ATS Corp 6-K, filed Nov 5, 2025
ATS Corp (ATS)
6-K
2025-11-05
For: 2025-09-28
View Original
Added on
April 06, 2026
About this 6-K
ATS Corp filed this 6-K on November 5, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-41713
ATS CORPORATION
(Translation of registrant’s name into English)
730 Fountain Street North
Building 3
Cambridge, Ontario N3H 4R7
(Address of principal executive offices)
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 ☒
INCORPORATION BY REFERENCE Exhibits 99.1 and 99.2 of this form 6-K are incorporated by reference as additional exhibits to the registrant's Registration Statements on Form F-10 (File No. 333-278270) and Form S-8 (File No. 333-273050). | ||
Management's Discussion and Analysis of the registrant for the quarter ended September 28, 2025 | |||||
Financial Statements of the registrant for the quarter ended September 28, 2025 | |||||
Press Release dated November 5, 2025 | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ATS CORPORATION (Registrant) | ||||||||||||||||||||
Date: November 5, 2025 | By: | /s/ Gordon Raman | ||||||||||||||||||
| Name: Gordon Raman | ||||||||||||||||||||
| Title: Chief Legal Officer | ||||||||||||||||||||
| Exhibit 99.1 | ||
ATS CORPORATION
Management's Discussion and Analysis
For the Quarter Ended September 28, 2025
TSX: ATS
NYSE: ATS
NYSE: ATS
Management's Discussion and Analysis
For the Quarter Ended September 28, 2025
This Management's Discussion and Analysis ("MD&A") for the three and six months ended September 28, 2025 ("second quarter of fiscal 2026") is as of November 5, 2025 and provides information on the operating activities, performance and financial position of ATS Corporation ("ATS" or the "Company"). It should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Company for the second quarter of fiscal 2026, which have been prepared in accordance with International Accounting Standard ("IAS") 34 – Interim Financial Reporting, and are reported in Canadian dollars. All references to "$" or "dollars" in this MD&A are to Canadian dollars unless otherwise indicated. The Company assumes that the reader of this MD&A has access to, and has read, the audited consolidated financial statements of the Company prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board and the MD&A of the Company for the year ended March 31, 2025 ("fiscal 2025 MD&A"), and accordingly, the purpose of this document is to provide a second quarter of fiscal 2026 update to the information contained in the fiscal 2025 MD&A. Additional information is contained in the Company's filings with Canadian and U.S. securities regulators, including its annual information form for fiscal 2025 ("AIF"), found on the Company's profile on System for Electronic Data Analysis and Retrieval+ ("SEDAR+") at www.sedarplus.com, on the Company's profile on the U.S. Securities and Exchange Commission's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR") website at www.sec.gov, and on the Company's website at www.atsautomation.com.
IMPORTANT NOTES
Forward-Looking Statements
This document contains forward-looking information within the meaning of applicable securities laws. Please see "Forward-Looking Statements" for further information on page 26.
Non-IFRS and Other Financial Measures
Throughout this document, management uses certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures within the meaning of applicable securities laws to evaluate the performance of the Company. See "Non-IFRS and Other Financial Measures" on page 28 for an explanation of such measures and "Reconciliation of Non-IFRS Measures to IFRS Measures" beginning on page 20 for a reconciliation of non-IFRS measures.
COMPANY PROFILE
ATS is an industry leader in planning, designing, building, commissioning and servicing automated manufacturing and assembly systems - including automation products and test solutions - for a broadly diversified base of customers. ATS' reputation, knowledge, global presence and standard automation technology platforms differentiate the Company and provide competitive advantages in the worldwide manufacturing automation market for life sciences, food & beverage, consumer products, transportation, and energy. Founded in 1978, ATS employs approximately 7,500 people at more than 65 manufacturing facilities and over 85 offices in North America, Europe, Asia and Oceania. The Company's website can be found at www.atsautomation.com. The Company's common shares are traded on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the symbol ATS.
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STRATEGY
To drive the creation of long-term sustainable shareholder value, the Company employs a three-part value creation strategy: Build, Grow and Expand.
Build: To build on the Company's foundation and drive performance improvements, management is focused on the advancement of the ATS Business Model ("ABM"), the pursuit and measurement of value drivers and key performance indicators, a rigorous strategic planning process, succession planning, talent management, employee engagement, and instilling autonomy with accountability into its businesses.
Grow: To drive organic growth, ATS has developed and implemented growth tools under the ABM, which provide innovation and value to customers and work to grow reoccurring revenues.
Expand: To expand the Company's reach, management is focused on the development of new markets and business platforms, expanding service offerings, investment in innovation and product development, and strategic and disciplined acquisitions that strengthen ATS.
The Company pursues all of its initiatives by using a strategic capital framework aimed at driving the creation of long-term sustainable shareholder value.
ATS Business Model
The ABM is a business management system that ATS developed with the continuing goal of enabling the Company to pursue its strategies, outpace the growth of its chosen markets, and drive year-over-year continuous improvement. The ABM emphasizes:
•People: developing, engaging and empowering ATS' people to build the best team;
•Process: aligning ATS' people to implement and continuously improve robust and disciplined business processes throughout the organization; and
•Performance: consistently measuring results in order to yield world-class performance for ATS' customers and shareholders.
The ABM is ATS' playbook, serving as the framework to achieve business goals and objectives through disciplined, continuous improvement. The ABM is employed by ATS divisions globally and is supported with extensive training in the use of key problem-solving tools, and applied through various projects to drive continuous improvement. When ATS makes acquisitions, the ABM is quickly introduced to new companies as a means of supporting cultural and business integration.
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FINANCIAL HIGHLIGHTS
(In millions of dollars, except per share and margin data)
Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Variance | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | Variance | |||||||||||||||||||||||||||
| Revenues | $ | 728.5 | $ | 612.8 | 18.9% | $ | 1,465.2 | $ | 1,307.1 | 12.1% | ||||||||||||||||||||||
Net income (loss) | $ | 33.6 | $ | (0.9) | 3,833.3% | $ | 57.9 | $ | 34.4 | 68.3% | ||||||||||||||||||||||
Adjusted earnings from operations1 | $ | 79.1 | $ | 56.5 | 40.0% | $ | 157.7 | $ | 142.6 | 10.6% | ||||||||||||||||||||||
Adjusted earnings from operations margin2 | 10.9% | 9.2% | 164bps | 10.8% | 10.9% | (15)bps | ||||||||||||||||||||||||||
Adjusted EBITDA1 | $ | 103.7 | $ | 78.3 | 32.4% | $ | 205.3 | $ | 184.3 | 11.4% | ||||||||||||||||||||||
Adjusted EBITDA margin2 | 14.2% | 12.8% | 146bps | 14.0% | 14.1% | (9)bps | ||||||||||||||||||||||||||
Basic earnings (loss) per share | $ | 0.34 | $ | (0.01) | 3,500.0% | $ | 0.59 | $ | 0.35 | 68.6% | ||||||||||||||||||||||
Adjusted basic earnings per share1 | $ | 0.45 | $ | 0.25 | 80.0% | $ | 0.85 | $ | 0.75 | 13.3% | ||||||||||||||||||||||
Order Bookings3 | $ | 734 | $ | 742 | (1.1)% | $ | 1,427 | $ | 1,559 | (8.5)% | ||||||||||||||||||||||
| As At | September 28, 2025 | September 29, 2024 | Variance | ||||||||||||||
Order Backlog3 | $ | 2,070 | $ | 1,824 | 13.5% | ||||||||||||
1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures."
2Non-IFRS ratio - See "Non-IFRS and Other Financial Measures."
3Supplementary financial measure - See "Non-IFRS and Other Financial Measures."
EXECUTIVE SUMMARY
•Second quarter revenue growth was 18.9% year over year, primarily driven by organic revenue growth of 12.6%, in addition to 3.9% from the positive impact of foreign exchange translation and 2.4% growth from recent acquisitions. Organic revenue is a non-IFRS financial measure and organic revenue growth is a non-IFRS financial ratio — see "Non-IFRS and Other Financial Measures". "Acquisitions" or "acquired companies" in this MD&A refer to companies that were not part of the consolidated group in the comparable prior-year periods.
•Order Bookings in the second quarter were $734 million, compared to $742 million in the second quarter last year, which reflected a decrease of 6.4% in organic Order Bookings, partially offset by a 2.0% contribution from recent acquisitions and 3.3% from the positive impact of foreign exchange translation. The second quarter last year had several larger enterprise Order Bookings in life sciences. This normal variability within life sciences was partially offset by growth in Order Bookings in food & beverage, consumer products, and energy. Trailing twelve month book-to-bill ratio at September 28, 2025 was 1.12:1, and was above 1.00:1 in all markets. Order Bookings, organic Order Bookings growth and book-to-bill ratio are supplementary financial measures — see "Non-IFRS and Other Financial Measures".
•Order Backlog of $2,070 million at period-end was 13.5% higher than the second quarter of the prior year, with higher Order Backlog in all markets except transportation. Order Backlog is distributed across strategic global markets and regulated industries, and provides good revenue visibility. Order Backlog is a supplementary financial measure — see "Non-IFRS and Other Financial Measures".
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•Non-cash working capital as a percentage of revenues was 18.3%. The decrease from the corresponding quarter last year was primarily influenced by receipt of payments from the settlement with a large electric vehicle ("EV") customer (as disclosed in the previous quarter). The Company had a net debt to pro forma adjusted EBITDA ratio at September 28, 2025 of 3.4 times at the end of the quarter, and management continues to expect the Company to return to within its targeted leverage ratio of 2.0 to 3.0 times by the end of the fiscal year. Non-cash working capital as a percentage of revenues and net debt to pro forma adjusted EBITDA are non-IFRS ratios — see "Non-IFRS and Other Financial Measures".
•Adjusted earnings from operations for the quarter was $79.1 million (10.9% adjusted earnings from operations margin), compared to $56.5 million (9.2% adjusted earnings from operations margin) a year ago, primarily due to higher revenues. Adjusted earnings from operations is a non-IFRS financial measure and adjusted earnings from operations margin is a non-IFRS ratio — see "Non-IFRS and Other Financial Measures".
ORDER BOOKINGS BY QUARTER
Second quarter of fiscal 2026 Order Bookings were $734 million, a 1.1% year-over-year decrease, reflecting a 6.4% decline in organic Order Bookings, partially offset by 2.0% of growth in Order Bookings attributable to acquired companies and 3.3% from the positive impact of foreign exchange translation. By market, Order Bookings in life sciences decreased compared to the prior-year period primarily due to the prior-year period including several large enterprise Order Bookings, reflecting normal variability. Order Bookings in food & beverage increased compared to the prior-year period primarily due to contributions from acquired companies, in addition to the positive impact of foreign exchange translation. Order Bookings in consumer products increased from the prior period primarily due to timing of customer projects. Order Bookings in transportation increased due to the timing of customer projects. Order Bookings in energy increased compared to the prior-year period primarily due to nuclear refurbishment customer projects.
Trailing twelve month book-to-bill ratio at September 28, 2025 was 1.12:1.
ORDER BACKLOG CONTINUITY
(In millions of dollars)
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
Opening Order Backlog | $ | 2,068 | $ | 1,882 | $ | 2,139 | $ | 1,793 | |||||||||||||||
Revenues | (728) | (613) | (1,465) | (1,307) | |||||||||||||||||||
Order Bookings | 734 | 742 | 1,427 | 1,559 | |||||||||||||||||||
Order Backlog adjustments1 | (4) | (187) | (31) | (221) | |||||||||||||||||||
Total | $ | 2,070 | $ | 1,824 | $ | 2,070 | $ | 1,824 | |||||||||||||||
1Order Backlog adjustments include incremental Order Backlog of acquired companies ($12 million acquired with Paxiom Group ("Paxiom") in the three and six months ended September 29, 2024), foreign exchange adjustments, scope changes, and cancellations.
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OUTLOOK
Order Backlog by Market
(In millions of dollars)
| As at | September 28, 2025 | September 29, 2024 | |||||||||
| Life Sciences | $ | 1,144 | $ | 1,132 | |||||||
Food & Beverage | 218 | 210 | |||||||||
| Consumer Products | 245 | 166 | |||||||||
| Transportation | 186 | 207 | |||||||||
| Energy | 277 | 109 | |||||||||
Total | $ | 2,070 | $ | 1,824 | |||||||
At September 28, 2025, Order Backlog was $2,070 million, 13.5% higher than at September 29, 2024, on account of higher Order Backlog in all markets except for transportation.
The life sciences funnel remains strong and diversified, with opportunities in strategic submarkets such as pharmaceuticals, radiopharmaceuticals, and medical devices. Management continues to identify opportunities with both new and existing customers, including those who produce auto-injectors and wearable devices for diabetes and obesity treatments, diagnostic and therapeutic radiopharmaceuticals, contact lenses and pre-filled syringes, automated pharmacy solutions, as well as opportunities to provide life science solutions that leverage integrated capabilities from across ATS. ATS serves customers in laboratory research where government funding in the U.S. currently faces challenges. However, management has not seen a material impact on its overall life sciences funnel activity. Funnel activity in food & beverage remains strong. The Company continues to benefit from strong brand recognition within global tomato processing, as well as other soft fruits and vegetable processing industries. There is also continued demand for automated solutions within the food & beverage market more broadly, in areas such as secondary processing and packaging. Funnel activity in consumer products is stable, although discretionary spending by consumers, influenced by factors such as inflationary pressures, may impact timing of some customer investments in the Company's solutions. In transportation, the funnel consists of smaller opportunities relative to the size of Order Bookings in fiscal years 2023 and 2024. ATS is positioned to deploy its specialized capabilities, including in EV battery assembly, to support customers as opportunities arise. Funnel activity in energy remains strong and includes longer-term opportunities in the nuclear industry. The Company is focused on clean energy applications including solutions for the refurbishment of nuclear power plants, early participation in the new reactor build market, including small modular reactors, and grid battery storage.
