6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2021

Commission File Number: 001-40007

 

 

Atotech Limited

(Translation of registrant’s name into English)

 

 

William Street, West Bromwich

West Midlands, B70 0BG

United Kingdom

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒                 Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


On May 4, 2021, Atotech Limited issued a press release announcing its financial and operating results for the first quarter ended March 31, 2021. A copy of the press release and accompanying earnings presentation are furnished as Exhibits 99.1 and 99.2 hereto.

Exhibits

 

Exhibit
Number

  

Description

99.1    Press Release, dated May 4, 2021, issued by Atotech Limited.
99.2    Atotech Limited Earnings Presentation, dated May 4, 2021.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 4, 2021

 

Atotech Limited
By:  

/s/ Peter Frauenknecht

Name:   Peter Frauenknecht
Title:   Chief Financial Officer
EX-99.1

Exhibit 99.1

 

LOGO

Atotech Reports First Quarter 2021 Results and Raises 2021 Full Year Guidance

 

   

Generates first quarter revenue of $353 million, an increase of 25% over the prior year period, including chemistry organic revenue growth of 13%

 

   

Reports a net loss of $72 million, primarily reflecting one-time costs associated with the Company’s recent refinancing

 

   

Delivers adjusted EBITDA of $110 million, a 32% increase over the prior year period

 

   

Reduces net leverage to 3.7x

 

   

Raises guidance for full year 2021 organic revenue growth, which is now expected to be in the range of 11% to 13%, including full year chemistry organic revenue growth of approximately 9%

 

   

Increases guidance for full year 2021 adjusted EBITDA1, which is now anticipated to be in the range of $415 million to $435 million, an increase of $10 million over the prior guidance at the mid-point

BERLIN, Germany - May 4, 2021 – Atotech (NYSE: ATC), a leading specialty chemicals technology company and a market leader in advanced electroplating solutions, today reported its financial results for the first quarter of 2021 and raised its revenue and adjusted EBITDA guidance for full year 2021. Chemistry organic revenue growth, a key performance indicator for the Company, increased 13% over the first quarter of 2020. Chemistry organic revenue growth reflects chemistry revenue growth excluding the impact of foreign exchange translation (“FX”) and palladium pass-through (“palladium”).

Management Commentary

Geoff Wild, Atotech’s Chief Executive Officer said, “We are very pleased with our first quarter performance. As we lap the first quarter of the Covid-19 pandemic, we delivered strong revenue and EBITDA growth, driven by an acceleration in the secular trends that are fueling demand for our products. Whether it is the robust smartphone cycle, the increasing adoption of 5G, work-from-home and higher PC demand, or the electrification of automobiles, our comprehensive solutions address customer requirements and we continue to lead the market with our customer service approach.”

 

1 

Adjusted EBITDA is a non-IFRS financial measure. Adjusted EBITDA should be considered in addition to, but not as a substitute for, the information provided in accordance with IFRS. A reconciliation for adjusted EBITDA to the most directly comparable IFRS financial measure is provided in the Reconciliation of Adjusted EBITDA to Consolidated Net Income (Loss) table. We are not able to forecast Consolidated net income (loss) on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect Consolidated net income (loss), including, but not limited to, Income taxes, Interest expense, and Foreign exchange income (loss).


“Despite several external disruptions putting pressure on global supply chains this quarter, we feel confident about delivering strong revenue and earnings growth this year and are actively engaged in multiple initiatives to mitigate the impact of current supply chain shortages and disruptions.”

“I was also very pleased to have successfully completed our refinancing during the first quarter. We moved quickly to leverage our stronger balance sheet as a result of the IPO, as well as our positive business outlook, to significantly lower our cost of borrowing. The combination of healthy markets and an improved capital structure have Atotech well-positioned to generate meaningful free cash flow in 2021.”

First Quarter 2021 Results

Total revenue was $353 million for the first quarter, an increase of 25% over the prior year period. Total organic revenue, which reflects total revenue excluding the impact of FX and palladium, increased 17%. FX was a 7% tailwind and palladium increased total revenue by 1% for the quarter. These strong quarterly results were driven by organic growth in chemistry revenue of 13%, reflecting double-digit increases in both the Electronics (“EL”) and General Metal Finishing (“GMF”) segments.

Adjusted EBITDA was $110 million for the first quarter, a 32% increase over the prior year period, reflecting strong chemistry organic volume growth, stable pricing, and FX tailwinds, partially offset by increased costs associated with supply chain inefficiencies.

Diluted earnings per share was $(0.55) for the quarter ended March 31, 2021, primarily reflecting one-time costs associated with the Company’s recent refinancing.

Adjusted EBITDA margin was 31.2% for the first quarter of 2021, a gain of 150 basis points. The improvement reflects operating leverage on chemistry organic revenue, offset in part by the impact of palladium pass-through, the product mix of chemistry versus equipment, and supply chain inefficiencies.

