cash-generating units defined in order to
identify potential impairment in goodwill are determined on
the basis of value in use, applying five-year financial forecasts
based on the Atento Group’s strategic plans, approved and reviewed
by Management. These calculations entail the use of assumptions and
estimates and require a significant degree of judgment. The main
variables considered in the sensitivity analyses are growth rates,
discount rates using the Weighted Average Cost of Capital (“WACC”)
and the key business variables.
Deferred taxes
The Atento Group assesses the recoverability of deferred tax assets
based on estimates of future earnings. The ability to recover these
deferred amounts depends ultimately on the Atento Group’s ability
to generate taxable earnings over the period in which the deferred
tax assets remain deductible. This analysis is based on the
estimated timing of the reversal of deferred tax liabilities, as
well as estimates of taxable earnings, which are sourced from
internal projections and are continuously updated to reflect the
latest trends.
The appropriate classification of tax assets and liabilities
depends on a series of factors, including estimates as to the
timing and realization of deferred tax assets and the projected tax
payment schedule. Actual income tax receipts and payments could
differ from the estimates made by the Atento Group as a result of
changes in tax legislation or unforeseen transactions that could
affect the tax balances.
The Atento Group has recognized deferred tax assets corresponding
to losses carried forward since, based on internal projections, it
is probable that it will generate future taxable profits against
which they may be utilized.
The carrying amount of deferred income tax assets is reviewed at
each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of that deferred tax asset to be utilized. Unrecognized
deferred income tax assets are reassessed at each reporting date
and are recognized to the extent that it has become probable that
future taxable profits will allow the deferred tax asset to be
recovered.
Provisions and contingencies
Provisions are recognized when the Atento Group has a present
obligation as a result of a past event, it is probable that an
outflow of resources will be required to settle the obligation and
a reliable estimate can be made of the amount of the obligation.
This obligation may be legal or constructive, deriving from, inter
alia, regulations, contracts, customary practice or public
commitments that would lead third parties to reasonably expect that
the Atento Group will assume certain responsibilities. The amount
of the provision is determined based on the best estimate of the
outflow of resources embodying economic benefit that will be
required to settle the obligation, taking into account all
available information as of the reporting date, including the
opinions of independent experts such as legal counsel or
consultants.
No provision is recognized if the amount of liability cannot be
estimated reliably. In such cases, the relevant information is
disclosed in the notes to the interim condensed consolidated
financial information.
Given the uncertainties inherent in the estimates used to determine
the amount of provisions, actual outflows of resources may differ
from the amounts recognized originally on the basis of these
estimates.
Fair value of derivatives
The Atento Group uses derivative financial instruments to mitigate
risks, primarily derived from possible fluctuations in interest and
exchange rates. Derivatives are recognized at the inception of the
contract at fair value.
The fair values of derivative financial instruments are calculated
on the basis of observable market data available, either in terms
of market prices or through the application of valuation
techniques. The valuation techniques used to calculate the fair
value of derivative financial instruments include the discounting
of future cash flow associated with the instruments, applying
assumptions based on market conditions at the valuation date or
using prices established for similar instruments, among others.
These estimates are based on available market information and
appropriate valuation techniques. The fair values calculated could
differ significantly if other market assumptions and/or estimation
techniques were applied.
Update On COVID-19
The estimates and assumptions included in the financial statements
include our assessment of potential impacts arising from the
COVID-19 pandemic that may affect the amounts reported and the
accompanying notes. To-date, no significant impacts on our
collection experience and expected credit losses have been noted
and we do not currently anticipate any material impairments of our
long-lived assets or of our indefinite-lived intangible assets as a
result of the COVID-19 pandemic. We will continue to monitor the
impacts and will prospectively revise our estimates as
appropriate.
b) Standards issued but not yet
effective
There are no other standards that are not yet effective and that
would be expected to have a material impact on the Atento Group in
the current or future reporting periods and on foreseeable future
transactions.
4. MANAGEMENT OF FINANCIAL RISK
4.1 Financial risk factors
The Atento Group's activities are exposed to various types of
financial risks: market risk (including currency risk, interest
rate risk and country risk), credit risk and liquidity risk. The
Atento Group's global risk management policy aims to minimize the
potential adverse effects of these risks on the Atento Group's
results of operations. The Atento Group also uses derivative
financial instruments to hedge certain risk exposures.
This unaudited interim condensed consolidated financial information
does not include all financial risk management information and
disclosures required in the annual financial statements and
therefore they should be read in conjunction with the Atento
Group’s consolidated financial statements as of and for the year
ended December 31, 2020. For the nine months ended September 30,
2021 there have not been changes in any risk management
policies.
Country Risk
To manage or mitigate country risk, we repatriate the funds
generated in the Americas and Brazil that are not required for the
pursuit of new profitable business opportunities in the region and
subject to the restrictions of our financing agreements.
Interest Rate Risk
Interest rate risk arises mainly as a result of changes in interest
rates which affect: finance costs of debt bearing interest at
variable rates (or short-term maturity debt expected to be
renewed), as a result of fluctuations in interest rates, and the
value of non-current liabilities that bear interest at fixed
rates.
Atento Group’s finance costs are exposed to fluctuation in interest
rates. At September 30, 2021, 3.1% of financial debt with third
parties bore interests ate variable rates, while at December 31,
2020 this amount was 4.5%. In both December 31, 2020 and September
30, 2021, the exposure was to the Brazilian CDI rate and the TJLP
(Brazilian Long-Term Interest Rate).
The Atento Group’s policy is to monitor the exposure to interest at
risk. As of September 30, 2021, there were no outstanding interest
rate hedging instruments.
Foreign Currency Risk
Our foreign currency risk arises from our local currency revenues,
receivables and payables while the U.S. dollar is our presentation
currency. We benefit to a certain degree from the fact that the
revenue we collect in each country, in which we have operations, is
generally denominated in the same currency as the majority of the
expenses we incur.
In accordance with our risk management policy, whenever we deem it
appropriate, we manage foreign currency risk by using derivatives
to hedge any exposure incurred in currencies other than those of
the functional currency of the countries.
The main source of our foreign currency risk is related to the
Senior Secured Notes due 2026 denominated in U.S. dollars. Upon
issuance of the Notes, we entered into cross-currency swaps
pursuant to which we exchange an amount of U.S. dollars for a fixed
amount of Euro, Peruvian Soles and Brazilian Reais. The total
amount of interest (coupon) payments are covered until maturity
date and 80% of principal is covered until February 2024.
On February 10, 2021, Atento Luxco 1 S.A., closed an offering of
500,000 thousand U.S. dollars aggregate principal amount of 8.0%
Senior Secured Notes due February 10, 2026 in a private placement
transaction.
On February 17, 2021, Atento Luxco 1 S.A. purchased 275,815
thousand U.S. dollars of its 6.125% Senior Secured Notes due 2022
in a tender offer. The notes were purchased at a price equal to
1,015.31 U.S. dollars per 1,000 U.S. dollars principal amount.
On February 18, 2021, Atento Luxco 1 S.A redeemed the remainder
224,185 thousand U.S. dollars of its 6.125% Senior Secured Notes
due2022. The redemption price was equal to 1,015.31 U.S. dollars
per 1,000 U.S. dollars principal amount, plus accrued and unpaid
interest on the principal amount of the Notes, which was equal to
1,016.67 U.S. dollars per 1,000 U.S. dollars principal amount.
With these transactions, the Company completed the refinancing of
all 500,000 thousand U.S. dollars aggregate principal amount of its
6.125% Senior Secured Notes due 2022, extending the Company’s
average life to 4.5 years from 1.5 years.
As of September 30, 2021, the estimated fair value of the
cross-currency swaps totaled a net liability of 41,713 thousand
U.S. dollars (net asset of 5,868 thousand U.S. dollars as of
December 31, 2020).
Credit Risk
The Atento Group seeks to conduct all of its business with
reputable national and international companies and institutions
established in their countries of origin, to minimize credit risk.
As a result of this policy, the Atento Group has no material
adjustments to make to its credit accounts.
Accordingly, the Atento Group’s commercial credit risk management
approach is based on continuous monitoring of the risks assumed and
the financial resources necessary to manage the Group’s various
units, in order to optimize the risk-reward relationship in the
development and implementation of business plans in the course of
their regular business.
Credit risk arising from cash and cash equivalents is managed by
placing cash surpluses in high quality and highly liquid
money-market assets. These placements are regulated by a master
agreement revised annually on the basis of the conditions
prevailing in the markets and the countries where Atento operate.
The master agreement establishes: (i) the maximum amounts to be
invested per counterparty, based on their ratings (long- and
short-term debt rating); (ii) the maximum period of the investment;
and (iii) the instruments in which the surpluses may be
invested.
The Atento Group’s maximum exposure to credit risk is primarily
limited to the carrying amounts of its financial assets. The Atento
Group holds no guarantees as collection insurance.
Liquidity Risk
The Atento Group seeks to match its debt maturity schedule to its
capacity to generate cash flows to meet the payments falling due,
factoring in a degree of cushion. In practice, this has meant that
the Atento Group’s average debt maturity must be long enough to
support business operation normal conditions (assuming that
internal projections are met).
Capital Management
The Atento Group’s Finance Department, which is in charge of the
capital management, takes various factors into consideration when
determining the Group’s capital structure.
The Atento Group’s capital management goal is to determine the
financial resources necessary both to continue its recurring
activities and to maintain a capital structure that optimizes own
and borrowed funds.
The Atento Group sets an optimal debt level in order to maintain a
flexible and comfortable medium-term borrowing structure in order
to be able to carry out its routine activities under normal
conditions and to address new opportunities for growth. Debt levels
are kept in line with forecast future cash flows and with
quantitative restrictions imposed under financing contracts.
In addition to these general guidelines, we take into account other
considerations and specifics when determining our financial
structure, such as country risk, tax efficiency and volatility in
cash flow generation.
The Super Senior Revolving Credit Facility carries no financial
covenant obligations regarding debt levels. However, the notes do
impose limitations of the distributions on dividends, payments or
distributions to shareholders, the incurring of additional debt,
and on investments and disposal of assets.
As of the date of these interim condensed consolidated financial
information, the Atento Group was in compliance with all
restrictions established in the aforementioned financing contracts
and does not foresee any future non-compliance. To that end, the
Atento Group regularly monitors figures for net financial debt with
third parties and EBITDA.
