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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Atotech Limited | NYSE:ATC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.71 | 0 | 01:00:00 |
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of Each Class |
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Name of Each Exchange on Which Registered | ||
Common shares, $0.10 par value per share |
ATC |
The New York Stock Exchange |
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Emerging growth company |
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International Financial Reporting Standards as issued |
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F-1 |
• | the uncertainty of the magnitude, duration, geographic reach, impact on the global economy of the COVID-19 pandemic, as well as the current and potential travel restrictions, stay-at-home |
• | uncertainty, downturns, and changes in our target markets; |
• | foreign currency exchange rate fluctuations; |
• | reduced market acceptance and inability to keep pace with evolving technology and trends; |
• | loss of customers; |
• | increases in costs or reductions in the supplies of raw materials that may materially adversely affect our business, financial condition, and results of operations; |
• | our ability to provide products and services in light of changing environmental, health and safety, product liability, financial, and other legislation and regulation; |
• | our failure to compete successfully in product development; |
• | our ability to successfully execute our growth initiatives, business strategies, and operating plans; |
• | whether the secular trends we expect to drive growth in our business materialize to the degree we expect them to, or at all; |
• | material costs relating to environmental and health and safety requirements or liabilities; |
• | underfunded defined benefit pension plans; |
• | risk that the insurance we maintain may not fully cover all potential exposures; |
• | failure to comply with the anti-corruption laws of the United States and various international jurisdictions; |
• | tariffs, border adjustment taxes, or other adverse trade restrictions and impacts on our customers’ value chains; |
• | political, economic, and legal uncertainties in China, the Chinese government’s control of currency conversion and expatriation of funds, and the Chinese government’s policy on foreign investment in China; |
• | regulations around the production and use of chemical substances that affect our products; |
• | the United Kingdom’s withdrawal from the European Union; |
• | weak intellectual property rights in jurisdictions outside the United States; |
• | intellectual property infringement and product liability claims; |
• | our substantial indebtedness; |
• | our ability to obtain additional capital on commercially reasonable terms may be limited; |
• | risks related to our derivative instruments; |
• | our ability to attract, motivate, and retain senior management and qualified employees; |
• | increased risks to our global operations including, but not limited to, political instability, acts of terrorism, taxation, and unexpected regulatory and economic sanctions changes, including, for example, the recent Russia/Ukraine crisis and resulting sanctions on Russia and its economy, among other things; |
• | natural disasters that may materially adversely affect our business, financial condition, and results of operations; |
• | the inherently hazardous nature of chemical manufacturing that could result in accidents that disrupt our operations and expose us to losses or liabilities; |
• | damage to our brand reputation; |
• | Carlyle’s ability to control our common shares; |
• | our pending acquisition (the “MKS Acquisition”) by MKS Instruments, Inc. (“MKS”); |
• | any statements of belief and any statements of assumptions underlying any of the foregoing; |
• | other factors disclosed in this report; and |
• | other factors beyond our control. |
• | recessionary periods in their markets, including the impact of COVID-19 on their budgets and financial condition; |
• | their inability to adapt to rapidly changing technology and evolving industry standards, which may contribute to short product lifecycles or shifts in their strategies; |
• | their inability to develop, market, or gain commercial acceptance of their products, some of which are new and untested; |
• | their products becoming commoditized or obsolete; |
• | loss of business or a reduction in pricing power experienced by our customers and their direct and indirect customers; |
• | the emergence of new business models or more popular products and shifting patterns of demand; |
• | a highly competitive consumer products industry, which is often subject to shorter product lifecycles, shifting end-user preferences, and higher revenue volatility; and |
• | the loss of manufacturing capacity due to tightening environmental legislation and its enforcement. |
• | business and macroeconomic changes, including downturns in the electronics (“EL”) and general metal finishing (“GMF”) plating markets and the overall global economy; |
• | geopolitical changes and instability, including trade disputes and military conflicts, such as the Russia/Ukraine crisis and the resulting sanctions imposed on Russia and its economy; |
• | seasonality in both our segments, which generally experience their strongest revenue in the second half of each fiscal year, mostly driven by consumption trends during the holiday season, and their lowest revenue in the first quarter of each fiscal year, mostly driven by the slowdown in production in China as a result of the Chinese New Year, which can result in a sequential decline in our revenues in the first quarter of a fiscal year relative to the fourth quarter of the prior fiscal year; |
• | changes in consumer confidence caused by many factors, including changes in interest rates, credit markets, expectations for inflation, unemployment levels, and energy or other commodity prices; |
• | fluctuations in demand for our customers’ and their customers’ products; |
• | our ability to forecast our customers’ demand for our products accurately; |
• | our ability to anticipate secular trends that affect demand for our products and the degree to which those trends materialize; |
• | our customers’ ability to manage the inventory that they hold and to forecast accurately their demand for our products; |
• | our ability to achieve cost savings and improve yields and margins on our new and existing products; and |
• | our ability to utilize our capacity efficiently or acquire additional capacity in response to customer demand. |
• | political instability; |
• | acts of terrorism and military actions in response to such acts; |
• | wars or military conflicts, such as the Russia/Ukraine crisis; |
• | unexpected changes in regulatory environments and government interference in the economy; |
• | changes to economic sanctions laws and regulations, including regulatory exemptions that currently authorize certain of our limited dealings involving sanctioned countries or the recent sanctions imposed by the United States and European nations against Russia as a result of the Russia/Ukraine crisis; |
• | increasingly stringent laws related to privacy and consumer and data protection, including the E.U. General Data Protection Regulation and U.S. State privacy and security breach notification laws; |
• | international trade disputes that could result in tariffs or other protectionist measures; |
• | varying tax regimes, including with respect to the imposition of confiscatory taxes, other unexpected taxes, or withholding taxes on remittances and other payments by our partnerships or subsidiaries; |
• | differing labor regulations, particularly in Germany and China where we have a significant number of employees; |
• | rising wages; |
• | foreign exchange controls and restrictions on repatriation of funds; |
• | fluctuations in foreign currency exchange rates; |
• | inability to collect payments, or seek recourse under, or comply with ambiguous or vague commercial or other laws; |
• | difficulty in obtaining, or denial of, export licenses or delay or interruption of the transportation of our products; |
• | differing protections for intellectual property rights; |
• | increased risk of cybersecurity incidents and cyberattacks from third-party and state actors and privacy violations; |
• | the effects of global climate change; |
• | difficulties in attracting and retaining qualified management and employees, or rationalizing our workforce; |
• | increased credit risk and different financial conditions of customers and distributors may necessitate longer payment cycles of accounts receivable or result in increased bad debt write-offs (including due to bankruptcy) or additions to reserves; |
• | differing business practices, which may require us to enter into agreements that include non-standard terms; and |
• | difficulties in penetrating new markets due to entrenched competitors, lack of recognition of our brand, and lack of local acceptance of our products and services. |
• | storage tank leaks and ruptures; |
• | explosions and fires; |
• | inclement weather and natural disasters; |
• | terrorist attacks; |
• | cybersecurity breaches; |
• | mechanical failure; |
• | unscheduled downtime; |
• | labor difficulties; |
• | transportation interruptions; and |
• | chemical spills and other discharges or releases of toxic or hazardous substances or gases. |
• | limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, general corporate purposes, or other purposes; |
• | require us to devote a substantial portion of our annual cash flow to the payment of interest on our indebtedness; |
• | expose us to the risk of increased interest rates as, over the term of our debt, the interest cost on a significant portion of our indebtedness is subject to changes in interest rates; |
• | hinder our ability to adjust rapidly to changing market conditions; |
• | limit our ability to secure adequate bank financing in the future with reasonable terms and conditions or at all; and |
• | increase our vulnerability to and limit our flexibility in planning for, or reacting to, a potential downturn in general economic conditions or in one or more of our businesses. |
• | reduce funds available to us for purposes such as working capital, capital expenditures, research and development, strategic acquisitions, and other general corporate purposes; |
• | restrict our ability to introduce new products or exploit business opportunities; |
• | increase our vulnerability to economic downturns and competitive pressures in the markets in which we operate; and |
• | place us at a competitive disadvantage. |
• | as a result of the volatility in commodity prices, we may encounter difficulty in achieving sustained market acceptance of past or future price increases, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows; |
• | under difficult market conditions, there can be no assurance that borrowings under our revolving credit facility would be available or sufficient, and in such a case, we may not be able to successfully obtain additional financing on reasonable terms, or at all; |
• | in order to respond to market conditions, we may need to seek waivers from various provisions in the credit agreement governing our Senior Secured Credit Facilities, and in such case, there can be no assurance that we can obtain such waivers at a reasonable cost, if at all; |
• | market conditions could cause the counterparties to the derivative financial instruments we may use to hedge our exposure to interest rate, commodity, or currency fluctuations to experience financial difficulties and, as a result, our efforts to hedge these exposures could prove unsuccessful and, furthermore, our ability to engage in additional hedging activities may decrease or become more costly; and |
• | market conditions could result in our key customers experiencing financial difficulties and/or electing to limit spending, which in turn could result in decreased sales and earnings for us. |
• | our operating and financial performance and prospects; |
• | our quarterly or annual earnings or those of other companies in our industries; |
• | the public’s reaction to our press releases, our other public announcements, and our filings with the Securities and Exchange Commission (the “SEC”); |
• | changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common shares or the stock of other companies in our industries; |
• | the failure of research analysts to cover our common shares; |
• | strategic actions by us, our customers, or our competitors, such as acquisitions or restructurings; |
• | increased competition; |
• | new laws or regulations or new interpretations of existing laws or regulations applicable to us; |
• | changes in accounting standards, policies, guidance, interpretations, or principles; |
• | material litigation or government investigations; |
• | default on our indebtedness; |
• | changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism, natural disasters, severe weather, or responses to such events; |
• | reactions to changes in the markets for the raw materials or key inputs that impact our production or our industries generally; |
• | changes in key personnel; |
• | sales of common shares by us, Carlyle, or members of our management team; |
• | termination or expiration of lock-up agreements with our management team and principal shareholders; |
• | the granting or exercise of employee stock options; |
• | volume of trading in our common shares; and |
• | the realization of any risks described under this “ Risk Factors |
• | the requirement that a majority of the Board consist of independent directors; |
• | the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; |
• | the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | the requirement for an annual performance evaluation of the nominating and corporate governance committee and compensation committee. |
• | we are subject to certain restrictions on the conduct of our business prior to completing the MKS Acquisition, which may adversely affect our ability to execute certain of our business strategies going forward if the MKS Acquisition is not completed; |