First Quarter 2021 Segment Highlights

Electronics: Revenue for the first quarter in our Electronics segment of $226 million increased 31% over the prior year period. Total organic revenue grew 21%, consisting of 15% chemistry organic growth and a 77% increase in equipment organic revenue. Palladium pass-through increased revenue by 2% and FX was an 8% tailwind for the quarter.

The Electronics organic revenue increase was driven by strong demand for the Company’s leading IC substrate and advanced semiconductor packaging solutions, as we experienced an acceleration in the secular trends of 5G infrastructure and smartphone growth, as well as auto electrification and advanced consumer electronics. These trends are also driving strong demand for our equipment, as our customers actively upgrade technology and expand production capacity.

Adjusted EBITDA for our Electronics segment was $76 million for the quarter, an increase of 38% over the prior year period, primarily driven by strong chemistry volume growth, as well as ongoing pricing and cost measures. Adjusted EBITDA margin increased 180 basis points to 33.6%, largely reflecting operating leverage on chemistry organic growth, offset by the palladium pass-through and the cost of supply chain disruptions.


General Metal Finishing: Revenue for the first quarter in our GMF segment of $128 million increased 15% over the prior year period. Total organic GMF revenue increased 9%, consisting of 11% chemistry revenue growth, partially offset by a decline in equipment revenue. Palladium and FX added 1% and 5% to revenue for the quarter, respectively.

Chemistry organic revenue growth was primarily driven by the continued global automotive market recovery and solid demand in other industrial end-markets.

Adjusted EBITDA for our GMF segment was $35 million, an increase of 19% over last year, reflecting operating leverage on chemistry volume growth, partially offset by supply chain inefficiencies. Adjusted EBITDA margin increased 90 basis points to 27.2%.

Initial Public Offering

The Company closed its initial public offering of 29,268,000 common shares at $17.00 per share on February 8, 2021. The gross proceeds to Atotech from the offering were approximately $498 million, before deducting the underwriting discount and offering expenses, and were used to repay indebtedness and to pay underwriting discounts and offering expenses. On March 9, 2021, investment funds affiliated with The Carlyle Group sold an additional 4,390,200 common shares pursuant to the over-allotment option granted to the underwriters in the initial public offering. The shares, representing the full over-allotment option, were sold at $17.00 per share less underwriting discounts, and we did not receive any proceeds from the sale of these shares by The Carlyle Group.

Refinancing

On March 18, 2021, the Company successfully refinanced its existing senior secured credit facilities and entered into a new credit agreement which provided for a U.S. dollar-denominated senior secured term loan facility in an initial aggregate principal amount of $1.35 billion (the “USD Term Loan”), a Euro-denominated senior secured term loan facility in an initial aggregate principal amount of €200.0 million (the “EUR Term Loan”), and a senior secured multi-currency revolving credit facility that provides for revolving loans and letters of credit in an aggregate principal amount of up to $250.0 million. The net proceeds of the USD Term Loan and EUR Term Loan were used to fund the refinancing in full of the Company’s then-outstanding term loan credit facilities, which were set to mature in January 2024, and to repay and replace its then-existing revolving credit agreement, which was set to mature in January 2022.

Full Year 2021 Guidance

Regarding the Company’s 2021 outlook, Peter Frauenknecht, Atotech’s Chief Financial Officer said, “As a result of our very strong first quarter and our improved outlook for the entire year, we are raising our revenue and adjusted EBITDA guidance. We now expect full year 2021 total organic revenue growth to be in the range of 11% to 13%, including full year organic growth in chemistry revenue of approximately 9%, which excludes the impact of FX and palladium pass-through. Additionally, we now expect full year 2021 adjusted EBITDA to be in the range of $415 million to $435 million, which represents a $10 million improvement over our prior guidance, at the mid-point.”


Conference Call

The Company will host a conference call today at 8:00 a.m. Eastern time to discuss these results. To participate on the conference call, please dial +1 833 714-3263 (United States) or +1 270 823-1866 (international), using conference ID 5176076. A link to the live audio webcast, and associated materials, will also be available on the Company website at investors.atotech.com.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” and similar expressions and variations or negatives of these words.

These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, and such differences could be material. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

More information on potential factors that could affect Atotech’s financial results is available in “Forward-Looking Statements”, the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within Atotech’s most recent Annual Report on Form 20-F, and in other documents that we have filed with, or furnished to, the U.S. Securities and Exchange Commission, and such factors include, but are not limited to: 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 orders, and other economic restrictions implemented to address it; 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, 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; any statements of belief and any statements of assumptions underlying any of the foregoing; and other factors beyond our control.