Customers seeking to de-risk or enhance supply chain resiliency, address skilled worker shortages or combat higher labour costs present ongoing and future opportunities for ATS. Management believes that the underlying trends driving customer demand for ATS solutions, including rising labour constraints, production onshoring or reshoring and the need for scalable, high-quality, energy-efficient production, remain favourable. In addition, funnel growth in markets where sustainability requirements are a focus for customers — including nuclear and grid battery storage, as well as consumer goods packaging — provides ATS with opportunities to use its capabilities to respond to customer needs, including global and regional requirements to reduce carbon emissions.
Order Backlog of $2,070 million is expected to help mitigate some of the impact of quarterly variability in Order Bookings on revenues in the short term. The Company's Order Backlog includes several large enterprise programs that have longer periods of performance and therefore longer revenue recognition
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cycles, particularly in life sciences. In the third quarter of fiscal 2026, management expects to generate revenues in the range of $700 million to $740 million. This estimate is calculated each quarter based on management's assessment of project schedules across all customer contracts in Order Backlog, expectations for faster-turn product and services revenues, expected delivery timing of third-party equipment and operational capacity.
Supplier lead times are generally acceptable across key categories; however, inflationary or other cost increases (see "Tariffs"), and price and lead-time volatility may continue to disrupt the timing and progress of the Company's margin expansion efforts and may affect revenue recognition. Over time, achieving management's margin target assumes that the Company will successfully implement its margin expansion initiatives, and that such initiatives will result in improvements to its adjusted earnings from operations margin that offset these shorter-term pressures (see "Forward-Looking Statements" for a description of the risks underlying the achievement of the margin target in future periods).
The timing and geographies of customer capital expenditure decisions on larger opportunities can cause variability in Order Bookings from quarter to quarter (see "Tariffs"). Revenues in a given period are dependent on a combination of the volume of outstanding projects the Company is contracted to perform, the size and duration of those projects, and the timing of project activities including design, assembly, testing, and installation. Given the specialized nature of the Company's offerings, the size and scope of projects vary based on customer needs. The Company seeks to achieve revenue growth organically and by identifying strategic acquisition opportunities that provide access to attractive end-markets and new products and technologies and deliver hurdle-rate returns. After-sales revenues and reoccurring revenues, which ATS defines as revenues from ancillary products and services associated with equipment sales, and revenues from customers who purchase non-customized ATS product at regular intervals, are expected to provide some balance to customers' capital expenditure cycles.
The Company continues to target improvements in non-cash working capital. Over the long term, the Company expects to continue investing in non-cash working capital to support growth, with some fluctuations expected on a quarter-over-quarter basis. The Company's long-term goal is to maintain its investment in non-cash working capital as a percentage of annualized revenues below 15%. The Company expects that continued cash flows from operations, together with cash and cash equivalents on hand and credit available under operating and long-term credit facilities will be sufficient to fund its requirements for investments in non-cash working capital and capital assets, and to fund strategic investment plans including some potential acquisitions. Acquisitions could result in additional debt or equity financing requirements for the Company. Non-cash working capital as a percentage of revenues is a non-IFRS ratio — see "Non-IFRS and Other Financial Measures."
The Company continues to make progress in line with its plans to integrate acquired companies, and expects to realize cost and revenue synergies consistent with announced integration plans.
Reorganization Activity
The Company periodically undertakes reviews of its operations to ensure alignment with strategic market opportunities. As a part of this review, the Company has identified an opportunity to improve the cost structure of the organization to reallocate resources to strategic focus areas and improve operational efficiencies. Actions are expected to begin in the third quarter of fiscal 2026 and continue to the end of the fiscal year. The Company anticipates total restructuring expenses to be approximately $15 million.
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Tariffs
The majority of the Company's shipments from Canada into the U.S. fall within the current terms of the US-Mexico-Canada trade agreement ("USMCA"). However, the U.S. has imposed tariffs on certain goods from various jurisdictions globally, including Canada, and counter-tariffs have also been enacted. Management continues to actively monitor the situation and is taking steps to mitigate risks where possible and is continuing to offer support to customers based on their needs, which may include onshoring or reshoring production. Supply chain impacts resulting from shifting trade dynamics have been largely mitigated through alternative sourcing, along with pricing strategies. While the Company could see impacts over time arising from unmitigated costs related to the tariffs themselves, potential supplier price increases, and the timing and geographic shifts in customers' capital deployment, ATS' global footprint and decentralized operating model, supported by the ABM, provide some flexibility to address potential disruptions over the long term. On a trailing twelve month basis, the Company's equipment and product adjusted revenues from its Canadian and European operations being sold into the U.S. remained consistent with the range previously disclosed (just over 20% of the Company's total adjusted revenues for the year ended March 31, 2025).
DETAILED ANALYSIS
CONSOLIDATED RESULTS
(In millions of dollars, except per share data)
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | |||||||||||||||||||||||||||||
Revenues | $ | 728.5 | $ | 612.8 | $ | 1,465.2 | $ | 1,307.1 | ||||||||||||||||||||||||
Cost of revenues | 510.6 | 432.5 | 1,027.5 | 920.1 | ||||||||||||||||||||||||||||
| Selling, general and administrative | 149.4 | 138.3 | 300.5 | 273.7 | ||||||||||||||||||||||||||||
| Restructuring costs | — | 17.1 | 2.5 | 17.1 | ||||||||||||||||||||||||||||
| Stock-based compensation | (6.7) | 2.7 | 1.7 | 6.4 | ||||||||||||||||||||||||||||
| Earnings from operations | $ | 75.2 | $ | 22.2 | $ | 133.0 | $ | 89.8 | ||||||||||||||||||||||||
| Net finance costs | $ | 24.4 | $ | 23.5 | $ | 50.0 | $ | 43.1 | ||||||||||||||||||||||||
| Provision for (recovery of) income taxes | 17.2 | (0.4) | 25.1 | 12.3 | ||||||||||||||||||||||||||||
| Net income (loss) | $ | 33.6 | $ | (0.9) | $ | 57.9 | $ | 34.4 | ||||||||||||||||||||||||
| Basic earnings (loss) per share | $ | 0.34 | $ | (0.01) | $ | 0.59 | $ | 0.35 | ||||||||||||||||||||||||
Non-IFRS Financial Measures1 | Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||||
Adjusted earnings from operations | $ | 79.1 | $ | 56.5 | $ | 157.7 | $ | 142.6 | ||||||||||||||||||
| EBITDA | $ | 114.6 | $ | 61.4 | $ | 209.8 | $ | 166.5 | ||||||||||||||||||
| Adjusted EBITDA | $ | 103.7 | $ | 78.3 | $ | 205.3 | $ | 184.3 | ||||||||||||||||||
Adjusted basic earnings per share | $ | 0.45 | $ | 0.25 | $ | 0.85 | $ | 0.75 | ||||||||||||||||||
1Non-IFRS financial measures - see "Non-IFRS and Other Financial Measures."
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Consolidated Revenues
(In millions of dollars)
| Revenues by type | Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | |||||||||||||||||||
Revenues from construction contracts | $ | 401.6 | $ | 317.5 | $ | 823.1 | $ | 712.5 | |||||||||||||||
Services rendered | 168.8 | 162.5 | 332.9 | 333.7 | |||||||||||||||||||
| Sale of goods | 158.1 | 132.8 | 309.2 | 260.9 | |||||||||||||||||||
| Total revenues | $ | 728.5 | $ | 612.8 | $ | 1,465.2 | $ | 1,307.1 | |||||||||||||||
| Revenues by market | Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | |||||||||||||||||||
Life Sciences | $ | 374.5 | $ | 350.4 | $ | 753.2 | $ | 678.8 | |||||||||||||||
Food & Beverage | 124.8 | 93.9 | 263.2 | 190.7 | |||||||||||||||||||
Consumer Products | 133.4 | 73.5 | 258.0 | 161.2 | |||||||||||||||||||
Transportation | 44.8 | 69.2 | 104.4 | 213.7 | |||||||||||||||||||
Energy | 51.0 | 25.8 | 86.4 | 62.7 | |||||||||||||||||||
| Total revenues | $ | 728.5 | $ | 612.8 | $ | 1,465.2 | $ | 1,307.1 | |||||||||||||||
Second quarter of fiscal 2026 revenues were 18.9% or $115.7 million higher than in the corresponding period a year ago, primarily due to a year-over-year increase in organic revenues (revenues excluding contributions from acquired companies and foreign exchange translation) of 12.6%, alongside a 3.9% positive impact of foreign exchange translation and a 2.4% increase from revenues earned by acquired companies. Revenues generated from construction contracts increased 26.5% or $84.1 million from the prior period primarily due to organic revenue growth on higher Order Backlog entering the period, and the positive impact of foreign exchange translation. Revenues from services increased 3.9% or $6.3 million, primarily due to the positive impact of foreign exchange translation. Revenues from the sale of goods increased 19.1% or $25.3 million primarily due to revenues earned by acquired companies of $11.4 million, in addition organic revenue growth and the positive impact of foreign exchange translation.
By market, revenues generated in life sciences increased $24.1 million or 6.9% year over year. This was primarily due to the positive impact of foreign exchange translation, in addition to contributions from acquisitions totalling $11.2 million. Revenues generated in food & beverage increased $30.9 million or 32.9% from the corresponding period last year due to organic revenue growth on higher Order Backlog entering the quarter, in addition to the positive impact of foreign exchange translation, and contributions from acquisitions. Revenues generated in consumer products increased $59.9 million or 81.5% year over year primarily due to organic revenue growth on higher Order Backlog entering the quarter. Revenues in transportation decreased $24.4 million or 35.3% year over year due to lower Order Backlog entering the quarter, as the prior year included several large EV projects prior to the removal of Order Backlog related to the Company's disagreement with one of its EV customers (as disclosed previously in the fiscal 2025 MD&A). Revenues in energy increased $25.2 million or 97.7% year over year due to organic revenue growth on higher Order Backlog entering the quarter.
Revenues for the six months ended September 28, 2025 were 12.1% or $158.1 million higher than in the prior year and included $43.1 million of revenues earned by acquired companies Heidolph Instruments GmbH & Co. KG and Hans Heidolph GmbH ("Heidolph") and Paxiom. Organic revenue also increased,
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and was $68.5 million or 5.2% higher than the corresponding period in the prior year. Revenues generated from construction contracts increased 15.5% or $110.6 million from the prior year due to higher Order Backlog entering the fiscal year, in addition to $13.5 million of contributions from acquired companies and the positive impact of foreign exchange translation. Revenues from services decreased 0.2% or $0.8 million over the prior period due to timing of projects, partially offset by the positive impact of foreign exchange translation. Revenues from the sale of goods increased 18.5% or $48.3 million compared to the prior period primarily due to revenues earned by acquired companies of $26.9 million, mostly from Heidolph, in addition to organic revenue growth and the positive impact of foreign exchange translation.
By market, the first six months of fiscal 2026 revenues from life sciences increased $74.4 million or 11.0% over the prior period on organic revenue growth on higher Order Backlog entering the fiscal year, revenues earned by acquired companies of $26.0 million, and the positive impact of foreign exchange translation. Revenues generated in food & beverage increased $72.5 million or 38.0% from the prior period due to organic revenue growth on higher Order Backlog entering the fiscal year, contributions from the acquisition of Paxiom, and the positive impact of foreign exchange translation. Revenues generated in consumer products increased $96.8 million or 60.0%, primarily due to organic revenue growth on higher Order Backlog entering the fiscal year, and the positive impact of foreign exchange translation. Revenues in transportation decreased $109.3 million or 51.1% from the prior period due primarily to lower Order Backlog entering the period, as the prior year included several large EV Order Bookings. Revenues in energy increased $23.7 million or 37.8% over the prior period due to organic revenue growth on higher Order Backlog entering the fiscal year.
Cost of revenues. At $510.6 million, second quarter of fiscal 2026 cost of revenues increased by $78.1 million, or 18.1% compared to the corresponding period a year ago, primarily due to higher revenues. Second quarter of fiscal 2026 gross margin was 29.9%, compared to 29.4% (or 29.6% excluding acquisition-related inventory fair value charges of $0.8 million) in the corresponding period a year ago. The year-over-year increase in gross margin excluding acquisition-related inventory fair value charges was 36 basis points, primarily due to increased volumes. Year-to-date gross margin was 29.9% compared to 29.6% (or 29.7% excluding acquisition-related inventory fair value charges of $1.7 million) in the corresponding period a year ago. The year-to-date gross margin excluding acquisition-related inventory fair value charges increased primarily on account of increased volumes compared to the prior period.
Selling, general and administrative expenses. SG&A expenses for the second quarter of fiscal 2026 were $149.4 million and included $14.8 million of costs related to the amortization of identifiable intangible assets on business acquisitions and $0.1 million of incremental costs related to the Company's acquisition activity. Excluding these items, SG&A expenses were $134.5 million in the second quarter of fiscal 2026. Comparably, SG&A expenses for the second quarter of fiscal 2025 were $120.0 million, which excluded $17.4 million of costs related to the amortization of identifiable intangible assets on business acquisitions, and $0.9 million of incremental costs related to the Company's acquisition activity. Higher SG&A expenses in the second quarter of fiscal 2026 primarily reflected incremental SG&A expenses from acquired companies of $5.4 million, the impact of foreign exchange translation and to a lesser extent, other costs.
