Disclosure of share capital, reserves and other equity interest [text block] | 19) EQUITY Share capital As of December 31, 2020, share capital was 49 thousand U.S. dollars, equivalent to €33,979 (49 thousand U.S. dollars, equivalent to €33,979 as of December 31, 2019), divided into 15,000,000 shares ( 15,000,000 shares in December 31, 2019). On January 18, 2019, the Board approved a share capital increase and issued 335,431 shares increasing outstanding shares to 75,406,357. On July 28, 2020, an extraordinary shareholder’s meeting approved the reverse share split of 75,406,357 ordin ary 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 owns 25.36 %; Chesham Investment Pte Ltd owns 21.85 %, Taheebo Holdings LLC owns 14,8 7 % of ordinary shares of Atento S.A. Reserve for acquisition of non-controlling interest Refers to options attributable t o Atento Brasil S.A. in the acquisition of RBrasil and Interfile in the total amount of 23,531 thousand U.S. dollars as of December 31, 2018. On May 17, 2019 and June 7, 2019, the Company acquired remaining shares of Interfile and RBrasil, respectively, and therefore the reserve for acquisition of non-controlling interest was written off. 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 sh are premium of 5,842 thou sand of U.S. dollars. Treasury shares In 2019, Atento S.A. repurchased 4,425,499 shares (corresponding to 880,330 shares of the reserve share split) at a cost of 11,141 thousand of U.S. dollars and an average price of $2.52 ($12.66 in reverse share split basis), totalizing 5,531,657 shares in treasury (corresponding to 1,100,639 shares of the reserve share split). 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 sha res 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 into 15,000,000 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 December 31, 2020, Atento S.A. had 1,010,502 shares in treasury (1,100,369 shares as of December 31, 2019, in the reverse share split ba sis). 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. At December 31, 201 9 and 20 20 , no legal reserve had been established, mainly due to the losses incurred by Atento S.A. 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. Hedge accountin g effects As discussed on Note 14, 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 rec orded 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, ch anges in fair value related to the USD-BRL Cross-Currency Swap are recorded in equity as part of other comprehensive income. Also, on January 1, 2020 the Company assigned the loan agreement between Atento Luxco 1 and Atento Mexico Holdco as permanent in eq uity, 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 o ther comprehensive income. 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 2017 Plan On July 3, 2017, Atento granted a new share-based payment arrangement to directors, officers and other employees, for the Company and its subsidiaries: 1. Time Restricted Stock Units (“RSU”) (equity settled) • Grant date: July 3, 2017 • Amount: 886,187 RSUs • Vestin g period: 100% of the RSUs vest on January 2, 2020 • There are no other vesting conditions 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 As of January 4, 2019, a total of 1,161,870 TRSUs vested, which is composed of 1,109,338 RSUs of the 2016 Plan granted on July 1, 2016, 29,300 RSUs of the Board of directors plan granted on May 31, 2017 and June 3, 2017, and 23,232 RSUs of the Board of directors plan granted on April 19, 2018. The 2019 Plan – Board and Extraordinary On March 1, 2019, 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: Ma rch 1, 2019 • Amount: 109,785 and 704,057 RSUs • Vesting period: 100% of the RSUs vests on January 2, 2020 • There are no other vesting conditions As of January 2, 2020, a total of 813,842 TRSUs vested. 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 da te: 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 As of January 2, 2020, a total of 1,305,065 TRSUs vested, which is composed of 443,490 RSUs of the 2017 Plan granted on July 3, 2017, 109,785 RSUs of the Board of directors Plan granted on March 1, 2019, 704,057 RSUs of the Board and Extraordinary Plan gra nted on March 1, 2019 and 47,733 RSUs of the 20% of the 5 Years Plan granted on March 1, 2019. 