• | we have incurred and will continue to incur significant costs and fees associated with the proposed MKS Acquisition, such as legal, accounting, financial advisor, and printing fees, regardless of whether the MKS Acquisition is completed; |
• | we may experience negative reactions from the financial markets, including negative impacts on our share price; |
• | we may experience negative reactions from our customers, regulators, and employees; |
• | matters relating to the MKS Acquisition (including integration planning) will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day |
• | as a result of certain limited circumstances as described in further detail in the following risk factor (such as if our board were to withdraw its recommendation of the MKS Acquisition, if our board were to recommend a superior competing offer within 18 weeks after the MKS Acquisition lapsing or being withdrawn, or if we breach certain material obligations in relation to the implementation of the MKS Acquisition and we fail to remedy such breach following notice from MKS), we may be required to pay MKS a termination fee of approximately $154 million or reimburse MKS for certain fees and expenses. |
Legal Name of Subsidiary |
Jurisdiction |
Proportion of voting rights and shares held (directly or indirectly) | ||
Alpha 2 B.V. | The Netherlands | 100% | ||
Alpha 3 B.V.* | The Netherlands | 100% | ||
Alpha 4 B.V. | The Netherlands | 100% | ||
Alpha 5 B.V.* | The Netherlands | 100% | ||
Alpha Germany Bidco GmbH | Germany | 100% | ||
Alpha US Bidco, Inc. | United States | 100% | ||
Atotech Argentina S.A. | Argentina | 98% | ||
Atotech Asia Pacific Ltd. | Hong Kong | 100% | ||
Atotech Asset Management GmbH | Germany | 100% | ||
Atotech Australia PTY Ltd. | Australia | 100% | ||
Atotech Beteiligungs und Management GmbH & Co. KG* | Germany | 100% | ||
Atotech Bulgaria EOOD | Bulgaria | 100% | ||
Atotech B.V.* | The Netherlands | 100% | ||
Atotech Canada Ltd. | Canada | 100% | ||
Atotech (China) Chemicals Ltd.* | China | 100% | ||
Atotech CZ, a.s. | Czech Republic | 100% | ||
Atotech de México S.A. de C.V.* | Mexico | 100% | ||
Atotech Deutschland GmbH & Co. KG* | Germany | 100% | ||
Atotech Development Center Pte. Ltd.* | India | 99.99% | ||
Atotech do Brasil Galvanotécnica Ltda. | Brazil | 100% | ||
Atotech España, S.A.* | Spain | 100% | ||
Atotech France S.A. | France | 99.99% | ||
Atotech Global Services Private Ltd. | India | 99.99% | ||
Atotech India Pte. Ltd.* | India | 99.99% | ||
Atotech İstanbul Kimya Sanayi Ticaret Limited Şirketi | Turkey | 100% | ||
Atotech Italia S.r.l.* | Italy | 100% | ||
Atotech Japan K.K.* | Japan | 100% | ||
Atotech Korea Ltd.* | Korea | 100% | ||
Atotech (Malaysia) Sdn. Bhd. | Malaysia | 100% | ||
Atotech Österreich GmbH* | Austria | 100% | ||
Atotech (Philippines) Chemicals, Inc. | The Philippines | 99.99% | ||
Atotech Poland Sp. z.o.o. | Poland | 100% | ||
Atotech Servicios de México S.A. de C.V.* | Mexico | 100% | ||
Atotech (Singapore) Chemicals Pte. Ltd. (formerly Atotech S.E.A. Pte. Ltd.) | Singapore | 100% | ||
Atotech SK, s.r.o. | Slovakia | 100% | ||
Atotech Skandinavien AB | Sweden | 100% | ||
Atotech Slovenija d.d. | Slovenia | 100% | ||
Atotech Taiwan Ltd* | Taiwan | 100% | ||
Atotech (Thailand) Co., Ltd.* | Thailand | 99.998% | ||
Atotech Vietnam Co., Ltd. | Vietnam | 100% | ||
Atotech UK Ltd. | United Kingdom | 100% | ||
Atotech UK Topco Ltd. | United Kingdom | 100% | ||
Atotech USA, LLC* | United States | 100% | ||
Atotech (Yangzhou) Chemicals Ltd. | China | 100% | ||
J-KEM International AB |
Sweden | 100% | ||
OOO “Atotech-Chemeta” |
Russia | 100% |
Legal Name of Subsidiary |
Jurisdiction |
Proportion of voting rights and shares held (directly or indirectly) | ||
Pt. Atotech Indonesia Chemicals | Indonesia | 100% | ||
UAB Atotech-Chemeta |
Lithuania | 100% | ||
Visutech Plating Ltd. | Belarus | 100% |
* | Denotes a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X. |
• | Chemistry Production Facilities—We operate 15 chemistry production facilities. |
• | Equipment Production Facilities—We operate two equipment production facilities in two countries. |
• | Technology Centers—We operate 15 technology centers in 12 countries. |
Country |
Location |
Type of Facility |
Owned/Leased | |||
Brazil | Sao Paulo | Technology Center, Production Facility | Owned | |||
Canada | Burlington | Technology Center, Production Facility | Leased | |||
China | Guangzhou(1) | Technology Center, Production Facility | Owned** | |||
China | Shanghai | Technology Center | Owned** | |||
China | Yangzhou | Production Facility | Owned** | |||
Czech Republic | Jablonec | Technology Center, Production Facility | Owned | |||
Germany | Berlin* | Technology Center | Leased | |||
Germany | Feucht | Technology Center, Production Facility | Owned | |||
Germany | Neuruppin | Production Facility | Owned | |||
Germany | Trebur | Technology Center, Production Facility | Leased | |||
India | New Delhi | Technology Center, Production Facility | Owned Owned | |||
Italy | Milan | Technology Center | Owned | |||
Japan | Koda | Production Facility | Owned | |||
Japan | Yokohama* | Technology Center | Leased | |||
Korea | Jangan | Technology Center, Production Facility | Owned** | |||
Malaysia | Penang | Production Facility | Owned** | |||
Mexico | Mexico City | Production Facility | Leased Owned | |||
Republic of Singapore | Singapore | Technology Center | Leased | |||
Slovenia | Podnart | Production Facility | Owned | |||
Taiwan | Guanyin | Technology Center, Production Facility | Owned | |||
United States of America | Rock Hill* | Technology Center, Production Facility | Owned |
Location by Region |
Number of Facilities | |
Americas | 4 | |
Europe | 7 | |
Asia | 10 |
(1) | The Guangzhou, China facility contains a chemistry production facility and an equipment production facility. |
* | Denotes a regional headquarter location. |
** | Countries where the land remains property of the state and we have a long-term lease agreement (typically 50 years). |
• | broad macroeconomic trends and factors, including general economic conditions, the impacts of the COVID-19 pandemic and governmental responses thereto, economic conditions in the markets in which we operate, consumer preferences, and rising costs of labor; |
• | technological advancements in our EL end-markets, including the advanced packaging evolution, alternative powertrains, rollout of 5G infrastructure, the adoption of next-generation mobile devices and EVs, the proliferation of big data and cloud computing, and the increasing use of IoT connected devices; |
• | secular trends in our GMF end-markets, including increased plating content per unit as a result of vehicle lightweighting, increasing quality requirements, and premiumization; |
• | increasingly stringent environmental regulations; |
• | our ability to pass through changes in the price of raw materials, in particular, palladium, to our customers; |
• | our ability to successfully develop and launch new solutions; |
• | the discontinuance of any of our products in the future in an effort to optimize our offering to our customers; |
• | seasonality in both our segments, which generally experience their strongest revenue in the second half of each fiscal year, mostly driven by consumption trends during the holiday season, and their lowest revenue in the first quarter of each fiscal year, mostly driven by the slowdown in production in China as a result of the Chinese New Year, which can result in a sequential decline in our revenues in the first quarter of a fiscal year relative to the fourth quarter of the prior fiscal year; |
• | the escalation of geopolitical instability and deteriorating market conditions associated with the Russia/Ukraine crisis; and |
• | fluctuations in foreign currency exchange rates. |
• | changes in the price of raw materials, in particular, palladium; |
• | the impact of rising inflation; |
• | the mix of products sold during any period; in particular the mix of our revenues between chemistry and equipment; |
• | the impact of our operational improvement initiatives |
• | freight and material expenses; and |
• | inventory allowances. |
Atotech UK Topco Limited |
Atotech Limited |
|||||||||||
($ in millions) |
Year ended December 31, 2019 |
Year ended December 31, 2020 |
Year ended December 31, 2021 |
|||||||||
EL Chemistry revenues |
$ | 596.2 | $ | 690.0 | $ | 803.0 | ||||||
EL Equipment revenues |
86.7 | 107.7 | 178.4 | |||||||||
Total EL Segment revenues |
682.9 | 797.7 | 981.3 | |||||||||
GMF Chemistry revenues |
469.3 | 424.0 | 501.3 | |||||||||
GMF Equipment revenues |
35.6 | 12.6 | 16.5 | |||||||||
Total GMF Segment revenues |
504.9 | 436.6 | 517.8 | |||||||||
Revenues |
1,187.8 | 1,234.3 | 1,499.2 | |||||||||
Cost of sales, excluding depreciation and amortization |
(488.2 | ) | (558.0 | ) | (731.8 | ) | ||||||
Depreciation and amortization |
(170.1 | ) | (450.3 | ) | (181.4 | ) | ||||||
Selling, general, and administrative expenses |
(277.1 | ) | (270.2 | ) | (289.5 | ) | ||||||
Research and development expenses |
(51.2 | ) | (54.4 | ) | (53.3 | ) | ||||||
Restructuring (expenses) benefit |
(13.4 | ) | (2.5 | ) | 0.6 | |||||||
Operating profit |
187.8 | (101.2 | ) | 243.8 | ||||||||
Interest expense |
(148.9 | ) | (144.5 | ) | (107.2 | ) | ||||||
Other income (expense), net |
23.5 | 20.6 | (52.4 | ) | ||||||||
Income (loss) before income taxes |
62.4 | (225.1 | ) | 84.1 | ||||||||
Income tax expense |
(54.8 | ) | (64.3 | ) | (76.6 | ) | ||||||
Consolidated net income (loss) |
$ | 7.6 | $ | (289.4 | ) | 7.5 |
Atotech UK Topco Limited |
Atotech Limited |
|||||||||||
($ in millions) |
Year ended December 31, 2019 |
Year ended December 31, 2020 |
Year ended December 31, 2021 |
|||||||||
EL Segment |
||||||||||||
EL Chemistry revenues |
$ | 596.2 | $ | 690.0 | $ | 803.0 | ||||||
EL Equipment revenues |
86.7 | 107.7 | 178.4 | |||||||||
EL Segment revenues |
682.9 | 797.7 | 981.3 | |||||||||
EL Segment Adjusted EBITDA (1) |
241.6 | 259.0 | 330.7 | |||||||||
EL Segment Adjusted EBITDA margin |
35.4 | % | 32.5 | % | 33.7 | % | ||||||
GMF Segment |
||||||||||||
GMF Chemistry revenues |
$ | 469.3 | $ | 424.0 | $ | 501.3 | ||||||
GMF Equipment revenues |
35.6 | 12.6 | 16.5 | |||||||||
GMF Segment revenues |
504.9 | 436.6 | 517.8 | |||||||||
GMF Segment Adjusted EBITDA (1) |
138.5 | 104.9 | 127.3 | |||||||||
GMF Segment Adjusted EBITDA margin |
27.4 | % | 24.0 | % | 24.6 | % |
(1) | For additional information regarding Segment Adjusted EBITDA, see note 24 to the audited financial statements included elsewhere in this report. |
• | do not reflect the significant interest expense on our debt, including the Senior Secured Credit Facilities, the Opco Notes, and Holdco Notes; |
• | eliminate the impact of income taxes on our results of operations; |
• | exclude depreciation and amortization, which are non-cash charges, and assets being depreciated and amortized will often have to be replaced in the future, and EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin do not reflect any expenditures for such replacements; and |
• | may be calculated differently by other companies, which limits their usefulness as comparative measures. |
Atotech UK Topco Limited |
Atotech Limited |
|||||||||||
($ in millions) |
Year ended December 31, 2019 |
Year ended December 31, 2020 |
Year ended December 31, 2021 |
|||||||||
Consolidated net income (loss) |
$ | 7.6 | $ | (289.4 | ) | $ | 7.5 | |||||
Interest expense, net |
148.1 | 142.0 | 97.2 | |||||||||
Income taxes |
54.8 | 64.3 | 76.6 | |||||||||
Depreciation and amortization (excluding impairment charges) |
165.4 | 166.4 | 177.0 | |||||||||
EBITDA |
375.9 | 83.3 | 358.4 | |||||||||
Non-cash adjustments(a) |
(10.2 | ) | 250.7 | 89.7 | ||||||||
Gain on disposal of fixed asset (b) |
(6.1 | ) | — | — |
Atotech UK Topco Limited |
Atotech Limited |
|||||||||||
($ in millions) |
Year ended December 31, 2019 |
Year ended December 31, 2020 |
Year ended December 31, 2021 |
|||||||||
Foreign exchange loss, net (c) |
(2.4 | ) | 14.8 | (13.0 | ) | |||||||
Restructuring (d) |
13.4 | 2.5 | (0.6 | ) | ||||||||
Transaction related costs (e) |
7.1 | 7.6 | 19.9 | |||||||||
Management fee (f) |
2.4 | 2.7 | 2.6 | |||||||||
COVID-19 adjustment(g) |
— | 2.2 | 0.9 | |||||||||
Adjusted EBITDA |
$ | 380.1 | $ | 363.9 | $ | 458.0 |
(a) | Eliminates the impact of (1) share-based compensation expenses, (2) losses on the sale of fixed assets, (3) impairment charges including, for the year ended December 31, 2020, as a result of the negative impact that the COVID-19 pandemic had on demand for products and services and the resulting impairment testing of GMF goodwill, which resulted in an impairment charge of $279.5 million, (4) mark-to-market earn-out liability initially recognized in 2019. The dollar value of these non-cash adjustments for each period presented above is set forth below: |
Atotech UK Topco Limited |
Atotech Limited |
|||||||||||
($ in millions) |
Year ended December 31, 2019 |
Year ended December 31, 2020 |
Year ended December 31, 2021 |
|||||||||
Share-based compensation |
$ | 0.2 | $ | 0.3 | $ | 9.5 | ||||||
Losses on the sale of fixed assets |
0.9 | 1.5 | 1.5 | |||||||||
Impairment charges |
4.7 | 283.9 | 4.4 | |||||||||
Mark-to-market |
(16.0 | ) | (35.0 | ) | 77.1 | |||||||
Valuation adjustment |
— | — | (2.6 | ) | ||||||||
Non-cash adjustments |
$ | (10.2 | ) | $ | 250.7 | $ | 89.7 | |||||
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(b) | Eliminates the cash impact of gains on the sale of fixed assets. |
(c) | Eliminates net foreign currency transactional gains and losses on balance sheet items. |
(d) | Eliminates charges resulting from restructuring activities principally from the Company’s cost reduction efforts. |
(e) | The values for the years ended December 31, 2020 and 2019 reflect an adjustment to eliminate (i) fees associated with the foreign currency exchange derivatives entered into in conjunction with the Acquisition, (ii) professional fees paid to third-party advisors in connection with the implementation of strategic initiatives and (iii) IPO-related costs, linked to the existing equity. The values for the year ended December 31, 2021 reflect an adjustment to eliminate (1) IPO-related costs linked to the existing equity, (2) professional fees paid to third-party advisors in connection with the implementation of strategic initiatives and (3) the increased expenses of the D&O insurance in connection with the IPO. |
