UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of March, 2022

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.

Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2022

 

Contents:

 

 

Consolidated Statements of Financial Position 3
Consolidated Statements of Operations 5
Consolidated Statements of Comprehensive Income/(Loss) 6
Consolidated Statements of Changes in Equity 7
Consolidated Statements of Cash Flows 8
Notes to the unaudited interim Condensed Consolidated Financial Statements 9
Part II – Other Information 28

Legal Proceedings

Risks Factors

28

28

 

  

1  
 

Atento s.a. AND SUBSIDIARIES

 

  

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 2022

 

 

2  
 

 

ATENTO S.A. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31, 2021 and March 31, 2022
(In thousands of U.S. dollars, unless otherwise indicated)
           
      December 31,   March 31,
ASSETS Notes   2021   2022
      (audited)   (unaudited)
NON - CURRENT ASSETS          
             
Property, plant and equipment 9   81,395   85,489
Goodwill 7   91,941   103,756
Right-of-use assets 10   142,705   146,544
Intangible assets 6   104,886   108,848
Non-current financial assets     70,604   63,101
Trade and other receivables 11   22,240   23,586
Other non-current financial assets 11   35,607   39,515
Derivative financial instruments 12   12,757   2,297
Other taxes recoverable     4,505   5,233
Deferred tax assets     110,102   124,941
   TOTAL NON-CURRENT ASSETS     606,138   640,209
           
CURRENT ASSETS          
           
Trade and other receivables     329,443   368,307
Trade and other receivables 11   295,309   340,934
Current income tax receivable     30,899   27,373
Derivative financial instruments 12   3,235   273
Other taxes recoverable     42,627   51,077
Other current financial assets 11   744   747
Cash and cash equivalents 11   128,824   96,977
  TOTAL CURRENT ASSETS     501,638   517,381
           
TOTAL ASSETS     1,107,776   1,157,590
           

 

 

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

             
3  
 

 

ATENTO S.A. AND SUBSIDIARIES  
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION  
As of December 31, 2021 and March 31, 2022  
(In thousands of U.S. dollars, unless otherwise indicated)  
             
      December 31,   March 31,  
LIABILITIES Notes   2021   2022
      (audited)   (unaudited)
CURRENT LIABILITIES          
           
Debt with third parties 12   119,017   147,045
Derivative financial instruments 12   29,646   51,537
Trade and other payables     271,429   271,360
Trade payables     85,274   57,437
Income tax payables     8,872   8,313
Other taxes payables     88,606   98,978
Other non-trade payables     88,677   106,632
Provisions and contingencies 13   17,016   19,065
TOTAL CURRENT LIABILITIES     437,108   489,007
           
NON-CURRENT LIABILITIES          
           
Debt with third parties 12   599,262   600,507
Derivative financial instruments 12   26,302   84,881
Provisions and contingencies 13   37,672   42,730
Non-trade payables     18,654   17,624
Other taxes payable     1,653   1,670
TOTAL NON-CURRENT LIABILITIES     683,543   747,412
           
TOTAL LIABILITIES     1,120,651   1,236,419
           
NET ASSETS     (12,875)   (78,829)
           
EQUITY          
           
           
Share capital 10   49   50
Share premium     617,059   618,509
Treasury shares 10   (12,693)   (12,692)
Retained losses     (273,248)   (343,191)
Translation differences     (321,248)   (309,288)
Hedge accounting effects     (41,294)   (51,584)
Stock-based compensation     18,499   19,367
TOTAL EQUITY     (12,875)   (78,829)
                         
4  
 

 

ATENTO S.A. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2021 and 2022
(In thousands of U.S. dollars, unless otherwise indicated)
               
      For the three months ended March 31,
  Notes   2021   2022
      (unaudited)
Revenue     370,638   356,589
Other operating income     1,304   595
Other gains     11   10,772
Operating expenses:          
Supplies     (20,924)   (27,415)
Employee benefit expenses     (282,840)   (279,261)
Depreciation     (17,689)   (18,277)
Amortization     (12,795)   (11,944)
Changes in trade provisions     1,538   (169)
Other operating expenses     (30,675)   (26,133)
OPERATING PROFIT     8,568   4,756
           