Non-IFRS Financial Measures

This communication contains certain non-IFRS financial measures designed to complement the financial information presented in accordance with IFRS because management believes such measures are useful to investors. However, our use of these non-IFRS financial measures may vary from that of others in our industry. Our non-IFRS metrics have limitations as analytical tools, and you should not consider them in isolation or as alternatives to consolidated net income (loss) or other performance measures derived in accordance with IFRS as measures of operating performance, operating cash flows or liquidity. The Company believes that these measures are important and supplement discussions and analysis of its results of operations and enhances an understanding of its operating performance. See the Appendix for a reconciliation of the non-IFRS financial measures.

About Atotech

Atotech is a leading specialty chemicals technology company and a market leader in advanced electroplating solutions. Atotech delivers chemistry, equipment, software, and services for innovative technology applications through an integrated systems-and-solutions approach. Atotech solutions are used in a wide variety of end-markets, including smartphones and other consumer electronics, communications infrastructure, and computing, as well as in numerous industrial and consumer applications such as automotive, heavy machinery, and household appliances.

Atotech, headquartered in Berlin, Germany, is a team of 4,000 experts in over 40 countries generating annual revenues of $1.2 billion (2020). Atotech has manufacturing operations across Europe, the Americas, and Asia. With its well-established innovative strength and industry-leading global TechCenter network, Atotech delivers pioneering solutions combined with unparalleled on-site support for over 9,000 customers worldwide. For more information about Atotech, please visit us at atotech.com.

Contacts:

Sarah Spray

+1 803 504 4731

sarah.spray@atotech.com

Susanne Richter

+49 30 349 85 418

press@atotech.com


Financial Statement Tables

ATOTECH LIMITED

Income Statement

 

     Three months ended
(unaudited)
 
($ in millions), except earnings per share    March 31,
2021
    March 31,
2020
 

Revenue

   $ 353.1     $ 282.7  

Cost of sales, excluding depreciation and amortization

     (167.0     (119.7

Depreciation and amortization

     (44.6     (41.4

Selling, general and administrative expenses

     (68.3     (67.6

Research and development expenses

     (12.3     (12.4

Restructuring benefit (expenses)

     (0.1     0.0  

Operating profit (loss)

     60.9       41.6  

Interest expense

     (85.9     (35.6

Other income (expense), net

     (36.8     (32.2

Income (loss) before income taxes

     (61.7     (26.2

Income tax expense

     (9.9     (13.7

Consolidated net income (loss)

   $ (71.6   $ (39.9

Earnings per share

    

Basic earnings (loss) per share

     (0.55     (0.80

Diluted earnings (loss) per share

     (0.55     (0.80

 

     Three months ended
(unaudited)
 
($ in millions)    March 31, 2021     March 31, 2020  

Consolidated net income (loss)

   $ (71.6   $ (39.9

Other comprehensive income (loss)

    

Actuarial gains and losses

     11.4       (1.9

Tax effect

     (3.4     0.6  

Items not potentially reclassifiable to statement of income

     8.0       (1.4

Currency translation adjustment

     (63.1     (79.2

Hedge reserve

     0.1       4.7  

Thereof: Income (cost) of Hedging (OCI II)

     1.3       (0.5

Items potentially reclassifiable to statement of income (loss), net of tax

     (63.0     (74.5

Total other comprehensive income (loss), net amount

   $ (54.9   $ (75.9

Comprehensive loss

   $ (126.5   $ (115.8


ATOTECH LIMITED

Condensed Consolidated Balance Sheets

 

     As of
(audited)
 
($in millions)    March 31, 2020      Dec. 31, 2020  

Assets

     

Non-current assets

     

Property, plant and equipment

   $ 344.9      $ 359.4  

Intangible assets

     1,414.5        1,471.0  

Goodwill

     787.8        804.1  

Right-of-use assets

     97.5        104.1  

Other financial assets

     6.1        70.3  

Other non-financial assets

     3.8        2.7  
  

 

 

    

 

 

 

Total non-current assets

     2,654.6        2,811.6  
  

 

 

    

 

 

 

Current assets

     

Inventories

     162.9        145.4  

Trade receivables*

     247.1        262.0  

Other financial assets*

     23.1        24.9  

Other non-financial assets*

     31.7        24.1  

Tax assets

     47.9        46.4  

Cash and cash equivalents

     216.8        320.1  

Total current assets

     729.5        822.9  
  

 

 

    

 

 

 

Total assets

   $ 3,384.0      $ 3,634.5  
  

 

 

    

 

 

 

Liabilities & shareholders’ equity

     

Shareholders’ equity

     

Common shares and preferred shares

     19.5        102.1  

Paid-in surplus and retained earnings

     739.9        261.6  

Currency translation adjustment and other reserves

     65.1        120.0  
  

 

 

    

 

 

 

Total shareholders’ equity

     824.5        483.7  
  

 

 

    

 

 

 

Non-current liabilities

     