(f) | Reflects an adjustment to eliminate fees paid to Carlyle. The consulting agreement pursuant to which management fees are paid to Carlyle will terminate on the earlier of (i) the second anniversary of the initial public offering and (ii) the date upon which Carlyle ceases to own more than ten percent of the outstanding voting securities of the Company. Management does not view these fees as indicative of the Company’s operational performance and the removal of these fees from Adjusted EBITDA is consistent with the calculation of similar measures under our Senior Secured Credit Facilities, the Holdco Notes Indenture, and the Opco Notes Indenture. See Item 7. “ Major Shareholders and Related Party Transactions |
(g) | Eliminates charges in connection with COVID-19, including $0.9 million for the year ended December 31, 2021 and $1.7 million for the year ended December 31, 2020 for masks, sanitizers, and other COVID-19 related expenses at certain plant and office locations as well as $0.5 million of expenses incurred during locally mandated plant shutdowns in China, Malaysia, India, and Mexico for the year ended December 31, 2020. |
Atotech UK Topco Limited |
Atotech Limited |
|||||||||||
($ in millions) |
Year ended December 31, 2019 |
Year ended December 31, 2020 |
Year ended December 31, 2021 |
|||||||||
Net cash provided by (used in): |
||||||||||||
Operating activities |
$ | 134.8 | $ | 160.6 | $ | 213.7 | ||||||
Investing activities |
$ | (70.3 | ) | $ | (55.0 | ) | $ | (51.0 | ) | |||
Financing activities |
$ | (144.6 | ) | $ | (122.0 | ) | $ | (98.4 | ) |
($ in millions) |
Principal balance as of December 31, 2021 |
Average annual interest rate, for the year ended December 31, 2021 |
Interest expense for the year ended December 31, 2021 |
|||||||||
USD Term Loan Facility |
$ | 1,343.3 | 3.0 | % | $ | 34.2 | ||||||
EUR Term Loan Facility (1) |
$ | 226.5 | 2.7 | % | $ | 5.4 |
(1) | Reflects currency exchange rate in effect at period end. |
Name |
Age |
Position | ||
Geoff Wild |
65 | Chief Executive Officer and Director | ||
Peter Frauenknecht |
56 | Chief Financial Officer | ||
Harald Ahnert |
50 | President—Electronics | ||
Gertjan van der Wal |
58 | President—General Metal Finishing | ||
Gregor P. Boehm |
57 | Director | ||
Ronald E. Bruehlman |
61 | Director | ||
Herman H. Chang |
63 | Director | ||
Friedel Drees |
41 | Director | ||
Louise Makin |
61 | Director |
Shaun Mercer |
42 | Director | ||
Gregory M. Nikodem |
43 | Director | ||
Charles W. Shaver |
63 | Director | ||
Martin W. Sumner |
47 | Director | ||
Klaus-Günter Vennemann |
67 | Director |
Name and Principal Position |
Year |
Total |
||||||
Geoff Wild, Chief Executive Officer |
2021 | $ | 3,750,665 | |||||
Peter Frauenknecht, Chief Financial Officer |
2021 | $ | 1,179,277 | |||||
Harald Ahnert, President—Electronics |
2021 | $ | 769,199 | |||||
Gertjan van der Wal, President—General Metal Finishing |
2021 | $ | 704,054 |
Name |
Common Shares or Partnership Interests |
|||
Geoff Wild |
1,916,800 | |||
Peter Frauenknecht |
871,273 | |||
Harald Ahnert |
608,891 | |||
Gertjan van der Wal |
608,891 |
• | Options and SARs non-qualified options, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the common shares subject to the award between the grant date and the exercise date. The plan administrator will determine the number of shares covered by each option and SAR, the exercise price of each option and SAR, and the conditions and limitations applicable to the exercise of each option and SAR. The exercise price of an option or SAR will not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of incentive options granted to certain significant shareholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of an option or SAR may not be longer than ten years (or five years in the case of incentive options granted to certain significant shareholders). |
• | Restricted Shares and RSUs |
• | Other Share or Cash Based Awards |
• | Exemption from the requirement to have a compensation committee and a nominating and corporate governance committee composed solely of independent members of the board of directors; |
• | Exemption from quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under Jersey law. In accordance with generally accepted business practice, our amended and restated articles of association provide alternative quorum requirements that are generally applicable to meetings of shareholders; |
• | Exemption from the New York Stock Exchange corporate governance listing standards applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the New York Stock Exchange corporate governance listing standards, as permitted by the foreign private issuer exemption; and |
• | Exemption from the requirement to obtain shareholder approval for certain issuances of securities, including shareholder approval of increases of shares available under share option plans. |
• | the approval of any action for which approval of the Company’s members is required by the Articles or by applicable law; |
• | the filling of vacancies on the Board or any of its committees; |
• | the fixing of compensation of directors for serving on the Board or any of its committees; |
• | the adoption, amendment or repeal of the Articles of the Company or any other organizational documents of the Company; |
• | the amendment or repeal of any resolution of the Board that is not by its express terms so amendable or repealable; |
• | the declaration of any dividend or distribution with respect to the units or any other equity securities of the Company; |
• | the sale, issuance, redemption or repurchase of units or any other equity securities of the Company to, by or from any person other than the Company or any of its subsidiaries (the “ Group ”), unless it relates to the execution of the Company’s management incentive plan; |
• | the entry into any material new line of business other than the business conducted by the Group; |
• | the establishment and approval of any of the Group’s (x) annual capital expenditure budget, (y) annual operating plan or (z) long-term business plan; |
• | material acquisitions or divestments or the entering into material joint ventures, in each case exceeding a value of EUR 75,000,000; |
• | the merger or consolidation of the Company with any other entity (other than another member of the Group); |
• | the dissolution or liquidation of the Company; |
• | the filing of a voluntary bankruptcy petition or the initiation of any other insolvency proceeding; |
• | approval of the initial and subsequent elections or appointments of the Chief Executive Officer or Chief Financial Officer, to the extent applicable; |
• | incur new material indebtedness (other than draws on existing revolving credit facilities in the ordinary course of business), or refinance material existing indebtedness; |
• | the selection of independent accountants or the making of any significant change in accounting or tax principles; |
• | cause or permit the Company or any member of the Group to enter into material contractual obligations outside of the ordinary course of business; |
• | the appointment of other committees of the Board or the members thereof; or |
• | any other matter that (i) is expressly prohibited to be delegated to committees by the Articles or (ii) requires action by the full Board under the Company’s Articles or Board resolution. |
Function |
December 31, 2019 |
December 31, 2020 |
December 31, 2021 |
|||||||||
Manufacturing |
781 | 923 | 1,012 | |||||||||
Administration (1) |
631 | 643 | 689 | |||||||||
Sales, Marketing & Technicians |
1,855 | 1,783 | 1,786 | |||||||||
Research & Development |
516 | 513 | 546 |
(1) | Covering general management and support personnel in areas of finance and human resources, legal, purchasing, IT, site management, operations and health, safety and environmental management. |
Country |
December 31, 2019 |
December 31, 2020 |
December 31, 2021 |
|||||||||
Germany |
943 | 940 | 970 | |||||||||
China |
1,101 | 1,123 | 1,172 | |||||||||
Taiwan |
222 | 225 | 222 | |||||||||
India |
312 | 315 | 372 | |||||||||
United States |
155 | 143 | 148 | |||||||||
Japan |
120 | 119 | 119 | |||||||||
Korea |
117 | 114 | 122 |
• | each person known to own beneficially more than 5% of the capital stock; |
• | each of our directors; |
• | each of our named executive officers; and |
• | all of our directors and executive officers as a group. |
Name of Beneficial Owner |
Number |
Percent |
||||||
Principal Shareholders |
||||||||
Carlyle(1) |
153,672,703 | 78.9 | % | |||||
Executive Officers and Directors |
||||||||
Geoff Wild |
1,916,800 | 1.0 | % | |||||
Peter Frauenknecht |
871,273 | * | ||||||
Harald Ahnert |
609,891 | * | ||||||
Gertjan van der Wal |
609,891 | * | ||||||
Gregor P. Boehm |
— | — | ||||||
Ronald E. Bruehlman |
— | — | ||||||
Herman H. Chang |
— | — | ||||||
Friedel Drees |
— | — | ||||||
Louise Makin |
— | — | ||||||
Shaun Mercer |
— | — | ||||||
Gregory M. Nikodem |
— | — | ||||||
Charles W. Shaver |
65,725 | * | ||||||
Martin W. Sumner |
— | — | ||||||
Klaus-Günter Vennemann |
— | — | ||||||
All executive officers and directors as a group (14 persons) |
4,073,580 | 2.1 | % |
* | Denotes less than 1.0% of beneficial ownership. |
(1) | Includes 93,841,130 shares held by Carlyle Partners VI Cayman Holdings, L.P., 40,937,384 shares held by CEP IV Participations, S.à r.l. SICAR, and 18,894,189 shares held by Gamma Holding Company Limited. |
• | review the relevant facts and circumstances of each related person transaction, including the financial terms of such transaction, the benefits to us, the availability of other sources for comparable products or services, if the transaction is on terms no less favorable to us than those that could be obtained in arm’s-length dealings with an unrelated third party or employees generally and the extent of the related person’s interest in the transaction; and |
• | take into account the impact on the independence of any independent director and the actual or apparent conflicts of interest. |
• | the purchase of our products and resolution of warranty claims relating to our products on an arm’s-length basis in the ordinary course of business on terms and conditions generally available to other similarly situated customers; |
• | transactions where the rates or charges involved in the transactions are determined by competitive bids; |
• | transactions in the ordinary course of business where the interest of the related person arises solely from the ownership of a class of equity securities in our Company where all holders of such class of equity securities will receive the same benefit on a pro rata basis; |
• | certain employment and compensation arrangements; and |
• | transactions in the ordinary course of business where the related person’s interest arises only from: (i) his or her position as a director of another entity that is party to the transaction; (ii) an equity interest of less than 10% in another entity that is party to the transaction; or (iii) a limited partnership interest of less than 10%, subject to certain limitations. |
• | Credit Agreement, dated as of January 31, 2017, among Alpha 3 B.V., Alpha US Bidco, Inc., Atotech Deutschland GmbH, Atotech S.E.A. Pte Ltd (n/k/a Atotech (Singapore) Chemicals Pte. Ltd.) (collectively, the “Borrowers”), Alpha 2 B.V., the lenders and other financial institutions from time to time party thereto, Bank of China Limited, Shanghai Branch, as redenomination term facilities administrative agent, and Barclays Bank PLC, as administrative agent and collateral agent (the “Agent”) (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form F-1 (File No. 333-235928)). See “Basis of Presentation |
• | Amendment No. 1 to Credit Agreement, dated as of May 30, 2018, by and among the Borrowers, the guarantors party thereto, the lenders and other financial institutions and the Agent (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 (File No. 333-235928)). See “Basis of Presentation |
• | Atotech Limited 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 (File No. 333-253068)). See Item 6. “Directors, Senior Management and Employees |
• | Form of Director and Officer Indemnification and Advancement Agreement (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form F-1 (File No. 333-235928)). See Item 7. “Major Shareholders and Related Party Transactions |
• | Consulting Services Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form F-1 (File No. 333-235928)). See Item 7. “Major Shareholders and Related Party Transactions |
• | Amendment No. 1 to Consulting Services Agreement (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form F-1 (File No. 333-235928)). See Item 7. “Major Shareholders and Related Party Transactions |
• | Principal Stockholders Agreement (incorporated by reference to Exhibit 4.19 to the Company’s Annual Report on Form 20-F (File No. 001-40007), filed with the Commission on March 4, 2021). See Item 7. “Major Shareholders and Related Party Transactions |
• | Form of Agreement for the Atotech UK Topco Limited Option Plan (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form F-1 (File No. 333-235928)). See Item 6. “Directors, Senior Management and Employees |
• | Form of Lock-Up Deed (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form F-1 (File No. 333-235928)). See Item 6. “Directors, Senior Management and Employees |
• | Credit Agreement, dated as of March 18, 2021, among Alpha 3 B.V., Alpha US BidCo, Inc., Atotech B.V., Atotech Deutschland GmbH and Atotech Asia Pacific Limited, Goldman Sachs Bank USA, as administrative agent and collateral agent, and the other agents and lenders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Report of Foreign Private Issuer on Form 6-K (File No. 001-40007), filed with the Commission on March 19, 2021). See “Basis of Presentation |