For the six months ended September 28, 2025, SG&A expenses were $300.5 million, which included $29.2 million of costs related to the amortization of identifiable intangible assets on business acquisitions, and $0.4 million of incremental costs related to the Company's acquisition activity. Excluding these costs, SG&A expenses were $270.9 million. Comparably, SG&A expenses for the six months ended September 29, 2024 were $236.5 million, which excluded $35.0 million of expenses related to the amortization of identifiable intangible assets on business acquisitions and $2.2 million of
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incremental costs related to the Company's acquisition activity. Excluding these costs, higher SG&A expenses for the six months ended September 28, 2025 primarily reflected incremental SG&A expenses from acquired companies of $13.4 million, in addition to impact of foreign exchange translation and to a lesser extent, other costs.
Restructuring costs. Restructuring costs for the three and six months ended September 28, 2025 were nil and $2.5 million, respectively, compared to $17.1 million in the corresponding periods a year ago.
Stock-based compensation. Stock-based compensation expense was a recovery of $6.7 million in the second quarter of fiscal 2026 and included a $3.7 million recovery of revaluation expenses from deferred share units ("DSUs") and restricted share units ("RSUs") resulting from the change in the market price of the Company's common shares between periods ("stock-based compensation revaluation expenses"), in addition to a $7.3 million reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO. Comparably, stock-based compensation expense was $2.7 million in the corresponding period a year ago, which included a $1.9 million recovery of stock-based compensation revaluation expenses. For the six months ended September 28, 2025, stock-based compensation expense was $1.7 million, which included a $0.1 million recovery of stock-based compensation revaluation expenses in addition to a $7.3 million reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO, compared to an expense of $6.4 million a year earlier, which included a $3.2 million recovery of stock-based compensation revaluation expenses.
Earnings and adjusted earnings from operations
(in millions of dollars)
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
Earnings from operations | $ | 75.2 | $ | 22.2 | $ | 133.0 | $ | 89.8 | |||||||||||||||
| Amortization of acquisition-related intangible assets | 14.8 | 17.4 | 29.2 | 35.0 | |||||||||||||||||||
| Acquisition-related transaction costs | 0.1 | 0.9 | 0.4 | 2.2 | |||||||||||||||||||
| Acquisition-related inventory fair value charges | — | 0.8 | — | 1.7 | |||||||||||||||||||
| Restructuring charges | — | 17.1 | 2.5 | 17.1 | |||||||||||||||||||
Stock-based compensation forfeiture2 | (7.3) | — | (7.3) | — | |||||||||||||||||||
| Mark to market portion of stock-based compensation | (3.7) | (1.9) | (0.1) | (3.2) | |||||||||||||||||||
Adjusted earnings from operations1 | $ | 79.1 | $ | 56.5 | $ | 157.7 | $ | 142.6 | |||||||||||||||
1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures.
2Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
Second quarter of fiscal 2026 earnings from operations were $75.2 million (10.3% operating margin) compared to $22.2 million (3.6% operating margin) in the second quarter a year ago. Operating margin is a supplementary financial measure — see "Non-IFRS and Other Financial Measures". Second quarter of fiscal 2026 earnings from operations included $14.8 million related to amortization of acquisition-related intangible assets and $0.1 million of incremental costs for the Company's acquisition activity recorded in SG&A, in addition to $7.3 million of stock-based compensation recovery due to forfeiture of unvested awards, and $3.7 million of stock-based compensation recovery due to revaluation of cash settled awards. Second quarter of fiscal 2025 earnings from operations included $0.8 million of acquisition-related fair value adjustments to acquired inventories recorded in cost of revenues, $17.4 million of amortization of acquisition-related intangible assets, and $0.9 million of incremental costs for acquisition activity recorded in SG&A, $17.1 million of restructuring charges, and a $1.9 million recovery of stock-based compensation revaluation expenses.
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Excluding these items in both quarters, adjusted earnings from operations were $79.1 million (10.9% adjusted earnings from operations margin), compared to $56.5 million (9.2% adjusted earnings from operations margin) a year ago. Second quarter of fiscal 2026 adjusted earnings from operations primarily reflected higher revenues, partially offset by increased SG&A.
For the six months ended September 28, 2025, earnings from operations were $133.0 million (9.1% operating margin), compared to $89.8 million (6.9% operating margin) a year ago. Earnings from operations included $29.2 million related to amortization of acquisition-related intangible assets, and $0.4 million of incremental costs related to the Company's acquisition activity recorded to SG&A, $2.5 million of restructuring charges, and $7.3 million of stock-based compensation recovery due to forfeiture of unvested awards and $0.1 million of stock-based compensation recovery due to revaluation of cash settled awards. For the six months ended September 29, 2024, earnings from operations included $1.7 million of acquisition-related fair value adjustments to acquired inventories recorded in cost of revenues, $35.0 million related to amortization of acquisition-related intangible assets and $2.2 million of incremental costs related to the Company's acquisition activity recorded to SG&A, $17.1 million of restructuring charges, and a $3.2 million recovery of stock-based compensation expenses due to revaluation.
Excluding those items in both years, adjusted earnings from operations were $157.7 million (10.8% margin), compared to $142.6 million (10.9% margin) in the corresponding period a year ago. Increased adjusted earnings from operations primarily reflected higher revenues, partially offset by increased SG&A. Adjusted earnings from operations is a non-IFRS financial measure — see "Non-IFRS and Other Financial Measures" and "Reconciliation of Non-IFRS Measures to IFRS Measures".
Net finance costs. Net finance costs were $24.4 million in the second quarter of fiscal 2026, compared to $23.5 million a year ago. For the six months ended September 28, 2025, finance costs were $50.0 million compared to $43.1 million a year ago. The increase was primarily due to the issuance of Canadian senior unsecured notes (the "CAD Senior Notes") which were not outstanding in the prior-year period.
Income tax provision (recovery). For the three and six months ended September 28, 2025, the Company's effective income tax rates of 33.8% and 30.2%, respectively, differed from the combined Canadian basic federal and provincial income tax rate of 26.5% primarily due to the tax impact on deferred tax assets relating to a change in corporate tax rates for the jurisdiction in which the deferred tax assets are held. After adjusting provision for income taxes for the current year impact related to this tax rate change and for current year non-IFRS adjustments, the adjusted effective tax rates for the three and six months ended September 28, 2025 are 20.3% and 22.5%, respectively. Adjusted effective tax rate is a non-IFRS ratio - see "Non-IFRS and Other Financial Measures" and "Reconciliation of Non-IFRS Measures to IFRS Measures".
Net income (loss). Net income for the second quarter of fiscal 2026 was $33.6 million (34 cents per share basic), compared to a net loss of $0.9 million ((1) cent per share basic) for the second quarter of fiscal 2025. The increase primarily reflected higher revenues. Adjusted basic earnings per share were 45 cents compared to 25 cents in the second quarter of fiscal 2025.
For the six months ended September 28, 2025 net income was $57.9 million (59 cents per share basic), an increase of $23.5 million (and $0.24 per share basic) compared to a year ago. This was primarily the result of higher revenues. Adjusted basic earnings per share were $0.85 for the six months ended September 28, 2025 compared to $0.75 in the corresponding period a year ago. Adjusted basic earnings per share is a non-IFRS financial measure — see "Non-IFRS and Other Financial Measures" and "Reconciliation of Non-IFRS Measures to IFRS Measures".
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Other Non-IFRS Measures of Performance
(In millions of dollars)
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
Earnings from operations | $ | 75.2 | $ | 22.2 | $ | 133.0 | $ | 89.8 | |||||||||||||||
| Depreciation and amortization | 39.4 | 39.2 | 76.8 | 76.7 | |||||||||||||||||||
EBITDA1 | $ | 114.6 | $ | 61.4 | $ | 209.8 | $ | 166.5 | |||||||||||||||
| Restructuring charges | — | 17.1 | 2.5 | 17.1 | |||||||||||||||||||
| Acquisition-related transaction costs | 0.1 | 0.9 | 0.4 | 2.2 | |||||||||||||||||||
| Acquisition-related inventory fair value charges | — | 0.8 | — | 1.7 | |||||||||||||||||||
Stock-based compensation forfeiture2 | (7.3) | — | (7.3) | — | |||||||||||||||||||
| Mark to market portion of stock-based compensation | (3.7) | (1.9) | (0.1) | (3.2) | |||||||||||||||||||
Adjusted EBITDA1 | $ | 103.7 | $ | 78.3 | $ | 205.3 | $ | 184.3 | |||||||||||||||
1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures".
2Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
Depreciation and amortization expense was $39.4 million in the second quarter of fiscal 2026, compared to $39.2 million a year ago.
EBITDA was $114.6 million (15.7% EBITDA margin) in the second quarter of fiscal 2026 compared to $61.4 million (10.0% EBITDA margin) in the second quarter of fiscal 2025. EBITDA for the second quarter of fiscal 2026 included $0.1 million of incremental costs related to acquisition activity, $7.3 million stock-based recovery associated with forfeiture of the former CEO's unvested awards, and a $3.7 million recovery of stock-based compensation due to revaluation of cash settled awards. EBITDA for the corresponding period in the prior year included $17.1 million of restructuring charges, $0.9 million of incremental costs related to acquisition activity, $0.8 million of acquisition-related fair value adjustments to acquired inventories, and a $1.9 million recovery of stock-based compensation revaluation expenses. Excluding these amounts, adjusted EBITDA was $103.7 million (14.2% adjusted EBITDA margin), compared to $78.3 million (12.8% adjusted EBITDA margin) for the corresponding period in the prior year. Higher adjusted EBITDA primarily reflected increased revenues.
Depreciation and amortization expense was $76.8 million for the first six months of fiscal 2026, compared to $76.7 million a year ago.
EBITDA was $209.8 million (14.3% EBITDA margin) in the first six months of fiscal 2026 compared to $166.5 million (12.7% EBITDA margin) a year ago. EBITDA for the first six months of fiscal 2026 included $2.5 million of restructuring charges, $0.4 million of incremental costs related to the Company's acquisition activity, $7.3 million stock-based compensation recovery associated with forfeiture of the former CEO's unvested awards, and a $0.1 million recovery of stock-based compensation due to revaluation of cash settled awards. EBITDA a year ago included $17.1 million of restructuring charges, $2.2 million of incremental costs related to the Company's acquisition activity, $1.7 million of acquisition-related fair value adjustments to acquired inventories, and a $3.2 million recovery of stock-based compensation revaluation expenses. Excluding these amounts in both periods, adjusted EBITDA was $205.3 million (14.0% adjusted EBITDA margin), compared to $184.3 million (14.1% adjusted EBITDA margin) a year ago. Higher adjusted EBITDA reflected higher revenues, and decreased restructuring costs. EBITDA and adjusted EBITDA are non-IFRS financial measures, and EBITDA margin and adjusted EBITDA margin are non-IFRS ratios — see "Non-IFRS and Other Financial Measures" and "Reconciliation of Non-IFRS Measures to IFRS Measures".
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SHARE DATA
During the first six months of fiscal 2026, 421,427 stock options were exercised. At November 5, 2025, the total number of common shares outstanding was 98,055,829. There were also 510,020 stock options outstanding to acquire common shares of the Company and 757,414 RSUs outstanding that may be settled in ATS common shares where deemed advisable by the Company, as an alternative to cash payments. A portion of the RSUs are subject to the performance vesting conditions of the Company's RSU plan.
In fiscal 2023, a trust was created for the purpose of purchasing common shares of the Company on the stock market. The common shares are being held in trust and may be used to settle some or all of the RSU grants when such RSU grants are fully vested. During the three and six months ended September 28, 2025, 238,621 common shares were purchased for $9.6 million. The trust is included in the Company's interim condensed consolidated financial statements with the value of the acquired common shares presented as a reduction of share capital.
NORMAL COURSE ISSUER BID
On December 12, 2024, the Company announced that the TSX had accepted a notice filed by the Company of its intention to make a normal course issuer bid ("NCIB"). Under the NCIB, ATS may purchase for cancellation up to a maximum of 8,259,180 common shares during the 12-month period ending December 15, 2025.
During the three months ended September 28, 2025, the Company purchased nil Common Shares under the NCIB program, and during the six months ended September 28, 2025, the Company purchased 308,758 common shares under the NCIB program for $10.0 million.
Some purchases under the NCIB may be made pursuant to an automatic share purchase plan between ATS and its broker. This plan enables the purchase of common shares when ATS would not ordinarily be active in the market due to internal trading blackout periods, insider trading rules, or otherwise. ATS security holders may obtain a copy of the notice, without charge, upon request from the Secretary of the Company. The NCIB program is viewed by the Company as one component of an overall capital structure strategy and complementary to its acquisition growth plans.
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INVESTMENTS, LIQUIDITY, CASH FLOW AND FINANCIAL RESOURCES
Liquidity, Cash Flow and Financial Resources
(In millions of dollars, except ratios)
| As at | September 28, 2025 | March 31, 2025 | |||||||||
| Cash and cash equivalents | $ | 197.3 | $ | 225.9 | |||||||
Debt-to-equity ratio1 | 0.97:1 | 1.10:1 | |||||||||
1Debt is calculated as bank indebtedness, long-term debt and lease liabilities. Equity is calculated as total equity less accumulated other comprehensive income.
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
| Cash, beginning of period | $ | 188.6 | $ | 185.1 | $ | 225.9 | $ | 170.2 | |||||||||||||||
Total cash provided by (used in): | |||||||||||||||||||||||
| Operating activities | 28.5 | (44.8) | 184.3 | (80.2) | |||||||||||||||||||
| Investing activities | (18.4) | (198.2) | (34.6) | (213.6) | |||||||||||||||||||
| Financing activities | (2.7) | 301.1 | (179.6) | 366.3 | |||||||||||||||||||
| Net foreign exchange difference | 1.3 | 3.7 | 1.3 | 4.2 | |||||||||||||||||||
| Cash, end of period | $ | 197.3 | $ | 246.9 | $ | 197.3 | $ | 246.9 | |||||||||||||||
In the second quarter of fiscal 2026, cash flows provided by operating activities were $28.5 million compared to $44.8 million used in operating activities in the corresponding period a year ago. The increase in cash flow from operations was primarily due to higher net income in addition to timing of investments in non-cash working capital.