4.2
Fair value estimation
a) |
Level
1: The fair value of financial instruments traded on active markets
is based on the quoted market price at the reporting
date. |
b) |
Level
2: The fair value of financial instruments not traded in active
market (i.e. OTC derivatives) is determined using valuation
techniques. Valuation techniques maximize the use of available
observable market data, and place as little reliance as possible on
specific company estimates. If all of the significant inputs
required to calculate the fair value of financial instrument
are observable, the instrument is classified in Level 2. The Atento
Group’s Level 2 financial instruments comprise interest rate swaps
used to hedge floating rate loans and cross currency
swaps. |
c) |
Level
3: If one or more significant inputs are not based on observable
market data, the instrument is classified in Level 3. |
The Atento Group’s assets and liabilities measured at fair value as
of December 31, 2020 and September 30, 2021 are classified as Level
2. No transfers were carried out between the different levels
during the period.
5. SEGMENT INFORMATION
The following tables present financial information for the Atento
Group’s operating segments for the nine months ended September 30,
2020 and 2021 (in thousand U.S. dollars):
For
the nine months ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
Thousands
of U.S. dollars |
|
EMEA |
|
Americas |
|
Brazil |
|
Other
and eliminations |
|
Total
Group |
|
(unaudited) |
Sales
to third parties |
168,467 |
|
418,702 |
|
451,436 |
|
- |
|
1,038,605 |
Sales
to group companies |
5 |
|
7,422 |
|
1,017 |
|
(4,376) |
|
4,068 |
Other
operating income and expense |
(160,626) |
|
(389,204) |
|
(402,076) |
|
17,015 |
|
(934,891) |
EBITDA |
7,846 |
|
36,920 |
|
50,377 |
|
12,639 |
|
107,782 |
Depreciation
and amortization |
(9,142) |
|
(33,260) |
|
(47,546) |
|
(235) |
|
(90,183) |
Operating
profit/(loss) |
(1,296) |
|
3,660 |
|
2,831 |
|
12,404 |
|
17,599 |
Financial
results |
533 |
|
(6,396) |
|
(33,872) |
|
(16,943) |
|
(56,678) |
Income
tax |
(585) |
|
(5,217) |
|
9,667 |
|
(3,641) |
|
224 |
Profit/(loss)
for the period |
(1,348) |
|
(7,953) |
|
(21,374) |
|
(8,180) |
|
(38,855) |
EBITDA |
7,846 |
|
36,920 |
|
50,377 |
|
12,639 |
|
107,782 |
Capital
expenditure |
3,035 |
|
6,375 |
|
14,122 |
|
(101) |
|
23,431 |
Intangible,
Goodwill and PP&E (as of December 31, 2020) |
43,794 |
|
150,046 |
|
232,930 |
|
494 |
|
427,264 |
Allocated
assets (as of December 31, 2020) |
377,634 |
|
521,300 |
|
560,476 |
|
(297,535) |
|
1,161,875 |
Allocated
liabilities (as of December 31, 2020) |
132,791 |
|
280,691 |
|
476,192 |
|
182,947 |
|
1,072,621 |
For
the nine months ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
Thousands
of U.S. dollars |
|
EMEA |
|
Americas |
|
Brazil |
|
Other
and eliminations |
|
Total
Group |
|
(unaudited) |
Sales
to third parties |
192,162 |
|
473,161 |
|
456,580 |
|
- |
|
1,121,903 |
Sales
to group companies |
- |
|
3,033 |
|
705 |
|
(3,665) |
|
73 |
Other
operating income and expense |
(173,265) |
|
(431,001) |
|
(393,188) |
|
16,545 |
|
(980,909) |
EBITDA |
18,897 |
|
45,193 |
|
64,097 |
|
12,880 |
|
141,067 |
Depreciation
and amortization |
(9,564) |
|
(34,711) |
|
(45,349) |
|
(147) |
|
(89,771) |
Operating
profit/(loss) |
9,333 |
|
10,482 |
|
18,748 |
|
12,733 |
|
51,296 |
Financial
results |
(2,099) |
|
(2,149) |
|
(25,717) |
|
(51,181) |
|
(81,146) |
Income
tax |
(6,053) |
|
(7,733) |
|
1,392 |
|
(4,357) |
|
(16,751) |
Profit/(loss)
for the period |
1,181 |
|
600 |
|
(5,577) |
|
(42,805) |
|
(46,601) |
EBITDA |
18,897 |
|
45,193 |
|
64,097 |
|
12,880 |
|
141,067 |
Capital
expenditure |
3,826 |
|
10,640 |
|
33,425 |
|
(1) |
|
47,890 |
Intangible,
Goodwill and PP&E (as of September 30, 2021) |
41,269 |
|
140,789 |
|
225,324 |
|
325 |
|
407,707 |
Allocated
assets (as of September 30, 2021) |
372,794 |
|
532,518 |
|
517,773 |
|
(311,401) |
|
1,111,684 |
Allocated
liabilities (as of September 30, 2021) |
139,798 |
|
328,328 |
|
438,876 |
|
173,464 |
|
1,080,466 |
"Other and eliminations" includes activities of the intermediate
holding in Spain (Atento Spain Holdco, S.L.U.), Luxembourg
holdings, as well as inter-group transactions between segments.
6. INTANGIBLE ASSETS
The following table presents the breakdown of intangible assets
between December 31, 2020 and September 30, 2021:
|
Thousands
of U.S. dollars |
|
Balance
at December 31, 2020 |
Additions |
Disposals |
Reclassifications
between Intangible and PP&E |
Translation
differences |
Hyperinflation
Adjustments |
Balance
at September 30, 2021 |
Cost |
|
|
|
|
|
|
|
Development |
3,101 |
233 |
- |
- |
(80) |
196 |
3,450 |
Customer
base |
243,341 |
- |
- |
- |
9,378 |
3,211 |
255,930 |
Software |
188,117 |
2,718 |
(14,332) |
13,324 |
(16,024) |
1,531 |
175,334 |
Other
intangible assets |
56,958 |
- |
(1,907) |
- |
(24,153) |
194 |
31,092 |
Work
in progress |
75 |
174 |
(21) |
- |
(112) |
- |
116 |
Total
cost |
491,592 |
3,125 |
(16,260) |
13,324 |
(30,991) |
5,132 |
465,922 |
Accumulated
amortization |
|
|
|
|
|
|
|
Development |
(1,335) |
(123) |
- |
- |
163 |
(195) |
(1,490) |
Customer
base |
(172,005) |
(16,301) |
693 |
- |
(3,079) |
(2,932) |
(193,624) |
Software |
(140,858) |
(17,787) |
14,311 |
- |
10,853 |
(1,053) |
(134,534) |
Other
intangible assets |
(45,715) |
(1,403) |
1,908 |
- |
15,708 |
(194) |
(29,696) |
Total
accumulated amortization |
(359,913) |
(35,614) |
16,912 |
- |
23,645 |
(4,374) |
(359,344) |
Impairment |
(25,037) |
- |
- |
- |
1,412 |
- |
(23,625) |
Net
intangible assets |
106,643 |
(32,489) |
652 |
13,324 |
(5,934) |
758 |
82,954 |
The main changes in intangible assets between the nine-month period
ended September 30, 2021 and the year ended the December 31, 2020
are related to amortization of period and the negative impact of
exchange variance.
7. GOODWILL
Goodwill was mainly generated on December 1, 2012 from the
acquisition of the Customer Relationship Management (“CRM”)
business from Telefónica, S.A. and on December 30, 2014 from the
acquisition of Casa Bahia Contact Center Ltda. (“CBCC”). On
September 2, 2016, additional goodwill was generated from the
acquisition of RBrasil, and on June 9, 2017 an additional goodwill
from the acquisition of Interfile in the amount of 8,400 thousand
U.S. dollars was recorded in Brazil.
The breakdown and changes in goodwill between December 31, 2020 and
September 30, 2021 are as follow:
|
Thousands
of U.S. dollars |
|
12/31/2020 |
|
Hyperinflation |
|
Translation
differences
|
|
9/30/2021 |
Peru |
27,103 |
|
- |
|
(3,355) |
|
23,748 |
Chile |
16,245 |
|
- |
|
(1,867) |
|
14,378 |
Colombia |
5,463 |
|
- |
|
(573) |
|
4,890 |
Mexico |
1,820 |
|
- |
|
(58) |
|
1,762 |
Brazil |
50,790 |
|
- |
|
(2,266) |
|
48,524 |
Argentina |
1,593 |
|
17,109 |
|
(16,858) |
|
1,844 |
Total |
103,014 |
|
17,109 |
|
(24,977) |
|
95,146 |
|
|
|
|
|
|
|
|
The variations of amounts related to the period ended December 31,
2020 and September 30, 2021 are mainly related to exchange variance
of Argentine Peso against the U.S. dollar.
8. PROPERTY, PLANT AND EQUIPMENT (PP&E)
The following table presents the breakdown of property, plant and
equipment between December 31, 2020 and September 30, 2021:
|
Thousands
of U.S. dollars |
|
Balance
at December 31, 2020 |
Reclassification
to right-of-use assets |
Additions |
Disposals |
Transfers |
Reclassifications
between Intangible and PP&E |
Translation
differences |
Hyperinflation
Adjustments
|
Balance
at September 30, 2021 |
Cost |
|
|
|
|
|
|
|
|
|
Buildings |
15,824 |
- |
48 |
- |
(797) |
- |
(1,165) |
- |
13,910 |
Plant
and machinery |
4,519 |
- |
40 |
- |
(1,208) |
- |
(88) |
23 |
3,286 |
Furniture,
tools and other tangible assets |
315,448 |
558 |
4,912 |
(39,433) |
11,298 |
4,870 |
(20,673) |
5,906 |
282,886 |
PP&E
under construction |
14,070 |
(9,237) |
39,765 |
(2,041) |
(10,975) |
(18,194) |
(688) |
- |
12,700 |
Total
cost |
349,861 |
(8,679) |
44,765 |
(41,474) |
(1,682) |
(13,324) |
(22,614) |
5,929 |
312,782 |
Accumulated
depreciation |
|
|
|
|
|
|
|
|
|
Buildings |
(4,586) |
- |
(150) |
- |
(2,969) |
- |
281 |
- |
(7,424) |
Plant
and machinery |
(8,265) |
- |
(237) |
14 |
4,804 |
- |
579 |
(24) |
(3,129) |
Furniture,
tools and other tangible assets |
(246,122) |
(423) |
(17,947) |
39,398 |
(153) |
- |
17,129 |
(5,521) |
(213,639) |
Total
accumulated depreciation |
(258,973) |
(423) |
(18,334) |
39,412 |
1,682 |
- |
17,989 |
(5,545) |
(224,192) |
Property,
plant and equipment |
90,888 |
(9,102) |
26,431 |
(2,062) |
- |
(13,324) |
(4,625) |
384 |
88,590 |
The variations of amounts related to the period ended December 31,
2020 and September 30, 2021 are related mainly to the negative
impact of exchange variance, due to Brazilian Real and Argentine
Peso devaluation against the U.S. dollar.