• | Atotech Limited Nonqualified Employee Stock Purchase and Matching Share Subplan (incorporated by reference to Exhibit 99.1 of the Company’s Report of Foreign Private Issuer on Form 6-K (File No. 001-40007), filed with the Commission on May 12, 2021). See Item 6. “Directors, Senior Management and Employees |
• | Implementation Agreement, dated as of July 1, 2021, between Atotech Limited and MKS Instruments, Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Report of Foreign Private Issuer on Form 6-K (File No. 001-40007), filed with the Commission on July 2, 2021). See “Basis of Presentation |
• | Letter Agreement, by and among Atotech Limited, MKS Instruments, Inc. and Atotech Manufacturing, Inc. (incorporated by reference to Exhibit 99.1 of the Company’s Report of Foreign Private Issuer on Form 6-K (File No. 001-40007), filed with the Commission on October 29, 2021). See Item 6. “Directors, Senior Management and Employees |
• | Amendment to the Implementation Agreement, dated as of April 1, 2022, by and among Atotech Limited, MKS Instruments, Inc. and Atotech Manufacturing, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Report of Foreign Private Issuer on Form 6-K (File No. 001-40007), filed with the Commission on April 1, 2022). See “ Basis of Presentation |
• | its business is centrally managed and controlled outside Jersey in a country or territory where the highest rate at which any company may be charged to tax on any part of its income is 10% or higher; and |
• | the Company is resident for tax purposes in that country or territory. |
(1) | companies that are regulated by the Jersey Financial Services Commission under certain sections of the Financial Services (Jersey) Law 1998, the Banking Business (Jersey) Law 1991, or the Collective Investment Funds (Jersey) Law 1988 shall be subject to income tax at a rate of 10%, (these companies are defined as “financial services companies” in the Tax Law); |
(2) | specifically identified utility companies shall be subject to income tax at a rate of 20%, (these companies are defined as “utility companies” in the Tax Law); and |
(3) | any income derived from the ownership or disposal of land in Jersey shall be subject to income tax at a rate of 20%. |
• | banks and certain other financial institutions; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | insurance companies; |
• | broker-dealers; |
• | traders that elect to mark-to-market; |
• | tax-exempt entities or governmental organizations; |
• | individual retirement accounts or other tax deferred accounts; |
• | persons deemed to sell our common shares under the constructive sale provisions of the Code; |
• | persons liable for alternative minimum tax or the Medicare contribution tax on net investment income; |
• | U.S. expatriates; |
• | persons holding our common shares as part of a straddle, hedging, constructive sale, conversion or integrated transaction; |
• | persons that directly, indirectly, or constructively own 10% or more of the total combined voting power or total value of our common shares; |
• | persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States; |
• | persons who acquired our common shares pursuant to the exercise of any employee share option or otherwise as compensation; |
• | persons subject to special tax accounting rules as a result of any item of gross income with respect to our common shares being taken into account in an applicable financial statement; or |
• | persons holding our common shares through partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
• | an estate whose income is subject to U.S. federal income taxation regardless of its source; or |
• | a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
($ in millions) |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
||||||
Audit Fees |
$ |
4.2 |
$ |
4.0 |
||||
Audit-Related Fees |
$ |
0.3 |
$ |
0.1 |
||||
Tax Fees |
— |
— |
||||||
All Other Fees |
— |
— |
||||||
Total |
$ |
4.5 |
$ |
4.1 |
Exhibit No. |
Description of Index | |
1.1 |
||
2.1 |
||
2.2 |
||
2.3 |
||
2.4 |
||
4.1 |
||
4.2 |
||
4.3 |
||
4.4 |
||
4.5 |
||
4.6 |
||
4.7 |
Atotech Limited | ||
By: |
/s/ Geoff Wild | |
Name: |
Geoff Wild | |
Title: |
Chief Executive Officer |
($ in millions), except earnings per share |
Note |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
||||||||||
Revenue |
(1) |
1,499.2 |
1,234.3 |
1,187.8 |
||||||||||
Cost of sales, excluding depreciation and amortization |
(731.8 | ) | (558.0 | ) | (488.2 | ) | ||||||||
Depreciation and amortization |
(8) | (181.4 | ) | (450.3 | ) | (170.1 | ) | |||||||
Selling, general and administrative expenses |
(289.5 | ) | (270.2 | ) | (277.1 | ) | ||||||||
Research and development expenses |
(53.3 | ) | (54.4 | ) | (51.2 | ) | ||||||||
Restructuring benefit (expenses) |
(2) | 0.6 | (2.5 | ) | (13.4 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Operating profit (loss) |
243.8 |
(101.2 |
) |
187.8 |
||||||||||
|
|
|
|
|
|
|||||||||
Interest expense |
(107.2 | ) | (144.5 | ) | (148.9 | ) | ||||||||
Other income (expense), net |
(3) | (52.4 | ) | 20.6 | 23.5 | |||||||||
|
|
|
|
|
|
|||||||||
Income (loss) before income taxes |
84.1 |
(225.1 |
) |
62.4 |
||||||||||
|
|
|
|
|
|
|||||||||
Income tax expense |
(4) | (76.6 | ) | (64.3 | ) | (54.8 | ) | |||||||
|
|
|
|
|
|
|||||||||
Consolidated net income (loss) |
7.5 |
(289.4 |
) |
7.6 |
||||||||||
|
|
|
|
|
|
|||||||||
Earnings per share |
||||||||||||||
Basic earnings (loss) per share |
(6) | (0.04 | ) | (4.64 | ) | (1.23 | ) | |||||||
Diluted earnings (loss) per share |
(0.04 | ) | (4.64 | ) | (1.23 | ) | ||||||||
|
|
|
|
|
|
($ in millions) |
Note |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
||||||||||||
Consolidated net income (loss) |
7.5 |
(289.4 |
) |
7.6 |
||||||||||||
|
|
|
|
|
|
|||||||||||
Other comprehensive income (loss) |
||||||||||||||||
Actuarial gains and losses |
20.2 | (3.8 | ) | (23.0 | ) | |||||||||||
Tax effect |
(5.9 | ) | 1.1 | 6.8 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Items not potentially reclassifiable to statement of income |
14.3 |
(2.8 |
) |
(16.1 |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Currency translation adjustment |
(77.1 | ) | 114.9 | (20.6 | ) | |||||||||||
Hedge reserve |
(0.4 | ) | (13.4 | ) | (2.7 | ) | ||||||||||
Thereof: Income (cost) of Hedging (OCI II) |
2.2 |
2.0 |
(2.3 |
) | ||||||||||||
Other |
0.5 | 1.5 | (0.5 | ) | ||||||||||||
|
|
|
|
|
|
|||||||||||
Items potentially reclassifiable to statement of income (loss), net of tax |
(77.0 |
) |
103.0 |
(23.9 |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Total other comprehensive income (loss), net amount |
(62.7 |
) |
100.2 |
(40.0 |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Comprehensive loss |
(55.2 |
) |
(189.2 |
) |
(32.4 |
) | ||||||||||
|
|
|
|
|
|
1 |
The notes are an integral part of these consolidated financial statements. |
($ in millions) |
Note |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
|||||||
Assets |
||||||||||
Non-current assets |
||||||||||
Property, plant and equipment |
(7) | 328.9 | 359.4 | |||||||
Intangible assets |
(8) | 1,343.0 | 1,471.0 | |||||||
Goodwill |
(8) | 786.9 | 804.1 | |||||||
Right-of-use |
(9) | 83.4 | 104.1 | |||||||
Other financial assets |
(10), (22) | 8.9 | 70.3 | |||||||
Other non-financial assets |
(10) | 3.5 | 2.7 | |||||||
|
|
|
|
|||||||
Total non-current assets |
2,554.7 |
2,811.6 |
||||||||
|
|
|
|
|||||||
Current assets |
||||||||||
Inventories |
(11) | 185.8 | 145.4 | |||||||
Trade receivables |
(12), (22) | 290.4 | 262.0 | |||||||
Other financial assets |
(13), (22) | 18.9 | 24.9 | |||||||
Other non-financial assets |
(13) | 24.4 | 24.1 | |||||||
Tax assets |
(4) | 51.2 | 46.4 | |||||||
Cash and cash equivalents |
(14), (22) | 371.6 | 320.1 | |||||||
|
|
|
|
|||||||
Total current assets |
942.3 |
822.9 |
||||||||
|
|
|
|
|||||||
Total assets |
3,496.9 |
3,634.5 |
||||||||
|
|
|
|
|||||||
Liabilities & shareholders’ equity |
||||||||||
Shareholders’ equity |
||||||||||
Common shares and preferred shares |
(15) | 19.5 | 102.1 | |||||||
Paid-in surplus and retained earnings |
(15) | 819.5 | 261.6 | |||||||
Currency translation adjustment and other reserves |
(15) | 57.3 | 120.0 | |||||||
|
|
|
|
|||||||
Total shareholders’ equity |
896.3 |
483.7 |
||||||||
|
|
|
|
|||||||
Non-current liabilities |
||||||||||
Borrowings |
(17) | 1,540.9 | 2,065.7 | |||||||
Deferred tax liabilities |
(18) | 306.1 | 340.8 | |||||||
Employee benefits |
(19) | 143.4 | 176.2 | |||||||
Provisions |
(20) | 9.3 | 13.2 | |||||||
Lease liabilities |
(9) | 52.1 | 67.7 | |||||||
Other financial liabilities |
0.1 | 1.5 | ||||||||
|
|
|
|
|||||||
Total non-current liabilities |
2,052.0 |
2,665.1 |
||||||||
|
|
|
|
|||||||
Current liabilities |
||||||||||
Borrowings |
(17) | 10.7 | 0.5 | |||||||
Trade payables |
(22) | 259.2 | 221.0 | |||||||
Tax liabilities |
93.0 | 99.2 | ||||||||
Lease liabilities |
(9) | 12.1 | 13.8 | |||||||
Other financial liabilities |
(21), (22) | 11.5 | 38.5 | |||||||
Other non-financial liabilities |
(21) | 146.2 | 89.7 | |||||||
Provisions |
(20) | 16.1 | 23.0 | |||||||
|
|
|
|
|||||||
Total current liabilities |
548.7 |
485.8 |
||||||||
|
|
|
|
|||||||
Total liabilities & shareholders’ equity |
3,496.9 |
3,634.5 |
||||||||
|
|
|
|
2 |
The notes are an integral part of these consolidated financial statements. |
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
Operating activities |
||||||||||||
Consolidated net income (loss) |
7.5 | (289.4 | ) | 7.6 | ||||||||
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
181.4 | 450.3 | 170.1 | |||||||||
Income taxes and changes in non-current provisions |
67.0 | 55.1 | 58.4 | |||||||||
(Gains)/losses on disposals of assets |
1.0 | 1.5 | (5.2 | ) | ||||||||
Net (gain)/loss on financial instruments at fair value |
54.1 | (36.8 | ) | (35.9 | ) | |||||||
Accrued financial interest costs |
70.5 | 128.9 | 132.7 | |||||||||
Amortization of deferred financing cost, including original issuance discounts |
35.3 | 15.6 | 16.4 | |||||||||
Interest paid |
(68.2 | ) | (126.9 | ) | (133.0 | ) | ||||||
Taxes paid |
(118.0 | ) | (70.6 | ) | (84.8 | ) | ||||||
Other |
(18.3 | ) | (0.1 | ) | (1.3 | ) | ||||||
(Increase)/decrease in inventories |
(46.4 | ) | (10.8 | ) | (3.1 | ) | ||||||
(Increase)/decrease in trade receivables |
(0.2 | ) | (9.1 | ) | (5.7 | ) | ||||||
Increase/(decrease) in trade payables |
49.5 | 40.7 | 48.9 | |||||||||
Changes in other assets and liabilities |
(1.5 | ) | 12.5 | (30.4 | ) | |||||||
|
|
|
|
|
|
|||||||
Cash flow provided by operating activities |
213.7 |
160.6 |
134.8 |
|||||||||
|
|
|
|
|
|
|||||||
Investing activities |
||||||||||||
Acquisition of subsidiaries, net of cash acquired |
— | (2.7 | ) | (4.5 | ) | |||||||
Intangible assets and property, plant and equipment additions |
(56.5 | ) | (52.8 | ) | (75.7 | ) | ||||||
Increase in non-current loans |
— | (0.1 | ) | (0.1 | ) | |||||||
Proceeds from the disposal of property, plant and equipment |
5.5 | 0.2 | 9.7 | |||||||||
Repayments of non-current loans |
0.1 | 0.3 | 0.3 | |||||||||
|
|
|
|
|
|
|||||||
Cash flow used in investing activities |
(51.0 |
) |
(55.0 |
) |
(70.3 |
) | ||||||
|
|
|
|
|
|
|||||||
Financing activities |
||||||||||||
Issuance of shares |
473.4 | — | — | |||||||||
Issuance of non-current debt |
130.0 | 175.1 | — | |||||||||
Repayment of non-current debt |
(685.7 | ) | (255.2 | ) | (115.8 | ) | ||||||
Increase (decrease) in current borrowings and bank debt |
0.7 | (17.4 | ) | (2.0 | ) | |||||||
Increase (decrease) in current financial assets and liabilities |
(1.5 | ) | 0.0 | (1.1 | ) | |||||||
Payment of lease liabilities |
(15.3 | ) | (15.3 | ) | (15.9 | ) | ||||||
Payment of deferred finance costs |
— | (9.2 | ) | (9.9 | ) | |||||||
|
|
|
|
|
|
|||||||
Cash flow used in financing activities |
(98.4 |
) |
(122.0 |
) |
(144.6 |
) | ||||||
|
|
|
|
|
|
|||||||
Net (decrease)/increase in cash and cash equivalents |
64.3 |
(16.4 |
) |
(80.1 |
) | |||||||
|
|
|
|
|
|
|||||||
Effect of exchange rates |
(12.8 | ) | 33.7 | (3.4 | ) | |||||||
Cash and cash equivalents at the beginning of the period |
320.1 | 302.7 | 386.2 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at the end of the period |
371.6 |
320.1 |
302.7 |
|||||||||
|
|
|
|
|
|
3 |
The notes are an integral part of these consolidated financial statements. |
($ in millions, except share data) |
Common Shares |
Preferred Shares |
Paid-in surplus and retained earnings |
Currency translation adjustment |
Hedge reserve |
Other |
Total share- holders’ equity |
|||||||||||||||||||||
As of Jan. 1, 2019 |
9.1 |
92.9 |
542.9 |
72.1 |
(15.1 |
) |
2.7 |
704.7 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income for the period |
— | — | 7.6 | — | — | — | 7.6 | |||||||||||||||||||||
Other comprehensive income (loss) |
— | — | — | (20.6 | ) | (2.7 | ) | (16.7 | ) | (40.0 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Comprehensive income (loss) |
— |
— |
7.6 |
(20.6 |
) |
(2.7 |
) |
(16.7 |
) |
(32.4 |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Share-based payments |
— | — | 0.2 | — | — | — | 0.2 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
As of Dec. 31, 2019 |
9.1 |
92.9 |
550.7 |
51.5 |
(17.8 |
) |
(13.9 |
) |
672.5 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss for the period |
— | — | (289.4 | ) | — | — | — | (289.4 | ) | |||||||||||||||||||
Other comprehensive income (loss) |
— | — | — | 114.9 | (13.4 | ) | (1.3 | ) | 100.2 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Comprehensive income (loss) |
— |
— |
(289.4 |
) |
114.9 |
(13.4 |
) |
(1.3 |
) |
(189.2 |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Share-based payments |
— | — | 0.3 | — | — | — | 0.3 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
As of Dec. 31, 2020 |
9.1 |
92.9 |
261.6 |
166.4 |
(31.2 |
) |
(15.2 |
) |
483.7 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income for the period |
— | — | 7.5 | 7.5 | ||||||||||||||||||||||||
Other comprehensive income (loss) |
— | — | — | (77.1 | ) | (0.4 | ) | 14.9 | (62.7 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other comprehensive income (loss) |
— |
— |
7.5 |
(77.1 |
) |
(0.4 |
) |
14.9 |
(55.2 |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Conversion of preferred shares |
7.4 | (92.9 | ) | 85.5 | — | — | — | — | ||||||||||||||||||||
Issuance of shares |