Finance income     3,016   1,547
Finance costs     (24,345)   (18,268)
Change in fair value     (13,753)   (60,156)
Net foreign exchange loss     7,313   (2,877)
NET FINANCE EXPENSE     (27,769)   (79,755)
PROFIT/(LOSS) BEFORE INCOME TAX     (19,201)   (74,998)
Income tax expense 14   (979)   4,429
PROFIT/(LOSS) FOR THE YEAR     (20,180)   (70,570)
EARNINGS/(LOSS) PER SHARE:          
Basic earnings/(loss) per share (in U.S. dollars) 15   (1,44)   (4,99)
Diluted earnings/(loss) per share (in U.S. dollars) 15   (1,44)   (4,99)
 
 
 
 
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
                 
5  
 

 

ATENTO S.A. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
For the three months ended March 31, 2021 and 2022
(In thousands of U.S. dollars, unless otherwise indicated)
         
  For the three months ended March 31,
  2021   2022
  (unaudited)
       
Loss for the year (20,180)   (70,570)
       
Other comprehensive income/(loss) to be reclassified to profit and loss in subsequent periods:      
Net Investment hedge 1,692     (36,712)
Exchange differences on translation of foreign operations (14,167)   26,421
Translation differences (26,694)   11,960
Other comprehensive income/(loss) (39,169)   1,669
Total comprehensive income/(loss) (59,349)   (68,901)
Total comprehensive income/(loss) attributable to:      
Owners of the parent (59,349)   (68,901)
Non-controlling interest -   -
Total comprehensive income/(loss) (59,349)   (68,901)
       
 
 

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

           

 

6  
 

 

 

ATENTO S.A. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the three months ended March 31, 2021 and 2022
(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 on January 1, 2021 49 613,619 (12,312) (178,988) (280,715) (37,360) 15,833 119,676 119,676
Comprehensive income/(loss) for the year - - - (20,180) (26,694) (12,475) - (59,349) (59,349)
Loss for the period - - - (20,180) - - - (20,180) (20,180)
Other comprehensive income/(loss) - - - - (26,694) (12,475) - (39,169) (39,169)
Stock-based compensation - - - - - - 1,642 1,642 1,642
Shares delivered - 1,804 (339) - - - (1,465) - -
Acquisition of treasury shares - - (369) - - - - (369) (369)
Monetary correction caused by hyperinflation - - - (851) - - - (851) (851)
Balance on March 31, 2021 49 615,423 (13,020) (200,019) (307,409) (49,835) 15,560 60,749 60,749

 

 

  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 on January 1, 2022 49 617,059 (12,692) (273,248) (321,248) (41,293) 18,499 (12,875) (12,875)
Comprehensive income/(loss) for the period - - - (70,570) 11,960 (10,291) - (68,901) (68,901)
Loss for the year - - - (70,570) - - - (70,570) (70,570)
Other comprehensive income/(loss) - - - - 11,960 (10,291) - 1,669 1,669
Stock-based compensation - - - - - - 2,318 2,318 2,318
Shares delivered - 1,450 - - - - (1,450) - -
Shares increase 1 - - - - - - 1 1
Acquisition of treasury shares - - - - - - - - -
Monetary correction caused by hyperinflation - - - 627 - - - 627 627
Balance on March 31, 2022 50 618,509 (12,692) (343,191) (309,288) (51,584) 19,367 (78,829) (78,829)

 

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

 

7  
 

 

ATENTO S.A. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2021 and 2022
(In thousands of U.S. dollars, unless otherwise indicated)
       
      For the three months ended Mach 31,
  Notes   2021   2022
Operating activities          
Profit/(loss) before income tax     (19,201)   (74,499)
Adjustments to reconcile profit/(loss) before tax to net cash flows:          
Amortization and depreciation     30,484   30,221
Changes in trade provisions     (1,538)   169
Share-based payment expense     2,173   2,484
Change in provisions     8,746   11,232
Grants released to income     (172)   (170)
Losses on disposal of property, plant and equipment     (89)   328
Finance income     (3,016)   (1,547)
Finance costs     24,345   18,268
Net foreign exchange differences     (7,313)   4,037
Change in fair value of financial instruments     13,753   60,156
Changes in other (gains)/losses     (11)   (309)
      67,362   124,869
Changes in working capital:          
Changes in trade and other receivables     (35,981)   (5,162)
Changes in trade and other payables     17,192   (43,812)
Other payables     1,080   4,907
      (17,709)   (44,067)
           