9. LEASES
The Atento Group holds the following right-of-use assets:
|
|
Thousands
of U.S. dollars |
|
|
Net
carrying amount of asset |
|
|
12/31/2020 |
|
9/30/2021 |
Furniture,
tools and other tangible assets |
|
9,518 |
|
14,714 |
Buildings |
|
128,324 |
|
126,303 |
Total |
|
137,842 |
|
141,017 |
Leases are shown as follow in the balance sheet between December
31, 2020 and September 30, 2021:
|
|
December
31, 2020 |
|
Additions/
(Disposals)
|
|
Reclassification
between PPEQ and right-of-use assets |
|
Translation
difference |
|
September
30, 2021 |
Assets |
|
|
|
|
|
|
|
|
|
|
Right-of-use
assets |
|
237,651 |
|
14,439 |
|
8,679 |
|
(38,874) |
|
221,895 |
(-)
Accumulated depreciation |
|
(99,809) |
|
(34,714) |
|
423 |
|
53,222 |
|
(80,878) |
Total |
|
137,842 |
|
(20,275) |
|
9,102 |
|
14,348 |
|
141,017 |
10.
Equity
Share capital
As of September 30, 2021, share capital stood at 49 thousand U.S
dollars, equivalent to €33,979 (49 thousand U.S. dollars,
equivalent to €33,979 as of December 31, 2020), divided into
15,000,000 shares (15,000,000 shares in December 31, 2020).
On July 28, 2020, an extraordinary shareholder’s meeting approved
the reverse share split of 75,406,357 ordinary shares without
nominal value, representing the entire share capital of the
Company, into 15,000,000 ordinary shares without nominal value
using a ratio of 5.027090466672970, and subsequently amending
article 5 of the articles of association of the Company.
Mezzanine Partners II Offshore Lux Sarl II, Mezzanine Partners II,
Onshore Lux Sarl II, Mezzanine Partners II Institutional Lux Sarl
II and Mezzanine Partners II AP LUX SARL II, owns 25.36%; Chesham
Investment Pte Ltd. owns 21.85%, and Taheebo Holdings LLC owns
14,87% of ordinary shares of Atento S.A.
Share premium
The share premium refers to the difference between the subscription
price that the shareholders paid for the shares and their nominal
value. Since this is a capital reserve, it can only be used to
increase capital, offset losses, redeem, reimburse or repurchase
shares.
On January 2, 2020, the Company vested the total of 1,305,065
TRSUs, issued by treasury shares, with an impact in share premium
of 5,842 thousand of U.S. dollars. On January 4, 2021, the Company
vested the total of 149,154 TRSUs, issued by treasury shares, and
on August 3, 2021, the Company vested the total of 493,871 SOPs,
being exercised 92,065 SOPs, issued by treasury shares, with a
total impact in share premium of 3,975 thousand of U.S.
dollars.
Treasury shares
In 2020, as a result of the vesting of 1,305,065 TRSUs
(corresponding to 259,606 shares of the reserve share split),
Atento S.A. had 4,226,592 shares in treasury (corresponding to
840,763 shares of the reserve share split).
As of July 28, 2020, Atento S.A. announced a reverse share split
that converted the Company’s entire share capital of 75,406,357
into15,000,000 shares. At that time Atento S.A. had 4,771,076
shares on treasury that became 949,073.
Considering the reverse share split basis, during 2020, Atento S.A.
repurchased 169,739 shares at a cost of 1,337 thousand of U.S.
dollars and an average price of $7.87. As of September 30, 2021,
Atento S.A. had 850,808 shares in treasury (1,010,502 shares as of
December 31, 2020, in the reverse share split basis).
Legal reserve
According to commercial legislation in Luxembourg, Atento S.A. must
transfer 5% of its year profits to legal reserve until the amount
reaches 10% of share capital. The legal reserve cannot be
distributed.
On February 26, 2020, the Board of Directors has proposed the
allocation to legal reserve of the amount of sixty-seven with
forty-seven cents Euros (EUR 67.47).
At July 28, 2020, the Annual Meeting resolves to (i) allocate the
amount of EUR 67.47 to the legal reserve of the Company out of the
profit of EUR 1,071,315.52 and (ii) to carry forward the remaining
amount of the profit to the next financial year.
At September 30, 2021, no legal reserve had been established,
mainly due to the losses incurred by Atento S.A.
Hedge accounting effects
The Company records all derivatives on the balance sheet at fair
value. The accounting for changes in the fair value of derivatives
depends on the intended use of the derivative, whether the Company
has elected to designate a derivative in a hedging relationship and
apply hedge accounting and whether the hedging relationship has
satisfied the criteria necessary to apply hedge accounting.
Derivatives designated and qualifying as hedges of the foreign
currency exposure of a net investment in a foreign operation are
considered net investment hedges. The Company may enter into
derivative contracts that are intended to economically hedge
certain of its risk, even though hedge accounting does not apply or
the Company elects not to apply hedge accounting.
Certain of the Company’s derivatives are designated as net
investment hedges of a portion of the Company’s net investments in
consolidated subsidiaries, using the forward method to assess and
measure hedge effectiveness. Other of the Company’s derivatives are
designated as net investment hedges of a portion of the Company’s
net investments in consolidated subsidiaries, using the spot method
to assess and measure hedge effectiveness. Net investment hedges
are recorded at fair value on the balance sheet, with the effective
portion of the derivative’s change in fair value being recorded in
Other Comprehensive Income. Certain derivative instruments do not
qualify for hedge accounting. Changes in the fair value of any
derivative instrument that does not qualify for hedge accounting
are recognized immediately in profit or loss and are included in
“Change in fair value of financial instruments”.
Translation differences
Translation differences reflect the differences arising on account
of exchange rate fluctuations when converting the net assets of
fully consolidated foreign companies from local currency into
Atento Group’s presentation currency (U.S. dollars).
Stock-based compensation
a) Description of share-based payment arrangements
The 2018 Plan
On July 2, 2018, Atento granted a new share-based payment
arrangement to directors, officers and other employees, for the
Company and its subsidiaries. The share-based payment had the
following arrangements:
|
1. |
Time
Restricted Stock Units (“RSUs”) (equity settled) |
• Grant date: July 2, 2018
• Amount: 1,065,220 RSUs
• Vesting period: 100% of the
RSUs vests on January 4, 2021
• There are no other vesting
conditions
The 5 Years Plan
On March 1, 2019, Atento granted a new share-based payment
arrangement to Board directors (a total of 238,663 RSUs) in a
one-time award with a five-year vesting period of 20% each
year.
|
1. |
Time
Restricted Stock Units (“RSU”) (equity settled) |
• Grant date: March 1, 2019
• Amount: 238,663 RSUs
• Vesting period: 20% of the
RSUs each year beginning on January 2, 2020 and last vested on
January 4, 2024
• There are no other vesting
conditions
The 2019 Plan
On June 3, 2019, Atento granted a new share-based payment
arrangement to directors, officers and other employees, for the
Company and its subsidiaries. The share-based payment had the
following arrangements:
|
1. |
Time
Restricted Stock Units (“RSU”) (equity settled) |
• Grant date: June 3, 2019
• Amount: 2,560,666 RSUs
• Vesting period: 100% of the
RSUs vests on January 3, 2022
• There are no other vesting
conditions
The 2020 Plan – Board and Extraordinary
On March 2, 2020, Atento granted a new share-based payment
arrangement to Board directors and an Extraordinary Grant for a
total in a one-time award with a one-year vesting period.
|
1. |
Time
Restricted Stock Units (“RSU”) (equity settled) |
• Grant date: March 2, 2020
• Amount: 153,846 and 16,722
RSUs
• Vesting period: 100% of the
RSUs vests on January 4, 2021
• There are no other vesting
conditions
The 2020 Plan – Stock Option
On August 3, 2020, Atento granted a new share-based payment
arrangement to directors, officers and other employees, for the
Company and its subsidiaries. The share-based payment is composed
by Stock Options with the following arrangements:
• |
Grant
date: August 3, 2020 |
• |
Vesting
period: 1/3 each year (August 3, 2021, August 3, 2022 and August 3,
2023) |
• |
Expiration
date: 4.5 years since the grant date or on February 3,
2025 |
• |
There
are no other vesting conditions |
On August 3, 2020, Atento granted a new share-based payment
arrangement to directors, officers and other employees, for the
Company and its subsidiaries. This payment is composed by a
Long-Term Performance Award with the following arrangements:
|
2. |
Long-Term Performance Award |
• |
Grant
date: August 3, 2020 |
• |
*Matching
shares Amount: USD 2,152,550 |
• |
Vesting
conditions: linked to the degree of achievement of the objective –
3-year average EBITDA margin (external view / as reported) and the
possibility to opt to receive part of this incentive in shares – at
least 50% (*with a 3-year holding restriction to receive the
additional matching shares) |
• |
There
are no other vesting conditions |
The 2020 Plan – Extraordinary SOP
On August 3, 2020, Atento granted a new share-based payment
arrangement to directors as an Extraordinary Grant for a total in a
one-time award with a three-year vesting period.
• |
Grant
date: August 3, 2020 |
• |
Vesting
period: 100% of the SOPs vests on August 3, 2023 |
• |
There
are no other vesting conditions |
As of January 4, 2021, a total of 149,154 TRSUs vested, which is
composed of 105,728 RSUs of the 2018 Plan granted on July 2, 2018,
30,604 RSUs of the Board of directors Plan granted on March 2,
2020, 3,327 RSUs of the Extraordinary Plan granted on March 2, 2020
and 9,495 RSUs of the 20% of the 5 Years Plan granted on March 1,
2019.
The 2021 Special Grant
On January 29, 2021, Atento granted a new share-based payment
arrangement to Board directors for a total in a one-time award with
a two-year performance conditions vesting period.
|
1. |
Performance Restricted Stock Units (“PRSU”)
(equity settled) |
• |
Grant
date: January 29, 2021 |
• |
Vesting
period: 100% of the PRSUs will vests on 2023 (50% subject to 2021
EBITDA’s achievement targets and 50% subject to 2022 EBITDA´s
achievement targets) |
• |
There
are no other vesting conditions. |
Board Grant 2021
On February 24, 2021, Atento granted a new share-based payment
arrangement to Board directors for a total in a one-time award with
a one-year vesting period.
|
1. |
Time
Restricted Stock Units (“RSU”) (equity settled) |
• |
Grant
date: February 24, 2021 |
• |
Vesting
period: 100% of the RSUs will vests on January 3, 2022 |
• |
There
are no other vesting conditions |
As of June 9, 2021, was issued a complementary grant of 3,204 new
RSUs, linked to a new appointment in the Board.