2.9 | — | 495.4 | — | — | — | 498.3 | |||||||||||||||||||||
Transaction costs |
— | — | (30.5 | ) | — | — | — | (30.5 | ) | |||||||||||||||||||
Share-based payments |
— | — | 9.5 | — | — | — | 9.5 | |||||||||||||||||||||
Settlement of share-based payments |
— | — | (6.6 | ) | — | — | — | (6.6 | ) | |||||||||||||||||||
Reclassification to cash-settled share-based payments |
— | — | (2.8 | ) | — | — | — | (2.8 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
As of Dec. 31, 2021 |
19.5 |
— |
819.5 |
89.3 |
(31.6 |
) |
(0.4 |
) |
896.3 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
The notes are an integral part of these consolidated financial statements. |
• | Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IFRS 7, IFRS 4 and IFRS 16) |
• | COVID-19-Related COVID-19-Related |
• | IFRS 17 “Insurance Contracts” |
• | Amendments to: |
• | IAS 1 “Presentation of Financial Statements”: Classification of liabilities as current or non-current |
• | IAS 1 “Presentation of Financial Statements”: Disclosure of Accounting Policies |
• | IAS 8: “Accounting Policies, Changes in Accounting Estimates and Errors”: Definition of Accounting Estimate |
• | IAS 12: “Income Tax”: Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction |
• | IAS 16 “Property, Plant and Equipment”: Proceeds before Intended Use |
• | IAS 37 “Provisions, Contingent Liabilities and Contingent Assets”: Onerous Contracts – Cost of Fulfilling a Contract |
• | Annual Improvements to IFRS Standards 2018-2020 |
• | IFRS 3 “Business Combinations”: Reference to the Conceptual Framework |
• | The consideration transferred, measured generally at fair value, the amount of non-controlling interests and, in business combinations achieved in stages, the fair value at the acquisition date of the investment previously held in the acquired company; |
• | Over the amount of acquired identifiable assets and assumed liabilities, measured generally at fair value, at the acquisition date. |
• | it is expected to be realized, or intended to be sold or consumed, within the normal operating cycle |
• | it is expected to be realized within 12 months after the reporting period or |
• | it is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for a period of at least 12 months. |
• | it is expected to be settled within the normal operating cycle |
• | it is expected to be realized within 12 months of the end of the reporting period or |
• | the company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. |
(years) |
||||
Building & improvements |
10-33 |
|||
Land improvements & Leasehold improvements |
9-20 |
|||
Transportation equipment, machinery, Computer & networking, Lab equipment |
3-15 |
|||
Furniture, office equipment, machinery and tools |
3-10 |
(years) |
||||
Trade names |
20 | |||
Customer Relationships |
13-20 |
|||
Developed Technology |
14-16 |
|||
Capitalized Development costs |
3-15 |
|||
Other intangible assets |
3-10 |
• |
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and |
• |
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
• |
it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
• |
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Financial assets at amortized cost | These assets are subsequently measured at amortized cost using the effective interest method . The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on de-recognition is recognized in profit or loss. | |
Debt investments at FVOCI | These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On de-recognition, gains and losses accumulated in OCI are reclassified to profit or loss. | |
Equity investments at FVOCI | These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss. | |
Financial assets at FVTPL | These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss. However, see note ( 22 ) for derivatives designated as hedging instruments. |
• | the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held); or |
• | the financial asset is more than 90 days past due. |
• | significant financial difficulty of the debtor; |
• | a breach of contract such as a default or being more than 90 days past due; |
• | the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; |
• | it is probable that the debtor will enter bankruptcy or other financial reorganization; or |
• | the disappearance of an active market for a security because of financial difficulties. |
• | Identifying the contract; |
• | Identifying performance obligations; |
• | Determining the transaction price; |
• | Allocating the transaction price to performance obligations; |
• | Satisfaction of performance obligations |
• | Determining whether contracts with multiple components contain distinct goods or services; |
• | For sales of equipment, assessing the nature of the goods or services that the Group has promised to transfer, as well as the timing of when the goods and services are provided and control transfers to the customer in determining whether to recognize revenue at a point in time or over time; and |
• | Assessing the timing of satisfaction of performance obligations. |
a) | Any compensation paid up to the fair value of the award at cancellation or settlement date is accounted for as a deduction from equity, as being equivalent to the redemption of an equity instrument. |
b) | Any compensation paid in excess of the fair value of the award at cancellation or settlement date is accounted for as an expense in profit or loss. |
c) | If the share-based payment arrangement includes liability components, the fair value of the liability is remeasured at the date of cancellation or settlement. Any payment made to settle the liability component is accounted for as an extinguishment of the liability. |
• | measuring progress of revenue recognition over-time for equipment sales based on the key assumption project progress, |
• | recognition of deferred tax assets: key assumption is the availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilised, see comments under Notes (4) and (18), |
• | impairment test for goodwill; key assumption is the average revenue growth per year in the first three planning periods (CAGR), see comments under Note (8) |
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
Type of goods or service |
||||||||||||
Chemistry revenue |
1,304.3 | 1,114.0 | 1,065.5 | |||||||||
Equipment revenue |
194.9 | 120.3 | 122.3 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue from contracts with customers |
1,499.2 |
1,234.3 |
1,187.8 |
|||||||||
|
|
|
|
|
|
|||||||
Geographical market |
||||||||||||
Asia |
1,112.4 | 897.8 | 808.4 | |||||||||
Europe |
264.2 | 232.2 | 254.2 | |||||||||
Americas |
122.6 | 104.3 | 125.2 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue from contracts with customers |
1,499.2 |
1,234.3 |
1,187.8 |
|||||||||
|
|
|
|
|
|
|||||||
Timing of revenue recognition |
||||||||||||
Recognized at a point in time |
1,358.2 | 1,186.9 | 1,115.4 | |||||||||
Recognized over time |
140.9 | 47.4 | 72.4 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue from contracts with customers |
1,499.2 |
1,234.3 |
1,187.8 |
|||||||||
|
|
|
|
|
|
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
Valuation gains of financial instruments measured at FVPL |
7.5 | 36.8 | 17.0 | |||||||||
Financial income on marketable securities & cash equivalents |
0.0 | 0.0 | 0.9 | |||||||||
Exchange gains |
13.0 | 0.0 | 2.4 | |||||||||
Interest income |
10.0 | 2.5 | 5.5 | |||||||||
Other financial income |
4.6 | 1.0 | 1.6 | |||||||||
|
|
|
|
|
|
|||||||
Other income |
35.2 |
40.3 |
27.4 |
|||||||||
|
|
|
|
|
|
|||||||
Valuation losses of financial instruments measured at FVPL |
(84.6 | ) | (1.8 | ) | (1.1 | ) | ||||||
Exchange losses |
— | (14.8 | ) | — | ||||||||
Losses on disposal of PP&E and Intangible assets |
(1.5 | ) | (1.5 | ) | — | |||||||
Other financial expenses |
(1.5 | ) | (1.6 | ) | (2.8 | ) | ||||||
|
|
|
|
|
|
|||||||
Other expenses |
(87.6 |
) |
(19.7 |
) |
(3.9 |
) | ||||||
|
|
|
|
|
|
|||||||
Other income (expense), net |
(52.4 |
) |
20.6 |
23.5 |
||||||||
|
|
|
|
|
|
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
Current income tax |
(107.5 | ) | (83.4 | ) | (80.5 | ) | ||||||
Deferred income tax benefits |
30.9 | 19.1 | 25.8 | |||||||||
|
|
|
|
|
|
|||||||
Total tax expense |
(76.6 |
) |
(64.3 |
) |
(54.8 |
) | ||||||
|
|
|
|
|
|
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
Consolidated net income/(loss ) |
7.5 | (289.4 | ) | 7.6 | ||||||||
Income tax expense |
(76.6 | ) | (64.3 | ) | (54.8 | ) | ||||||
|
|
|
|
|
|
|||||||
Income (loss) before income taxes |
84.1 |
(225.1 |
) |
62.3 |
||||||||
|
|
|
|
|
|
|||||||
Statutory tax rate |
25.0 | % | 25.0 | % | 19.0 | % | ||||||
|
|
|
|
|
|
|||||||
Expected tax expense / (benefit) |
(21.0 |
) |
56.3 |
(11.8 |
) | |||||||
|
|
|
|
|
|
|||||||
Difference between weighted average and foreign income tax rates |
(0.1 | ) | 0.4 | (8.5 | ) | |||||||
Difference of deferred taxes relating to changes of foreign income tax rates |
0.2 | 1.2 | 2.7 | |||||||||
Impairment loss on Goodwill |
— | (71.1 | ) | — | ||||||||
Deferred tax not recognized |
38.0 | (34.0 | ) | (24.9 | ) | |||||||
Recognition of previously unrecognized interest carry-forwards |
0.9 | — | — | |||||||||
Permanent differences |
(19.2 | ) | (19.2 | ) | (13.2 | ) | ||||||
Prior-year effects |
0.1 | 2.8 | 1.9 | |||||||||
Other |
0.6 | (0.7 | ) | (1.0 | ) | |||||||
|
|
|
|
|
|
|||||||
Income tax expense |
(76.6 |
) |
(64.3 |
) |
(54.8 |
) | ||||||
|
|
|
|
|
|
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
Wages, salaries incl. other pension costs |
277.2 | 244.3 | 244.6 | |||||||||
Social security costs |
47.3 | 38.5 | 38.4 | |||||||||
|
|
|
|
|
|
|||||||
Total |
324.5 |
282.8 |
283.0 |
|||||||||
|
|
|
|
|
|
(number of employees) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
Manufacturing (incl. Logistics) |
902 | 835 | 759 | |||||||||
Sales, Marketing and Technicians |
1,740 | 1,765 | 1,841 | |||||||||
Research and Development |
510 | 496 | 484 | |||||||||
Administration |
597 | 582 | 601 | |||||||||
|
|
|
|
|
|
|||||||
Total |
3,749 |
3,678 |
3,685 |
|||||||||
|
|
|
|
|
|
($ in millions, except share data and earnings per share) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
Net income/(loss) for the period |
7.5 | (289.4 | ) | 7.6 | ||||||||
Interest accrued on preferred shares |
(14.3 | ) | (133.7 | ) | (119.4 | ) | ||||||
|
|
|
|
|
|
|||||||
Net loss attributable to shareholders |
(6.8 |
) |
(423.1 |
) |
(111.8 |
) | ||||||
|
|
|
|
|
|
|||||||
Basic weighted average number of ordinary shares outstanding |
184,962,274 | 91,152,556 | 91,152,556 | |||||||||
|
|
|
|
|
|
|||||||
Basic loss per share |
(0.04 |
) |
(4.64 |
) |
(1.23 |
) | ||||||
|
|
|
|
|
|
• | Conversion of all outstanding preferred shares of Atotech Limited to common shares, resulting in the issuance of 74,243,600 additional common shares |
• | IPO of 29,268,000 common shares on the New York Stock Exchange |
• | Issuance of 31,676 common shares from the company’s share reserve |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
|||||||||||||||||||||||
($ in million) |
Gross carrying amount |
Depreciation & Impairment |
Net Carrying amount |
Gross carrying amount |
Depreciation & Impairment |
Net Carrying amount |
||||||||||||||||||
Land, buildings and infrastructure |
220.9 | (36.7 | ) | 184.2 | 227.4 | (30.6 | ) | 196.9 | ||||||||||||||||
Machinery and laboratory equipment |
252.8 | (141.3 | ) | 111.4 | 248.6 | (129.7 | ) | 118.9 | ||||||||||||||||
Other tangible assets |
54.6 | (36.9 | ) | 17.7 | 52.0 | (25.4 | ) | 26.5 | ||||||||||||||||
Construction in progress |
15.5 | — | 15.5 | 17.2 | (0.1 | ) | 17.1 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
543.8 |
(214.9 |
) |
328.9 |
545.2 |
(185.8 |
) |
359.4 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
($ in million) |
Land, buildings and infrastructure |
Machinery and laboratory equipment |
Other tangible assets |
Construction in progress |
Total |
|||||||||||||||
As of Jan. 1, 2020 |
175.5 |
117.3 |
32.7 |
40.9 |
366.4 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Additions |
2.3 | 11.5 | 3.3 | 6.6 | 23.7 | |||||||||||||||
Disposals |
(0.4 | ) | (1.1 | ) | (0.2 | ) | — | (1.6 | ) | |||||||||||
Reclassifications |
16.0 | 10.5 | (0.6 | ) | (31.4 | ) | (5.4 | ) | ||||||||||||
Depreciation charge |
(7.2 | ) | (27.1 | ) | (7.7 | ) | — | (41.9 | ) | |||||||||||
Impairment |
— | 0.8 | (0.0 | ) | — | 0.8 | ||||||||||||||
Currency translation and other changes |
10.6 | 7.0 | (1.0 | ) | 1.0 | 17.5 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
As of Dec. 31, 2020 |
196.9 |
118.9 |
26.5 |
17.1 |
359.4 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Additions |
0.3 | 9.2 | 3.8 | 14.2 | 27.6 | |||||||||||||||
Disposals |
(1.4 | ) | (1.8 | ) | (0.1 | ) | (0.1 | ) | (3.4 | ) | ||||||||||
Reclassifications |
1.2 | 18.4 | (4.1 | ) | (15.6 | ) | (0.3 | ) | ||||||||||||
Depreciation charge |
(8.4 | ) | (30.5 | ) | (7.4 | ) | — | (46.3 | ) | |||||||||||
Currency translation and other changes |
(4.3 | ) | (2.8 | ) | (0.9 | ) | (0.1 | ) | (8.1 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
As of Dec. 31, 2021 |
184.2 |
111.4 |
17.7 |
15.5 |
328.9 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
|||||||||||||||||||||||
($ in million) |
Gross carrying amount |
Amortization & Impairment |
Net Carrying amount |
Gross carrying amount |
Amortization & Impairment |
Net Carrying amount |
||||||||||||||||||
Goodwill |
1,080.9 | (294.0 | ) | 786.9 | 1,104.2 | (300.1 | ) | 804.1 | ||||||||||||||||
Customer relationships |
1,066.9 | (302.5 | ) | 764.5 | 1,095.5 | (247.4 | ) | 848.2 | ||||||||||||||||
Developed technology |
569.9 | (186.3 | ) | 383.6 | 585.2 | (152.4 | ) | 432.8 | ||||||||||||||||
Trade name |
83.1 | (20.8 | ) | 62.3 | 85.3 | (17.1 | ) | 68.2 | ||||||||||||||||
Other intangible assets |
38.5 | (20.3 | ) | 18.2 | 32.5 | (12.4 | ) | 20.2 | ||||||||||||||||
Capitalized development costs |
130.3 | (15.9 | ) | 114.5 | 109.5 | (7.8 | ) | 101.7 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,969.7 |
(839.8 |
) |
2,130.0 |
3,012.2 |
(737.1 |
) |
2,275.1 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
($ in million) |
Goodwill |
Customer relationships |
Developed technology |
Trade name |
Other intangible assets |