Interest paid     (29,317)   (26,054)
Interest received     7,728   265
Income tax paid     (3,972)   (3,033)
Other payments     (5,447)   (7,964)
      (31,008)   (36,786)
Net cash flows from operating activities     (556)   (30,983)
Investing activities          
Payments for acquisition of intangible assets     (899)   (2,109)
Payments for acquisition of property, plant and equipment     (6,582)   (11,680)
Net cash flows used in investing activities     (7,481)   (13,789)
Financing activities          
Proceeds from borrowings from third parties     501,767   93,703
Repayment of borrowings from third parties     (507,723)   (68,541)
Payments of lease liabilities     (8,073)   (20,573)
Payments of financial instruments     -   (35)
Acquisition of treasury shares     (369)   -
Net cash flows provided by/(used in) financing activities     (14,398)   4,554 
Net (decrease)/increase in cash and cash equivalents     (22,435)   (40,218)
Effect of exchange rate changes on cash     (10,505)   8,371
Cash and cash equivalents at beginning of year     208,994   128,824
Cash and cash equivalents at end of year     176,054   96,977
           

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

             
8  
 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 2022

 

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 delivery centers or multichannel platforms.

The Company was incorporated on March 5, 2014 under the laws of the Grand-Duchy of Luxembourg, with its current registered office in Luxembourg at 1, rue Hildegard Von Bingen, L-1282.

The principal shareholders with majority of interest 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 (funds controlled by HPS Investment Partners, LLC) and Chesham Investment Pte Ltd. (fund controlled by GIC Asset Management Pte., LTD) and Taheebo Holdings LLC (fund controlled by Farallon Capital Management, LLC).

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, except for 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, except for the intermediate holding companies, is to establish, manage and operate through multichannel platforms; to provide telemarketing, marketing and “call center” services, as well. The Company’s ordinary shares are traded on NYSE under the symbol “ATTO”.

The unaudited interim condensed consolidated financial information was approved by the Board of Directors on April 21, 2022.

 

2) BASIS OF PRESENTATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

The interim condensed consolidated financial information for the three months ended March 31, 2022 has been prepared in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) prevailing on March 31, 2022.

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, 2021. The interim condensed consolidated financial information has 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 and financial liability related to the option for acquisition of non-controlling interest, 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. 

 

9  
 

 

 

3) ACCOUNTING POLICIES

There were no significant changes in accounting policies and calculation methods used for the interim condensed consolidated financial information as of March 31, 2022 in relation to those presented in the annual financial statements for the year ended December 31, 2021.

 

a) Critical accounting estimates and assumptions

The preparation of interim condensed consolidated financial statements under IFRS as issued by the IASB requires the use of certain assumptions and estimates that affect the carrying amount of assets and liabilities within the next financial year.

Some of the accounting policies applied in preparing the accompanying interim condensed consolidated financial statements 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 considers 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 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 is as follow:

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, 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, considering all available information as of the reporting date, including the opinions of independent experts such as legal counsel or consultants.

 

The Company classifies the risk of loss in legal proceedings as probable, possible, or remote. If the Company has lawsuits whose values are not known or reasonably estimated, but the likelihood of loss is probable, these will not be recorded, but their nature will be disclosed as well the lawsuits classified as possible.

 

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. 

 

10  
 

 

Fair value of derivatives

The Atento Group uses derivative financial instruments to mitigate risks, primarily derived from possible fluctuations in exchange rates. Derivatives are recognized at the inception of the contract at fair value.

 

The fair values of derivative financial instruments are calculated based on 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.

 

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 risk: market risk (including foreign currency risk and interest rate 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 financial returns. 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, 2021. For the three months ended March 31, 2022 there have not been changes in any risk management policies.

 

a) Market risk

Interest rate risk in respect of cash flow and fair value

Interest 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 fluctuations in interest rates. On March 31, 2022, 6,2% of financial debt with third parties (not including derivative financial instrument) bore interests at variable rates, while on December 31, 2021 this amount was 4.4%. In both December 31, 2021 and March 31, 2022, the exposure was to the Brazilian CDI rate and the TJLP (Brazilian Long-Term Interest Rate).

We also have exposure to the Brazilian CDI rate on some of our cross-currency swaps entered after the Senior Secured Notes refinancing in February 2021. In such instruments, we exchange a fixed amount of U.S. dollars for a variable amount of Brazilian Reais, which is determined as a percentage of CDI (the Brazilian Interbank Market Rate).