The 2021 Plan – Stock Option
On February 24, 2021, Atento granted a new share-based payment
arrangement to directors, officers and other employees, for the
Company and its subsidiaries. The share-based payment is composed
by Stock Options with the following arrangements:
• |
Grant
date: February 24, 2021 |
• |
Vesting
period: 1/3 each year (February 24, 2022, February 24, 2023 and
February 26, 2024) |
• |
Expiration
date: 4.5 years since the grant date or on August 25,
2025 |
• |
There
are no other vesting conditions |
As of September 1, 2021, was issued a new grant of 17,343 SOPs to a
new Board member.
On February 24, 2021, Atento granted a new share-based payment
arrangement to directors, officers and other employees, for the
Company and its subsidiaries. This payment is composed by a
Long-Term Performance Award with the following arrangements:
|
2. |
Long-Term Performance Award |
• |
Grant
date: February 24, 2021 |
• |
*Matching
shares Amount: USD 2,704,918.5 |
• |
Expiration
date: 4.5 years since the grant date or on August 25,
2025 |
• |
There
are no other vesting conditions |
As of September 1, 2021, was issued a new amount of USD 137,504 to
a new Board member.
On August 3, 2021, a total of 493,871 SOPs vested of the 2020 Plan
- Stock Option ("SOP"), which represents 1/3 of the Plan.
b) Measurement of fair value
The fair value of the RSUs, for all arrangements, has been measured
using the Black-Scholes model. For all arrangements are equity
settled and the fair value of RSUs is measured at grant date and
not remeasured subsequently.
c) Outstanding RSUs
On January 4, 2021, the Company vested the total of 149,154 TRSUs.
And on August 3, 2021, a total of 493,871 SOPs vested.
The
2018 Plan |
Time
RSU |
Outstanding
December 31, 2020 |
531,385 |
Outstanding
December 31, 2020 after Reverse Split
(**) |
105,728 |
Vested
after Reverse Split (**) |
(105,728) |
Outstanding
September 30, 2021 |
- |
|
|
The
2019 Plan – 5 Years |
Time
RSU |
Outstanding
December 31, 2020 |
190,930 |
Outstanding
December 31, 2020 after Reverse Split
(**) |
37,981 |
Vested
after Reverse Split (**) |
(9,495) |
Forfeited
(*) |
(24,530) |
Outstanding
September 30, 2021 |
3,956 |
|
|
The
2019 Plan |
Time
RSU |
Outstanding
December 31, 2020 |
2,138,442 |
Outstanding
December 31, 2020 after Reverse Split
(**) |
424,373 |
Forfeited
(*) |
(21,597) |
Outstanding
September 30, 2021 |
402,776 |
|
|
The
2020 Plan – Board and Extraordinary |
Time
RSU |
Outstanding
December 31, 2020 |
170,568 |
Outstanding
December 31, 2020 after Reverse Split
(**) |
33,931 |
Vested
after Reverse Split (**) |
(33,931) |
Outstanding
September 30, 2021 |
- |
|
|
The
2020 Plan – Stock Option |
SOP |
Outstanding
December 31, 2020 |
1,507,518 |
Forfeited
(*) |
(72,490) |
Vested |
(493,871) |
Outstanding
September 30, 2021 |
941,157 |
|
|
The
2020 Plan – Performance Award |
Performance
Award (USD) |
Outstanding
December 31, 2020 |
4,256,300 |
Forfeited
(*) |
(455,000) |
Outstanding
September 30, 2021 |
3,801,300 |
|
|
The
2020 Plan – Extraordinary SOP |
SOP |
Outstanding
December 31, 2020 |
195,000 |
Forfeited
(*) |
- |
Outstanding
September 30, 2021 |
195,000 |
|
|
The
2021 Special Grant |
Performance
RSU |
Granted
January 29, 2021 |
121,802 |
Forfeited
(*) |
- |
Outstanding
September 30, 2021 |
121,802 |
|
|
Board
Grant 2021 |
Time
RSU |
Granted
February 24, 2021 |
51,803 |
Complementary
Granted June 9, 2021 |
3,204 |
Forfeited (*) |
(10,072) |
Outstanding
September 30, 2021 |
44,935 |
|
|
The
2021 Plan – Stock Option |
SOP |
Granted
February 24, 2021 |
621,974 |
Complementary
granted September 1, 2021 |
17,343 |
Forfeited (*) |
(35,755) |
Outstanding
September 30, 2021 |
603,562 |
|
|
The
2021 Plan – Performance Award |
Performance
Award (USD) |
Granted
February 24, 2021 |
5,409,837 |
Complementary
granted September 1, 2021 |
137,504 |
Forfeited
(*) |
(364,247) |
Outstanding
September 30, 2021 |
5,183,094 |
|
|
(*)
RSUs are forfeited during the year due to employees failing to
satisfy the service conditions. |
|
(**)
Number of RSUs converted by the ratio of
5.027090466672970. |
|
d) Impacts in Profit or Loss
In the nine months ended September 30, 2021 8,878 thousand U.S.
dollars related to stock-based compensation and the related social
charges were recorded as employee benefit expenses.
11. FINANCIAL ASSETS
As of December 31, 2020 and September 30, 2021 all the
financial assets of the Company are classified as amortized cost,
and all Cross Currency Swaps are designated as Net Investment
Hedges to the extent they are eligible.
Credit risk arises from the possibility that the Atento Group might
not recover its financial assets at the amounts recognized and in
the established terms. Atento Group Management considers that the
carrying amount of financial assets is similar to the fair
value.
As of September 30, 2021, Atento Teleservicios España S.A., Atento
Brasil S.A. and Atento Colombia S.A. have entered into factoring
agreements without recourse, anticipating an amount of 132,759
thousand U.S. dollars, receiving cash net of discount, the related
trade receivables were realized and interest expenses was
recognized in the statement of operations. As of December 31, 2020,
Atento Teleservicios España S.A., Atento Chile S.A., Teleatento del
Perú S.A.C, Atento Brasil S.A. and Atento Mexico have entered into
factoring agreements without recourse, anticipating an amount of
117,295 thousand U.S. dollars, receiving cash net of discount, the
related trade receivables were realized and interest expenses was
recognized in the statement of operations.
Details of other financial assets as of December 31, 2020 and
September 30, 2021 are as follow:
|
Thousands
of U.S. dollars |
|
12/31/2020 |
|
9/30/2021 |
|
(audited) |
|
(unaudited) |
Other
non-current receivables (*) |
5,972 |
|
6,866 |
Non-current
guarantees and deposits |
32,220 |
|
29,392 |
Total
non-current |
38,192 |
|
36,258 |
Other
current receivables |
12 |
|
13 |
Current
guarantees and deposits |
1,146 |
|
1,023 |
Total
current |
1,158 |
|
1,036 |
Total |
39,350 |
|
37,282 |
(*) “Other non-current receivables” as of December 31, 2020 and
September 30, 2021 primarily comprise a loan granted by the
subsidiary RBrasil to third parties. The effective annual interest
rate is CDI + 3.75% p.a., maturity in five years beginning on May
4, 2017, when the value of the loan will be amortized in a single
installment.
The breakdown of “Trade and other receivables” as of December 31,
2020 and September 30, 2021 is as follows:
|
Thousands
of U.S. dollars |
|
12/31/2020 |
|
9/30/2021 |
|
(audited) |
|
(unaudited) |
Non-current
trade receivables |
8,477 |
|
15,361 |
Other
non-financial assets (*) |
12,518 |
|
15,672 |
Total
non-current |
20,995 |
|
31,033 |
Current
trade receivables |
274,355 |
|
283,467 |
Other
receivables |
4,678 |
|
1,028 |
Prepayments |
14,698 |
|
14,723 |
Personnel |
5,355 |
|
5,719 |
Total
current |
299,086 |
|
304,937 |
Total |
320,081 |
|
335,970 |
(*)
“Other non-financial assets” as of September 30, 2021 primarily
comprise tax credits with the Brazilian social security authority
(Instituto Nacional do Seguro Social), recorded in Atento Brasil
S.A.
For the purpose of the interim condensed consolidated financial
statements of cash flows, cash and cash equivalents are comprised
of the following:
|
Thousands
of U.S. dollars |
|
12/31/2020 |
|
9/30/2021 |
(audited) |
|
(unaudited) |
Deposits
held at call |
139,264 |
|
99,732 |
Short-term
financial investments |
69,730 |
|
45,922 |
Total |
208,994 |
|
145,654 |
“Short-term financial investments” comprises short-term
fixed-income securities in Brazil, which mature in less than 90
days and accrue interest pegged to the CDI.
12. FINANCIAL LIABILITIES
Details of debt with third parties as of December 31, 2020 and
September 30, 2021 are as follow:
|
Thousands
of U.S. dollars |
|
12/31/2020 |
|
9/30/2021 |
|
(audited) |
|
(unaudited) |
Senior
Secured Notes |
493,701 |
|
487,873 |
Bank
borrowing |
1,420 |
|
577 |
Lease
liabilities |
99,515 |
|
109,754 |
Total
non-current |
594,636 |
|
598,204 |
Senior
Secured Notes |
11,910 |
|
5,556 |
Super
Senior Credit Facility |
30,038 |
|
25,024 |
Bank
borrowing |
38,055 |
|
22,435 |
Lease
liabilities |
53,184 |
|
44,560 |
Total
current |
133,187 |
|
97,575 |
TOTAL
DEBT WITH THIRD PARTIES |
727,823 |
|
695,779 |
Senior Secured Notes
On August 10, 2017, Atento Luxco 1 S.A., closed an offering of
400,000 thousand U.S. dollars aggregate principal amount of 6.125%
Senior Secured Notes due 2022 in a private placement transaction.
The notes are due in August 2022. The 2022 Senior Secured Notes are
guaranteed on a senior secured basis by certain of Atento’s wholly
owned subsidiaries. The issuance costs of 11,979 thousand U.S.
dollars related to this new issuance are recorded at amortized cost
using the effective interest method.
On April 4, 2019, Atento Luxco 1 S.A., closed an offering of an
additional $100.0 million in aggregate principal amount of its
6.125% Senior Secured Notes due 2022 (the "Additional Notes"). The
Additional Notes were offered as additional notes under the
indenture, dated as of August 10, 2017, pursuant to which the
Issuer previously issued $400.0 million aggregate principal amount
of its 6.125% Senior Secured Notes due 2022 (the "Existing Notes").