Borrowings

   $ 1,557.0      $ 2,065.7  

Deferred tax liabilities

     324.7        340.8  

Employee benefits

     157.5        176.2  

Provisions

     12.6        13.2  

Lease liabilities

     62.8        67.7  

Other financial liabilities

     0.0        1.5  
  

 

 

    

 

 

 

Total non-current liabilities

     2,114.8        2,665.1  
  

 

 

    

 

 

 

Current liabilities

     

Borrowings

     7.2        0.5  

Trade payables

     197.2        221.0  

Tax liabilities

     82.1        99.2  

Lease liabilities

     13.4        13.8  

Other financial liabilities

     30.7        38.5  

Other non-financial liabilities

     95.3        89.7  

Provisions

     18.9        23.0  
  

 

 

    

 

 

 

Total current liabilities

     444.8        485.8  
  

 

 

    

 

 

 

Total liabilities & shareholders’ equity

   $ 3,384.0      $ 3,634.5  
  

 

 

    

 

 

 


ATOTECH LIMITED

Consolidated Statement of Cash Flows

 

     Three months ended
(unaudited)
 
($in millions)    March 31, 2021     March 31, 2020  

Operating activities

    

Consolidated net income (loss)

   $ (71.6   $ (39.9

Adjustments to reconcile net income (loss) to cash provided by operating activities:

    

Depreciation and amortization

     44.6       41.3  

Income taxes and changes in non-current provisions

     10.1       9.2  

(Gains)/losses on disposals of assets

     0.1       0.2  

Net (gain)/loss on financial instruments at fair value

     45.3       32.2  

Accrued financial interest costs

     31.2       31.9  

Amortization of deferred financing cost, including original issuance discounts

     54.7       3.7  

Interest paid

     (27.7     (33.2

Taxes paid

     (38.7     (16.0

Other

     (10.8     (0.8

(Increase)/decrease in inventories

     (21.8     (35.8

(Increase)/decrease in trade receivables

     10.0       22.2  

Increase/(decrease) in trade payables

     (16.3     (6.4

Changes in other assets and liabilities

     (8.5     (9.9
  

 

 

   

 

 

 

Cash flow provided by operating activities

     0.4       (1.4
  

 

 

   

 

 

 

Investing activities

    

Intangible assets and property, plant and equipment additions

     (11.5     (11.0

Proceeds from disposals of intangible assets and property, plant and equipment

     0.1       —    

Repayments of non-current loans

     0.0       0.1  
  

 

 

   

 

 

 

Cash flow used in investing activities

     (11.4     (10.9
  

 

 

   

 

 

 

Financing activities

    

Issuance of shares

     472.7       —    

Issuance of non-current debt

     100.0       75.0  

Repayment of non-current debt

     (648.9     (4.0

Increase (decrease) in current financial assets and liabilities

     (4.0     0.4  

Payment of lease liabilities

     (3.9     (3.6

Payment of deferred finance costs

     —         (9.2

Cash flow used in financing activities

     (84.2     58.5  
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (95.2     46.3  
  

 

 

   

 

 

 

Effect of exchange rates

     (8.1     (9.1

Cash and cash equivalents at the beginning of the period

     320.1       302.7  
  

 

 

   

 

 

 

Cash and cash equivalents at the end of the period

   $ 216.8     $ 340.0  
  

 

 

   

 

 

 


ATOTECH LIMITED

Revenue Data

 

     Three months ended
(unaudited)
 
($in millions)    March 31, 2021      March 31, 2020  

Type of goods or service

     

Chemistry revenue

   $ 317.0      $ 261.4  

Equipment revenue

     36.1        21.3  
  

 

 

    

 

 

 

Total revenue from contracts with customers

     353.1        282.7  
  

 

 

    

 

 

 

Geographical market

     

Asia

     237.7        186.9  

Europe

     84.5        64.5  

Americas

     30.9        31.3  
  

 

 

    

 

 

 

Total revenue from contracts with customers

   $ 353.1      $ 282.7  
  

 

 

    

 

 

 


ATOTECH LIMITED

Segment Data

 

     Three months ended
(unaudited)
 
     March 31, 2021      March 31, 2020  
($in millions)    EL      GMF      Total      EL      GMF      Total  

Revenue

   $ 225.6      $ 127.5      $ 353.1      $ 172.1      $ 110.5      $ 282.7  

thereof Chemistry revenue

     192.2        124.9        317.0        154.7        106.7        261.4  

thereof Equipment revenue

     33.4        2.7        36.1        17.4        3.9        21.3  

Segment Adjusted EBITDA

     75.7        34.6        110.3        54.7        29.1        83.8  

ATOTECH LIMITED

Reconciliation of Adjusted EBITDA to Consolidated Net Income (Loss)

 

     Three months ended
(unaudited)
 
($in millions)    March 31, 2021     March 31, 2020  

Consolidated net income (loss)