 

11  
 

 

Foreign currency risk

Our foreign currency risk arises from local currency revenues, receivables, and payables, while the U.S. dollar is our functional and reporting 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 our operations in foreign countries with functional currencies different than U.S Dollars. To reduce the foreign currency risk in our operations in Spain, Peru and Brazil, Spain we entered into cross-currency swaps pursuant to which we exchange a fixed amount of U.S. dollars for a fixed amount of Euro and Peruvian Soles (fixed-fixed rate cross-currency swaps), and a fixed amount of U.S. dollars for a variable amount of Brazilian Reais (fixed-floating rate cross-currency swaps).

The total amount of interest (coupon) payments is covered until the final maturity date (February 2026) of the Senior Secured Notes due 2026. The cross-currency swaps in place also include Principal Exchange in the same currency pairs mentioned above, which mature in February 2024. The referred cross-currency swaps are the only derivative transactions we have in place in Atento Group.

As of March 31, 2022, the estimated fair value of the cross-currency swaps totaled a net liability of 133,849 thousand U.S. dollars (net liability of 39,957 thousand U.S. dollars as of December 31, 2021).

b) 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 (see Note 13). 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 our Corporate Treasury policy based on the conditions prevailing in the markets and the countries where Atento operates. The Corporate Treasury policy establishes: (i) the maximum amounts to be invested per counterparty, based on their ratings (long- and short-term debt ratings) ; (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.

c) Liquidity risk

For March 2022, Company has presented in your interim condensed consolidated Financial Statement a negative shareholders’ equity performed an extensive analysis over events and transactions that arise deterioration of equity. Company identified that main factors in which this decrease was driven by refers to non-cash events and when it’s excluded any effect of non-cash, operating profit are being generated. The directors have, at the time of approving the financial statements, a reasonable expectation that the Group have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. The Atento Group seeks to match its debt maturity schedule to its capacity to generate cash flows to meet the payments of financial commitments. In practice, this has meant that the Atento Group’s average debt maturity must be long enough to support business operation normal conditions.

 

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4.2 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, as going concern, 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 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 forecasted 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 on dividend distributions, payments or distributions to the shareholders, the incurrence of additional debt, and on investments and disposal of assets. As of the date of these interim condensed consolidated financial statements, 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.

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, 2021 and March 31, 2022 are classified as Level 2. No transfers were carried out between the different levels during the period.

 

5) SEGMENT INFORMATION

The Atento Group uses EBITDA to track the performance of its segments and to establish operating and strategic targets. Management believes that EBITDA provides an important measure of the segment’s operating performance to evaluate and compare the segments’ operating results from period to period. EBITDA is defined as profit/(loss) for the period before net finance expense (which includes finance income, finance costs, change in fair value of financial instruments and net foreign exchange losses), income taxes and depreciation and amortization.

 

13  
 

 

The following tables present financial information for the Atento Group’s operating segments for the period ended March 31, 2021 and 2022 unaudited (in thousand U.S. dollars):

For the three Months ended March 31, 2021          
  Thousands of U.S. dollars
  EMEA Americas Brazil Other and eliminations Total Group
Revenue        
Sales to other companies 34,672 102,533 112,095 - 249,300
Sales to Telefónica Group 34,415 49,974 36,490 - 120,879
Sales to other group companies (*) - 1,636 294 (1,471) 459
Total Revenue 69,087 154,143 148,879 (1,471) 370,638
           
Income/(Expenses)          
Supplies (10,048) (3,469) (8,481) (1,074) (20,924)
Employee benefit Expenses (48,904) (120,669) (111,918) 1,350 (282,840)
Changes in trade provision 64 (125) (1,600) - 1,538
Other operating income and expense (65,522) (141,315) (130,176) 2,427 (331,586)
EBITDA 6,565 12,828 18,703 956 39,052
           
Depreciation and amortization         (30,484)
Net finance expense         (27,769)
Profit/(loss) before income tax         (19,201)

 

Other disclosures

               

Capital expenditure

1,094 850 10,006 (1) 11,949
Intangible, Goodwill and PP&E 43,553 139,336 216,120 405 399,414
Allocated assets 395,853 527,245 497,432 (329,249) 1,091,281
Allocated liabilities 150,034 300,481 421,732 158,285 1,030,352
                 
(*) Includes the allocated revenue among the operating segments.                
                 