The Additional Notes and the Existing Notes are treated as the same
series for all purposes under the indenture and collateral
agreements, each as amended and supplemented, that govern the
Existing Notes and the Additional Notes.
On February 10, 2021, Atento Luxco 1 S.A., closed an offering of a
$500.0 million aggregate principal amount of 8.0% Senior Secured
Notes due February 10, 2026 in a private placement transaction.
Atento Luxco 1 used the net proceeds to repurchase all of its
6.125% Senior Secured Notes due 2022.
On February 17, 2021, Atento Luxco 1 S.A. purchased 275,815
thousand U.S. dollars of its 6.125% Senior Secured Notes due 2022
in a tender offer. The notes were purchased at a price equal to
1,015.31 U.S. dollars per 1,000 U.S. dollars principal amount. And
on February 18, 2021, Atento Luxco 1 S.A. redeemed the remainder
224,185 thousand U.S. dollars of its 6.125% Senior Secured Notes
due 2022. The redemption price was equal to 1,015.31 U.S. dollars
per 1,000 U.S. dollars principal amount, plus accrued and unpaid
interest on the principal amount of the Notes, which was equal to
1,016.67 U.S. dollars per 1,000 U.S. dollars principal amount. With
these transactions, the Company completed the refinancing of all
500,000 thousand U.S. dollars aggregate principal amount of its
6.125% Senior Secured Notes due 2022, extending the Company’s
average life to 4.5 years from 1.5 years.
All interest payments are made on a half yearly basis.
The fair value of the Senior Secured Notes, calculated on the basis
of their quoted price on September 30, 2021 is 539,942 thousand
U.S. dollars.
The fair value hierarchy of the Senior Secured Notes is Level 1 as
the fair value is based on the quoted market price at the reporting
date.
The terms of the Indenture governing the 2026 Senior Secured Notes,
among other things, limit, in certain circumstances, the ability of
Atento Luxco 1 and its restricted subsidiaries to: incur certain
additional indebtedness; make certain dividends distributions,
investments and other restricted payments; sell the property or
assets to another person; incur additional liens; guarantee
additional debt; and enter into transaction with affiliates. As of
September 30, 2021, we were in compliance with these covenants. The
outstanding amount at September 30, 2021 is 493,429 thousand U.S.
dollars.
Details of the corresponding debt at each reporting date are as
follow:
|
|
|
Thousands
of U.S. dollars |
|
|
|
2020 |
|
2021 |
Maturity |
Currency |
|
Principal |
|
Accrued
interests |
|
Total
debt |
|
Principal |
|
Accrued
interests |
|
Total
debt |
2022 |
U.S. dollar |
|
493,701 |
|
11,910 |
|
505,611 |
|
- |
|
- |
|
- |
2026 |
U.S. dollar |
|
- |
|
- |
|
- |
|
487,873 |
|
5,556 |
|
493,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank borrowings
On February 3, 2014, Atento Brasil S.A. entered into a credit
agreement with Banco Nacional de Desenvolvimento Econômico e Social
- BNDES (“BNDES”) in an aggregate principal amount of 300,000
thousand Brazilian Reais (the “BNDES Credit Facility”), equivalent
to 109,700 thousand U.S. dollars as of each disbursement date.
The total amount of the BNDES Credit Facility is divided into five
tranches subject to the following interest rates:
Tranche |
|
Interest
Rate |
|
Tranche
A |
|
Long-Term
Interest Rate (Taxa de Juros de Longo Prazo -TJLP) plus 2.5%
per annum |
Tranche
B |
|
SELIC
Rate plus 2.5% per annum |
Tranche
C |
|
4.0%
per year |
Tranche
D |
|
6.0%
per year |
Tranche
E |
|
Long-Term
Interest Rate (Taxa de Juros de Longo Prazo
-TJLP) |
Each tranche intends to finance different purposes, as described
below:
• Tranche A and B: investments in workstations,
infrastructure, technology, services and software development,
marketing and commercialization, within the scope of BNDES program
– BNDES Prosoft.
• Tranche C: IT equipment acquisition, covered by law
8.248/91, with national technology, necessary to execute the
project described on tranches “A” and “B”.
• Tranche D: acquisitions of domestic machinery and
equipment, within the criteria of FINAME, necessary to execute the
project described on tranches “A” and “B”.
• Tranche E: investments in social projects to be executed by
Atento Brasil S.A.
BNDES releases amounts under the credit facility once the debtor
meets certain requirements in the contract including delivering the
guarantee (stand-by letter of credit) and demonstrating the
expenditure related to the project. Since the beginning of the
credit facility, the following amounts were released:
|
|
(Thousands
of U.S. dollars) |
Date |
|
Tranche
A |
|
Tranche
B |
|
Tranche
C |
|
Tranche
D |
|
Tranche
E |
|
Total |
March
27, 2014 |
|
11,100 |
|
5,480 |
|
7,672 |
|
548 |
|
- |
|
24,800 |
April
16, 2014 |
|
4,714 |
|
2,357 |
|
3,300 |
|
236 |
|
- |
|
10,607 |
July
16, 2014 |
|
- |
|
- |
|
- |
|
- |
|
270 |
|
270 |
August
13, 2014 |
|
27,584 |
|
3,013 |
|
4,430 |
|
477 |
|
- |
|
35,504 |
Subtotal
2014 |
|
43,398 |
|
10,850 |
|
15,402 |
|
1,261 |
|
270 |
|
71,181 |
March
26, 2015 |
|
5,753 |
|
1,438 |
|
2,042 |
|
167 |
|
- |
|
9,400 |
April
17, 2015 |
|
12,022 |
|
3,006 |
|
4,266 |
|
349 |
|
- |
|
19,643 |
December
21, 2015 |
|
7,250 |
|
1,807 |
|
- |
|
- |
|
177 |
|
9,234 |
Subtotal
2015 |
|
25,025 |
|
6,251 |
|
6,308 |
|
516 |
|
177 |
|
38,277 |
October
27, 2016 |
|
- |
|
- |
|
- |
|
- |
|
242 |
|
242 |
Subtotal
2016 |
|
- |
|
- |
|
- |
|
- |
|
242 |
|
242 |
Total |
|
68,423 |
|
17,101 |
|
21,710 |
|
1,777 |
|
689 |
|
109,700 |
This facility should be repaid in 48 monthly instalments. The first
payment was made on March 15, 2016 and the last payment would be
due on February 15, 2020, however Atento Brasil S.A. repaid in
advance on April 30, 2019 all the outstanding amount. The amount
repaid was BRL61.7 million (equivalent to $15.6 million) plus
interest accrued and a penalty of BRL 0.7 million (equivalent to
$0.2 million).
The BNDES Credit Facility contains covenants that restrict Atento
Brasil S.A.’s ability to transfer, assign, change or sell the
intellectual property rights related to technology and products
developed by Atento Brasil S.A. with the proceeds from the BNDES
Credit Facility. As of September 30, 2021, Atento Brasil S.A. was
in compliance with these covenants. The BNDES Credit Facility does
not contain any other financial maintenance covenant.
The BNDES Credit Facility contains customary events of default
including the following: (i) reduction of the number of employees
without providing program support for outplacement, as training,
job seeking assistance and obtaining pre-approval of BNDES; (ii)
existence of unfavourable court decision against the Company for
the use of children as workforce, slavery or any environmental
crimes and (iii) inclusion in the by-laws of Atento Brasil S.A. of
any provision that restricts Atento Brasil S.A’s ability to comply
with its financial obligations under the BNDES Credit Facility.
On September 26, 2016, Atento Brasil S.A. entered into a new credit
agreement with BNDES in an aggregate principal amount of 22,000
thousand Brazilian Reais, equivalent to 6,808 thousand U.S. dollars
as of September 30, 2016. The interest rate of this facility is
Long-Term Interest Rate (Taxa de Juros de Longo Prazo - TJLP) plus
2.0% per annum. The facility should be repaid in 48 monthly
instalments. The first payment was due on November 15, 2018 and the
last payment will be due on October 15, 2022. This facility is
intended to finance an energy efficiency project to reduce power
consumption by implementing new lightening, air conditioning and
automation technology. On November 24, 2017, 6,500 thousand
Brazilian Reais (equivalent to 1,993 thousand U.S. dollars as of
November 30, 2017) were released under this facility.
As of September 30, 2021, the outstanding amount under BNDES Credit
Facility was 328 thousand U.S. dollars.
The fair value as of September 30, 2021 calculated based on
discounted cash flow is 312 thousand U.S. dollars.
On August 10, 2017, Atento Luxco 1 S.A. entered into a new Super
Senior Revolving Credit Facility (the “Super Senior Revolving
Credit Facility”) which provides borrowings capacity of up to
50,000 thousand U.S. dollars and will mature on February 10, 2022.
Banco Bilbao Vizcaya Argentaria, S.A., as the agent, the Collateral
Agent and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo
Financiero BBVA Bancomer, Morgan Stanley Bank N.A. and Goldman
Sachs Bank USA are acting as arrangers and lenders under the Super
Senior Revolving Credit Facility.
The Super Senior Revolving Credit Facility may be utilized in the
form of multi-currency advances for terms of one, two, three or six
months. The Super Senior Revolving Credit Facility bears interest
at a rate per annum equal to LIBOR or, for borrowings in euro,
EURIBOR or, for borrowings in Mexican Pesos, TIIE plus an opening
margin of 4.25% per annum. The margin may be reduced under a margin
ratchet to 3.75% per annum by reference to the consolidated senior
secured net leverage ratio and the satisfaction of certain other
conditions.
The terms of the Super Senior Revolving Credit Facility Agreement
limit, among other things, the ability of the Issuer and its
restricted subsidiaries to (i) incur additional indebtedness or
guarantee indebtedness; (ii) create liens or use assets as security
in other transactions; (iii) declare or pay dividends, redeem stock
or make other distributions to stockholders; (iv) make investments;
(v) merge, amalgamate or consolidate, or sell, transfer, lease or
dispose of substantially all of the assets of the Issuer and its
restricted subsidiaries; (vi) enter into transactions with
affiliates; (vii) sell or transfer certain assets; and (viii) agree
to certain restrictions on the ability of restricted subsidiaries
to make payments to the Issuer and its restricted subsidiaries.
These covenants are subject to a number of important conditions,
qualifications, exceptions and limitations that are described in
the Super Senior Revolving Credit Facility Agreement.