Capitalized development costs |
Total |
|||||||||||||||||||||
As of Jan. 1, 2020 |
1,046.4 |
860.6 |
445.4 |
68.5 |
14.2 |
72.1 |
2,507.3 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Additions |
— | — | — | — | 6.4 | 25.2 | 31.6 | |||||||||||||||||||||
Acquisition of a subsidiary |
— | — | — | — | 2.9 | — | 2.9 | |||||||||||||||||||||
Disposals |
— | — | — | — | (0.1 | ) | — | (0.1 | ) | |||||||||||||||||||
Amortization charge |
— | (59.8 | ) | (36.8 | ) | (4.0 | ) | (4.8 | ) | (2.6 | ) | (108.1 | ) | |||||||||||||||
Impairment |
(279.5 | ) | — | — | — | — | (0.1 | ) | (279.6 | ) | ||||||||||||||||||
Currency translation and other changes |
37.2 | 47.3 | 24.2 | 3.8 | 1.5 | 7.2 | 121.2 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
As of Dec. 31, 2020 |
804.1 |
848.2 |
432.8 |
68.2 |
20.2 |
101.7 |
2,275.1 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Additions |
— | — | — | — | 3.6 | 27.8 | 31.3 | |||||||||||||||||||||
Disposals |
— | — | — | — | — | (0.5 | ) | (0.5 | ) | |||||||||||||||||||
Reclassifications |
— | — | — | — | 0.9 | 0.1 | 1.0 | |||||||||||||||||||||
Amortization charge |
— | (62.4 | ) | (38.4 | ) | (4.2 | ) | (6.0 | ) | (2.9 | ) | (113.8 | ) | |||||||||||||||
Impairment |
— | — | — | — | — | (4.4 | ) | (4.4 | ) | |||||||||||||||||||
Currency translation and other changes |
(17.2 | ) | (21.3 | ) | (10.8 | ) | (1.7 | ) | (0.4 | ) | (7.3 | ) | (58.8 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
As of Dec. 31, 2021 |
786.9 |
764.5 |
383.6 |
62.3 |
18.2 |
114.5 |
2,130.0 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
GMF |
149.6 | 153.1 | ||||||
EL |
637.3 | 651.0 | ||||||
|
|
|
|
|||||
Total |
786.9 |
804.1 |
||||||
|
|
|
|
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
|||||||||||||||
Planning Assumptions |
GMF |
EL |
GMF |
EL |
||||||||||||
Average revenue growth p.a. in the first three planning periods (CAGR) |
6.30 | % | 4.70 | % | 5.30 | % | 6.00 | % | ||||||||
Growth rate in the terminal period |
1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||
WACC |
7.58 | % | 6.98 | % | 7.72 | % | 7.33 | % | ||||||||
Cost of Disposal |
1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||
|
|
|
|
|
|
|
|
($ in millions) |
Property |
Other |
Total |
|||||||||
Right-of-use |
95.0 |
4.2 |
99.2 |
|||||||||
Additions |
17.2 | 2.5 | 19.7 | |||||||||
Depreciation |
(15.4 | ) | (2.3 | ) | (17.7 | ) | ||||||
Currency translation and other changes |
3.6 | (0.7 | ) | 2.9 | ||||||||
|
|
|
|
|
|
|||||||
Right-of-use |
100.5 |
3.6 |
104.1 |
|||||||||
|
|
|
|
|
|
|||||||
Additions |
5.5 | 2.5 | 8.0 | |||||||||
Depreciation |
(15.5 | ) | (2.5 | ) | (18.1 | ) | ||||||
Currency translation and other changes |
(10.3 | ) | (0.3 | ) | (10.6 | ) | ||||||
|
|
|
|
|
|
|||||||
Right-of-use |
80.1 |
3.3 |
83.4 |
|||||||||
|
|
|
|
|
|
$ in millions |
Up to one year |
Between one and five years |
More than five years |
Total contractual cash flows |
Carrying amount at Dec. 31, 2021 |
|||||||||||||||
Lease liabilities |
12.6 | 26.8 | 28.6 | 68.0 | 64.2 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
$ in millions |
Up to one year |
Between one and five years |
More than five years |
Total contractual cash flows |
Carrying amount at Dec. 31, 2020 |
|||||||||||||||
Lease liabilities |
14.7 | 33.9 | 38.6 | 87.2 | 81.5 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Fair value of non-current derivatives – assets |
4.5 | 66.1 | ||||||
Deposits |
1.2 | 1.5 | ||||||
Other |
3.2 | 2.7 | ||||||
|
|
|
|
|||||
Total other non-current financial assets |
8.9 |
70.3 |
||||||
|
|
|
|
|||||
Prepaid expenses |
2.3 | 1.8 | ||||||
Other |
1.2 | 0.9 | ||||||
|
|
|
|
|||||
Total other non-current non-financial assets |
3.5 |
2.7 |
||||||
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Chemical products inventories |
130.2 | 109.4 | ||||||
Equipment inventories |
71.8 | 52.8 | ||||||
Valuation allowance on chemical product inventories |
(5.3 | ) | (4.8 | ) | ||||
Valuation allowance on Equipment inventories |
(11.0 | ) | (12.0 | ) | ||||
|
|
|
|
|||||
Total |
185.8 |
145.4 |
||||||
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Raw materials |
105.0 | 76.7 | ||||||
Finished and unfinished goods |
80.8 | 68.7 | ||||||
|
|
|
|
|||||
Total |
185.8 |
145.4 |
||||||
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Trade receivables |
297.8 | 274.7 | ||||||
Allowance for expected credit losses |
(7.4 | ) | (12.6 | ) | ||||
|
|
|
|
|||||
Total trade receivables |
290.4 |
262.0 |
||||||
|
|
|
|
|||||
Contract assets |
15.5 | 8.9 | ||||||
Allowance for expected credit losses |
(0.0 | ) | (0.0 | ) | ||||
|
|
|
|
|||||
Total trade receivables and contract assets |
305.9 |
270.9 |
||||||
|
|
|
|
($ in millions) |
Current (not past due) |
Within 90 days past due |
Between 90 days and 6 months past due |
Between 6 and 12 months past due |
More than 12 months past due |
Total |
||||||||||||||||||
Total trade receivables and contract assets, gross carrying amount |
289.0 | 17.9 | 1.2 | 1.5 | 3.7 | 313.3 | ||||||||||||||||||
Allowances for expected credit losses |
(1.7 | ) | (0.5 | ) | (0.2 | ) | (1.4 | ) | (3.6 | ) | (7.4 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Expected loss rate |
0.6 |
% |
3.0 |
% |
13.3 |
% |
94.9 |
% |
95.6 |
% |
2.4 |
% | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
Current (not past due) |
Within 90 days past due |
Between 90 days and 6 months past due |
Between 6 and 12 months past due |
More than 12 months past due |
Total |
||||||||||||||||||
Total trade receivables and contract assets, gross carrying amount |
266.6 | 11.1 | 1.0 | 1.0 | 3.9 | 283.6 | ||||||||||||||||||
Allowances for expected credit losses |
(7.3 | ) | (1.0 | ) | (0.1 | ) | (0.5 | ) | (3.8 | ) | (12.6 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Expected loss rate |
2.7 |
% |
8.8 |
% |
12.7 |
% |
52.1 |
% |
96.8 |
% |
4.5 |
% | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
2021 |
2020 |
||||||
As at Jan. 1 |
(12.6 |
) |
(13.6 |
) | ||||
Additions in loss allowances recognized in profit or loss |
(2.0 | ) | (6.0 | ) | ||||
Reversals of unused amounts recognized in profit or loss |
7.1 | 1.3 | ||||||
Utilizations |
— | 6.2 | ||||||
Currency translation and other changes |
0.2 | (0.5 | ) | |||||
|
|
|
|
|||||
As at Dec. 31 |
(7.4 |
) |
(12.6 |
) | ||||
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Fair value of current derivatives – assets |
1.1 | 8.7 | ||||||
Factoring related assets |
4.0 | 2.6 | ||||||
Notes receivable |
10.9 | 11.4 | ||||||
Other receivables |
2.9 | 2.3 | ||||||
|
|
|
|
|||||
Total other current financial assets |
18.9 |
24.9 |
||||||
|
|
|
|
|||||
Assets held for sale |
— | 3.2 | ||||||
Contract assets, net of valuation allowance |
15.5 | 8.9 | ||||||
Prepaid expenses |
5.9 | 8.8 | ||||||
Prepayments |
3.0 | 3.2 | ||||||
|
|
|
|
|||||
Total other current non-financial assets |
24.4 |
24.1 |
||||||
|
|
|
|
• | Factoring transactions with substantially all risks and rewards being transferred; |
• | Factoring transactions involving the splitting of significant risks and rewards with control remaining at Atotech. |
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Cash in bank |
236.8 | 260.2 | ||||||
Money market funds |
106.7 | 30.0 | ||||||
Short-term bank deposits |
28.1 | 29.8 | ||||||
Other |
0.0 | 0.1 | ||||||
|
|
|
|
|||||
Total |
371.6 |
320.1 |
||||||
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Shareholders’ equity |
||||||||
Common Shares |
19.5 | 9.1 | ||||||
Preferred Shares |
— | 92.9 | ||||||
Paid-in surplus and retained earnings |
819.5 | 261.6 | ||||||
Currency translation adjustment and other reserves |
57.3 | 120.0 | ||||||
|
|
|
|
|||||
Total shareholders’ equity |
896.3 |
483.7 |
||||||
|
|
|
|
(weighted average, except options issued) |
Year ended Dec. 31, 2020 |
|||
Expected life of options (years) |
1.2 | |||
Exercise price (in $) |
0.29 | |||
Market value of underlying shares (in $) |
6.52 | |||
Risk free rate |
0.14 | % | ||
Expected share price volatility |
28.60 | % | ||
Expected dividend yield |
0.00 | % | ||
Options issued |
83,642 | |||
|
|
Year ended Dec. 31, 2020 |
||||
Expected life of options (years) |
5.0 | |||
Exercise price (in $) |
32.91 | |||
Market value of underlying shares (in $) |
32.91 | |||
Risk free rate |
(0.71 | )% | ||
Expected share price volatility |
28.60 | % | ||
Expected dividend yield |
0.00 | % | ||
Options issued |
30,383 | |||
|
|
(number of options/awards) |
LTIP |
PSU |
RSU |
Phantoms |
MSP |
|||||||||||||||
Outstanding at Jan. 1, 2021 |
2,154,048 |
— |
— |
30,383 |
— |
|||||||||||||||
Granted during the period |
— | 204,134 | 372,973 | — | 36,426 | |||||||||||||||
Settled during the period |
(185,668 | ) | (41,624 | ) | (41,623 | ) | — | — | ||||||||||||
Forfeited during the period |
(111,521 | ) | — | (1,145 | ) | — | (386 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Outstanding at Dec. 31, 2021 |
1,856,859 |
162,510 |
330,205 |
30,383 |
36,040 |
|||||||||||||||
Exercisable at Dec. 31, 2021 |
— |
— |
— |
— |
— |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Other non-current financial borrowings |
1,540.9 | 1,422.4 | ||||||
Opco Notes |
— | 425.0 | ||||||
Holdco Notes |
— | 218.3 | ||||||
|
|
|
|
|||||
Non-current borrowings |
1,540.9 |
2,065.7 |
||||||
|
|
|
|
|||||
Current portion of non-current financial borrowings |
10.7 | 0.5 | ||||||
|
|
|
|
|||||
Current borrowings |
10.7 |
0.5 |
||||||
|
|
|
|
|||||
Total borrowings |
1,551.6 |
2,066.2 |
||||||
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Senior Secured Credit Facilities: |
||||||||
Term Loans |
1,556.3 | 1,438.5 | ||||||
6.25% Opco Notes |
— | 425.0 | ||||||
8.75%/9.50% Holdco Notes |
— | 219.0 | ||||||
Less – Deferred financing costs |
(15.4 | ) | (16.8 | ) | ||||
|
|
|
|
|||||
Total non-current borrowings |
1,540.9 |
2,065.7 |
||||||
|
|
|
|
|||||
Senior Secured Credit Facilities: |
||||||||
Term Loans |
13.5 | 16.2 | ||||||
Short-term financing costs |
(2.8 | ) | (15.8 | ) | ||||
|
|
|
|
|||||
Total current borrowings |
10.7 |
0.5 |
||||||
|
|
|
|
|||||
Total borrowings |
1,551.6 |
2,066.2 |
||||||
|
|
|
|
Loan |
Currency |
Nominal interest rate p.a. |
Maturity date |
Repayment of principal |
Payment of interest |
|||||||||
TL B-1 |
USD | 2.50% + IBOR* (0.5% floor) |
Mar. 2028 | 0.25% of principal per quarter | end of interest period | * | ||||||||
TL B-2 |
EUR | 2.75% + IBOR* (0.0% floor) |
Mar. 2028 | on maturity | end of interest period | * |
* | The Group can elect interest periods of one, three or six months. Depending on the interest period chosen, the IBOR is amended to this term |
($ in millions) |
As of Jan. 1, 2021 |
Cash inflows |
Cash outflows |
Currency translation |
Other non-cash changes |
As of Dec. 31, 2021 |
||||||||||||||||||
Borrowings (current and non-current) |
2,066.2 | 130.0 | (685.7 | ) | (13.6 | ) | 54.7 | 1,551.6 | ||||||||||||||||
Other liabilities |
17.5 | 0.7 | — | (0.1 | ) | (13.4 | ) | 4.7 | ||||||||||||||||
Lease liabilities (current and non-current) |
81.5 | — | (15.3 | ) | (5.3 | ) | 3.4 | 64.2 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities from financing activities |
2,165.2 |
130.7 |
(701.0 |
) |
(19.0 |
) |
44.6 |
1,620.5 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
As of Jan. 1, 2020 |
Cash inflows |
Cash outflows |
Currency translation |
Other non-cash changes |
As of Dec. 31, 2020 |
||||||||||||||||||
Borrowings (current and non-current) |
2,115.6 | 175.1 | (271.2 | ) | 30.4 | 16.2 | 2,066.2 | |||||||||||||||||
Other liabilities |
19.7 | — | (10.6 | ) | (0.1 | ) | 8.7 | 17.5 | ||||||||||||||||
Lease liabilities (current and non-current) |
75.1 | — | (15.3 | ) | 6.0 | 15.7 | 81.5 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities from financing activities |
2,210.4 |
175.1 |
(297.1 |
) |
36.3 |
40.6 |
2,165.2 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets |
Deferred tax liabilities |
Net balances |
||||||||||||||||||||||
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||||||||||||||
Property, plant and equipment |
— | — | (14.9 | ) | (17.4 | ) | (14.9 | ) | (17.4 | ) | ||||||||||||||
Intangible assets |
— | — | (335.7 | ) | (371.9 | ) | (335.7 | ) | (371.9 | ) | ||||||||||||||
Right-of-use |
— | — | (23.4 | ) | (29.5 | ) | (23.4 | ) | (29.5 | ) | ||||||||||||||
Inventories |
19.8 | 10.5 | — | — | 19.8 | 10.5 | ||||||||||||||||||
Employee benefits |
23.9 | 32.1 | — | — | 23.9 | 32.1 | ||||||||||||||||||
Other temporary non-deductible provisions |
3.6 | 4.9 | — | — | 3.6 | 4.9 | ||||||||||||||||||
Lease liabilities |
18.3 | 23.3 | — | — | 18.3 | 23.3 | ||||||||||||||||||
Other temporary tax deductions |
— | 6.5 | (0.1 | ) | — | (0.1 | ) | 6.5 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Unused tax losses |
2.4 |
0.8 |
— |
— |
2.4 |
0.8 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
68.1 | 78.1 | (374.2 | ) | (418.8 | ) | (306.1 | ) | (340.7 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Netting |
(68.1 |
) |
(78.1 |
) |
68.1 |
78.1 |
— |
— |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total recognized deferred tax assets and liabilities |
— | — | (306.1 | ) | (340.8 | ) | (306.1 | ) | (340.7 | ) |
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Pension benefits liabilities |
141.3 | 174.3 | ||||||
Restructuring reserve (early retirement plans) |
2.1 | 1.9 | ||||||
|
|
|
|
|||||
Total |
143.4 |
176.2 |
||||||
|
|
|
|
• | the benefits are usually based on the final salary and seniority; |
• | they are usually funded (pension fund or insurer); |
• | they are usually closed to new employees whom are covered by defined contribution pension plans; and |
• | they are paid as an annuity or a lump sum. |
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Change in benefit obligation |
||||||||
Benefit obligation at the beginning of the year |
205.0 | 182.3 | ||||||
Current service cost |
2.1 | 2.2 | ||||||
Interest cost |
1.1 | 1.5 | ||||||
Past service cost |
(0.1 | ) | 0.1 | |||||
Benefit paid |
(4.8 | ) | (4.7 | ) | ||||
Actuarial losses (gains) |
(18.6 | ) | 5.9 | |||||
Foreign currency translation and other changes |
(14.8 | ) | 17.8 | |||||
|
|
|
|
|||||
Benefit obligation at the end of the year |
169.8 |
205.0 |
||||||
|
|
|
|
|||||
Change in fair value of plan assets |
||||||||