                 

 

 

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For the period ended March 31, 2022                  
  Thousands of U.S. dollars
  EMEA   Americas   Brazil   Other and eliminations   Total Group
Revenue                  
Sales to other companies 31,523   104,763   108,522   -   244,808
Sales to Telefónica Group 32,801   41,923   37,826   -   112,550
Sales to other group companies (*) -   -   -   (770)        (770)
Total Revenue 64,325   146,686   146,348   (770)   356,589
                   

Income/(Expenses)

                 
Supplies (9,296)   (4,817)   (13,913)   (612)   (27,415)
Employee benefit expenses (47,139)   (119,216)   (111,971)   935   (279,261)
Impairment charges -   -   -   -   -
Changes in trade provision (125)           11          (55)   -        (169)
Other operating income and expense (4,465)   (14,239)   (10,655)   (3,225)   (26,133)
EBITDA 3,559   9,187   21,689   542   34,977
                   

Net finance expense

                (79,755)
Depreciation and amortization                 (30,221)
Profit/(loss) before income tax                 (74,999)
                   
Other disclosures                  
Capital expenditure 1,455   2,710   4,305   -   8,469
Intangible, Goodwill and PP&E 36,877   149,891   233,877   281   420,926
Allocated assets 360,689   551,671   534,144   (326,315)   1,120,189
Allocated liabilities 133,057   346,894   483,271   149,759   1,112,981
                   

(*) Includes the allocated revenue among the operating segments

 

6) INTANGIBLE ASSETS

The main changes in intangible assets between the three-month period ended March 31, 2022 and the year ended the December 31, 2021 are related to amortization of period and the positive impact of exchange variance mainly in Brazil. There is no significant acquisition or disposal of intangible assets for the three-month period ended March 31, 2022.

 

7)       GOODWILL

The main changes in goodwill between the three-month period ended March 31, 2022 and the year ended the December 31, 2021 are related to positive impact of exchange variance mainly in Brazil. There is no acquisition or disposal of entities or any transaction that could arise a goodwill for the three-month period ended March 31, 2022.

 

8) PROPERTY, PLANT AND EQUIPMENT (PP&E)

The main changes in intangible assets between the three-month period ended March 31, 2022 and the year ended the December 31, 2021 are related to amortization of period and the positive impact of exchange variance mainly in Brazil. There is no significant acquisition or disposal of property, plant and equipment for the three-month period ended March 31, 2022.

 

9) LEASES

The main changes in lease between the three-month period ended March 31, 2022 and the year ended the December 31, 2021 are related to amortization of period and the positive impact of exchange variance mainly in Brazil. There is no significant acquisition or disposal of lease for the three-month period ended March 31, 2022.

 

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10) EQUITY

Share capital

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.

On January 14, 2022, the Board approved to increase the share capital of the Company within its authorized share capital by an amount of one thousand twenty-three Euros and thirteen cents (EUR 1,023.13) through the issuance of four hundred fifty-one thousand six hundred sixty-seven (451,667) new shares without nominal value to employees each having an implied par value of EUR 0.002265256, to be paid out of distributable reserves of the Company from the current amount of EUR 33,978.85 to EUR 35,001.98.

As of March 31, 2022, share capital was 50 thousand U.S. dollars, equivalent to €35,001 (49 thousand U.S. dollars, equivalent to €33,979 as of December 31, 2021), divided into 15,451,667 shares (15,000,000 shares on December 31, 2021).

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.

In 2022, the Company vested the total of 451,667 TRSUs with a total impact in share premium of 1,450 thousand of U.S. dollars.

Treasury shares

For March 31, 2022, Atento S.A. had the corresponding to 951,957 shares of the reserve share split)

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 March 31, 2022, no legal reserve had been established, mainly due to the losses incurred by Atento S.A.

Hedge accounting effects

On January 1, 2019 Atento formalized at a meeting of the “Board of Directors”, which took place on December 20, 2018, its intention to renew the loan agreement between Atento Luxco 1 and Atento Brasil on its maturities per indefinite time and designate it as permanent equity, as the repayment is neither planned nor likely to occur in the foreseeable future. Therefore, changes in fair value related to the USD-BRL exchange rate is recorded in equity as part of other comprehensive income.

At the same time the, on January 1, 2019, the Cross-Currency Swap USD BRL was designated as a 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. Therefore, changes in fair value related to the USD-BRL Cross-Currency Swap are recorded in equity as part of other comprehensive income. 

 

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Also, on January 1, 2020 the Company assigned 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 in fair value related to the USD-MXN exchange rate are now recorded in equity as part of other comprehensive income.

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.