   $ (71.6   $ (39.9

Interest expense, net

     80.4       35.3  

Income taxes

     9.9       13.7  

Depreciation and amortization (excluding impairment charges)

     45.1       41.2  

EBITDA

     63.8       50.3  

Non-cash adjustments(a)

     57.7       32.9  

Foreign exchange loss(b)

     (16.3     (0.8

Restructuring(c)

     0.1       (0.0

Transaction related costs(d)

     4.4       0.5  

Management fee(e)

     0.5       0.6  

COVID-19 adjustment(f)

     0.2       0.2  

Adjusted EBITDA

   $ 110.3     $ 83.8  
  

 

 

   

 

 

 

thereof EL Segment Adjusted EBITDA

   $ 75.7     $ 54.7  
  

 

 

   

 

 

 

thereof GMF Segment Adjusted EBITDA

   $ 34.6     $ 29.1  
  

 

 

   

 

 

 

 

(a)

Eliminates the non-cash impact of (1) share based compensation, (2) losses on the sale of fixed assets, (3) impairment charges and (4) mark to market adjustments related to our foreign currency derivatives entered into in connection with certain redenomination transactions not linked to underlying individual transactions and bifurcated embedded derivatives related to certain redemption features of the 6.250% Senior Notes due 2025 (the “Opco Notes”) and 8.75%/9.50% Senior PIK Toggle Notes (the “Holdco Notes”), and (5) valuation adjustments from the revaluation of the earn-out liability initially recognized in 2019. The dollar value of these non-cash adjustments for each period presented above is set forth below:

 

     Three months ended
(unaudited)
 
($in millions)    March 31, 2021      March 31, 2020  

Share based compensation

   $ 0.2      $ 0.1  

Losses on the sale of fixed assets

     0.2        0.2  

Impairment charges

     (0.5      0.2  

Mark-to-market adjustments

     59.3        32.5  

Valuation adjustments

     (1.5      —    

Non-cash adjustments

   $ 57.7      $ 32.9  

 

(b)

Eliminates net foreign currency transactional gains and losses on balance sheet items.

(c)

Eliminates charges resulting from restructuring activities principally from the Company’s cost reduction efforts.

(d)

Reflects an adjustment to eliminate (1) IPO related costs, linked to the existing equity and (2) professional fees paid to third party advisors in connection with the implementation of strategic initiatives.


(e)

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. 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 old senior secured credit facilities and our new credit agreement as well as the indentures that previously governed the Holdco Notes and Opco Notes. For a description of the consulting agreement with Carlyle, see Item 7.B. “Major Shareholders and Related Party Transactions—Related Party Transactions” in our Annual Report on Form 20-F.

(f)

Eliminates charges in connection with masks, sanitizers, and other COVID-19 related expenses at certain plant and office locations.

ATOTECH LIMITED

Organic Revenue Growth Reconciliation

 

     Three months ended March 31, 2021
(unaudited)
 
     Reported
Revenue
Growth
    Impact of
Currency
    Palladium
Pass-
Through
    Organic
Growth
 

Electronics

     31     (8 %)      (2 %)      21

General Metal Finishing

     15     (5 %)      (1 %)      9
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     25     (7 %)      (1 %)      17
  

 

 

   

 

 

   

 

 

   

 

 

 
EX-99.2

Slide 1

Atotech Q1 2021 Conference Call May 4, 2021 Geoff Wild Chief Executive Officer Peter Frauenknecht Chief Financial Officer Exhibit 99.2