The Super Senior Revolving Credit Facility Agreement includes a
financial covenant requiring the drawn super senior leverage ratio
not to exceed 0.35:1.00 (the “SSRCF Financial Covenant”). The SSRCF
Financial Covenant is calculated as the ratio of consolidated drawn
super senior facilities debt to consolidated pro forma EBITDA for
the twelve month period preceding the relevant quarterly testing
date and is tested quarterly on a rolling basis, subject to the
Super Senior Revolving Credit Facility being at least 35% drawn
(excluding letters of credit (or bank guarantees), ancillary
facilities and any related fees or expenses) on the relevant test
date. The SSRCF Financial Covenant only acts as a draw stop to new
drawings under the Revolving Credit Facility and, if breached, will
not trigger a default or an event of default under the Super Senior
Revolving Credit Facility Agreement. The Issuer has four equity
cure rights in respect of the SSRCF Financial Covenant prior to the
termination date of the Super Senior Revolving Credit Facility
Agreement, and no more than two cure rights may be exercised in any
four consecutive financial quarters. As of September 30, 2021, we
were in compliance with this covenant.
On October 16, 2017, Atento El Salvador S.A. de C.V. entered into
an overdraft credit line agreement with Banco de America Central,
S.A. - BAC for an amount of 1,600,000 thousand U.S. dollars,
maturing in one year, extendable with simple exchange of letters
with an annual interest rate of 8.0% per annum. As of September 30,
2021, the outstanding balance was paid on the due date.
On October 14, 2020, Atento El Salvador S.A. de C.V. entered into
an overdraft credit line agreement with Inversiones Financieras
Banco Agrícola, S.A. for an amount of 1,200,000 thousand U.S.
dollars, maturing in one year, extendable with simple exchange of
letters with an annual interest rate of 6.5% per annum. As of
September 30, 2021, the outstanding balance was paid on the due
date.
On March 25, 2020, Atento Luxco 1 S.A. withdrew the full amount of
50,000 thousand U.S. dollars maturing on September 21, 2020 with an
annual interest rate of Libor + 4.25%. On September 21, 2020, the
full amount of 50,000 thousand U.S. dollars was rolled over until
December 20, 2020, at the same interest rate.
On December 20, 2020, Atento Luxco 1 S.A. repaid 20,000 thousand
U.S. dollars and the outstanding 30,000 thousand U.S. dollars as of
such date was rolled over until March 22, 2021.
On March 22, 2021, the amount of 30,000 thousand U.S. dollars was
rolled over until June 21, 2021, at the same interest rate.
On June 21, 2021, the amount of 30,000 thousand U.S. dollars was
rolled over until September 22, 2021, at the same interest
rate.
On September 22, 2021, Atento Luxco 1 S.A. repaid 5,000 thousand
U.S. dollars and the outstanding 25,000 thousand U.S. dollars as of
such date was rolled over until November 22, 2021, at the same
interest rate.
As of September30, 2021, the outstanding amount under this facility
was 25,024 thousand U.S. dollars.
On October 14, 2020, Atento Brasil entered into a bank credit
certificate with Banco do Brasil for an amount of 30,000 thousand
Brazilian Reais, maturing on February 28, 2021 with an annual
interest rate of CDI plus 2,127%.
On February 28, 2021, Atento Brasil rolled-over the bank credit
certificate (cédula de crédito bancário) with Banco do Brasil for
an amount of 30,000 thousand Brazilian Reais, until August 28,
2021, with an annual interest rate of CDI plus 2,65%.
On August 28, 2021, Atento Brasil rolled-over the bank credit
certificate with Banco do Brasil for an amount of 30,000 thousand
Brazilian Reais, until Aug 28, 2022, at the same interest rate. As
of September 30, 2021, the outstanding balance was 5,553 thousand
U.S. dollars.
On March 13, 2020, Atento Brasil S.A. entered into a financing
agreement with Banco Itaú (“Risco Sacado”) for the annual Microsoft
software licenses, for an amount of 24,499 thousand Brazilian
Reais, maturing on April 1, 2021, with an annual interest rate of
7.2%. The total outstanding balance was paid on the due date.
On April 6, 2020, Atento Brasil S.A. entered into a loan agreement
with Banco Santander for an amount of 110,000 thousand Brazilian
Reais, maturing on April 06, 2021 with an annual interest rate of
CDI plus 4.96% per annum. On July 13, Atento Brasil S.A. made a
partial amortization in the amount of 60,000 thousand Brazilian
Reais plus accrued interest. The total outstanding balance was paid
on the due date.
On June 12, 2020, Atento Brasil entered into a financing agreement
with Banco De Lage Landen for an amount of 10,000 thousand
Brazilian Reais to finance the purchase of Microsoft software
licenses, maturing on June 30, 2023 with an annual interest rate of
9.0% per annum. Atento Brasil drew down on the financing agreement
on July 01, 2020. The outstanding balance as of September 30, 2021
was 1,287 thousand U.S. dollars.
On August 26, 2020, Atento Brasil entered into a bank credit
certificate (cédula de crédito bancário) with Banco ABC Brasil for
an amount of 50,000 thousand Brazilian Reais, maturing on February
22, 2021 with an annual interest rate of CDI plus 2.70% per
annum.
On February 22, 2021, Atento Brasil rolled-over the bank credit
certificate with Banco ABC Brasil for an amount of 50,000 thousand
Brazilian Reais, until February 22, 2022 with an annual interest
rate of CDI plus 2.75% per annum. The balance under the loan
agreement as of September 30, 2021 was 9,270 thousand U.S.
dollars.
On December 15, 2020, Atento Brasil entered into a bank credit
certificate (cédula de crédito bancário) with Banco ABC Brasil for
an amount of 35,000 thousand Brazilian Reais, maturing on June 14,
2021 with an annual interest rate of CDI plus 2.50% per annum.
On June 14, 2021, Atento Brasil rolled-over the bank credit
certificate with Banco ABC Brasil for an amount of 35,000 thousand
Brazilian Reais, until June 9, 2022, at the same interest rate. As
of September 30, 2021, the outstanding balance was 6,574 thousand
U.S. dollars.
Derivatives
Details of derivative financial instruments as of December 31, 2020
and September 30, 2021 are as follow:
|
Thousands
of U.S. dollars |
|
12/31/2020 |
|
9/30/2021 |
|
Assets |
|
Liabilities |
|
Assets |
|
Liabilities |
|
|
|
|
|
|
|
|
Cross
currency swaps - net investment hedges |
11,088 |
|
(5,220) |
|
16,644 |
|
(58,357) |
Total |
11,088 |
|
(5,220) |
|
16,644 |
|
(58,357) |
|
|
|
|
|
|
|
|
Non-current
portion |
11,088 |
|
(5,220) |
|
16,644 |
|
(58,357) |
Atento Luxco1 entered into Cross-Currency Swaps to reduce its
foreign exchange risk, since it generates cashflow in local
currencies. With these instruments, the company ensures that its
cashflow in local currencies is swapped into a fixed dollar amount,
the currency used to pay debt obligations, therefore reducing
foreign exchange risks.
Derivatives held for trading are classified as current assets or
current liabilities. The fair value of a hedging derivative is
classified as a non-current asset or a non-current liability, as
applicable, if the remaining maturity of the hedged item exceeds
twelve months. Otherwise, it is classified as a current asset or
liability.
On April 1, 2015, the Company started a hedge accounting for net
investment hedge related to exchange risk between the U.S. dollar
and foreign operations in Euro (EUR), Mexican Peso (MXN), Colombian
Peso (COP) and Peruvian Nuevo Sol (PEN). In connection with the
Refinancing process, 8 of the 10 derivatives contracts designated
as Net Investment Hedges were terminated between August 1, 2017 and
August 4, 2017, generating positive cash of 46,080 thousand U.S.
dollars, net of charges. During August 2017, Atento Luxco 1 also
entered into new Cross-Currency Swaps related to exchange risk
between U.S. dollars and Euro (EUR), Mexican Peso (MXN), Brazilian
Reais (BRL) and Peruvian Nuevo Sol (PEN). Except for the
Cross-Currency Swap between U.S. dollars and Brazilian Reais (BRL),
all Cross-Currency Swaps were designated for hedge accounting as
net investment hedge.
On January 1, 2019, the Company designated the Cross-Currency Swap
between U.S. dollars and Brazilian Reais for hedge accounting as
net investment hedge. Prior to the date of designation of the
Cross-Currency Swap, this hedging instrument was electively not
designated as a hedge accounting because the change in fair value
was intended to partially offset changes in the USD-BRL foreign
currency component of the BRL denominated intercompany debt, which
were recorded in earnings. Effective January 1, 2019, the
intercompany debt was reclassified as “permanent in equity” (which
assumes that the related payable is neither planned nor likely to
occur in the foreseeable future, since it is in substance, a part
of the entity’s net investment in that foreign operation) and, as a
consequence, the changes arising from the exchange rate are
recorded in other comprehensive income.
On January 1, 2020 Atento decided to assign the loan agreement
between Atento Luxco 1 and Atento Mexico Holdco as “permanent in
equity”, with its maturities to be renewed per indefinite time,
since the repayment is neither planned nor likely to occur in the
foreseeable future. Therefore, changes related to the USD-MXN
exchange rate are now recorded in other comprehensive income.
In connection with the new 8.0% Senior Secured Notes due 2026,
Atento Luxco 1 S.A. entered into new Cross-Currency Swaps related
to exchange rate risk between U.S. dollars and Euro (EUR),
Brazilian Reais (BRL) and Peruvian Soles (PEN).
The new coupon payments were hedged 70% in USD/BRL, 15% in USD/EUR
and 15% in USD/PEN with final maturity on February 10, 2026. The
USD/BRL Cross-Currency Swap was structured as Fix-Float, where
Atento receives USD at a fixed rate and pays BRL at a floating rate
(percentage of CDI).
Also, Atento Luxco 1 S.A. hedged 56% of the principal in USD/BRL,
14% in USD/PEN and 10% in USD/EUR, with maturity on February 05,
2024.
All previous (coupon-only) cross-currency swaps with maturity in
August 2022 were terminated.