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 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 – 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:

1. Stock Options (“SOP”)

• Grant date: August 3, 2020

• Amount: 1,524,065 SOPs

• 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

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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

• Amount: USD 4,305,100

• *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) on August 3, 2023 and the possibility to opt to receive part of this incentive in shares – at least 50% (*with a 3-year holding restriction condition until August 2026 to be eligible 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.

1. Stock Options (“SOP”)

• Grant date: August 3, 2020

• Amount: 195,000 SOPs

• Vesting period: 100% of the SOPs vests on August 3, 2023

• There are no other vesting conditions

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

• Amount: 121,802 PRSUs

• 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 

 

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Board Grant 2021

On February 24, 2021, Atento granted a new share-based payment to to Board directors 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

• Amount: 51,803 RSUs

• Vesting period: 100% of the RSUs 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:

3. Stock Options (“SOP”)

• Grant date: February 24, 2021

• Amount: 621,974 SOPs

• 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:

4. Long-Term Performance Award

• Grant date: February 24, 2021

• Amount: USD 5,409,837

• *Matching shares Amount: USD 2,704,919

• 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.

 

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The 2021 Plan – Board and Extraordinary

On November 3, 2021, Atento granted a new share-based payment 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: November 23, 2021

• Amount: 40,000 RSUs

• Vesting period: 100% of the RSUs vests on November 3, 2024

• There are no other vesting conditions

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.

The fair value of cash-settled share-based payment transactions is measured using the same principles as for measuring equity-settled transactions. The fair value of the liability for cash-settled transactions is re-measured at each reporting date and at the date of settlement. Any changes in fair value are recognized in profit or loss for the period.

c) Outstanding RSUs

 

The table below summarize the total of Outstanding shares for March 31, 2022  

 

Shared-Based Payment Shares Outstanding  
The 2020 Plan – Stock Options 1,222,269 SOP
The 2020 Plan – Performance Award (Potential Matching Shares) 1,797,550 SOP
The 2020 Plan – Extraordinary SOP 195,000 SOP
The 2021 Special Grant 121,802 PRSU
The 2021 Plan – Stock Options 376,785 SOP
The 2021 Plan – Performance Award (Potential Matching Shares) 2,372,524 SOP
The 2021 Plan – Board and Extraordinary 40,000 RSU
Total 6.125,930  

 

d) Impacts in Profit or Loss

In the three months ended March 31, 2022, 2,571 thousand U.S. dollars related to stock-based compensation and the related social charges were recorded as employee benefit expenses. 

 

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11) FINANCIAL ASSETS

As of December 31, 2021 and March 31, 2022, all the financial assets of the Company are classified as amortized cost except for the derivative financial instruments that are classified as financial assets at fair value.

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.

 

The breakdown of “Trade and other receivables” as of December 31, 2021 and March 31, 2022 is as follows:

 

 

  Thousands of U.S. dollars  
  12/31/2021   03/31/2022  
Non-current trade receivables 3,466   492  
Other non-financial assets (*) 16,336   20,199  
Non-current Prepayments 2,438   2,895  
Total non-current 22,240   23,586  
Current trade receivables billed 134,652   134,021  
Current trade receivables unbilled 148,055   176,56  
Other receivables 756   9,208  
Prepayments 7,275   10,509  
Personnel 4,571   10,636  
Total current 295,309   340,934  
Total 317,549   364,520  
(*) "Other non-financial assets" as of December 31, 2021 and March 31, 2022 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
  12/31/2021   03/31/2022
Cash at bank and in hand 93,464   78,498
Short-term financial investments 35,360   18.480
Total 128,824   96,977

 

“Short-term financial investments” comprises short-term fixed income securities in Brazil, which mature in less than 90 days from acquisition date and can be converted into cash immediately and accrue interest pegged to the CDI. 

 

21  
 

 

12) FINANCIAL LIABILITIES

 

As of December 31, 2021 and March 31, 2022, all the financial liabilities of the Company are classified as other financial liabilities at amortized cost, except for the derivative financial instruments that are classified as financial liability at fair value.