In the six months ended September 28, 2025, cash flows provided by operating activities were $184.3 million compared to $80.2 million used in operating activities a year ago. The year-over-year change was primarily attributed to the first quarter collection of the settlement amount with an EV customer, in addition to higher net income and timing of investments in non-cash working capital.
In the second quarter of fiscal 2026, the Company's investment in non-cash working capital increased $41.0 million compared to June 29, 2025. On a year-to-date basis, investment in non-cash working capital decreased $74.3 million; accounts receivable decreased by 18.8%, or $135.3 million primarily due to the collection of the settlement amount with an EV customer in the previous quarter. Net contracts in progress increased 41.4%, or $71.9 million, compared to March 31, 2025, primarily due to the timing of billings on certain customer contracts. The Company actively manages its accounts receivable, contract asset and contract liability balances through billing terms on long-term contracts and collection efforts. Inventories increased 0.1%, or $0.4 million. Deposits and prepaid assets increased 19.7% or $20.5 million compared to March 31, 2025 primarily due to timing of prepaids and deposits in addition to an increase in forward contracts in a gain position. Accounts payable and accrued liabilities increased 2.3% or $15.3 million compared to March 31, 2025 due to timing of accounts payable and accrued liabilities. Provisions decreased 25.0% or $7.5 million compared to March 31, 2025 as previously recorded restructuring provisions are utilized.
The free cash flow of the Company for the six months ended September 28, 2025 was an inflow of $149.6 million, compared to an outflow of $112.9 million a year ago, primarily due to collections on the negotiated settlement with an EV customer in the first quarter, in addition to increased net income and
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reduced investment in working capital. The Company has a multi-year free cash flow target of 100% of net income. Free cash flow is a non-IFRS financial measure — see "Non-IFRS and Other Financial Measures" and "Reconciliation of Non-IFRS Measures to IFRS Measures".
Non-cash working capital as a percentage of revenues was 18.3% at September 28, 2025 compared to 22.4% at March 31, 2025. Non-cash working capital as a percentage of revenues is a non-IFRS ratio — see "Non-IFRS and Other Financial Measures".
Cash investments in property, plant and equipment totalled $15.2 million in the first six months of fiscal 2026, primarily related to purchases of production equipment and computer hardware purchases. Intangible asset expenditures were $19.5 million in the first six months of fiscal 2026, primarily related to various internal development projects. Capital expenditures for fiscal 2026 for tangible assets and intangible assets are expected to be within the $80 million to $100 million range previously disclosed. The Company adds capacity to support growth while continuing to invest in innovation. This investment is based on the needs of the business and timing of projects, and management continues to build flexibility into plans for the balance of the year.
At September 28, 2025, the Company had $835.3 million of unutilized multipurpose credit, including letters of credit, available under existing credit facilities and an additional $223.3 million available under letter of credit facilities.
On October 5, 2023, the Company amended its senior secured credit facility (the "Credit Facility") to extend the term loan maturity to match the maturity of the revolving line of credit. The Credit Facility consists of (i) a $750.0 million secured committed revolving line of credit and (ii) a fully drawn $300.0 million non-amortized secured term credit facility; both maturing on November 4, 2026. The Credit Facility is secured by the Company's assets, including a pledge of shares of certain of the Company's subsidiaries. Certain of the Company's subsidiaries also provide guarantees under the Credit Facility. At September 28, 2025, the Company had utilized $316.3 million under the Credit Facility, of which $316.3 million was classified as long-term debt (March 31, 2025 - $452.2 million) and $nil by way of letters of credit (March 31, 2025 - $nil).
The Credit Facility is available in Canadian dollars by way of prime rate advances, Term CORRA advances and/or Daily Compounded CORRA advances, in U.S. dollars by way of base rate advances and/or Term SOFR advances, in Euros by way of EURIBOR advances, in British pounds sterling by way of Daily Simple SONIA advances, and by way of letters of credit for certain purposes. The interest rates applicable to the Credit Facility are determined based on a net debt-to-EBITDA ratio as defined in the Credit Facility. For prime rate advances and base rate advances, the interest rate is equal to the agent's prime rate or the agent's U.S. dollar base rate in Canada, respectively, plus a margin ranging from 0.45% to 2.00%. For Term CORRA advances, Daily Compounded CORRA advances, Term SOFR advances, EURIBOR advances and Daily Simple SONIA advances, the interest rate is equal to the Term CORRA rate, the Daily Compounded CORRA rate, the Term SOFR rate, the EURIBOR rate or the Daily Simple SONIA rate, respectively, plus a margin that varies from 1.45% to 3.00%. The Company pays a fee for usage of financial letters of credit that ranges from 1.45% to 3.00%, and a fee for usage of non-financial letters of credit that ranges from 0.97% to 2.00%. The Company pays a standby fee on the unadvanced portions of the amounts available for advance or drawdown under the Credit Facility at rates ranging from 0.29% to 0.60%. The Company's Credit Facility is subject to changes in market interest rates. Changes in economic conditions outside of the Company's control could result in higher interest rates, thereby increasing its interest expense. The Company uses a variable for fixed interest rate swap to hedge a portion of its Credit Facility (see "Risk Management").
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The Credit Facility is subject to financial covenants including a net debt-to-EBITDA test and an interest coverage test. Under the terms of the Credit Facility, the Company is restricted from encumbering any assets with certain permitted exceptions. At September 28, 2025, all of the covenants were met. The Credit Facility is expected to be renewed in the third quarter of fiscal 2026.
The Company has additional credit facilities available of $112.4 million (40.0 million Euros, U.S. $24.0 million, 120.0 million Thai Baht, 2.5 million GBP, 5.0 million CNY, $1.0 million AUD and $2.0 million CAD). The total amount outstanding on these facilities as at September 28, 2025 was $9.3 million, of which $7.3 million was classified as bank indebtedness (March 31, 2025 - $27.3 million), $2.0 million was classified as long-term debt (March 31, 2025 - $2.1 million) and $nil by way of letters of credit (March 31, 2025 - $0.4 million). The interest rates applicable to the credit facilities range from 2.60% to 7.25% per annum, in local currency. A portion of the long-term debt is secured by certain assets of the Company.
The Company's U.S. $350.0 million aggregate principal amount of senior notes (the "U.S. Senior Notes") were issued at par, bear interest at a rate of 4.125% per annum and mature on December 15, 2028. After December 15, 2023, the Company may redeem the U.S. Senior Notes, in whole at any time or in part from time to time, at specified redemption prices and subject to certain conditions required by the U.S. Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the U.S. Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the U.S. Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The U.S. Senior Notes contain customary covenants that restrict, subject to certain exceptions and thresholds, some of the activities of the Company and its subsidiaries, including the Company's ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments, and engage in specified transactions with affiliates. At September 28, 2025, all of the covenants were met. Subject to certain exceptions, the U.S. Senior Notes are guaranteed by each of the subsidiaries of the Company that is a borrower or has guaranteed obligations under the Credit Facility. Transaction fees of $8.1 million were deferred and are being amortized over the term of the U.S. Senior Notes. The Company uses a cross-currency interest rate swap instrument to hedge a portion of its U.S. Senior Notes (see "Risk Management").
On August 21, 2024, the Company completed a private placement of $400.0 million aggregate principal amount of CAD Senior Notes. The CAD Senior Notes were issued at par, bear interest at a rate of 6.50% per annum and mature on August 21, 2032. On December 19, 2024, the Company completed a private placement of an additional $200.0 million of CAD Senior Notes, bringing the total amount of CAD Senior Notes issued to $600.0 million. The additional CAD Senior Notes were issued at a premium of $1.3 million which is classified as long-term debt. The Company may redeem the CAD Senior Notes, at any time after August 21, 2027, in whole or in part, at specified redemption prices and subject to certain conditions required by the CAD Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the CAD Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the CAD Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The CAD Senior Notes contain customary covenants that restrict, subject to certain exception and thresholds, some of the activities of the Company and its subsidiaries, including the Company's ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments, and engage in specified transactions with affiliates. Transaction fees of $9.6 million were deferred and are being amortized over the term of the CAD Senior Notes. At September 28, 2025, all of the covenants were met. Subject to certain exceptions, the CAD Senior Notes are guaranteed by each of the subsidiaries of the Company that is a borrower or has guaranteed obligations under the Credit Facility.
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Contractual Obligations
(In millions of dollars)
The Company's contractual obligations are as follows as at September 28, 2025:
| Payments Due by Period | |||||||||||||||||||||||||||||||||||||||||
| Total | <1 Year | 1-2 Years | 2-3 Years | 3-4 Years | 4-5 Years | >5 Years | |||||||||||||||||||||||||||||||||||
| Bank indebtedness | $ | 7.3 | $ | 7.3 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||
Long-term debt obligations1 | 1,749.0 | 59.3 | 375.9 | 59.4 | 537.1 | 39.3 | 678.0 | ||||||||||||||||||||||||||||||||||
Lease liability obligations1 | 150.9 | 37.2 | 31.3 | 22.1 | 16.2 | 13.5 | 30.6 | ||||||||||||||||||||||||||||||||||
| Purchase obligations | 378.8 | 364.0 | 8.3 | 2.9 | 2.4 | 1.0 | 0.2 | ||||||||||||||||||||||||||||||||||
| Accounts payable and accrued liabilities | 680.4 | 680.4 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Total | $ | 2,966.4 | $ | 1,148.2 | $ | 415.5 | $ | 84.4 | $ | 555.7 | $ | 53.8 | $ | 708.8 | |||||||||||||||||||||||||||
1Long-term debt obligations and lease liability obligations include principal and interest.
The Company's off-balance sheet arrangements consist of purchase obligations, primarily commitments for material purchases, which have been entered into in the normal course of business.
In accordance with industry practice, the Company is liable to customers for obligations relating to contract completion and timely delivery. In the normal conduct of its operations, the Company may provide letters of credit as security for advances received from customers pending delivery and contract performance. In addition, the Company provides letters of credit for post-retirement obligations and may provide letters of credit as security on equipment under lease and on order. As at September 28, 2025, the total value of outstanding letters of credit was approximately $292.3 million (March 31, 2025 - $279.4 million).
In the normal course of operations, the Company is party to a number of lawsuits, claims and contingencies. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, the Company does not believe that the ultimate outcome of these matters will have a material impact on its interim condensed consolidated financial statements.
The Company is exposed to credit risk on derivative financial instruments arising from the potential for counterparties to default on their contractual obligations to the Company. The Company minimizes this risk by limiting counterparties to major financial institutions and monitoring their credit worthiness. The Company's credit exposure to forward foreign exchange contracts is the current replacement value of contracts that are in a gain position. The Company is also exposed to credit risk from its customers. Substantially all of the Company's trade accounts receivable are due from customers in a variety of industries and, as such, are subject to normal credit risks from their respective industries. The Company regularly monitors customers for changes in credit risk. The Company does not believe that any single market or geographic region represents significant credit risk. Credit risk concentration, with respect to trade receivables, is mitigated as the Company primarily serves large, multinational customers and obtains receivables insurance in certain instances.
FINANCIAL INSTRUMENTS
The Company has various financial instruments including cash and cash equivalents, trade accounts receivable, bank indebtedness, trade accounts payable and accrued liabilities and long-term debt which are used in the normal course of business to maintain operations. The Company uses derivative financial instruments to help manage and mitigate various risks that the business faces.
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RISK MANAGEMENT
An interest rate risk exists with financial instruments held by the Company, which is the risk that the fair value of future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. The Company manages interest rate risk on a portfolio basis and seeks financing terms in individual arrangements that are most advantageous taking into account all relevant factors.
The Company uses a variable for fixed interest rate swap as a derivative financial instrument to hedge a portion of its interest rate risk. Effective November 21, 2023, the Company entered into a variable for fixed interest rate swap instrument to swap the variable interest rate on its $300.0 million non-amortized secured credit facility to a fixed 4.044% interest rate for the period November 4, 2024 to November 4, 2026.
A credit risk exists with financial instruments held by the Company, which is the risk of financial loss if a counterparty to a financial instrument fails to meet its contractual obligations. The Company attempts to mitigate this risk by following policies and procedures surrounding accepting work with new customers, and performing work for a large variety of multinational customers in diversified industries.
There is a liquidity risk, which is the risk that the Company may encounter difficulties in meeting obligations associated with some financial instruments. This is managed by ensuring, to the extent possible, that the Company will have sufficient liquidity to meet its liabilities when they become due.
FOREIGN EXCHANGE RISK
The Company is exposed to foreign exchange risk as a result of transactions in currencies other than its functional currency of the Canadian dollar, through borrowings in currencies other than its functional currency and through its investments in its foreign-based subsidiaries.
The Company's Canadian operations generate significant revenues in major foreign currencies, primarily U.S. dollars, which exceed the natural hedge provided by purchases of goods and services in those currencies. In order to manage a portion of this foreign currency exposure, the Company has entered into forward foreign exchange contracts. The timing and amount of these forward foreign exchange contract requirements are estimated based on existing customer contracts on hand or anticipated, current conditions in the Company's markets and the Company's past experience. Certain of the Company's foreign subsidiaries will also enter forward foreign exchange contracts to hedge identified balance sheet, revenue and purchase exposures. The Company's forward foreign exchange contract hedging program is intended to mitigate movements in currency rates primarily over a one- to twenty-four-month period.