Slide 2

Forward-Looking Statements This presentation and the oral remarks made in connection herewith may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any forward-looking statements involve risks, uncertainties and assumptions. Although we believe that the assumptions and analysis underlying these statements are reasonable as of the date hereof, investors are cautioned not to place undue reliance on these statements. Forward-looking statements include information concerning our liquidity and our possible future results of operations, including descriptions of our business strategies, plans, goals, prospects, future events and the cost savings and other benefits we expect to achieve as a result of the acquisition discussed herein. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “target,” “project,” “forecast,” “seek,” “will,” “may,” “should,” “could,” “would,” or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances as of the date hereof. We do not have any obligation to and do not intend to update any forward-looking statements included herein. You should understand that these statements are not guarantees of future performance or results. Actual results could differ materially from those described in any forward-looking statements contained herein as a result of a variety of factors, including known and unknown risks and uncertainties, many of which are beyond our control. This presentation has been prepared by Atotech Limited (“the Company”) and includes information from other sources believed by the Company to be reliable, and, while reasonable care has been taken to ensure that the facts stated herein are accurate and that the opinions and expectations contained herein are fair and reasonable, no representation or warranty, express or implied, if made as to the fairness, accuracy or completeness of any of the opinions and conclusions set forth herein based on such information. More information on potential factors that could affect the Company’s financial results is available in Item 3.D. “Risk Factors” and Item 5. “Operating and Financial Review and Prospects” sections within the Company’s most recent annual report on Form 20-F, and in other documents that we have filed with, or furnished to, the U.S. Securities and Exchange Commission. Unless otherwise indicated, the information contained herein speaks only as of the date hereof and is subject to change, completion or amendment without notice. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether a result of new information, future events or otherwise. The contents of this presentation are not to be construed as legal, regulatory, business, accounting or tax advice. You should consult your own attorney, business advisor, accountant and tax advisor as to legal, regulatory, business, accounting and tax advice. Under no circumstances is this presentation or the information contained herein to be construed as a prospectus, offering memorandum or advertisement, and neither any part of this presentation nor any information or statement contained herein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. This presentation is not, and is not intended to be, an offer to sell, or a solicitation of an offer to purchase, any securities or any other interest in the Company. This presentation has been prepared by the Company solely for informational purposes and exclusively for the benefit and internal confidential use of the recipient. The Company and its affiliates, officers, directors, employees, professional advisors and agents do not accept responsibility or liability for this presentation or its contents (except to the extent that such liability cannot be excluded by law). Non-IFRS Financial Measures The historical financial information included herein includes financial information that is not presented in accordance with International Financial Reporting Standards and related interpretations as issued by the IASB and adopted by the European Union (“IFRS”), including EBITDA and Adjusted EBITDA. We believe EBITDA and Adjusted EBITDA are measures commonly used by analysts and investors to evaluate the performance of companies in our industry. Our use of the terms EBITDA and Adjusted EBITDA may differ from that of others in our industry. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (loss), operating income or any other performance measures derived in accordance with IFRS as measures of operating performance or operating cash flows or as measures of liquidity. EBITDA and Adjusted EBITDA have important limitations as analytical tools and should be considered in conjunction with, and not as substitutes for, our results as reported under IFRS. This presentation includes a reconciliation of certain non-IFRS financial measures with the most directly comparable financial measures calculated in accordance with IFRS. Rounding Certain monetary amounts, percentages and other figures included in this presentation have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Organic Sales Organic sales growth is calculated as net revenue growth excluding the impact of foreign exchange and palladium price fluctuations. Defined Terms All capitalized terms contained within this presentation have been previously defined in our filings with the U.S. Securities and Exchange Commission. Legal Disclaimer


Slide 3

Q1 Highlights Strong performance driven by favorable market conditions and solid execution Demand Environment Key Initiatives Profitability & Cash flow Adj. EBITDA(2) increased 32% to $110M, driven by strong organic volume, partially offset by supply chain inefficiency costs  Adj. free cash flow from operations(2) before debt service of $32M Net leverage at 3.7x and completed refinancing  R&D: Investment into electronic equipment Digitalization: IIOT & eCommerce Major growth investments in India & China completed; construction underway for new Mexico manufacturing facility Accelerating ESG/Sustainability activities Continued growth above supportive end-markets Electronics chemistry organic growth of 15%(1) driven by secular tailwinds (5G, auto electrification) GMF organic chemistry revenue up 11%(1) as auto markets recover, though affected short term by OEM supply chain shortages Organic chemistry sales: Net chemistry sales +/- impact of FX and +/- impact of palladium See appendix for definitions as well as a reconciliation to the most closely comparable IFRS measure 


Slide 4

Consolidated Results – Q1 2021 17% organic growth reflects accelerating demand in Electronics, a strong rebound in global automotive markets, and resilient industrial markets in GMF Adjusted EBITDA growth of 32% driven by strong organic volume and stable pricing, partially offset by supply chain inefficiency costs Adjusted EBITDA margin increased 150 basis points to 31.2%, reflecting organic volume leverage partly offset by Pd pass-through and mix effects Organic sales: Net sales +/- impact of FX and +/- impact of palladium See appendix for definitions of EBITDA and Adjusted EBITDA as well as a reconciliation to the most closely comparable IFRS measure Consolidated results Revenue bridge 1% 7% 17% $ in millions Q1 % Change 2021 2020 Total Organic(1) Electronics $225.6 $172 0.31162790697674414 0.214 GMF $127.5 $111 0.14864864864864866 9.4E-2 Net Revenue $353.1 $283 0.24770318021201421 0.16700000000000001 Electronics $75.7 $55 0.3763636363636364 GMF $34.6 $29 0.19310344827586212 Adjusted EBITDA(2) $110.30000000000001 $84 0.32 Adj. EBITDA Margin 0.3123760974228264 0.29681978798586572 + 150 bps