 

Details of debt with third parties as of December 31, 2021 and March 31, 2022 are as follows:

  Thousands of U.S. dollars
  12/31/2021   03/31/2022
Senior Secured Notes 488,389   488,524
Bank borrowing 1358   211
Lease liabilities 110,515   111,772
Total non-current 599,262   600,507
Senior Secured Notes 15,556   5,556
Super Senior Credit Facility 25,027   43,287
Bank borrowing 33,117   48,615
Lease liabilities 45,317   49,587
Total current 119,017   147,045
TOTAL DEBT WITH THIRD PARTIES 718,279   747,552

 

 

Details of the Senior Secured Notes at each reporting date are as follows:

 

      Thousands of U.S. dollars
      2021   2022
Maturity Currency   Principal   Accrued interests   Total debt   Principal   Accrued interests   Total debt
2022 U.S. dollar   488,389   15,556   503,945   488,524   5,556   494,080

 

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 fair value of the 8.00% Senior Secured Notes due 2026, calculated on the basis of their quoted price on March 31, 2022, is $501,642 ($536,818 million on December 31, 2021).

 

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Bank borrowings

The follow table presents the main transaction relates to bank borrowings:

Description   Currency   Signed Date   Principal Amount (LC million)   Maturity   Interest rate   As of March 31, 2022 (USD)
BNDES   BRL   February 2014   300,000   October 2022   Energy Efficiency Project: TJLP +   0,203
Banco de America Central   USD   October 2017   1,600   October 2022   8,0%   1,169
Banco ABC Brasil   BRL   February 2022   50,000   October 2022   DI+3,0%   10,697
Banco de Lage   BRL   June 2020   10,000   June 2023   9,0%   1,055
Banco ABC Brasil   BRL   August 2020   50,000   February 2022   DI+2,7%   7,660
Banco do Brasil   BRL   October 2020   30,000   August 2022   DI+2,65%   6,391
Banco ITAU   BRL   March 2022   45,000   June 2022   DI+3,2%   9,566
Banco Bradesco   BRL   November 2021   55,000   November 2022   DI+2,3%   12,085
                   

 

Total Debt

  48,826

 

 

 

Details of derivative financial instruments as of December 31, 2021 and March 31, 2022 are as follows:

 

    Thousands of U.S. dollars
    12/31/2021   03/31/2022
  Assets   Liabilities   Assets   Liabilities
Cross currency swaps   15,992   (55,948)   2,570   (136,419)
Total   15,992   (55,948)   2,570   (136,419)
                 
Current portion   3,235    (29,646)   272   (51,537)
Non-current portion   12,757   (26,302)   2,298   (84,882)

 

The Company is hedging the risk of changes in the USD equivalent value of a portion of its net investment in its consolidated Subsidiaries attributable to changes in the USD-subsidiary currency between the designation date and maturity date of the Hedging Instrument. 

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On March 31, 2022 details of cross-currency swaps that do not qualify for hedge accounting and net investment hedges were as follows:

2022 Derivative´s operation results                            
Bank   Maturity   Purchase currency   Selling currency   Notional (thousands)   Fair value assets   Fair value liability   Other comprehensive income  

Change in

OCI

  Statements of operations - Change in fair value
                                     
Nomura International plc   Feb-26   USD   BRL   326,450   43   (23,988)   8,620   (8,812)   8,776
Morgan Stanley   Feb-26   USD   BRL   651,350   65   (27,955)   3,464  

  12,850
Morgan Stanley   Feb-26   USD   PEN   277,050   2,298   (889)   (1,218)   5,172   2,121
Goldman Sachs International   Feb-26   USD   BRL   1,301,000   164   (83,587)   23,096   (22,616)   36,375
Nomura International plc*   Feb-26   EUR   USD   61,526   -   -   (3,585)   (113)   35
                                     
                                     
Total Active                   2,570   (136,419)   33,952   (36,600)   60,122
Effect on OCI of derivatives terminated in 2022*                   -   -   (3,585)   (113)   35
Effect on OCI of derivatives terminated prior to 1 January                   -   -   (13,510)   -   -
                                     
Total                   2,570   (136,419)   16,867   (36,713)   60,157

 

On January 04, 2022, Atento Luxco 1 S.A. unwound the 80.0 million U.S dollars principal exchange in the USD/BRL cross-currency swap entered with Morgan Stanley on February 26, 2021. The resulting cross-currency swap with Morgan Stanley is now coupon-only and the BRL pay leg rate was reduced from 182.0% to 142.25% of the CDI (Brazilian Interbank Market Rate).

On March 23, 2022, Atento Luxco 1 S.A. unwound the full EUR/USD cross-currency swap entered with Nomura on February 25, 2021. The resulting fair value of 4,130 thousand U.S. dollars was credited on March 25, 2022.