The Company uses cross-currency interest rate swaps as derivative financial instruments to hedge a portion of its foreign exchange risk related to its U.S. Senior Notes as well as its Euro-denominated net investment.
On December 5, 2024, the Company entered into a cross-currency interest rate swap instrument to swap U.S. $175.0 million into Canadian dollars to hedge a portion of its foreign exchange risk related to its U.S. Senior Notes. The Company will receive interest of 4.125% U.S. per annum and pay interest of 3.128% Canadian. The terms of the hedging instrument will end on December 15, 2027.
On December 5, 2024, the Company entered into a cross-currency interest rate swap instrument to swap 165.3 million Euros into Canadian dollars to hedge its Euro-denominated net investment. The
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Company will receive interest of 3.128% Canadian per annum and pay interest of 2.645% Euros. The terms of the hedging relationship will end on December 15, 2027.
In addition, from time to time, the Company may hedge the foreign exchange risk arising from foreign currency debt, intercompany loans, net investments in foreign-based subsidiaries and committed acquisitions through the use of forward foreign exchange contracts or other non-derivative financial instruments. The Company uses hedging as a risk management tool, not to speculate.
Period Average Exchange Rates in Canadian Dollars
| Period end actual exchange rates | Three Months Ended avg exchange rates | Six Months Ended avg exchange rates | |||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | % change | September 28, 2025 | September 29, 2024 | % change | September 28, 2025 | September 29, 2024 | % change | |||||||||||||||||||||
| U.S. dollar | 1.394 | 1.352 | 3.1% | 1.377 | 1.363 | 1.0% | 1.381 | 1.366 | 1.1 | % | |||||||||||||||||||
| Euro | 1.631 | 1.509 | 8.1% | 1.610 | 1.500 | 7.3% | 1.589 | 1.487 | 6.9 | % | |||||||||||||||||||
CONSOLIDATED QUARTERLY RESULTS
(In millions of dollars, except per share amounts)
Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | ||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 728.5 | $ | 736.7 | $ | 574.2 | $ | 652.0 | $ | 612.8 | $ | 694.3 | $ | 791.5 | $ | 752.0 | |||||||||||||||||||||||||||||||
Adjusted revenues1 | $ | 728.5 | $ | 736.7 | $ | 721.1 | $ | 652.0 | $ | 612.8 | $ | 694.3 | $ | 791.5 | $ | 752.0 | |||||||||||||||||||||||||||||||
Earnings (loss) from operations | $ | 75.2 | $ | 57.8 | $ | (113.6) | $ | 33.1 | $ | 22.2 | $ | 67.6 | $ | 74.8 | $ | 78.5 | |||||||||||||||||||||||||||||||
Adjusted earnings from operations2 | $ | 79.1 | $ | 78.6 | $ | 74.3 | $ | 65.7 | $ | 56.5 | $ | 86.2 | $ | 95.9 | $ | 101.2 | |||||||||||||||||||||||||||||||
Net income (loss) | $ | 33.6 | $ | 24.3 | $ | (68.9) | $ | 6.5 | $ | (0.9) | $ | 35.3 | $ | 48.5 | $ | 47.2 | |||||||||||||||||||||||||||||||
| Basic earnings (loss) per share | $ | 0.34 | $ | 0.25 | $ | (0.70) | $ | 0.07 | $ | (0.01) | $ | 0.36 | $ | 0.49 | $ | 0.48 | |||||||||||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | 0.34 | $ | 0.25 | $ | (0.70) | $ | 0.06 | $ | (0.01) | $ | 0.36 | $ | 0.49 | $ | 0.47 | |||||||||||||||||||||||||||||||
Adjusted basic earnings per share2 | $ | 0.45 | $ | 0.41 | $ | 0.41 | $ | 0.32 | $ | 0.25 | $ | 0.50 | $ | 0.65 | $ | 0.65 | |||||||||||||||||||||||||||||||
Order Bookings3 | $ | 734 | $ | 693 | $ | 863 | $ | 883 | $ | 742 | $ | 817 | $ | 791 | $ | 668 | |||||||||||||||||||||||||||||||
Order Backlog4 | $ | 2,070 | $ | 2,068 | $ | 2,139 | $ | 2,060 | $ | 1,824 | $ | 1,882 | $ | 1,793 | $ | 1,907 | |||||||||||||||||||||||||||||||
1Non-IFRS financial measure - See Fiscal 2025 MD&A.
2Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures" and "Reconciliation of Non-IFRS Measures to IFRS Measures".
3Supplementary financial measure - See "Non-IFRS and Other Financial Measures" and "Order Bookings by Quarter".
4Supplementary financial measure - See "Non-IFRS and Other Financial Measures" and "Order Backlog Continuity".
Interim financial results are not necessarily indicative of annual or longer-term results because capital equipment markets served by the Company tend to be cyclical in nature. Operating performance quarter to quarter is also affected by the timing of revenue recognition on large programs in Order Backlog, which is impacted by such factors as customer delivery schedules, the timing of receipt of third-party components, and by the timing of acquisitions. General economic trends, product life cycles and product changes may impact revenues and operating performance. ATS typically experiences some seasonality with its Order Bookings, revenues and earnings from operations, due to employee vacations, seasonality of growing seasons within the food industry and summer plant shutdowns by its customers.
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RELATED PARTY TRANSACTIONS
The Company has an agreement with a shareholder, Mason Capital Management, LLC (“Mason Capital”), pursuant to which Mason Capital has agreed to provide ATS with ongoing strategic and capital markets advisory services for an annual fee of U.S. $0.5 million. As part of the agreement, Michael Martino, a member of the Board of Directors who is associated with Mason Capital, has waived any fees to which he may have otherwise been entitled for serving as a member of the Board of Directors or as a member of any committee of the Board of Directors. As Mr. Martino was selected by the Board to serve as the Chair of the Board, Mason Capital and the Company have collectively determined that it would be appropriate to terminate this agreement effective at the end of the Company's current fiscal year.
There were no other significant related party transactions in the first six months of fiscal 2026.
Reconciliation of Non-IFRS Measures to IFRS Measures
(In millions of dollars, except per share data)
The following table reconciles adjusted EBITDA and EBITDA to the most directly comparable IFRS measure (net income (loss)):
Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 103.7 | $ | 78.3 | $ | 205.3 | $ | 184.3 | |||||||||||||||||||||
| Less: restructuring charges | — | 17.1 | 2.5 | 17.1 | |||||||||||||||||||||||||
| Less: acquisition-related transaction costs | 0.1 | 0.9 | 0.4 | 2.2 | |||||||||||||||||||||||||
| Less: acquisition-related inventory fair value charges | – | 0.8 | — | 1.7 | |||||||||||||||||||||||||
Less: Stock-based compensation forfeiture1 | (7.3) | — | (7.3) | — | |||||||||||||||||||||||||
| Less: mark to market portion of stock-based compensation | (3.7) | (1.9) | (0.1) | (3.2) | |||||||||||||||||||||||||
| EBITDA | $ | 114.6 | $ | 61.4 | $ | 209.8 | $ | 166.5 | |||||||||||||||||||||
| Less: depreciation and amortization expense | 39.4 | 39.2 | 76.8 | 76.7 | |||||||||||||||||||||||||
| Earnings from operations | $ | 75.2 | $ | 22.2 | $ | 133.0 | $ | 89.8 | |||||||||||||||||||||
| Less: net finance costs | 24.4 | 23.5 | 50.0 | 43.1 | |||||||||||||||||||||||||
| Less: provision for income taxes | 17.2 | (0.4) | 25.1 | 12.3 | |||||||||||||||||||||||||
Net income (loss) | $ | 33.6 | $ | (0.9) | $ | 57.9 | $ | 34.4 | |||||||||||||||||||||
1 Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
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The following table reconciles adjusted earnings from operations, adjusted net income, and adjusted basic earnings per share to the most directly comparable IFRS measures (net income (loss) and basic earnings (loss) per share):
Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings from operations | Finance costs | Provision for income taxes | Net income | Basic EPS | Earnings from operations | Finance costs | Recovery of income taxes | Net loss | Basic EPS | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported (IFRS) | $ | 75.2 | $ | (24.4) | $ | (17.2) | $ | 33.6 | $ | 0.34 | $ | 22.2 | $ | (23.5) | $ | 0.4 | $ | (0.9) | $ | (0.01) | |||||||||||||||||||||||||||||||||||||||
| Amortization of acquisition- related intangibles | 14.8 | — | — | 14.8 | 0.15 | 17.4 | — | — | 17.4 | 0.18 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Restructuring charges | — | — | — | — | — | 17.1 | — | — | 17.1 | 0.17 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related inventory fair value charges | — | — | — | — | — | 0.8 | — | — | 0.8 | 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related transaction costs | 0.1 | — | — | 0.1 | — | 0.9 | — | — | 0.9 | 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation forfeiture1 | (7.3) | — | — | (7.3) | (0.07) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mark to market portion of stock-based compensation | (3.7) | — | — | (3.7) | (0.04) | (1.9) | — | — | (1.9) | (0.02) | |||||||||||||||||||||||||||||||||||||||||||||||||
Adjustment to provision for (recovery of) income taxes2 | — | — | 6.1 | 6.1 | 0.07 | — | — | (9.0) | (9.0) | (0.09) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted (non-IFRS) | $ | 79.1 | $ | 43.6 | $ | 0.45 | $ | 56.5 | $ | 24.4 | $ | 0.25 | |||||||||||||||||||||||||||||||||||||||||||||||
1Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
2Adjustments to provision for (recovery of) income taxes includes an additional $0.9 million (September 29, 2024 - $9.0 million) relating to the income tax effects of adjusting items that are excluded for the purposes of calculating non-IFRS based adjusted net income, in addition to an adjusting item of ($5.4) million relating to the impact on deferred income tax assets arising from a tax rate change, and ($1.6) million of additional income tax provision related to the departure of the Company's former CEO within the quarter.
Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings from operations | Finance costs | Provision for income taxes | Net income | Basic EPS | Earnings from operations | Finance costs | Provision for income taxes | Net income | Basic EPS | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported (IFRS) | $ | 133.0 | $ | (50.0) | $ | (25.1) | $ | 57.9 | $ | 0.59 | $ | 89.8 | $ | (43.1) | $ | (12.3) | $ | 34.4 | $ | 0.35 | |||||||||||||||||||||||||||||||||||||||
| Amortization of acquisition- related intangibles | 29.2 | — | — | 29.2 | 0.30 | 35.0 | — | — | 35.0 | 0.36 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Restructuring charges | 2.5 | — | — | 2.5 | 0.03 | 17.1 | — | — | 17.1 | 0.17 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related fair value inventory charges | — | — | — | — | — | 1.7 | — | — | 1.7 | 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related transaction costs | 0.4 | — | — | 0.4 | — | 2.2 | — | — | 2.2 | 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation forfeiture1 | (7.3) | — | — | (7.3) | (0.08) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mark to market portion of stock-based compensation | (0.1) | — | — | (0.1) | — | (3.2) | — | — | (3.2) | (0.03) | |||||||||||||||||||||||||||||||||||||||||||||||||
Adjustment to provision for income taxes2 | — | — | 0.9 | 0.9 | 0.01 | — | — | (13.7) | (13.7) | (0.14) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted (non-IFRS) | $ | 157.7 | $ | 83.5 | $ | 0.85 | $ | 142.6 | $ | 73.5 | $ | 0.75 | |||||||||||||||||||||||||||||||||||||||||||||||
1Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
2Adjustments to provision for income taxes includes an additional $6.1 million (September 29, 2024 - $13.7 million) relating to the income tax effects of adjusting items that are excluded for the purposes of calculating non-IFRS based adjusted net income, in addition to an adjusting item of ($5.4) million relating to the impact on deferred income tax assets arising from a tax rate change, and ($1.6) million of additional income tax provision related to the departure of the Company's former CEO within the quarter.