Slide 5

Electronics Results – Q1 2021 Strong chemistry and equipment demand drive organic growth Revenue bridge Chemistry organic growth of 15%, driven by strong demand for IC substrates and semiconductor packaging as the known secular trends accelerate Equipment organic revenue grew 77%, driven by our technology investment and launch of next-generation systems Adjusted EBITDA growth benefits from organic growth and continuous efficiency gains, partially offset by supply chain effects Margin expansion primarily reflects chemistry volume scale effects and strong execution, slightly offset by product mix and Pd pass-through Electronics results Organic sales: Net sales +/- impact of FX and +/- impact of palladium See appendix for definitions of EBITDA and Adjusted EBITDA as well as a reconciliation to the most closely comparable IFRS measure 2% 8% 21% $ in millions Q1 % Change 2020 2019 All-in Organic (1) Electronics $172.1 $149.9 0.14799999999999999 5.5% GMF 110.5 133.80000000000001 -0.17399999999999999 -0.184 Net Sales $282.60000000000002 $283.70000000000005 -0.4% -5.8% Electronics $54.7 $50.2 8.9641434262948197 Consolidated GMF 29.1 35 -0.16857142857142854 Adjusted EBITDA $83.800000000000011 $85.2 -1.6% Adj. EBITDA Margin 0.29653220099079974 0.30031723651744796 - 30 bps $ in millions Q1 % Change 2021 2020 Total Organic (1) Chemistry $192.2 $154.69999999999999 0.24240465416936008 0.151 Equipment $33.4 $17.399999999999999 0.91954022988505757 0.77470000000000006 Net Revenue $225.6 $172.1 0.31086577571179547 0.214 Electronics Adj. EBITDA(2) $75.7 $54.7 0.38391224862888479 Adj. EBITDA Margin 0.33554964539007093 0.31783846600813481 + 180 bps $ in millions Q1 % Change 2020 2019 All-in Organic (1) Chemistry $106.7 $113.9 -6.3% -7.6% Equipment 3.9 20 -0.80600000000000005 -0.8 GMF Net Sales $110.60000000000001 $133.9 -0.17399999999999999 -0.184 Adj. EBITDA $29 $35 -0.17142857142857143 Adj. EBITDA Margin 0.26220614828209765 0.26138909634055263 + 10 bps


Slide 6

GMF Results – Q1 2021 Results reflect improving global auto markets and solid industrial activity 11% chemistry organic growth led by recovery in global auto and broader industrial markets R&D focused on EV as well as solar and wind applications to diversify portfolio and introduce new sustainability-driven products Adjusted EBITDA of $35M reflects organic volume and efficiency gains, partially offset by supply chain inefficiencies GMF results Revenue bridge Organic sales: Net sales +/- impact of FX and +/- impact of palladium See appendix for definitions of EBITDA and Adjusted EBITDA as well as a reconciliation to the most closely comparable IFRS measure 1% 5% 9% $ in millions Q1 % Change 2020 2019 All-in Organic (1) Electronics $172.1 $149.9 0.14799999999999999 5.5% GMF 110.5 133.80000000000001 -0.17399999999999999 -0.184 Net Sales $282.60000000000002 $283.70000000000005 -0.4% -5.8% Electronics $54.7 $50.2 8.9641434262948197 Consolidated GMF 29.1 35 -0.16857142857142854 Adjusted EBITDA $83.800000000000011 $85.2 -1.6% Adj. EBITDA Margin 0.29653220099079974 0.30031723651744796 - 30 bps $ in millions Q1 % Change 2020 2019 All-in Organic (1) Chemistry $154.69999999999999 $129.19999999999999 0.19800000000000001 8.7% Equipment 17.399999999999999 20.7 -0.161 -0.14699999999999999 Net Sales $172.1 $149.89999999999998 0.14799999999999999 5.5% Electronics Adj. EBITDA $54.7 $50.2 8.9641434262948197 Adj. EBITDA Margin 0.31783846600813481 0.33488992661774525 - 170 bps $ in millions Q1 % Change 2021 2020 Total Organic (1) Chemistry $124.9 $106.7 0.17057169634489225 0.111 Equipment $2.7 $3.9 -0.30769230769230765 -0.35199999999999998 GMF Net Revenue $127.60000000000001 $110.60000000000001 0.15370705244122965 9.4E-2 Adj. EBITDA(2) $34.6 $29.1 0.18900343642611683 Adj. EBITDA Margin 0.27200000000000002 0.26311030741410485 + 90 bps