Fair value of plan assets at the beginning of the year |
(30.7 | ) | (27.9 | ) | ||||
Interest income and costs |
(0.2 | ) | (0.2 | ) | ||||
Actuarial losses (gains) |
(1.6 | ) | (2.0 | ) | ||||
Employer contributions |
(0.2 | ) | (0.2 | ) | ||||
Benefits paid |
2.1 | 2.1 | ||||||
Foreign currency translation and other changes |
2.1 | (2.5 | ) | |||||
|
|
|
|
|||||
Fair value of plan assets at the end of the year |
(28.5 |
) |
(30.7 |
) | ||||
|
|
|
|
|||||
Net defined benefit liability |
141.3 |
174.3 |
||||||
|
|
|
|
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
Current service cost |
2.1 | 2.2 | 2.1 | |||||||||
Past service cost |
(0.1 | ) | 0.1 | 0.2 | ||||||||
Net interest cost |
0.9 | 1.2 | 2.2 | |||||||||
|
|
|
|
|
|
|||||||
Benefit amounts recognized in profit or loss |
2.9 |
3.5 |
4.5 |
|||||||||
|
|
|
|
|
|
|||||||
Actuarial losses (gains) |
||||||||||||
Effect of changes in demographic assumptions |
0.0 | — | — | |||||||||
Effect of changes in financial assumptions |
(14.2 | ) | 5.7 | 24.0 | ||||||||
Effect of experience adjustments |
(4.4 | ) | 0.2 | (0.9 | ) | |||||||
Actuarial return on plan assets (excluding interest income) |
(1.6 | ) | (2.0 | ) | (0.1 | ) | ||||||
Asset ceiling |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Benefit amounts recognized in other comprehensive income |
(20.2 |
) |
3.8 |
23.0 |
||||||||
|
|
|
|
|
|
|||||||
Total benefit amounts recognized in comprehensive income |
(17.3 |
) |
7.3 |
27.5 |
||||||||
|
|
|
|
|
|
($ in millions) |
Pension benefits |
|||
2022 |
5.8 | |||
2023 |
6.0 | |||
2024 |
6.5 | |||
2025 |
6.4 | |||
2026 |
7.5 | |||
After 2026 |
164.6 | |||
|
|
($ in millions) |
As of Dec. 31, 2021 |
in% |
As of Dec. 31, 2020 |
in% |
||||||||||||
Debt securities |
18.3 | 64 | % | 20.0 | 65 | % | ||||||||||
Equity securities |
7.6 | 27 | % | 8.0 | 26 | % | ||||||||||
Cash and cash equivalents |
2.7 | 9 | % | 2.8 | 9 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
28.5 |
100 |
% |
30.7 |
100 |
% | ||||||||||
|
|
|
|
|
|
|
|
Assumptions used to determine benefits obligations |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Discount rate (weighted average for all regions) |
1.07 | % | 0.63 | % | ||||
Salary increase incl. inflation rate (weighted average for all regions) |
2.76 | % | 2.76 | % | ||||
|
|
|
|
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
|||||||||||||||
($ in millions) |
0.5% increase |
0.5% decrease |
0.5% increase |
0.5% decrease |
||||||||||||
Discount rate |
(11.9 | ) | 12.9 | (15.3 | ) | 17.3 | ||||||||||
Salary increase incl. inflation rate |
1.3 | (1.2 | ) | 1.8 | (1.7 | ) | ||||||||||
|
|
|
|
|
|
|
|
($ in millions) |
As of Jan. 1, 2021 |
Additions |
Release |
Consumption |
Currency translation adjustment |
Reclassi- fications |
As of Dec. 31, 2021 |
|||||||||||||||||||||
Current |
23.0 |
11.9 | (5.6 | ) | (12.2 | ) | (0.5 | ) | (0.5 | ) | 16.1 |
|||||||||||||||||
Non-current |
13.2 |
3.9 | (3.0 | ) | (4.2 | ) | (0.7 | ) | 0.1 | 9.3 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
As of Jan. 1, 2020 |
Additions |
Release |
Consumption |
Currency translation adjustment |
Reclassi- fications |
As of Dec. 31, 2020 |
|||||||||||||||||||||
Current |
22.5 |
16.4 | (1.7 | ) | (12.5 | ) | 1.0 | (2.6 | ) | 23.0 |
||||||||||||||||||
Non-current |
22.2 |
11.1 | (10.3 | ) | (5.2 | ) | 0.9 | (5.6 | ) | 13.2 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
|||||||||||||||||||||||
($ in millions) |
Current |
Non-current |
Total |
Current |
Non-current |
Total |
||||||||||||||||||
Non-tax litigation |
0.2 | 0.3 | 0.5 | 0.3 | 1.2 | 1.5 | ||||||||||||||||||
Uncertain tax positions and related interest |
5.3 | 0.1 | 5.4 | 9.3 | 0.0 | 9.3 | ||||||||||||||||||
Other operating items |
9.4 | 6.8 | 16.2 | 8.6 | 10.7 | 19.4 | ||||||||||||||||||
Other non-operating items |
1.2 | 2.2 | 3.4 | 4.7 | 1.2 | 6.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
16.1 |
9.3 |
25.5 |
23.0 |
13.2 |
36.2 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Accrued interest on financial debt |
0.0 | 13.4 | ||||||
Current bank debt |
4.7 | 4.1 | ||||||
Fair value of derivatives - current liabilities |
0.4 | 14.8 | ||||||
Factoring related liabilities |
0.7 | 0.7 | ||||||
Other |
5.7 | 5.6 | ||||||
|
|
|
|
|||||
Total other current financial liabilities |
11.5 |
38.5 |
||||||
|
|
|
|
|||||
Contract liabilities |
65.2 | 19.1 | ||||||
Payables to personnel and social organizations |
80.6 | 65.1 | ||||||
Deferred income |
0.4 | 5.5 | ||||||
|
|
|
|
|||||
Total other current non-financial liabilities |
146.2 |
89.7 |
||||||
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
Embedded Derivatives |
— | 65.7 | ||||||
Interest rate cap |
4.5 | 0.4 | ||||||
|
|
|
|
|||||
Total derivatives included in non-current financial assets |
4.5 |
66.1 |
||||||
|
|
|
|
|||||
Foreign exchange contracts (Forwards) |
1.1 | 8.7 | ||||||
|
|
|
|
|||||
Total derivatives included in current financial assets |
1.1 |
8.7 |
||||||
|
|
|
|
|||||
Foreign exchange contracts (Collars) |
— | 4.3 | ||||||
Foreign exchange contracts (Forwards) |
0.4 | 10.5 | ||||||
|
|
|
|
|||||
Total derivatives included in current financial liabilities |
0.4 |
14.8 |
||||||
|
|
|
|
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
||||||
Embedded Derivatives |
(65.7 | ) | 31.9 | |||||
Interest rate cap |
4.0 | 1.4 | ||||||
Foreign exchange contracts |
(11.4 | ) | 3.1 | |||||
|
|
|
|
|||||
Total |
(73.1 |
) |
36.4 |
|||||
|
|
|
|
($ in millions) |
Classification pursuant to IFRS 9 |
Carrying amount as per statement of financial position |
Measured at amortized cost |
Measured at fair value |
||||||||||||
Trade receivables |
FAAC | 290.4 | 290.4 | — | ||||||||||||
Cash and cash equivalents |
FAAC | 371.6 | 371.6 | — | ||||||||||||
Other financial assets |
FAAC | 22.2 | 22.2 | — | ||||||||||||
Foreign exchange contracts not designated as hedging instrument |
FAFV | 1.0 | — | 1.0 | ||||||||||||
Interest rate cap |
FAFV | 4.5 | — | 4.5 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total financial assets |
689.8 |
684.2 |
5.5 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Non-current borrowings |
FLAC | 1,540.9 | 1,540.9 | — | ||||||||||||
Current borrowings |
FLAC | 10.7 | 10.7 | — | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total debt |
1,551.6 |
1,551.6 |
— |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Trade payables |
FLAC | 259.2 | 259.2 | — | ||||||||||||
Lease liabilities |
FLAC | 64.2 | 64.2 | — | ||||||||||||
Other financial liabilities |
FLAC | 11.1 | 11.1 | — | ||||||||||||
Foreign exchange contracts not designated as hedging instrument |
FLFV | 0.4 | — | 0.4 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total financial liabilities |
1,886.5 |
1,886.1 |
0.4 |
|||||||||||||
|
|
|
|
|
|
($ in millions) |
Classification pursuant to IFRS 9 |
Carrying amount as per statement of financial position |
Measured at amortized cost |
Measured at fair value |
||||||||||||
Trade receivables |
FAAC | 262.0 | 262.0 | — | ||||||||||||
Cash and cash equivalents |
FAAC | 320.1 | 320.1 | — | ||||||||||||
Other financial assets |
FAAC | 20.4 | 20.4 | — | ||||||||||||
Embedded Derivatives |
FAFV | 65.7 | — | 65.7 | ||||||||||||
Foreign exchange contracts not designated as hedging instrument |
FAFV | 8.7 | — | 8.7 | ||||||||||||
Interest rate cap |
FAFV | 0.4 | — | 0.4 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total financial assets |
677.3 |
602.6 |
74.8 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Non-current borrowings |
FLAC | 2,065.7 | 2,065.7 | — | ||||||||||||
Current borrowings |
FLAC | 0.5 | 0.5 | — | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total debt |
2,066.2 |
2,066.2 |
— |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Trade payables |
FLAC | 221.0 | 221.0 | — | ||||||||||||
Lease liabilities |
FLAC | 81.5 | 81.5 | — | ||||||||||||
Other financial liabilities |
FLAC | 25.3 | 25.3 | — | ||||||||||||
Foreign exchange contracts designated as hedge of an investment in a foreign operation (“Forwards”) |
No class | 10.5 | — | 10.5 | ||||||||||||
Foreign exchange contracts designated as hedge of an investment in a foreign operation (“Collars”) |
No class | 4.3 | — | 4.3 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total financial liabilities |
2,408.7 |
2,393.9 |
14.8 |
|||||||||||||
|
|
|
|
|
|
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
||||||
FAAC |
7.3 | (3.9 | ) | |||||
FLAC |
(107.2 | ) | (144.5 | ) | ||||
FAFV/FLFV |
(88.1 | ) | 33.3 | |||||
No class |
15.1 | 3.1 | ||||||
|
|
|
|
|||||
Total |
(173.0 |
) |
(112.0 |
) | ||||
|
|
|
|
As of Dec. 31, 2021 |
Fair value |
|||||||||||||||||||
($ in millions) |
Carrying amount |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||
Trade receivables |
290.4 | — | — | — | — | |||||||||||||||
Cash and cash equivalents |
371.6 | — | — | — | — | |||||||||||||||
Other financial assets |
22.2 | — | — | — | — | |||||||||||||||
Foreign exchange contracts not designated as hedging instrument |
1.0 | — | 1.0 | — | 1.0 | |||||||||||||||
Interest rate cap |
4.5 | — | 4.5 | — | 4.5 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total financial assets |
689.8 |
— |
5.5 |
— |
5.5 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-current borrowings |
1,540.9 | — | 1,569.8 | — | 1,569.8 | |||||||||||||||
Current borrowings |
10.7 | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total debt |
1,551.6 |
— |
1,569.8 |
— |
1,569.8 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Trade payables |
259.2 | — | — | — | — | |||||||||||||||
Lease liabilities |
64.2 | — | — | — | — | |||||||||||||||
Other financial liabilities |
11.1 | — | — | — | — | |||||||||||||||
Foreign exchange contracts not designated as hedging instrument |
0.4 | — | 0.4 | — | 0.4 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total financial liabilities |
1,886.5 |
— |
1,570.2 |
— |
1,570.2 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
As of Dec. 31, 2020 |
Fair value |
|||||||||||||||||||
($ in millions) |
Carrying amount |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||
Trade receivables |
262.0 | — | — | — | — | |||||||||||||||
Cash and cash equivalents |
320.1 | — | — | — | — | |||||||||||||||
Other financial assets |
20.4 | — | — | — | — | |||||||||||||||
Embedded Derivatives |
65.7 | — | 65.7 | — | 65.7 | |||||||||||||||
Foreign exchange contracts not designated as hedging instrument |
8.7 | — | 8.7 | — | 8.7 | |||||||||||||||
Interest rate cap |
0.4 | — | 0.4 | — | 0.4 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total financial assets |
677.3 |
— |
74.8 |
— |
74.8 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-current borrowings |
2,065.7 | — | 2,194.2 | — | 2,194.2 | |||||||||||||||
Current borrowings |
0.5 | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total debt |
2,066.2 |
— |
2,194.2 |
— |
2,194.2 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Trade payables |
221.0 | — | — | — | — | |||||||||||||||
Lease liabilities |
81.5 | — | — | — | — | |||||||||||||||
Other financial liabilities |
25.3 | — | — | — | — | |||||||||||||||
Foreign exchange contracts designated as hedge of an investment in a foreign operation (“Forwards”) |
10.5 | — | 10.5 | — | 10.5 | |||||||||||||||
Foreign exchange contracts designated as hedge of an investment in a foreign operation (“Collars”) |
4.3 | — | 4.3 | — | 4.3 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total financial liabilities |
2,408.7 |
— |
2,209.0 |
— |
2,209.0 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
• | EURUSD FX forwards of $388.3 million due until Dec. 31, 2022 |
• | Other FX forwards of $65.2 million due until Dec. 31, 2022 |
As of Dec. 31, 2020 |
Notional |
Carrying amount |
Value of the hedging instrument* |
|||||||||||||
($ in millions) |
Financial Assets |
Financial Liabilities |
||||||||||||||
Net investment hedge |
||||||||||||||||
FX Forwards |
200.0 | — | (10.5 | ) | (8.8 | ) | ||||||||||
FX collar |
50.0 | — | (4.3 | ) | (2.2 | ) | ||||||||||
|
|
|
|
|
|
|
|
* | used for calculating hedge ineffectiveness (designated component) |
As of Dec. 31, 2020 |
Less than 12 months |
1-5 years |
More than 5 years |
Notional |
||||||||||||
($ in millions) | ||||||||||||||||
Foreign Exchange Forwards |
||||||||||||||||
USD - CNH |
200.0 | — | — | 200.0 | ||||||||||||
EUR - USD |
210.3 | — | — | 210.3 | ||||||||||||
EUR - GBP |
11.6 | — | — | 11.6 | ||||||||||||
EUR - CNY |
14.2 | — | — | 14.2 | ||||||||||||
EUR - CAD |
0.6 | — | — | 0.6 | ||||||||||||
EUR - AUD |
0.1 | — | — | 0.1 | ||||||||||||
EUR - TRY |
0.2 | — | — | 0.2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Foreign Exchange Collar |
||||||||||||||||
USD - TWD |
50.0 | — | — | 50.0 | ||||||||||||
|
|
|
|
|
|
|
|
OCI I: Hedge Reserve |
||||||||||||||||
($ in millions) |
OCI II: Cost of Hedging |
Intrinsic value of options |
Foreign Exchange Transactions* |
Total hedge reserve |
||||||||||||
Opening balance as of Jan. 1, 2021 |
5.0 |
(2.2 |
) |
(56.9 |
) |
(54.1 |
) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Change in fair value recognized in OCI |
— | (0.8 | ) | (4.3 | ) | (5.1 | ) | |||||||||
Costs of hedging recognized in OCI |
2.2 | — | — | 2.2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Closing balance as of Dec. 31, 2021 |
7.2 |
(3.0 |
) |
(61.2 |
) |
(57.0 |
) | |||||||||
|
|
|
|
|
|
|
|
* | The change in fair value recognized in OCI I includes the cumulative gains and losses from translating Term Loan B-3 from RMB into U.S. dollars of $(2.4) million. |
OCI I: Hedge Reserve |
||||||||||||||||
($ in millions) |
OCI II: Cost of Hedging |
Intrinsic value of options |
Foreign Exchange Transactions* |
Total hedge reserve |
||||||||||||
Opening balance as of Jan. 1, 2020 |
3.0 |
— |
(12.9 |
) |
(9.9 |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Change in fair value recognized in OCI |
— | (2.2 | ) | (44.8 | ) | (47.0 | ) | |||||||||
Costs of hedging recognized in OCI |
2.0 | — | — | 2.0 | ||||||||||||
Reclassified from OCI to profit or loss |
— | — | 0.9 | 0.9 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Closing balance as of Dec. 31, 2020 |
5.0 |
(2.2 |
) |
(56.9 |
) |
(54.1 |
) | |||||||||
|
|
|
|
|
|
|
|
* | The change in fair value recognized in OCI I includes the cumulative gains and losses from translating Term Loan B-3 from RMB into U.S. dollars of $(30.8) million. |