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The following table reconciles organic revenue to the most directly comparable IFRS measure (revenues):
Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
| Organic revenue | $ | 689.9 | $ | 562.6 | $ | 1,375.6 | $ | 1,220.7 | |||||||||||||||
| Revenues of acquired companies | 14.6 | 40.8 | 43.1 | 70.8 | |||||||||||||||||||
| Impact of foreign exchange rate changes | 24.0 | 9.4 | 46.5 | 15.6 | |||||||||||||||||||
| Total revenues | $ | 728.5 | $ | 612.8 | $ | 1,465.2 | $ | 1,307.1 | |||||||||||||||
| Organic revenue growth | 12.6% | 5.2% | |||||||||||||||||||||
The following table reconciles non-cash working capital as a percentage of revenues to the most directly comparable IFRS measures:
| As at | September 28, 2025 | March 31, 2025 | |||||||||
| Accounts receivable | $ | 584.1 | $ | 719.4 | |||||||
| Income tax receivable | 10.6 | 32.1 | |||||||||
| Contract assets | 551.1 | 503.6 | |||||||||
| Inventories | 320.6 | 320.2 | |||||||||
| Deposits, prepaids and other assets | 124.7 | 104.2 | |||||||||
| Accounts payable and accrued liabilities | (680.4) | (665.1) | |||||||||
| Income tax payable | (46.6) | (40.1) | |||||||||
| Contract liabilities | (305.7) | (330.1) | |||||||||
| Provisions | (22.5) | (30.0) | |||||||||
| Non-cash working capital | $ | 535.9 | $ | 614.2 | |||||||
| Trailing six-month revenues annualized | $ | 2,930.3 | $ | 2,746.1 | |||||||
| Working capital % | 18.3% | 22.4% | |||||||||
The following table reconciles net debt to the most directly comparable IFRS measures:
| As at | September 28, 2025 | March 31, 2025 | |||||||||
| Cash and cash equivalents | $ | 197.3 | $ | 225.9 | |||||||
| Bank indebtedness | (7.3) | (27.3) | |||||||||
| Current portion of lease liabilities | (34.7) | (32.7) | |||||||||
| Current portion of long-term debt | (0.2) | (0.2) | |||||||||
| Long-term lease liabilities | (100.6) | (96.7) | |||||||||
| Long-term debt | (1,392.9) | (1,543.5) | |||||||||
| Net Debt | $ | (1,338.4) | $ | (1,474.5) | |||||||
| Pro Forma Adjusted EBITDA (TTM) | $ | 389.8 | $ | 374.4 | |||||||
| Net Debt to Pro Forma Adjusted EBITDA | 3.4x | 3.9x | |||||||||
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The following table reconciles free cash flow to the most directly comparable IFRS measures:
Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
Cash flows provided by (used in) operating activities | $ | 28.5 | $ | (44.8) | $ | 184.3 | $ | (80.2) | |||||||||||||||
| Acquisition of property, plant and equipment | (8.1) | (8.1) | (15.2) | (15.2) | |||||||||||||||||||
| Acquisition of intangible assets | (10.2) | (8.7) | (19.5) | (17.5) | |||||||||||||||||||
| Free cash flow | $ | 10.2 | $ | (61.6) | $ | 149.6 | $ | (112.9) | |||||||||||||||
The following table calculates the adjusted effective tax rate used in adjusted net income after adjusting for income tax recovery relating to transactions that occurred in a prior fiscal year and income tax recovery for current year non-IFRS adjustments:
| (in millions of dollars) | Three Months Ended September 28, 2025 | Six Months Ended September 28, 2025 | |||||||||
| Earnings (loss) from operations | $ | 75.2 | $ | 133.0 | |||||||
| Amortization of acquisition-related intangible assets | 14.8 | 29.2 | |||||||||
| Acquisition-related transaction costs | 0.1 | 0.4 | |||||||||
| Restructuring charges | — | 2.5 | |||||||||
| Stock-based compensation forfeiture | (7.3) | (7.3) | |||||||||
| Mark to market portion of stock-based compensation | (3.7) | (0.1) | |||||||||
| Adjusted earnings from operations | 79.1 | 157.7 | |||||||||
| Net finance costs | 24.4 | 50.0 | |||||||||
| Income before income taxes including adjusting items | 54.7 | 107.7 | |||||||||
| Income tax recovery | 17.2 | 25.1 | |||||||||
| Estimated tax impact of adjusting items | 0.9 | 6.1 | |||||||||
| Additional tax provision related to the departure of the Company's former CEO in the quarter | (1.6) | (1.6) | |||||||||
| Impact of tax rate change on deferred tax assets | (5.4) | (5.4) | |||||||||
| Adjusted income tax provision | 11.1 | 24.2 | |||||||||
| Adjusted effective income tax rate | 20.3 | % | 22.5 | % | |||||||
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Certain non-IFRS financial measures exclude the impact on stock-based compensation expense of the revaluation of RSUs and DSUs resulting specifically from the change in market price of the Company's common shares between periods. Management believes the adjustment provides further insight into the Company's performance.
The following table reconciles total stock-based compensation expense to its components:
| Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total stock-based compensation expense (recovery) | $ | (6.7) | $ | 8.4 | $ | (2.3) | $ | 5.1 | $ | 2.7 | $ | 3.7 | $ | (4.3) | $ | 4.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Less: stock-based compensation forfeiture1 | (7.3) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: mark to market portion of stock-based compensation | (3.7) | 3.6 | (3.4) | 1.4 | (1.9) | (1.3) | (8.5) | (0.6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Base stock-based compensation expense | $ | 4.3 | $ | 4.8 | $ | 1.1 | $ | 3.7 | $ | 4.6 | $ | 5.0 | $ | 4.2 | $ | 5.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
1.Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The preparation of the Company's interim condensed consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the end of the reporting period. Uncertainty about these estimates, judgments and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
The Company based its assumptions on information available when the interim condensed consolidated financial statements were prepared. Existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the estimates as they occur.
There have been no material changes to the critical accounting estimates described in the Company's fiscal 2025 MD&A.
Macroeconomic environment
The Company continues to operate in an uncertain macroeconomic environment influenced by various factors, including cross-border tariffs, interest rate changes, inflation, supply chain dynamics and other impediments and uncertainties related to cross-border trade, geopolitical issues, regional conflicts, and the impacts of any pandemic or epidemic outbreak or resurgence. Any of these factors, alone or in combination, could affect the global and Canadian economies, which could adversely affect the Company's business, operations and customers. ATS monitors these dynamic macroeconomic conditions to assess any potential impacts on the business, financial results, and conditions of the Company. Management also monitors and assesses the impact of these factors on its judgments, estimates, accounting policies, and amounts recognized in the Company's interim condensed consolidated financial statements.
CONTROLS AND PROCEDURES
The interim Chief Executive Officer (the "interim CEO") and the interim Chief Financial Officer (the "interim CFO") of the Company are responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting for the Company. The control framework used
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in the design of disclosure controls and procedures and internal control over financial reporting is the "Internal Control – Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Management is required to complete an evaluation of the design and operating effectiveness of the Company's disclosure controls and procedures which was conducted as of September 28, 2025 under the supervision of the interim CEO and interim CFO as required by CSA National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings as well as Rule 13a-15(e) and Rules 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). The evaluation included documentation, review, enquiries and other procedures considered appropriate in the circumstances. Based on that evaluation, the interim CEO and the interim CFO have concluded that the Company's disclosure controls and procedures were not yet effective as of September 28, 2025, due to the material weaknesses in the Company's internal controls over financial reporting as previously identified in the Controls and Procedures section of the fiscal 2025 MD&A.
Management, including the interim CEO and interim CFO, do not expect that the Company's disclosure controls or internal controls over financial reporting will prevent or detect all errors and all fraud or will be effective under all potential future conditions. A control system is subject to inherent limitations and, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.
Remediation plan for material weaknesses
In response to the material weaknesses identified in the fiscal 2025 MD&A, management, with oversight of the audit committee of the Board of Directors is continuing to implement effective internal controls to address the identified material weaknesses. The internal control remediation activities underway include, but are not limited to, design and implementation of additional review and training procedures for control owners to enhance knowledge and understanding of information produced by the entity ("IPE") and the documentation requirements, particularly as it relates to information used in controls; design and implementation of specific control activities over the completeness and accuracy of IPE used in the execution of the Company's suite of controls; design and implementation of specific review procedures over user access controls, including increasing the frequency of user access reviews; and application of specific guidance included in IFRS 15 - Revenue from Contracts with Customers related to contract modification. In addition, management has continued to deploy Entity Level Controls and Group-Wide Controls to supplement transaction level controls; these controls are all subject to test of design and detailed operating effectiveness testing as noted below.
Management will continue to evaluate its internal controls over financial reporting and may take additional actions to address the material weaknesses identified or modify the remediation actions mentioned earlier. Management is committed to remediating these material weaknesses and executing on the remediation plan previously disclosed, and as updated above, these activities are in progress. These weaknesses cannot be considered remediated until the new controls have been operating effectively for a sufficient period of time, have been tested, and management has confirmed their effectiveness. Once fully implemented, tested, and operating effectively, management believes that the measures described above will remediate the identified material weaknesses.
Changes in internal control over financial reporting
Except for the remediation activities described above, there have been no other significant changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to affect, internal control over financial reporting.
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FORWARD-LOOKING STATEMENTS
This MD&A contains certain statements that may constitute forward-looking information and forward-looking statements within the meaning of applicable Canadian and United States securities laws ("forward-looking statements"). All such statements are made pursuant to the "safe harbour" provisions of Canadian provincial and territorial securities laws and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts regarding possible events, conditions or results of operations that ATS believes, expects or anticipates will or may occur in the future, including, but not limited to: the value creation strategy; the Company's strategy to expand organically and through acquisition, and the expected benefits to be derived; the ABM; disciplined acquisitions; various market opportunities for ATS; expanding in emerging markets; conversion of opportunities into Order Bookings; the announcement of new Order Bookings and the anticipated timeline for delivery; potential impacts on the time to convert opportunities into Order Bookings; the Company's Order Backlog partially mitigating the impact of variable Order Bookings; the expected benefits where the Company engages with customers on enterprise-type solutions; the potential impact of the Company's approach to market and timing of customer decisions on Order Bookings, performance period, and timing of revenue recognition; expected benefits with respect to the Company's efforts to grow its product portfolio and after-sale service revenues; the ability of after-sales revenues and reoccurring revenues to provide some balance to customers' capital expenditure cycles; initiatives in furtherance of the Company's goal of improving its adjusted earnings from operations margin over the long term; the uncertainty of supply chain dynamics; the anticipated range of revenues for the following quarter; the anticipated range and the expected improvements of the net debt to pro forma adjusted EBITDA ratio and return to targeted leverage ratio by the end of the fiscal year; expectation of realization of cost and revenue synergies from integration of acquired businesses; non-cash working capital levels as a percentage of revenues in the short-term and the long-term; the expectation to continue investing in non-cash working capital to support growth; planned reorganization activities to improve the cost structure of the organization, reallocate resources to strategic focus areas and improve operational efficiencies, and the expected timing and cost of such reorganization activities; expectation in relation to meeting liquidity and funding requirements for investments; potential to use debt or equity financing to support strategic opportunities and growth strategy; underlying trends driving customer demand; potential impacts of variability in bookings caused by the timing and geographies of customer capital expenditure decisions on larger opportunities; the ability to achieve revenue growth organically and by identifying strategic acquisition opportunities; expected capital expenditures for fiscal 2026; the remediation plan for material weaknesses in the Company's internal control over financial reporting; the uncertainty and potential impact on the Company's business and operations due to the current macroeconomic environment including the impacts of inflation, uncertainty caused by the supply chain dynamics, interest rate changes, international trade disputes sparked by tariffs and retaliatory tariffs or other non-tariff measures, geo-political issues, and regional conflicts; and the Company's belief with respect to the outcome or impact of any lawsuits, claims, counterclaims and contingencies.
Forward-looking statements are inherently subject to significant known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of ATS, or developments in ATS' business or in its industry, to differ materially from the anticipated results, performance, achievements, or developments expressed or implied by such forward-looking statements. Important risks, uncertainties, and factors that could cause actual results to differ materially from expectations expressed in the forward-looking statements include, but are not limited to: the impact of regional or global conflicts; general market performance including capital market conditions and availability and cost of credit; risks related to the international trade disputes sparked by tariffs and retaliatory tariffs or other non-tariff measures, and any further escalation of such trade
26
disputes; risks related to a recession, slowdown, and/or sustained downturn in the economy; performance of the markets that ATS serves; industry challenges in securing the supply of labour, materials, and, in certain jurisdictions, energy sources such as natural gas; impact of inflation; interest rate changes; foreign currency and exchange risk; the relative weakness of the Canadian dollar; risks related to customer concentration; risks related to any customer disagreements; impact of factors such as increased pricing pressure, increased cost of energy and supplies, and delays in relation thereto, and possible margin compression; the regulatory and tax environment; the emergence of new infectious diseases or any epidemic or pandemic outbreak or resurgence, and collateral consequences thereof, including the disruption of economic activity, volatility in capital and credit markets, and legislative and regulatory responses; the impacts of inflation, uncertainty caused by the supply chain dynamics, interest rate changes, international trade disputes sparked by tariffs and retaliatory tariffs or other non-tariff measures, and regional conflicts that have in the past and may in the future lead to significant price and trading fluctuations in the market price for securities in the stock markets, including the TSX and the NYSE; energy shortages and global price increases; inability to successfully expand organically or through acquisition, due to an inability to grow expertise, personnel, and/or facilities at required rates or to identify, negotiate and conclude one or more acquisitions; or to raise, through debt or equity, or otherwise have available, required capital; that the ABM is not effective in accomplishing its goals; that ATS is unable to expand in emerging markets, or is delayed in relation thereto, due to any number of reasons, including inability to effectively execute organic or inorganic expansion plans, focus on other business priorities, or local government regulations or delays; that the timing of completion of new Order Bookings is other than as expected due to various reasons, including schedule changes or the customer exercising any right to withdraw the Order Booking or to terminate the program in whole or in part prior to its completion, thereby preventing ATS from realizing on the full benefit of the program; that some or all of the sales funnel is not converted to Order Bookings due to competitive factors or failure to meet customer needs; that the market opportunities ATS anticipates do not materialize or that ATS is unable to exploit such opportunities; failure to convert Order Backlog to revenue and/or variations in the amount of Order Backlog completed in any given quarter; timing of customer decisions related to large enterprise programs and potential for negative impact associated with any cancellations or non-performance in relation thereto; that the Company is not successful in growing its product portfolio and/or service offering or that expected benefits are not realized; that efforts to improve adjusted earnings from operations margin over long-term are unsuccessful, due to any number of reasons, including less than anticipated increase in after-sales service revenues or reduced margins attached to those revenues, inability to achieve lower costs through supply chain management, failure to develop, adopt internally, or have customers adopt, standardized platforms and technologies, inability to maintain current cost structure if revenues were to grow, and failure of ABM to impact margins; that after-sales or reoccurring revenues do not provide the expected balance to customers' expenditure cycles; that revenues are not in the expected range; that acquisitions made are not integrated as quickly or effectively as planned or expected and, as a result, anticipated benefits and synergies are not realized; non-cash working capital as a percentage of revenues operating at a level other than as expected due to reasons, including, the timing and nature of Order Bookings, the timing of payment milestones and payment terms in customer contracts, and delays in customer programs; that planned reorganization activities do not succeed in improving the cost structure of the Company, reallocating resources to strategic focus areas or improving operational efficiencies, or is not completed at the cost or within the timelines expected, or at all; underlying trends driving customer demand will not materialize or have the impact expected; that capital expenditure targets are increased in the future or the Company experiences cost increases in relation thereto; risk that the ultimate outcome of lawsuits, claims, and contingencies give rise to material liabilities for which no provisions have been recorded; the consequence of activist initiatives on the business performance, results, or share price of the Company; the impact of analyst reports on price and trading volume of ATS' shares; and other risks and uncertainties detailed from time to time in ATS' filings with securities regulators, including, without limitation, the risk factors described in ATS' Annual Information Form, which are
27
available on the SEDAR+ at www.sedarplus.com and on the U.S. Securities Exchange Commission's EDGAR at www.sec.gov. ATS has attempted to identify important factors that could cause actual results to materially differ from current expectations, however, there may be other factors that cause actual results to differ materially from such expectations.