At September 30, 2021, details of net investment hedges were as
follow:
Cross-curry
swaps - Net Investment Hedges |
Bank |
|
Maturity |
|
Purchase
currency |
|
Selling
currency |
|
Notional
(thousands) |
|
Fair
value asset/(liability) |
|
Other
comprehensive income |
|
Change in
OCI
|
|
Statements
of operations - Change in fair value |
|
|
|
|
|
|
|
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
D/(C) |
|
D/(C) |
|
D/(C) |
|
D/(C) |
Nomura
International |
|
Aug-22 |
|
USD |
|
EUR |
|
34,109 |
|
- |
|
(482) |
|
28 |
|
- |
Goldman
Sachs |
|
Aug-22 |
|
USD |
|
MXN |
|
1,065,060 |
|
- |
|
(128) |
|
169 |
|
(48) |
Goldman
Sachs |
|
Aug-22 |
|
USD |
|
PEN |
|
194,460 |
|
- |
|
(475) |
|
136 |
|
- |
Goldman
Sachs |
|
Aug-22 |
|
USD |
|
BRL |
|
754,440 |
|
- |
|
(7,007) |
|
840 |
|
(1) |
Santander |
|
Jan-20 |
|
USD |
|
EUR |
|
20,000 |
|
- |
|
1,742 |
|
- |
|
- |
Santander |
|
Jan-20 |
|
USD |
|
MXN |
|
11,111 |
|
- |
|
(2,113) |
|
- |
|
- |
Goldman
Sachs |
|
Jan-20 |
|
USD |
|
EUR |
|
48,000 |
|
- |
|
3,587 |
|
- |
|
- |
Goldman
Sachs |
|
Jan-20 |
|
USD |
|
MXN |
|
40,000 |
|
- |
|
(7,600) |
|
- |
|
- |
Nomura
International |
|
Jan-20 |
|
USD |
|
MXN |
|
23,889 |
|
- |
|
(4,357) |
|
- |
|
- |
Nomura
International |
|
Jan-20 |
|
USD |
|
EUR |
|
22,000 |
|
- |
|
1,620 |
|
- |
|
- |
Goldman
Sachs |
|
Jan-18 |
|
USD |
|
PEN |
|
13,800 |
|
- |
|
22 |
|
- |
|
- |
Goldman
Sachs |
|
Jan-18 |
|
USD |
|
COP |
|
7,200 |
|
- |
|
(80) |
|
- |
|
- |
BBVA |
|
Jan-18 |
|
USD |
|
PEN |
|
55,200 |
|
- |
|
71 |
|
- |
|
- |
BBVA |
|
Jan-18 |
|
USD |
|
COP |
|
28,800 |
|
- |
|
(359) |
|
- |
|
- |
Morgan
Stanley |
|
Aug-22 |
|
USD |
|
BRL |
|
308,584 |
|
- |
|
(2,987) |
|
398 |
|
- |
Morgan
Stanley |
|
Aug-22 |
|
USD |
|
PEN |
|
66,000 |
|
- |
|
(158) |
|
43 |
|
- |
Goldman
Sachs |
|
Aug-22 |
|
USD |
|
MXN |
|
1,065,060 |
|
- |
|
2,229 |
|
- |
|
- |
Goldman
Sachs |
|
Aug-22 |
|
USD |
|
PEN |
|
194,460 |
|
- |
|
2,965 |
|
- |
|
- |
Nomura
International plc |
|
Feb-26 |
|
USD |
|
EUR |
|
61,526 |
|
3,398 |
|
(2,739) |
|
2,740 |
|
(858) |
Nomura
International plc |
|
Feb-26 |
|
USD |
|
BRL |
|
276,450 |
|
(8,588) |
|
1,093 |
|
(1,093) |
|
7,214 |
Nomura
International plc |
|
Feb-26 |
|
USD |
|
USD |
|
50,000 |
|
(3) |
|
- |
|
- |
|
(167) |
Morgan
Stanley |
|
Feb-26 |
|
USD |
|
BRL |
|
551,350 |
|
(18,053) |
|
5,514 |
|
(5,514) |
|
11,849 |
Morgan
Stanley |
|
Feb-26 |
|
USD |
|
USD |
|
100,000 |
|
517 |
|
- |
|
- |
|
(927) |
Morgan
Stanley |
|
Feb-26 |
|
USD |
|
PEN |
|
277,050 |
|
12,730 |
|
(9,787) |
|
9,787 |
|
(2,771) |
Goldman
Sachs |
|
Feb-26 |
|
USD |
|
BRL |
|
1,101,000 |
|
(31,456) |
|
2,416 |
|
(2,416) |
|
27,416 |
Goldman
Sachs |
|
Feb-26 |
|
USD |
|
USD |
|
200,000 |
|
(258) |
|
- |
|
- |
|
(499) |
Total |
|
|
|
|
|
|
|
|
|
(41,713) |
|
(17,013) |
|
5,118 |
|
41,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
financial instrument - asset |
|
16,644 |
|
|
|
|
|
|
Derivative
financial instrument - liability |
|
(58,357) |
|
|
|
|
|
|
Gains and losses on net investment hedges accumulated in equity
will be taken to the statement of operations when the foreign
operation is partially disposed of or sold.
Lease liabilities
Leases are shown as follow in the balance sheet between December
31, 2020 and September 30, 2021:
|
|
December
31, 2020 |
|
Additions/
(Disposals) |
|
Payments |
|
Interest
accrued |
|
Interest
paid |
|
Transfer |
|
Translation
difference |
|
September
30, 2021 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities |
|
53,184 |
|
10,598 |
|
(35,746) |
|
10,353 |
|
(709) |
|
15,919 |
|
(9,039) |
|
44,560 |
Non-current
liabilities |
|
99,515 |
|
16,113 |
|
- |
|
- |
|
- |
|
(15,919) |
|
10,045 |
|
109,754 |
Total |
|
152,699 |
|
26,711 |
|
(35,746) |
|
10,353 |
|
(709) |
|
- |
|
1,006 |
|
154,314 |
The future lease liabilities payments are as follow:
|
|
2021 |
2022 |
2023 |
2024 |
2025 |
Others |
Total |
Lease
liabilities payments |
|
13,927 |
51,494 |
45,674 |
30,952 |
18,490 |
21,405 |
181,942 |
13. PROVISIONS AND
CONTINGENCIES
Atento has contingent liabilities arising from lawsuits in the
normal course of its business. Contingent liabilities with a
probable likelihood of loss are recorded as liabilities and the
breakdown is as follows:
|
Thousands
of U.S. dollars |
|
12/31/2020 |
|
9/30/2021 |
|
(audited) |
|
(unaudited) |
Non-current |
|
|
|
Provisions
for liabilities |
18,165 |
|
16,593 |
Provisions
for taxes |
17,971 |
|
7,893 |
Provisions
for dismantling |
8,379 |
|
8,751 |
Other
provisions |
1,102 |
|
1,069 |
Total
non-current |
45,617 |
|
34,306 |
|
|
|
|
Current |
|
|
|
Provisions
for liabilities |
14,710 |
|
20,223 |
Provisions
for taxes |
1,925 |
|
159 |
Provisions
for dismantling |
24 |
|
290 |
Other
provisions |
5,216 |
|
4,113 |
Total
current |
21,875 |
|
24,785 |
“Provisions for liabilities” primarily relate to provisions for
legal claims underway in Brazil. Atento Brasil S.A. has made
payments in escrow related to legal claims from ex-employees,
amounting to 26,763 thousand U.S. dollars and 22,981 thousand U.S.
dollars as of December 31, 2020 and September 30, 2021,
respectively. Also, the variation of the period was impacted by the
Brazilian Reais and Argentinian Peso depreciations against the U.S.
dollar.
“Provisions for taxes” mainly relate to probable contingencies in
Brazil with respect to social security payments and other taxes,
which are subject to interpretations by tax authorities. Atento
Brasil S.A. has made payments in escrow related to taxes claims of
2,393 thousand U.S. dollars and 2,306 thousand U.S. dollars as of
December 31, 2020 and September 30, 2021, respectively.
The amount recognized under “Provision for dismantling” corresponds
to the necessary cost of dismantling of the installations held
under operating leases to bring them to its original condition.
As of September 30, 2021, lawsuits outstanding in the courts were
as follow:
Brazil
At September 30, 2021, Atento Brasil was involved in 8,762
labor-related disputes (9,208 labor disputes as of December 31,
2020), being 8,620 of labor massive and 43 of outliers and others,
filed by Atento’s employees or ex-employees for various reasons,
such as dismissals or claims over employment conditions in general.
The total amount of the main claims classified as possible was
32,217 thousand U.S. dollars (33,598 thousand U.S. dollars on
December 31, 2020), of which 17,874 thousand U.S. dollars Labor
Massive-related, 1,573 thousand U.S. dollars Labor Outliers-related
and 12,771 thousand U.S. dollars Special Labor cases related.
On September 30, 2021, the subsidiary RBrasil Soluções S.A. holds
contingent liabilities of labor nature classified as possible in
the amount of 56 thousand U.S. dollars.
On September 30, 2021, the subsidiary Interfile holds contingent
liabilities of labor nature and social charges classified as
possible in the amount of 134 thousand U.S. dollars.
As of September 30, 2021, Atento Brasil S.A. is party to 10 civil
lawsuits ongoing for various reasons (10 on December 31, 2020)
which, according to the Company’s external attorneys,
materialization of the risk event is possible. The total amount of
the claims is 3,055 thousand U.S. dollars (3,464 thousand U.S.
dollars on December 31, 2020).
As of September 30, 2021, the subsidiary RBrasil Soluções S.A.
holds 21 civil lawsuits ongoing for various reasons classified as
possible in the amount of 24 thousand U.S. dollars.
On September 30, 2021, the subsidiary Interfile holds 4 civil
lawsuits ongoing for various reasons classified as possible in the
amount of 70 thousand U.S. dollars.
As of September 30, 2021 Atento Brasil is party to 38 disputes
ongoing with the tax authorities and social security authorities
for various reasons relating to infraction proceedings filed (42 on
December 31, 2020) which, according to the Company’s external
attorneys, materialization of the risk event is possible. The total
amount of these claims is 29,384 thousand U.S. dollars (38,198
thousand U.S. dollars on December 31, 2020).
In March 2018, Atento Brasil S.A. an indirect subsidiary of Atento
S.A. received a tax notice from the Brazilian Federal Revenue
Service, related to Corporate Income Tax (IRPJ) and Social
Contribution on Net Income (CSLL) for the period from 2013 to 2015.
Tax authorities has challenged the disallowance of the expenses
related to goodwill tax amortization, the deductibility of certain
financing costs originated by the acquisition of Atento Brasil S.A.
by Bain Capital in 2012, and the Withholding Income Tax for the
period of 2012 related to payments made to certain of our former
shareholders.
The amount of the tax assessment from the Brazilian Federal Revenue
Service, not including interest and penalties, was 350,542 thousand
Brazilian Reais (approximately 66,453 thousand U.S. dollars
considering the current currency exchange rate) and was assessed by
the Company’s outside legal counsel as possible loss to the merit
discussion. Since we disagree with the proposed tax assessment, we
are defending our position, which we believe is meritorious,
through applicable administrative and, if necessary, judicial
remedies. On September 26, 2018 the Federal Tax Office issued a
decision accepting the application of the statute of limitation on
the withholding tax discussion. We and the Public Attorney appealed
to the Administrative Tribunal (CARF). On February 11, 2020 CARF
issued a partially favorable decision to Atento, confirming the
application of the statute of limitation on the withholding tax
discussion and reducing the penalty imposed. On September 18, 2020
the decision issued by CARF regarding the Withholding Income Tax
became final (the Public Attorney filed a Special Appeal
challenging the penalty reduction and Atento Brasil filed a Special
Appeal challenging the goodwill and the financing costs discussion.