Dec. 31, 2021 |
Change of Foreign Exchange rate by |
|||||||||||
($ in millions) |
Exposure |
+10% |
-10% |
|||||||||
EUR |
44.9 | (38.8 | ) | 38.1 | ||||||||
CNH / CNY |
21.4 | (3.6 | ) | 4.4 | ||||||||
TWD |
15.9 | (1.4 | ) | 1.8 | ||||||||
|
|
|
|
|
|
Dec. 31, 2020 |
Change of Foreign Exchange rate by |
|||||||||||
($ in millions) |
Exposure |
+10% |
-10% |
|||||||||
CNH / CNY |
(10.5 | ) | 19.1 | (23.4 | ) | |||||||
TWD |
(4.3 | ) | 3.7 | (5.9 | ) | |||||||
|
|
|
|
|
|
($ in millions) |
< 12 months |
1 - 3 years |
3 - 5 years |
> 5 years |
Total |
Carrying amount |
||||||||||||||||||
Trade payables |
258.5 | 0.5 | 0.2 | — | 259.2 | 259.2 | ||||||||||||||||||
Borrowings |
59.8 | 118.9 | 117.0 | 1,529.6 | 1,825.3 | 1,551.6 | ||||||||||||||||||
Other financial liabilities |
11.5 | — | 0.0 | — | 11.5 | 11.5 | ||||||||||||||||||
thereof derivative financial instruments |
0.4 |
— |
— |
— |
0.4 |
0.4 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
329.9 |
119.4 |
117.2 |
1,529.6 |
2,096.0 |
1,822.3 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
< 12 months |
1 - 3 years |
3 - 5 years |
> 5 years |
Total |
Carrying amount |
||||||||||||||||||
Trade payables |
218.6 | 1.9 | 0.1 | 0.4 | 221.0 | 221.0 | ||||||||||||||||||
Borrowings |
134.6 | 476.0 | 1,907.4 | — | 2,518.1 | 2,066.2 | ||||||||||||||||||
Other financial liabilities |
38.5 | 1.5 | 0.0 | 0.0 | 40.1 | 40.1 | ||||||||||||||||||
thereof derivative financial instruments |
14.8 |
— |
— |
— |
14.8 |
14.8 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
391.8 |
479.4 |
1,907.5 |
0.5 |
2,779.1 |
2,327.2 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
||||||||||||||||||||||||||||||||||
($ in millions) |
EL |
GMF |
Total |
EL |
GMF |
Total |
EL |
GMF |
Total |
|||||||||||||||||||||||||||
Revenue |
981.3 | 517.8 | 1,499.2 |
797.7 | 436.6 | 1,234.3 |
682.9 | 504.9 | 1,187.8 |
|||||||||||||||||||||||||||
thereof Chemistry revenue |
803.0 |
501.3 |
1,304.3 |
690.0 |
424.0 |
1,114.0 |
596.2 |
469.3 |
1,065.5 |
|||||||||||||||||||||||||||
thereof Equipment revenue |
178.4 |
16.5 |
194.9 |
107.7 |
12.6 |
120.3 |
86.7 |
35.6 |
122.3 |
|||||||||||||||||||||||||||
Segment Adjusted EBITDA |
330.7 | 127.3 | 458.0 |
259.0 | 104.9 | 363.9 |
241.6 | 138.5 | 380.1 |
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
EL Segment Adjusted EBITDA |
330.7 | 259.0 | 241.6 | |||||||||
GMF Segment Adjusted EBITDA |
127.3 | 104.9 | 138.5 | |||||||||
Gain on disposal of fixed assets (a) |
— | — | 6.1 | |||||||||
Non-cash adjustments(b) |
(89.7 | ) | (250.7 | ) | 10.2 | |||||||
Foreign exchange gain/(loss) (c) |
13.0 | (14.8 | ) | 2.4 | ||||||||
Restructuring (d) |
0.6 | (2.5 | ) | (13.4 | ) | |||||||
Transaction related costs (e) |
(19.9 | ) | (7.6 | ) | (7.1 | ) | ||||||
Management fee (f) |
(2.6 | ) | (2.7 | ) | (2.4 | ) | ||||||
COVID-19 adjustment(g) |
(0.9 | ) | (2.2 | ) | — | |||||||
Interest expense, net |
(97.2 | ) | (142.0 | ) | (148.1 | ) | ||||||
Income taxes |
(76.6 | ) | (64.3 | ) | (54.8 | ) | ||||||
Depreciation and amortization (excluding impairment charges) |
(177.0 | ) | (166.4 | ) | (165.4 | ) | ||||||
|
|
|
|
|
|
|||||||
Consolidated net income (loss) |
7.5 |
(289.4 |
) |
7.6 |
||||||||
|
|
|
|
|
|
(a) | Eliminates the cash impact of gains on the sale of fixed assets. |
(b) | Eliminates the impact of (1) share-based compensation expenses, (2) losses on the sale of fixed assets, (3) impairment charges, (4) mark-to-market de-recognition of bifurcated embedded derivatives related to certain redemption features of the Opco Notes and Holdco Notes, and (5) valuation adjustments from the revaluation of the earn-out liability initially recognized in 2019. |
(c) | Eliminates net foreign currency transactional gains and losses. |
(d) | Eliminates charges resulting from restructuring activities principally from the Group’s cost reduction efforts. |
(e) | The value for the year ended December 31, 2021 reflects an adjustment to eliminate (1) IPO-related costs linked to the existing equity, (2) professional fees paid to third-party advisors in connection with the implementation of strategic initiatives and (3) the increased expenses of the D&O insurance in connection with the IPO. The values for the years ended December 31, 2020 and 2019 reflect an adjustment to eliminate (1) fees associated with the foreign currency exchange derivatives entered into in conjunction with the Acquisition, (2) professional fees paid to third party advisors in connection with the implementation of strategic initiatives and (3) IPO related costs, linked to the existing equity. |
(f) | Reflects an adjustment to eliminate fees paid to Carlyle. The consulting agreement pursuant to which management fees are paid to Carlyle will terminate on the earlier of (i) the second anniversary of the IPO and (ii) the date upon which Carlyle ceases to own more than ten percent of the outstanding voting securities of the Company. |
(g) | Eliminates charges in connection with COVID-19, including $0.9 million for the year ended December 31, 2021 and $1.7 million for the year ended December 31, 2020 for masks, sanitizers, and other COVID-19 related expenses at certain plant and office locations as well as $0.5 million of expenses incurred during locally mandated plant shutdowns in China, Malaysia, India, and Mexico for the year ended December 31, 2020. |
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 |
||||||
China |
863.2 | 881.7 | ||||||
Germany |
729.4 | 816.1 | ||||||
Other countries |
954.4 | 1,044.7 | ||||||
|
|
|
|
|||||
Total |
2,547.0 |
2,742.5 |
||||||
|
|
|
|
5 |
Excluding financial instruments, deferred tax assets, post-employment benefit assets, and rights arising under insurance contracts. |
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
Year ended Dec. 31, 2019 |
|||||||||
Short-term employee benefits |
10.2 | 8.6 | 7.0 | |||||||||
Post-employment benefits |
0.4 | 0.3 | 0.2 | |||||||||
Share-based payment expense |
4.2 | 0.1 | 0.1 | |||||||||
|
|
|
|
|
|
|||||||
Total |
14.8 |
9.0 |
7.3 |
|||||||||
|
|
|
|
|
|
Dec. 31, 2021 |
Dec. 31, 2020 |
|||||||||||||||||||||
No. |
Entity Name |
Status |
Equity interest in % |
Held by No. |
Status |
Equity interest in % |
Held by No. |
|||||||||||||||
1 |
Atotech Ltd. |
FC |
FC |
|||||||||||||||||||
2 |
Alpha 2 B.V. |
FC |
100 |
% |
37 |
FC |
100 |
% |
37 |
|||||||||||||
3 |
Alpha 3 B.V. |
FC |
100 |
% |
2 |
FC |
100 |
% |
2 |
|||||||||||||
4 |
Alpha 4 B.V. |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
|||||||||||||
5 |
Alpha 5 B.V. |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
|||||||||||||
6 |
Alpha Germany Bidco GmbH |
FC |
100 |
% |
4 |
FC |
100 |
% |
4 |
|||||||||||||
7 |
Alpha US Bidco, Inc. |
FC |
100 |
% |
3 |
FC |
100 |
% |
3 |
|||||||||||||
8 |
Atotech (Singapore) Chemicals Pte. Ltd. |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
|||||||||||||
9 |
Atotech (Yangzhou) Chemicals Ltd |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
|||||||||||||
10 |
Atotech Asia Pacific Ltd. |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
|||||||||||||
11 |
Atotech B.V. |
FC |
100 |
% |
3 |
FC |
100 |
% |
3 |
|||||||||||||
12 |
Atotech Beteiligungs und Management GmbH & Co KG |
FC |
100 |
% |
4 |
FC |
100 |
% |
4 |
|||||||||||||
13 |
Atotech Bulgaria EOOD |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
|||||||||||||
14 |
Atotech Canada Ltd. |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
|||||||||||||
15 |
Atotech China Chemicals Ltd. |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
|||||||||||||
16 |
Atotech CZ, a.s. |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
|||||||||||||
17 |
Atotech de México S.A. de C.V. |
FC |
100 |
% |
11, 18 |
FC |
100 |
% |
11, 18 |
|||||||||||||
18 |
Atotech Deutschland GmbH & Co. KG (formerly: Atotech Deutschland GmbH) |
FC |
100 |
% |
12, 41 |
FC |
100 |
% |
12, 11 |
|||||||||||||
19 |
Atotech Development Center Private Limited |
FC |
99.99 |
%* |
11 |
FC |
99.99 |
%* |
11 |
|||||||||||||
20 |
Atotech Do Brasil Galvanotécnica Ltda. |
FC |
100 |
% |
11, 18 |
FC |
100 |
% |
11, 18 |
|||||||||||||
21 |
Atotech Espana S.A. |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
|||||||||||||
22 |
Atotech France S.A. |
FC |
99.99 |
%* |
11 |
FC |
99.99 |
%* |
11 |
|||||||||||||
23 |
Atotech India Private Limited |
FC |
99.99 |
%* |
11 |
FC |
99.99 |
%* |
11 |
|||||||||||||
24 |
Atotech Istanbul Kimya Sanayi Ticaret Ltd Sti |
FC |
100 |
% |
11, 18 |
FC |
100 |
% |
11, 18 |
|||||||||||||
25 |
Atotech Italia S.r.l. |
FC |
100 |
% |
11 |
FC |
100 |
% |
11 |
26 |
Atotech Japan K.K. | FC | 100 | % | 11 | FC | 100 | % | 11 | |||||||||||||
27 |
Atotech Korea Ltd. | FC | 100 | % | 11 | FC | 100 | % | 11 | |||||||||||||
28 |
Atotech Malaysia Sdn. Bhd. | FC | 100 | % | 11 | FC | 100 | % | 11 | |||||||||||||
29 |
Atotech Österreich GmbH | FC | 100 | % | 12 | FC | 100 | % | 12 | |||||||||||||
30 |
Atotech Poland Sp. z.o.o. | FC | 100 | % | 11 | FC | 100 | % | 11 | |||||||||||||
31 |
Atotech Servicios de México S.A. de C.V. | FC | 100 | % | 11, 17 | FC | 100 | % | 11, 17 | |||||||||||||
32 |
Atotech SK, s.r.o. | FC | 100 | % | 16 | FC | 100 | % | 16 | |||||||||||||
33 |
Atotech Skandinavien AB | FC | 100 | % | 11 | FC | 100 | % | 11 | |||||||||||||
34 |
Atotech Taiwan Limited | FC | 100 | % | 11 | FC | 100 | % | 11 | |||||||||||||
35 |
Atotech Thailand Ltd. | FC | 99.99 | %* | 11 | FC | 99.99 | %* | 11 | |||||||||||||
36 |
Atotech UK Ltd. | FC | 100 | % | 11 | FC | 100 | % | 11 | |||||||||||||
37 |
Atotech UK Topco Ltd. | FC | 100 | % | 1 | FC | 100 | % | 1 | |||||||||||||
38 |
Atotech USA, LLC. | FC | 100 | % | 7 | FC | 100 | % | 7 | |||||||||||||
39 |
Atotech Vietnam C.o. Ltd. | FC | 100 | % | 11 | FC | 100 | % | 11 | |||||||||||||
40 |
Atotech Slovenija d.d. | FC | 100 | % | 12 | FC | 100 | % | 12 | |||||||||||||
41 |
Brillant 3670. GmbH | FC | 100 | % | 12 | — | — | — | ||||||||||||||
42 |
J-KEM International AB |
FC | 100 | % | 33 | FC | 100 | % | 33 | |||||||||||||
43 |
UAB Atotech Chemata (Lithuania) | FC | 100 | % | 11 | FC | 100 | % | 11 | |||||||||||||
44 |
Visutech Plating Ltd. | FC | 100 | % | 11 | FC | 100 | % | 11 | |||||||||||||
45 |
Atotech (Philippines) Chemicals, Inc. | NC | 99 | %* | 11 | NC | 99 | %* | 11 | |||||||||||||
46 |
Atotech Argentina S.A. | NC | 98 | %* | 11 | NC | 98 | %* | 11 | |||||||||||||
47 |
Atotech Australia PTY Ltd. | NC | 100 | % | 11 | NC | 100 | % | 11 | |||||||||||||
48 |
Atotech Global Services Private Limited | NC | 99.99 | %* | 11 | — | — | — | ||||||||||||||
49 |
OOO Atotech-Chemeta (Russia) | NC | 100 | % | 11, 18 | NC | 100 | % | 11, 18 | |||||||||||||
50 |
PT. Atotech Indonesia Chemicals | NC | 100 | % | 11, 18 | NC | 100 | % | 11, 18 |
* | Minority interests owned by Management staff. |
FC | Fully consolidated |
NC | Non-consolidated due to immateriality |
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 Restated |
||||||
Selling, general and administrative expenses |
(18.7 | ) | (7.4 | ) | ||||
|
|
|
|
|||||
Operating profit (loss) |
(18.7 |
) |
(7.4 |
) | ||||
|
|
|
|
|||||
Interest expense |
(0.2 | ) | — | |||||
Other income (expense), net |
0.0 | — | ||||||
|
|
|
|
|||||
Income (loss) before income taxes |
(19.0 |
) |
(7.4 |
) | ||||
|
|
|
|
|||||
Income tax expense |
— | — | ||||||
|
|
|
|
|||||
Net income (loss) |
(19.0 |
) |
(7.4 |
) | ||||
|
|
|
|
($ in millions) |
As of Dec. 31, 2021 |
As of Dec. 31, 2020 Restated |
||||||
Assets |
||||||||
Non-current assets |
||||||||
Investments in subsidiaries |
567.8 | 95.6 | ||||||
|
|
|
|
|||||
Total non-current assets |
567.8 |
95.6 |
||||||
|
|
|
|
|||||
Current assets |
||||||||
Prepaid expenses |
0.0 | 3.5 | ||||||
Cash and cash equivalents |
0.1 | 0.0 | ||||||
|
|
|
|
|||||
Total current assets |
0.1 |
3.5 |
||||||
|
|
|
|
|||||
Total assets |
567.9 |
99.1 |
||||||
|
|
|
|
|||||
Liabilities & shareholders’ equity |
||||||||
Shareholders’ equity |
||||||||
Common shares and preferred shares |
19.5 | 95.6 | ||||||
Paid-in surplus and retained earnings |
517.8 | (7.1 | ) | |||||
|
|
|
|
|||||
Total shareholders’ equity |
537.3 |
88.5 |
||||||
|
|
|
|
|||||
Non-current liabilities |
||||||||
Borrowings |
12.9 | 0.9 | ||||||
Thereof from subsidiaries |
12.9 |
0.9 |
||||||
|
|
|
|
|||||
Total non-current liabilities |
12.9 |
0.9 |
||||||
|
|
|
|
|||||
Current liabilities |
||||||||
Trade payables |
14.8 | 9.3 | ||||||
Thereof from subsidiaries |
14.0 |
7.4 |
||||||
Personnel Liabilities (RSU Settlement) |
2.8 | — | ||||||
Current Financial debt |
0.1 | — | ||||||
Thereof from subsidiaries |
0.1 |
— |
||||||
Tax liabilities |
0.0 | 0.4 | ||||||
|
|
|
|
|||||
Total current liabilities |
17.6 |
9.7 |
||||||
|
|
|
|
|||||
Total liabilities & shareholders’ equity |
567.9 |
99.1 |
||||||
|
|
|
|
($ in millions) |
Year ended Dec. 31, 2021 |
Year ended Dec. 31, 2020 |
||||||
Operating activities |
||||||||
Net loss |
(19.0 | ) | (7.4 | ) | ||||
Adjustments to reconcile net loss to cash used in operating activities: |
||||||||
Non-cash financial costs |
0.2 | — | ||||||
Personnel costs - Share-based payment |
9.5 | — | ||||||
Interest paid |
(0.2 | ) | — | |||||
Taxes paid |
(0.1 | ) | — | |||||
(Increase)/decrease in trade receivables and other assets |
(2.1 | ) | (3.5 | ) | ||||
Increase/(decrease) in trade payables and other liabilities |
(1.5 | ) | 10.0 | |||||
|
|
|
|
|||||
Cash flow used in operating activities |
(13.2 |
) |
(0.9 |
) | ||||
|
|
|
|
|||||
Investing activities |
||||||||
Investment in subsidiaries |
(472.2 | ) | — | |||||
|
|
|
|
|||||
Cash flow used in investing activities |
(472.2 |
) |
— |
|||||
|
|
|
|
|||||
Financing activities |
||||||||
Issuance of shares |
473.4 | — | ||||||
Issuance of non-current debt |
12.0 | — | ||||||
Increase (decrease) in current borrowings |
0.1 | 0.9 | ||||||
|
|
|
|
|||||
Cash flow provided by financing activities |
485.5 |
0.9 |
||||||
|
|
|
|
|||||
Net (decrease)/increase in cash and cash equivalents |
0.1 |
0.0 |
||||||
|
|
|
|
|||||
Cash and cash equivalents at the beginning of the period |
0.0 | — | ||||||
|
|
|
|
|||||
Cash and cash equivalents at the end of the period |
0.1 |
0.0 |
||||||
|
|
|
|
1 Year Atotech Chart |
1 Month Atotech Chart |
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