Forward-looking statements are necessarily based on a number of estimates, factors, and assumptions regarding, among others, management's current plans, estimates, projections, beliefs and opinions, the future performance and results of the Company's business and operations; the ability of ATS to execute on its business objectives; the effectiveness of ABM in accomplishing its goals; the ability to successfully implement margin expansion initiative; management's assessment as to the project schedules across all customer contracts in Order Backlog, faster-turn product and services revenues, expected delivery timing of third-party equipment and operational capacity; initiatives in furtherance of the Company's goal of improving its adjusted earnings from operations margin over the long term; the anticipated growth in the life sciences, food & beverage, consumer products, and energy markets; the ability to seek out, enter into and successfully integrate acquisitions; ongoing cost inflationary pressures and the Company's ability to respond to such inflationary pressures; the effects of foreign currency exchange rate fluctuations on its operations; the Company's competitive position in the industry; the Company's ability to adapt and develop solutions that keep pace with continuing changes in technology and customer needs; the ability to maintain mutually beneficial relationships with the Company's customers; and general economic and political conditions, and global events, including any epidemic or pandemic outbreak or resurgence, and the international trade disputes sparked by tariffs and retaliatory tariffs or other non-tariff measures, and any further escalation of such trade disputes.
Forward-looking statements included in this MD&A are only provided to understand management's current expectations relating to future periods and, as such, are not appropriate for any other purpose. Although ATS believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and ATS cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. ATS does not undertake any obligation to update forward-looking statements contained herein other than as required by law.
Certain forward-looking information included herein may also constitute a "financial outlook" within the meaning of applicable securities laws. Financial outlook involves statements about ATS' prospective financial performance, financial position or cash flows that is based on and subject to the assumptions about future economic conditions and courses of action described above as well as management's assessment of project schedules across all customer contracts in Order Backlog, expectations for faster-turn product and services revenues, expected delivery timing of third-party equipment and operational capacity. Such assumptions are based on management's assessment of the relevant information currently available and any financial outlook included herein is provided for the purpose of helping readers understand management's current expectations and plans for the future as of the date hereof. The actual results of ATS' operations may vary from the amounts set forth in any financial outlook and such variances may be material. Readers are cautioned that reliance on any financial outlook may not be appropriate for other purposes or in other circumstances and that the risk factors described above and other factors may cause actual results to differ materially from any financial outlook.
NON-IFRS AND OTHER FINANCIAL MEASURES
Throughout this document, management uses certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures to evaluate the performance of the Company.
28
The terms "EBITDA", "organic revenue", "adjusted net income", "adjusted earnings from operations", "adjusted revenues", "adjusted EBITDA", "pro forma adjusted EBITDA", "adjusted basic earnings per share", "adjusted income tax provision", and "free cash flow", are non-IFRS financial measures, "EBITDA margin", "adjusted earnings from operations margin", "adjusted EBITDA margin", "organic revenue growth", "non-cash working capital as a percentage of revenues", "net debt to pro forma adjusted EBITDA", and "adjusted effective tax rate" are non-IFRS ratios, and "operating margin", "Order Bookings", "organic Order Bookings", "organic Order Bookings growth", "Order Backlog", and "book-to-bill ratio" are supplementary financial measures, all of which do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. Such measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. In addition, management uses "earnings from operations", which is an additional IFRS measure, to evaluate the performance of the Company. Earnings from operations is presented on the Company's consolidated statements of income as net income excluding income tax expense and net finance costs. Operating margin is an expression of the Company's earnings from operations as a percentage of revenues. EBITDA is defined as earnings from operations excluding depreciation and amortization. EBITDA margin is an expression of the Company's EBITDA as a percentage of revenues. Organic revenue is defined as revenues in the stated period excluding revenues from acquired companies for which the acquired company was not a part of the consolidated group in the comparable period. Organic revenue growth compares the stated period organic revenue with the reported revenue of the comparable prior period. Adjusted earnings from operations is defined as earnings from operations before items excluded from management's internal analysis of operating results, such as amortization expense of acquisition-related intangible assets, acquisition-related transaction and integration costs, restructuring charges, legal settlement costs that arise outside of the ordinary course of business, the mark-to-market adjustment on stock-based compensation and certain other adjustments which would be non-recurring in nature ("adjustment items"). Adjusted earnings from operations margin is an expression of the Company's adjusted earnings from operations as a percentage of revenues. Adjusted revenues are defined as revenues before any adjustment items. Adjusted EBITDA is defined as adjusted earnings from operations excluding depreciation and amortization. Pro forma adjusted EBITDA is adjusted EBITDA on a pro forma basis to reflect full contribution from recent acquisitions. Adjusted EBITDA margin is an expression of the entity's adjusted EBITDA as a percentage of revenues. Adjusted basic earnings per share is defined as adjusted net income on a basic per share basis, where adjusted net income is defined as adjusted earnings from operations less net finance costs and income tax expense, plus tax effects of adjustment items and adjusted for other significant items of a non-recurring nature. Non-cash working capital as a percentage of revenues is defined as the sum of accounts receivable, contract assets, inventories, deposits, prepaids and other assets, less accounts payable, accrued liabilities, provisions and contract liabilities divided by the trailing two fiscal quarter revenues annualized. Adjusted income tax provision is defined as income tax provision including the tax impact of adjusting items and adjusting for the impact of additional one time tax transactions. Adjusted effective tax rate is adjusted income tax expressed as a percentage of pre tax income. Free cash flow is defined as cash provided by operating activities less property, plant and equipment and intangible asset expenditures. Net debt to pro forma adjusted EBITDA is the ratio of the net debt of the Company (cash and cash equivalents less bank indebtedness, long-term debt, and lease liabilities) to the trailing twelve month pro forma adjusted EBITDA. Order Bookings represent new orders for the supply of automation systems, services and products that management believes are firm. Organic Order Bookings are defined as Order Bookings in the stated period excluding Order Bookings from acquired companies for which the acquired company was not a part of the consolidated group in the comparable period. Organic Order Bookings growth compares the stated period organic Order Bookings with the reported Order Bookings of the comparable prior period. Order Backlog is the estimated unearned portion of revenues on customer contracts that are in process and have not been completed at the specified date. Book to bill ratio is a measure of Order Bookings compared to adjusted revenue.
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Following amendments to ATS' RSU Plan in 2022 to provide the Company with the option for settlement in shares purchased in the open market and the creation of the employee benefit trust to facilitate such settlement, ATS began to account for RSUs as equity-settled. However, prior RSU grants which will be cash-settled and DSU grants which will be cash-settled are accounted for as described in the Company's annual consolidated financial statements and have volatility period over period based on the fluctuating price of ATS' common shares. Certain non-IFRS financial measures (adjusted EBITDA, net debt to pro forma adjusted EBITDA, adjusted earnings from operations and adjusted basic earnings per share) exclude the impact on stock-based compensation expense of the revaluation of DSUs and RSUs resulting specifically from the change in market price of the Company's common shares between periods. Management believes that this adjustment provides insight into the Company's performance, as share price volatility drives variability in the Company's stock-based compensation expense.
Operating margin, adjusted earnings from operations, adjusted revenues, EBITDA, EBITDA margin, adjusted EBITDA, pro forma adjusted EBITDA and adjusted EBITDA margin are used by the Company to evaluate the performance of its operations. Management believes that earnings from operations is an important indicator in measuring the performance of the Company's operations on a pre-tax basis and without consideration as to how the Company finances its operations. Management believes that adjusted revenues, organic revenue and organic revenue growth, when considered with IFRS measures, allow the Company to better measure the Company's performance and evaluate long-term performance trends. Organic revenue growth also facilitates easier comparisons of the Company's performance with prior and future periods and relative comparisons to its peers. Management believes that EBITDA and adjusted EBITDA are important indicators of the Company's ability to generate operating cash flows to fund continued investment in its operations. Management believes that adjusted earnings from operations, adjusted earnings from operations margin, adjusted EBITDA, adjusted net income and adjusted basic earnings per share are important measures to increase comparability of performance between periods. The adjustment items used by management to arrive at these metrics are not considered to be indicative of the business' ongoing operating performance. Management uses the measure "non-cash working capital as a percentage of revenues" to assess overall liquidity. Management uses adjusted effective tax rate to better evaluate actual tax impact on the financial performance of the Company. Free cash flow is used by the Company to measure cash flow from operations after investment in property, plant and equipment and intangible assets. Management uses net debt to pro forma adjusted EBITDA as a measurement of leverage of the Company. Order Bookings provide an indication of the Company's ability to secure new orders for work during a specified period, while Order Backlog provides a measure of the value of Order Bookings that have not been completed at a specified point in time. Both Order Bookings and Order Backlog are indicators of future revenues that the Company expects to generate based on contracts that management believes to be firm. Organic Order Bookings and organic Order Bookings growth allow the Company to better measure the Company's performance and evaluate long-term performance trends. Organic Order Bookings growth also facilitates easier comparisons of the Company's performance with prior and future periods and relative comparisons to its peers. Book to bill ratio is used to measure the Company's ability and timeliness to convert Order Bookings into revenues. Management believes that ATS shareholders and potential investors in ATS use these additional IFRS measures and non-IFRS financial measures in making investment decisions and measuring operational results.
A reconciliation of (i) adjusted EBITDA and EBITDA to net income, (ii) adjusted earnings from operations to net income, (iii) adjusted net income to net income, (iv) adjusted basic earnings per share to basic earnings per share (v) free cash flow to its IFRS measure components and (vi) organic revenue to revenue, in each case for the three and six months ended September 28, 2025 and September 29, 2024, is contained in this MD&A (see "Reconciliation of Non-IFRS Measures to IFRS Measures"). This MD&A also contains a reconciliation of (i) non-cash working capital as a percentage of revenues and (ii) net debt to their IFRS measure components, in each case at both September 28, 2025 and March 31,
30
2025 (see "Reconciliation of Non-IFRS Measures to IFRS Measures"). A reconciliation of adjusted earnings from operations to earnings from operations for the three and six months ended September 28, 2025 and September 29, 2024 is also contained in the MD&A (see "Earnings and Adjusted Earnings from Operations"). A reconciliation of Order Bookings and Order Backlog to total Company revenues for the three and six months ended September 28, 2025 and September 29, 2024 is also contained in this MD&A (see "Order Backlog Continuity"). A reconciliation of the adjusted effective tax rate for the three and six months ended September 28, 2025 is also contained in the MD&A (see "Reconciliation of Non-IFRS Measures to IFRS Measures").
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| Exhibit 99.2 | ||
ATS CORPORATION
Interim Condensed Consolidated Financial Statements
For the period ended September 28, 2025
(Unaudited)
ATS CORPORATION
Interim Condensed Consolidated Statements of Financial Position
(in thousands of Canadian dollars - unaudited)
| As at | Note | September 28 2025 | March 31 2025 | ||||||||||||||
| ASSETS | 11 | ||||||||||||||||
Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | 197,312 | $ | 225,947 | |||||||||||||
| Accounts receivable | 17 | 584,069 | 719,435 | ||||||||||||||
| Income tax receivable | 10,617 | 32,065 | |||||||||||||||
| Contract assets | 17 | 551,079 | 503,552 | ||||||||||||||
| Inventories | 5 | 320,568 | 320,172 | ||||||||||||||
Deposits, prepaids and other assets | 6 | 124,723 | 104,179 | ||||||||||||||
| 1,788,368 | 1,905,350 | ||||||||||||||||
| Non-current assets | |||||||||||||||||
Property, plant and equipment | 16 | 321,817 | 325,048 | ||||||||||||||
| Right-of-use assets | 7, 16 | 128,069 | 122,291 | ||||||||||||||
| Long-term deposits | 6 | 4,614 | 4,992 | ||||||||||||||
| Other assets | 8 | 2,532 | 7,062 | ||||||||||||||
| Goodwill | 1,410,549 | 1,394,576 | |||||||||||||||
| Intangible assets | 16 | 734,229 | 758,531 | ||||||||||||||
| Deferred income tax assets | 13 | 109,370 | 104,022 | ||||||||||||||
| 2,711,180 | 2,716,522 | ||||||||||||||||
| Total assets | $ | 4,499,548 | $ | 4,621,872 | |||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||
| Current liabilities | |||||||||||||||||
Bank indebtedness | 11 | $ | 7,255 | $ | 27,271 | ||||||||||||
| Accounts payable and accrued liabilities | 680,401 | 665,109 | |||||||||||||||
| Income tax payable | 46,598 | 40,073 | |||||||||||||||
| Contract liabilities | 17 | 305,733 | 330,134 | ||||||||||||||
| Provisions | 10 | 22,517 | 29,960 | ||||||||||||||
| Current portion of lease liabilities | 7 | 34,665 | 32,694 | ||||||||||||||
| Current portion of long-term debt | 11 | 176 | 219 | ||||||||||||||
| 1,097,345 | 1,125,460 | ||||||||||||||||
| Non-current liabilities | |||||||||||||||||
Employee benefits | 26,693 | 25,805 | |||||||||||||||
| Long-term provisions | 10 | 629 | 1,000 | ||||||||||||||
| Long-term lease liabilities | 7 | 100,582 | 96,699 | ||||||||||||||
| Long-term debt | 11 | 1,392,855 | 1,543,459 | ||||||||||||||
| Deferred income tax liabilities | 13 | 83,906 | 100,573 | ||||||||||||||
| Other long-term liabilities | 8 | 26,510 | 19,519 | ||||||||||||||
| 1,631,175 | 1,787,055 | ||||||||||||||||
| Total liabilities | $ | 2,728,520 | $ | 2,912,515 | |||||||||||||
Commitments and contingencies | 11, 15 | ||||||||||||||||
| EQUITY | |||||||||||||||||
Share capital | 12 | $ | 851,001 | $ | 842,015 | ||||||||||||
| Contributed surplus | 26,939 | 36,539 | |||||||||||||||
Accumulated other comprehensive income | 183,092 | 166,855 | |||||||||||||||
| Retained earnings | 708,254 | 660,368 | |||||||||||||||
| Equity attributable to shareholders | 1,769,286 | 1,705,777 | |||||||||||||||
| Non-controlling interests | 1,742 | 3,580 | |||||||||||||||
| Total equity | 1,771,028 | 1,709,357 | |||||||||||||||
| Total liabilities and equity | $ | 4,499,548 | $ | 4,621,872 | |||||||||||||
See accompanying notes to the interim condensed consolidated financial statements.