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 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 arra ngements: 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 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 h olding restriction condition until August 2026 to be eligible to receive the additional matching shares) • There are no other vesting conditions 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 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 i nputs used in the measurement of the fair values at the grant date of the 2020 Plan – Board and Extraordinary are presented below: The 2019 Plan – 5 Years: Time RSU Comments Variable Stock price (USD) 3.96 Stock price of Atento S.A. in USD at grant date March 1, 2019 Strike price (USD) 0.01 For valuation purposes set to 0.01 Time (years) 5 Time to vest as per the contract The Time RSU reflects the fact that 20% of the RSUs each year beginning on January 2, 2020 and last vested on January 2, 2024. The 201 9 Plan: Time RSU Comments Variable Stock price (USD) 2.66 Stock price of Atento S.A. in USD at grant date June 3, 2019 Strike price (USD) 0.01 For valuation purposes set to 0.01 Time (years) 2.5 Time to vest as per the contract Risk free rate 1.77% USD risk free rate obtained from Bloomberg Expected volatility 26.74% Assumption is made to base volatility on the average volatility of main competitors because Atento S.A. itself is listed in October 2014 Dividend yield 0.01% Assumption is made here that no dividends will be paid out as this is not in the line of expectations Value RSU in USD 2.65 The Time RSU reflects the fact that 100% of the Time RSUs will vest on January 3, 2022. The 2020 Plan – Board and Extraordinary : Time RSU Comments Variable Stock price (USD) 2.99 Stock price of Atento S.A. in USD at grant date March 2, 2020 Strike price (USD) 0.01 For valuation purposes set to 0.01 Time (years) 1 Time to vest as per the contract The Time RSU reflects the fact that 100% of the Time RSUs will vest on January 4, 2021. Stock Options (SOP) Comments Variable Stricke price (USD) 8.35 Strike price of Atento S.A. in USD at grant date August 3, 2020 Time (years) 3 Time to vest as per the contract 1/3 each year for 2020 Plan Time (years) 3 Time to vest as per the contract for Extraordinary SOP c) Outstanding RSUs On July 28, 2020, a Reverse Share Split occurred according to the Company’s Extraordinary General Meeting of Shareholders. The Company’s shareholders have approved a conversion of the Company’s entire share capital of 75,406,357 ordinary shares into 15,000,000 ordinary shares, without nominal value, using a ratio of conversion of 5.027090466672970, impacting in the number of RSUs agreed in the signed contract on the Grant date of the plans in force until that time. As of December 31, 2020, there are 105,728 Time RSUs outstanding related to 2018 Grant, 37,981 Time RSUs outstanding related to 2019 – Plan 5Y Grant, 424,373 Time RSUs outstanding related to 2019 Grant and 30,604 and 3,327 Time RSUs outstanding related to 2020 Board and Extraordinary Grant. Holders of RSUs will receive the equivalent in shares of Atento S.A. without cash settlement of stock values when the RSUs vest. The 2017 Plan Time RSU Outstanding December 31, 2019 443,490 Vested (443,490) Outstanding December 31, 2020 - The 2018 Plan Time RSU Outstanding December 31, 2019 647,215 Forfeited (*) (115,830) Outstanding December 31, 2020 531,385 Outstanding December 31, 2020 after Reverse Split (**) 105,728 The 2019 Plan – Board and Extraordinary Time RSU Outstanding December 31, 2019 813,842 Vested (813,842) Outstanding December 31, 2020 - The 2019 Plan – 5 Years Time RSU Outstanding December 31, 2019 238,663 Vested (47,733) Outstanding December 31, 2020 190,930 Outstanding December 31, 2020 after Reverse Split (**) 37,981 The 2019 Plan Time RSU Outstanding December 31, 2019 2,622,843 Forfeited (*) (484,401) Outstanding December 31, 2020 2,138,442 Outstanding December 31, 2020 after Reverse Split (**) 424,373 The 2020 Plan – Board and Extraordinary Time RSU Outstanding December 31, 2019 170,568 Forfeited (*) - Outstanding December 31, 2020 170,568 Outstanding December 31, 2020 after Reverse Split (**) 33,931 The 2020 Plan – Stock Option SOP Granted August 3, 2020 1,524,065 Forfeited (*) (16,547) Outstanding December 31, 2020 1,507,518 The 2020 Plan – Performance Award Performance Award Granted August 3, 2020 4,305,100 Forfeited (*) (48,800) Outstanding December 31, 2020 4,256,300 The 2020 Plan – Performance Award (Potential Matching Shares) SOP (Matching Shares) Calculated by August 3, 2020 2,152,550 Forfeited (*) (24,400) Outstanding December 31, 2020 2,128,150 The 2020 Plan – Extraordinary SOP SOP Granted August 3, 2020 195,000 Forfeited (*) - Outstanding December 31, 2020 195,000 (*) 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. The 2017 Plan Time RSU Country Balance December 31, 2018 Transfer Forfeited Vested Balance December 31, 2019 Brazil 71,497 - - - 71,497 Chile 66,028 - - - 66,028 Spain 69,398 43,915 (41,418) - 71,895 United States 608,770 (43,915) (95,718) (235,067) 234,070 Total 815,693 - (137,136) (235,067) 443,490 The 2018 Plan Time RSU Country Balance December 31, 2018 Transfer Forfeited Vested Balance December 31, 2019 Argentina 27,244 - - - 27,244 Brazil 282,743 (3,680) (58,962) - 220,101 Chile 70,009 - (4,195) - 65,814 Colombia 21,049 - - - 21,049 Spain 105,168 68,591 (48,864) - 124,895 Mexico 60,736 - (5,025) - 55,711 Peru 20,306 - - - 20,306 United States 472,965 (64,911) (195,595) (100,364) 112,095 Total 1,060,220 - (312,641) (100,364) 647,215 The 2019 Plan – Board and Extraordinary Time RSU Country Balance December 31, 2018 Granted Balance December 31, 2019 Vested Balance December 31, 2020 United States - 813,842 813,842 (813,842) - Total - 813,842 813,842 (813,842) - The 2019 Plan – 5 Year Time RSU Country Balance December 31, 2018 Granted Balance December 31, 2019 Vested Balance December 31, 2020 Atento Luxembourg - 238,663 238,663 (47,733) 190,930 Total - 238,663 238,663 (47,733) 190,930 The 2019 Plan Time RSU Country Balance December 31, 2018 Granted Additional Grant Forfeited Balance December 31, 2019 Argentina - 108,352 - - 108,352 Brazil - 889,108 400,000 (174,050) 1,115,058 Chile - 147,021 - (9,825) 137,196 Colombia - 53,972 - - 53,972 Spain - 478,473 133,212 (112,838) 498,847 Guatemala - - 100,000 - 100,000 Mexico - 219,963 - (5,471) 214,492 Peru - 61,175 - - 61,175 United States - 602,602 - (268,851) 333,751 Total - 2,560,666 633,212 (571,035) 2,622,843 The 2020 Plan – Board and Extraordinary Time RSU Country Balance December 31, 2019 Granted Balance December 31, 2020 Balance December 31, 2020 after Reverse Split (*) United States - 16,722 16,722 3,327 Total - 16,722 16,722 3,327 The 2020 Plan – Board and Extraordinary Time RSU Country Balance December 31, 2019 Granted Balance December 31, 2020 Balance December 31, 2020 after Reverse Split (*) Atento Luxembourg - 153,846 153,846 30,604 Total - 153,846 153,846 30,604 The 2020 Plan – Stock Option SOP Country Balance December 31, 2019 Granted Transfer Forfeited Balance December 31, 2020 Argentina - 49,355 - - 49,355 Brazil - 419,138 - (16,547) 402,591 Colombia - 21,242 - - 21,242 Spain - 226,740 - - 226,740 Mexico - 38,472 - - 38,472 Peru - 19,439 (8,058) - 11,381 Chile - - 8,058 - 8,058 Guatemala - 63,456 - - 63,456 El Salvador - 1,611 - - 1,611 United States - 684,612 - - 684,612 Total - 1,524,065 - (16,547) 1,507,518 The 2020 Plan – Performance Award Performance Award Country Balance December 31, 2019 Granted Transfer Forfeited Balance December 31, 2020 Argentina - 152,500 - - 152,500 Brazil - 1,693,200 - (48,800) 1,644,400 Colombia - 158,200 - - 158,200 Spain - 972,200 - - 972,200 Mexico - 194,500 - - 194,500 Peru - 156,800 (60,000) - 96,800 Chile - - 60,000 - 60,000 Guatemala - 157,500 - - 157,500 El Salvador - 16,000 - - 16,000 United States - 804,200 - - 804,200 Total - 4,305,100 - (48,800) 4,256,300 The 2020 Plan – Performance Award (Potential Matching Shares) SOP (Matching Shares) Country Balance December 31, 2019 Granted Transfer Forfeited Balance December 31, 2020 Argentina - 76,250 - - 76,250 Brazil - 846,600 - (24,400) 822,200 Colombia - 79,100 - - 79,100 Spain - 486,100 - - 486,100 Mexico - 97,250 - - 97,250 Peru - 78,400 (30,000) - 48,400 Chile - - 30,000 - 30,000 Guatemala - 78,750 - - 78,750 El Salvador - 8,000 - - 8,000 United States - 402,100 - - 402,100 Total - 2,152,550 - (24,400) 2,128,150 The 2020 Plan – Extraordinary SOP Time RSU Country Balance December 31, 2019 Granted Balance December 31, 2020 Brazil - 195,000 195,000 Total - 195,000 195,000 (*) Number of RSUs converted by the ratio of 5.027090466672970. d) Impacts in Profit or Loss In 2020 , 4,723 thousand U.S. dollars ( 7,302 thousand U.S. dollars in 2019 and 6,417 thousand U.S. dollars in 2018 ) related to stock - based compensation were recorded as employee benefit expenses. |