Both Appeals were not judged yet). Thus, the tax at stake was
reduced from 350,542 thousand Brazilian Reais to 230,771 thousand
Brazilian Reais (approximately 43,748 thousand U.S. dollars
considering the current currency exchange rate). Based on our
interpretation of the relevant law and based on the advice of our
legal and tax advisors, we believe the position we have taken is
sustainable. Consequently, no provisions are recognized regarding
these proceedings.
Afterward the issuance of the tax notice in March 2018, the
Brazilian tax administration started a procedure to audit the
Corporate Income Tax (IRPJ) and Social Contribution on Net Income
(CSLL) of Atento Brasil S.A. for the period from 2016 to 2017. This
tax audit was concluded on July 10, 2020 with the notification of a
tax assessment that rejected the deductibility of the
above-mentioned financing expenses and the deductibility of the tax
amortization of goodwill.
The total tax assessment notified by the Brazilian Federal Revenue
Service, not including interest and penalties, was 101,604 thousand
Brazilian Reais (approximately 19,261 thousand U.S. dollars
considering the current currency exchange rate). We disagree with
the proposed tax assessment and we are defending our position,
which we believe is meritorious, through applicable administrative
and, if necessary, judicial remedies.
On September 30, 2021, the subsidiaries Interfile and Interservicer
hold 19 disputes with the tax authorities and social security
authorities ongoing for various reasons classified as possible in
the amount of 507 thousand U.S. dollars.
Spain
At September 30, 2021, Atento Teleservicios España S.A.U. including
its branches and our other Spanish companies were party to
labor-related disputes filed by Atento employees or former
employees for different reasons, such as dismissals and
disagreements regarding employment conditions. According to the
Company’s external lawyers, materialization of the risk event is
possible for 785 thousand U.S. dollars.
Mexico
At September 30, 2021, Atento Mexico through its two entities
(Atento Servicios, S.A. de C.V. and Atento Atencion y Servicios,
S.A. de C.V.) is a party of labor related disputes filed by Atento
employees that abandoned their employment or former employees that
base their claim on justified termination reasons, totaling 15,571
thousand U.S. dollars (Atento Servicios, S.A. de C.V. 10,696
thousand U.S. dollars and Atento Atencion y Servicios, S.A. de C.V.
4,875 thousand U.S. dollars), according to the external labor law
firm for possible risk labor disputes.
14. INCOME TAX
The breakdown of the Atento Group’s income tax expense is as
follows:
|
Thousands
of U.S. dollars |
|
For the three months ended
September 30,
|
|
For the nine months ended
September 30,
|
|
2020 |
|
2021 |
|
2020 |
|
2021 |
|
(unaudited) |
|
(unaudited) |
Current
tax expense |
(7,264) |
|
(3,872) |
|
(16,094) |
|
(16,883) |
Deferred
tax |
4,620 |
|
(2,473) |
|
16,857 |
|
1,670 |
Tax
adjustments over previous years |
341 |
|
(409) |
|
(539) |
|
(1,538) |
Total
income tax (expense)/benefit |
(2,303) |
|
(6,754) |
|
224 |
|
(16,751) |
For the three months ended September 30, 2021, Atento Group’s
interim condensed consolidated financial information presented a
loss before income tax in the amount of loss of 4,920 thousand U.S.
dollars and an income tax expense of 6,754 thousand U.S. dollars
compared to a loss before income tax in the amount of 10,789
thousand U.S. dollars and an income tax expense of 2,303 thousand
U.S. dollars for the three months ended September 30, 2020. The
increasing of 4,451 thousand U.S. dollars in the income tax expense
for the period refers mainly to the income tax result of Atento
Brasil which has changed from a tax loss position in 2020 to a
profitable tax base in the current fiscal year (3,308 thousand U.S.
dollars effect) as well as a 1,336 thousand U.S. dollars amount
that relates to the consolidation of deferred tax assets effects in
the Spanish entities.
For the nine months ended September 30, 2021, Atento Group’s
interim condensed consolidated financial information presented a
loss before income tax in the amount of 29,850 thousand U.S.
dollars and an income tax expense of 16,751 thousand U.S. dollars
compared to a loss before income tax in the amount of 39,079
thousand U.S. dollars and an income tax benefit of 224 thousand
U.S. dollars for the nine months ended September 30, 2020. As
previously mentioned, the income tax expense variation of 16,975
thousand U.S. dollars refers mainly to the income tax result of
Atento Brasil which has changed from a tax loss position in 2020 to
a profitable tax base in the current fiscal year as well as the
consolidation of deferred tax assets effects in the Spanish
entities (9,546 thousand U.S. dollars and 4,925 thousand U.S.
dollars, respectively).
IFRIC 23 Uncertainty over Income Tax Treatment
Atento reviewed the tax treatment under the terms of IFRIC 23 in
all subsidiaries and as at the reporting date, the Group did not
identify any material impact on the financial statements.
Atento implemented a process for periodically review the income tax
treatments consistent under IFRIC 23 requirements across the
group.
15. EARNINGS/(LOSS) PER SHARE
Basic earnings/(loss) per share is calculated by dividing the
profit/(loss) attributable to equity owners of the Company by the
weighted average number of ordinary shares outstanding during the
periods as demonstrated below:
|
For
the three months ended September 30, |
|
For
the nine months ended September 30, |
|
2020 |
|
2021 |
|
2020 |
|
2021 |
|
(unaudited) |
|
(unaudited) |
Result
attributable to equity owners of the Company |
|
|
|
|
|
|
|
Atento’s
loss attributable to equity owners of the parent (in thousands of
U.S. dollars) |
(13,092) |
|
(11,674) |
|
(38,855) |
|
(46,601) |
Weighted
average number of ordinary shares (*) |
14,040,360 |
|
14,080,509 |
|
14,109,041 |
|
14,079,695 |
Basic
loss per share (in U.S. dollars) |
(0.93) |
|
(0.83) |
|
(2.75) |
|
(3.31) |
(*) As a consequence of the reverse share split occurred on July
28, 2020, weighted average number of ordinary shares was calculated
by applying the ratio of conversion of 5.027090466672970 into the
previous weighted average number of ordinary shares
outstanding.
Diluted results per share are calculated by adjusting the weighted
average number of ordinary shares outstanding to reflect the
conversion of all dilutive ordinary shares. The weighted average
number of ordinary shares outstanding used to calculate both basic
and diluted net loss per share attributable to common stockholders
is the same. The losses in the periods presented are
anti-dilutive.
|
For the three months ended
September 30,
|
|
For the nine months ended
September 30,
|
|
2020 |
|
2021 |
|
2020 |
|
2021 |
|
(unaudited) |
|
(unaudited) |
Result
attributable to equity owners of the Company |
|
|
|
|
|
|
|
Atento’s
loss attributable to equity owners of the parent (in thousands of
U.S. dollars) |
(13,092) |
|
(11,674) |
|
(38,855) |
|
(46,601) |
Adjusted
weighted average number of ordinary shares
(*) |
14,040,360 |
|
14,080,509 |
|
14,109,041 |
|
14,079,695 |
Diluted
loss per share (in U.S. dollars) (1) |
(0.93) |
|
(0.83) |
|
(2.75) |
|
(3.31) |
(*) As a consequence of the reverse share split occurred on July
28, 2020, weighted average number of ordinary shares was calculated
by applying the ratio of conversion of 5.027090466672970 into the
previous weighted average number of ordinary shares
outstanding.
(1) For the three and nine months ended September 30, 2020 and 2021
potential ordinary shares of 1,515,763 and 10,558,968,
respectively, relating to the stock option plan were excluded from
the calculation of diluted loss per share as the losses in the
period are anti-dilutive.
16. RELATED PARTIES
Directors
The directors of the Company as of the date on which the interim
condensed consolidated financial information were prepared are John
Madden, Roberto Rittes, David Garner, Antenor Camargo, Bill Payne,
Antonio Viana-Baptista and Carlos López-Abadía.
At September 30, 2021, some members of Board of Directors have the
right to the stock-based compensation as described in Note 10.
Key management personnel
Key management personnel include those persons empowered and
responsible for planning, directing and controlling the Atento
Group’s activities, either directly or indirectly.
The following table shows the total remuneration paid to the Atento
Group’s key management personnel in the nine months ended September
30, 2020 and 2021:
|
For
the nine months ended September 30, |
2020 |
|
2021 |
|
(unaudited) |
Total
remuneration paid to key management personnel |
3,211 |
|
4,102 |
17. OTHER INFORMATION
a. Guarantees and
commitments
As of September 30, 2021, the Atento Group has guarantees to third
parties amounting to 272,230 thousand U.S. dollars (307,403
thousand U.S. dollars at December 31, 2020).
18. SUBSEQUENT EVENTS
a) Cyber-security attack
As disclosed by press release and in the relevant 6-K, Atento S.A.
detected a cyber-security attack on its IT systems in Brazil on
Sunday, October 17, 2021.
Atento immediately deployed all available cyber security protocols
to assess and contain the threat. Atento’s top priority has always
been to ensure the protection and integrity of its customers' data
and systems. In order to prevent any possible risk to its clients,
Atento proactively isolated the impacted systems inside of Atento
and also suspended the connections from its systems to those of
customers in Brazil. That is what caused the interruption of the
service.
At this time, all the operations in Brazil have been resumed while
investigations are still ongoing. Atento is working closely with
its advisors and the relevant authorities to assess the business
impact of the incident and take the appropriate measures.
PART I - OTHER INFORMATION
LEGAL PROCEEDINGS
See Note 13 to the unaudited interim condensed consolidated
financial information.
RISK FACTORS
There were no material changes to the risk factors described in
section “Risk Factors” in our Annual Form 20-F, for the year ended
December 31, 2020, other than the information disclosed in the 6-K
published as October 22, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
|
ATENTO
S.A. |
Date:
November 15, 2021. |
|
|
By: /s/ Carlos López-Abadía
Name: Carlos López-Abadía
Title: Chief Executive Officer
By: /s/ José Antonio de Sousa Azevedo
Name: José Antonio de Sousa Azevedo
Title: Chief Financial Officer
|
38
Atento (NYSE:ATTO)
Historical Stock Chart
Von Apr 2022 bis Mai 2022
Atento (NYSE:ATTO)
Historical Stock Chart
Von Mai 2021 bis Mai 2022