Summary of outstanding derivatives as of March 31, 2022 are as follows:

 

 

Counterparty Product Receive/Pay Currency Coupon * Notional Receive Coupon Notional Pay Receive Rate Pay Rate USD Principal Exchange (Feb. 2024)
Goldman Sachs Cross Currency Swap USD /USD 200,000,000 200,000,000 8.00% 6M Libor + 6.96% 150,000,000
    USD /BRL 200,000,000 1,101,000,000 6M Libor + 6.93% 175.91% of CDI  
Morgan Stanley Cross Currency Swap USD /USD 100,000,000 100,000,000 8.00% 6M Libor + 6.90% 80,000,000
    USD /BRL 100,000,000 551,350,000 6M Libor + 6.90% 142.25% of CDI  
Nomura Cross Currency Swap USD /USD 50,000,000 50,000,000 8.00% 6M Libor + 6.90% 50,000,000
    USD/BRL 50,000,000 276,450,000 6M Libor + 6.90% 188.80% of CDI  
Morgan Stanley Cross Currency Swap USD/PEN 75,000,000 277,050,00 8,00% 9,40% 70,000,000
               
                   

  

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13) PROVISIONS AND CONTINGENCIES

 

Atento is involved in legal proceedings, litigation and claims incidental to the conduct of our business, the outcome of which is inherently uncertain. Labor-related litigation account for the vast majority of our active judicial caseload (with respect to the total number of outstanding proceedings), due to the operational cycle of our business, given that agreements with our clients have a direct impact on our workforce. This implies both individual and collective employment disputes within normal course of business, including claims for dismissals or claims concerning other employment conditions (i.e., daily and general work routines, overtime rules). In addition, we are regularly party to ongoing disputes with local social security authorities in the jurisdictions in which we operate.

The main changes in provisions and contingencies between the three-month period ended March 31, 2022 and the year ended the December 31, 2021 are related to provisions relating to employee claims mainly in Brazil.

 

As of March 31, 2022, main lawsuit outstanding in the courts were as follows:

Brazil

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 70,499 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 26th, 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 11th, 2020 CARF issued a partially favourable 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 46,379 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 10th, 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 20,420 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. 

 

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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 March 31,
  2021   2022
(unaudited)
Current tax expense (4,571)   (3,259)
Deferred tax 3,592   7,688
Total income tax (expense)/benefit (979)   4,429

 

 

For the three months ended March 31, 2022, Atento Group’s interim condensed consolidated financial information presented a loss before income tax in the amount of loss of (79,755) thousand U.S. dollars and an income tax benefit of 4,429 thousand U.S. dollars compared to a loss before income tax in the amount of (19,201) thousand U.S. dollars and an income tax expense of 979 thousand U.S. dollars for the three months ended March 31, 2021.

 

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 ou tstanding during the periods as demonstrated below:

 

 

For the three months ended March 31,

    2021   2022
Result attributable to equity owners of the Company        
Atento’s (loss) attributable to equity owners of the parent (in thousands of U.S. dollars)   (20,180)   (70,570)
Weighted average number of ordinary shares (*) (1)   14,090,948   14,137,809
Basic earnings/(loss) per share (in U.S. dollars) (*)   (1.44)   (4.99)

 

(*) As a consequence of the reverse share split occurred on July 28, 2020 as described in Note 19, 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.

  

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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 March 31,

    2021   2022
Result attributable to equity owners of the Company        
Atento’s profit/(loss) attributable to equity owners of the parent (in thousands of U.S. dollars)   (20,180)   (70,570)
Adjusted weighted average number of ordinary shares (*) (1)   14,090,948   14,137,809
Diluted earnings/(loss) per share (in U.S. dollars) (*) (1)   (1.44)   (4.99)

 

(*) As a consequence of the reverse share split occurred on July 28, 2020 as described in Note 19, adjusted 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 months ended March 31, 2021 and 2022, potential ordinary shares of 5,528,857 and 6.125,930 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 was prepared are John Madden, Roberto Rittes, David Garner, Antenor Camargo, Bill Payne, Antonio Viana-Baptista and Carlos López-Abadía.

 

On March 31, 2022, 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 three months ended March 31, 2021 and 2022:

 

 

  For the three months ended March 31,
2021   2022
  (unaudited)
Total remuneration paid to key management personnel 1,474   1,778

 

17) SUBSEQUENT EVENTS

At the date of this report Company has no subsequent events to disclosure.

 

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PART II – 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, 2021.

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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: May 11, 2022  
 

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

 

 

 

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