Slide 7

Liquidity & Capital Structure Net of local lines of credit Includes revolver with commitments of $250.0M and borrowing capacity of $232.5M, after giving effect to ancillary facilities of $17.5M Excluding short term and long term deferred financing costs of $20.4 million Reflects application of IFRS 16, Leases Capex net of proceeds from disposals of intangible assets and property, plant and equipment Q1 adj. free cash flow from operations of $32M before debt service, reflecting extraordinary tax payments and working capital effects from strong revenue growth $445M of liquidity, including net cash of $213M and borrowing capacity of $232.5M(2) under RCF Successful refinancing achieved in Q1 2021: oversubscribed offering led to lower interest rates and reduced interest burden New $1,350M and €200M term loans with 7-year term replaced existing PIK Notes, Senior Unsecured Notes, and Term Loans New $250M 5-year RCF Net leverage at 3.7x at quarter-end supported by solid adjusted EBITDA  3.7x Net debt Leverage Q1 2021 Capitalization table $ in millions Q1 % Change 2020 2019 All-in Organic (1) Electronics $172.1 $149.9 0.14799999999999999 5.5% GMF 110.5 133.80000000000001 -0.17399999999999999 -0.184 Net Sales $282.60000000000002 $283.70000000000005 -0.4% -5.8% Electronics $54.7 $50.2 8.9641434262948197 Consolidated GMF 29.1 35 -0.16857142857142854 Adjusted EBITDA $83.800000000000011 $85.2 -1.6% Adj. EBITDA Margin 0.29653220099079974 0.30031723651744796 - 30 bps $ in millions divided by LTM Amount Adj. EBITDA $ in millions Q1 % Change Cash & Cash equivalents (1) 213 2020 2019 All-in Organic (1) Chemistry $154.69999999999999 $129.19999999999999 0.19800000000000001 8.7% Revolving credit facility (2) 0 Equipment 17.399999999999999 20.7 -0.161 -0.14699999999999999 Term loans (3) 1585 Net Sales $172.1 $149.89999999999998 0.14799999999999999 5.5% Electronics Capitalized leases (4) 76 Total senior secured debt 1661 4.2589743589743589 X Adj. EBITDA $54.7 $50.2 8.9641434262948197 Net senior secured debt 1448 3.712820512820513 X Adj. EBITDA Margin 0.31783846600813481 0.33488992661774525 - 170 bps Senior unsecured notes 0 P-I-K notes 0 $ in millions Q1 % Change Total debt 1661 4.2589743589743589 X 2020 2019 All-in Organic (1) Chemistry $106.7 $113.9 -6.3% -7.6% Net debt 1448 3.712820512820513 X Equipment 3.9 20 -0.80600000000000005 -0.8 GMF Net Sales $110.60000000000001 $133.9 -0.17399999999999999 -0.184 Common equity 824 Total capitalization 2485 Adj. EBITDA $29 $35 -0.17142857142857143 Q1 2021 operating metrics (LTM) Adj. EBITDA Margin 0.26220614828209765 0.26138909634055263 + 10 bps Adjusted EBITDA 390 Capital expenditures (5) 53 Cash & Cash Equivalents (1) Revolving Credit Facilities (2) Term Loans


Slide 8

Income Tax Rate Interest Expense Adjusted EBITDA Chemistry Organic Revenue Growth Updated Full-Year 2021 Guidance Strong growth in both segments leads to 17% adj. EBITDA growth at mid-point  $70M - $74M(2) 30% - 31%(3)     ~ 7%   11-12%    ~ 9% EL: GMF: TOTAL Capex 4.5% - 5% of total revenue Total Revenue Growth (1)  Includes chemistry organic growth and equipment excluding FX effects Excludes roughly $59M in one-time costs connected with early extinguishment of Holdco and Opco notes and financing fee amortization, which was recognized in Q1 2021  Includes approximately 25% - 26% income tax rate and 5% withholding tax rate. Tax rate is generally applicable to operating profit (before interest expense), and does not include any tax litigation reserves we may take 11-13% $415M - $435M Assumptions: Market growth rates based on internal market model, (data derived from key consultancy firms (e.g. IHS, IDC)) and continued recovery from COVID-19 pandemic leading to 6% global GDP growth (IMF) Adjusted EBITDA - Guidance assumes FX rates as per March 31, 2021


Slide 9

Appendix


Slide 10

Adjusted EBITDA Reconciliation 1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9


Slide 11

Adjusted EBITDA Reconciliation (Cont’d)


Slide 12

Adjusted Free Cash Flow Before Debt Service (1) Capex is presented net of proceeds from disposals of intangible assets and property, plant, and equipment OWC = Operating working capital and includes trade receivables and inventories less trade payables Following our IPO in February 2021, we redeemed in full all $425.0 million of our 6.250% Senior Notes due 2025 and all $219.0 million of our 8.75%/9.50% Senior PIK Toggle Notes.


Slide 13

Revenue Growth Reconciliation Growth Factors Quarter ended 03/31/21 Reported Revenue Growth Impact of Currency Palladium Pass-through Organic Revenue Growth Electronics 0.31 (8%) (2%) 0.214 General Metal Finishing 0.154 (5%) (1%) 9.4E-2 Total 0.249 (7%) (1%) 0.16700000000000001 Full-year ended 12/31/20 Reported Sales Growth Impact of current Palladium pass-through Organic growth Electronics 0.17 0.01 0.09 7.0000000000000007E-2 General Metal Finishing -0.16 -0.01 0.03 -0.14000000000000001 Total 0.04 0 0.06 -0.03