2
ATS CORPORATION
Interim Condensed Consolidated Statements of Income (Loss)
(in thousands of Canadian dollars, except per share amounts - unaudited)
Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
Note | September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | |||||||||||||||||||||||||||||||
Revenues | 16, 17 | $ | 728,456 | $ | 612,781 | $ | 1,465,176 | $ | 1,307,051 | ||||||||||||||||||||||||||
| Operating costs and expenses | |||||||||||||||||||||||||||||||||||
Cost of revenues | 510,581 | 432,509 | 1,027,451 | 920,132 | |||||||||||||||||||||||||||||||
| Selling, general and administrative | 149,372 | 138,329 | 300,507 | 273,660 | |||||||||||||||||||||||||||||||
| Restructuring costs | 10 | — | 17,075 | 2,493 | 17,075 | ||||||||||||||||||||||||||||||
| Stock-based compensation (recovery) | 14 | (6,740) | 2,700 | 1,699 | 6,423 | ||||||||||||||||||||||||||||||
Earnings from operations | 75,243 | 22,168 | 133,026 | 89,761 | |||||||||||||||||||||||||||||||
| Net finance costs | 18 | 24,413 | 23,534 | 50,054 | 43,052 | ||||||||||||||||||||||||||||||
Income (loss) before income taxes | 50,830 | (1,366) | 82,972 | 46,709 | |||||||||||||||||||||||||||||||
Income tax expense (recovery) | 13 | 17,192 | (447) | 25,068 | 12,301 | ||||||||||||||||||||||||||||||
Net income (loss) | $ | 33,638 | $ | (919) | $ | 57,904 | $ | 34,408 | |||||||||||||||||||||||||||
| Attributable to | |||||||||||||||||||||||||||||||||||
Shareholders | $ | 33,679 | $ | (887) | $ | 57,796 | $ | 34,395 | |||||||||||||||||||||||||||
| Non-controlling interests | (41) | (32) | 108 | 13 | |||||||||||||||||||||||||||||||
| $ | 33,638 | $ | (919) | $ | 57,904 | $ | 34,408 | ||||||||||||||||||||||||||||
Earnings (loss) per share attributable to shareholders | |||||||||||||||||||||||||||||||||||
Basic and diluted | 19 | $ | 0.34 | $ | (0.01) | $ | 0.59 | $ | 0.35 | ||||||||||||||||||||||||||
See accompanying notes to the interim condensed consolidated financial statements.
3
ATS CORPORATION
Interim Condensed Consolidated Statements of Comprehensive Income
(in thousands of Canadian dollars - unaudited)
Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | ||||||||||||||||||||||||||||||||
Net income (loss) | $ | 33,638 | $ | (919) | $ | 57,904 | $ | 34,408 | |||||||||||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
Items to be reclassified subsequently to net income (loss): | |||||||||||||||||||||||||||||||||||
Currency translation adjustment (net of income taxes of $nil) | 35,186 | 18,323 | 6,260 | 29,716 | |||||||||||||||||||||||||||||||
Net unrealized gain (loss) on derivative financial instruments designated as cash flow hedges | 9 | (7,365) | 34 | 4,989 | (1,329) | ||||||||||||||||||||||||||||||
| Tax impact | 1,848 | (10) | (1,265) | 334 | |||||||||||||||||||||||||||||||
Loss transferred to net income (loss) for derivatives designated as cash flow hedges | 9 | 1,273 | 241 | 4,556 | 268 | ||||||||||||||||||||||||||||||
| Tax impact | (307) | (61) | (1,126) | (71) | |||||||||||||||||||||||||||||||
| Cross-currency interest rate swap adjustment | 13 | (113) | (1,875) | 1,932 | (560) | ||||||||||||||||||||||||||||||
| Tax impact | 28 | 469 | (483) | 140 | |||||||||||||||||||||||||||||||
| Variable for fixed interest rate swap adjustment | 13 | 532 | (6,158) | 1,920 | (7,059) | ||||||||||||||||||||||||||||||
| Tax impact | (133) | 1,540 | (480) | 1,765 | |||||||||||||||||||||||||||||||
Other comprehensive income | 30,949 | 12,503 | 16,303 | 23,204 | |||||||||||||||||||||||||||||||
Comprehensive income | $ | 64,587 | $ | 11,584 | $ | 74,207 | $ | 57,612 | |||||||||||||||||||||||||||
Attributable to | |||||||||||||||||||||||||||||||||||
| Shareholders | $ | 64,593 | $ | 11,561 | $ | 74,239 | $ | 57,338 | |||||||||||||||||||||||||||
| Non-controlling interests | (6) | 23 | (32) | 274 | |||||||||||||||||||||||||||||||
| $ | 64,587 | $ | 11,584 | $ | 74,207 | $ | 57,612 | ||||||||||||||||||||||||||||
See accompanying notes to the interim condensed consolidated financial statements.
4
ATS CORPORATION
Interim Condensed Consolidated Statements of Changes in Equity
(in thousands of Canadian dollars - unaudited)
Six months ended September 28, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share capital | Contributed surplus | Retained earnings | Currency translation adjustments | Cash flow hedge reserve | Total accumulated other comprehensive income | Non-controlling interests | Total equity | |||||||||||||||||||||||||||||||||||||||||||
Balance, as at March 31, 2025 | $ | 842,015 | $ | 36,539 | $ | 660,368 | $ | 170,927 | $ | (4,072) | $ | 166,855 | $ | 3,580 | $ | 1,709,357 | ||||||||||||||||||||||||||||||||||
Net income | — | — | 57,796 | — | — | — | 108 | 57,904 | ||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | 6,400 | 10,043 | 16,443 | (140) | 16,303 | ||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income (loss) | — | — | 57,796 | 6,400 | 10,043 | 16,443 | (32) | 74,207 | ||||||||||||||||||||||||||||||||||||||||||
Purchase of non-controlling interest 4 | — | — | (2,564) | — | — | — | (1,806) | (4,370) | ||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | 823 | — | — | — | — | — | 823 | ||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 14,295 | (3,262) | — | — | — | — | — | 11,033 | ||||||||||||||||||||||||||||||||||||||||||
Settlement of RSUs (note 14) | 7,161 | (7,161) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Common shares held in trust (note 14) | (9,616) | — | — | — | — | — | — | (9,616) | ||||||||||||||||||||||||||||||||||||||||||
Repurchase of common shares (note 12) | (2,854) | — | (7,346) | — | — | — | — | (10,200) | ||||||||||||||||||||||||||||||||||||||||||
| Hedging reserve reclassified to net income | — | — | — | — | (206) | (206) | — | (206) | ||||||||||||||||||||||||||||||||||||||||||
Balance, as at September 28, 2025 | $ | 851,001 | $ | 26,939 | $ | 708,254 | $ | 177,327 | $ | 5,765 | $ | 183,092 | $ | 1,742 | $ | 1,771,028 | ||||||||||||||||||||||||||||||||||
Six months ended September 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share capital | Contributed surplus | Retained earnings | Currency translation adjustments | Cash flow hedge reserve | Total accumulated other comprehensive income | Non-controlling interests | Total equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, as at March 31, 2024 | $ | 865,897 | $ | 26,119 | $ | 724,495 | $ | 48,635 | $ | 15,520 | $ | 64,155 | $ | 3,281 | $ | 1,683,947 | ||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | 34,395 | — | — | — | 13 | 34,408 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | 29,455 | (6,512) | 22,943 | 261 | 23,204 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | — | — | 34,395 | 29,455 | (6,512) | 22,943 | 274 | 57,612 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | 6,626 | — | — | — | — | — | 6,626 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 115 | (28) | — | — | — | — | — | 87 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares held in trust | (14,690) | — | — | — | — | — | — | (14,690) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common shares | (9,831) | — | (36,052) | — | — | — | — | (45,883) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, as at September 29, 2024 | $ | 841,491 | $ | 32,717 | $ | 722,838 | $ | 78,090 | $ | 9,008 | $ | 87,098 | $ | 3,555 | $ | 1,687,699 | ||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the interim condensed consolidated financial statements.
5
ATS CORPORATION
Interim Condensed Consolidated Statements of Cash Flows
(in thousands of Canadian dollars - unaudited)
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
| Note | September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | |||||||||||||||||||||||||||||||
| Operating activities | |||||||||||||||||||||||||||||||||||
Net income (loss) | $ | 33,638 | $ | (919) | $ | 57,904 | $ | 34,408 | |||||||||||||||||||||||||||
| Items not involving cash | |||||||||||||||||||||||||||||||||||
| Depreciation of property, plant and equipment | 8,616 | 8,977 | 17,020 | 16,748 | |||||||||||||||||||||||||||||||
| Amortization of right-of-use assets | 7 | 9,848 | 8,322 | 18,801 | 16,404 | ||||||||||||||||||||||||||||||
| Amortization of intangible assets | 20,967 | 21,979 | 40,924 | 43,568 | |||||||||||||||||||||||||||||||
| Deferred income taxes | 13 | (3,256) | (10,882) | (25,270) | (15,778) | ||||||||||||||||||||||||||||||
| Other items not involving cash | 3,178 | (1,261) | (265) | (1,061) | |||||||||||||||||||||||||||||||
| Stock-based compensation | 14 | (3,502) | 3,223 | 823 | 6,626 | ||||||||||||||||||||||||||||||
| Change in non-cash operating working capital | 20 | (40,998) | (74,280) | 74,336 | (181,154) | ||||||||||||||||||||||||||||||
Cash flows provided by (used in) operating activities | $ | 28,491 | $ | (44,841) | $ | 184,273 | $ | (80,239) | |||||||||||||||||||||||||||
| Investing activities | |||||||||||||||||||||||||||||||||||
| Acquisition of property, plant and equipment | $ | (8,135) | $ | (8,104) | $ | (15,229) | $ | (15,210) | |||||||||||||||||||||||||||
| Acquisition of intangible assets | (10,240) | (8,717) | (19,480) | (17,526) | |||||||||||||||||||||||||||||||
| Business acquisitions, net of cash acquired | 4 | — | (181,669) | — | (181,669) | ||||||||||||||||||||||||||||||
| Proceeds from disposal of property, plant and equipment | 34 | 268 | 125 | 785 | |||||||||||||||||||||||||||||||
Cash flows used in investing activities | $ | (18,341) | $ | (198,222) | $ | (34,584) | $ | (213,620) | |||||||||||||||||||||||||||
| Financing activities | |||||||||||||||||||||||||||||||||||
| Bank indebtedness | $ | 5,098 | $ | 7,657 | $ | (19,967) | $ | 13,056 | |||||||||||||||||||||||||||
| Repayment of long-term debt | (40,047) | (280,124) | (215,070) | (287,117) | |||||||||||||||||||||||||||||||
| Proceeds from long-term debt | 39,999 | 595,854 | 84,999 | 714,518 | |||||||||||||||||||||||||||||||
| Proceeds from exercise of stock options | 10,607 | 27 | 11,033 | 87 | |||||||||||||||||||||||||||||||
| Purchase of non-controlling interest | — | — | (4,370) | — | |||||||||||||||||||||||||||||||
| Repurchase of common shares | 12 | — | — | (10,000) | (44,983) | ||||||||||||||||||||||||||||||
| Acquisition of shares held in trust | 14 | (9,616) | (14,690) | (9,616) | (14,690) | ||||||||||||||||||||||||||||||
| Principal lease payments | (8,751) | (7,616) | (16,672) | (14,566) | |||||||||||||||||||||||||||||||
Cash flows provided by (used in) financing activities | $ | (2,710) | $ | 301,108 | $ | (179,663) | $ | 366,305 | |||||||||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 1,263 | 3,806 | 1,339 | 4,314 | |||||||||||||||||||||||||||||||
Increase (decrease) in cash and cash equivalents | 8,703 | 61,851 | (28,635) | 76,760 | |||||||||||||||||||||||||||||||
Cash and cash equivalents, beginning of period | 188,609 | 185,086 | 225,947 | 170,177 | |||||||||||||||||||||||||||||||
Cash and cash equivalents, end of period | $ | 197,312 | $ | 246,937 | $ | 197,312 | $ | 246,937 | |||||||||||||||||||||||||||
| Supplemental information | |||||||||||||||||||||||||||||||||||
| Cash income taxes paid | $ | 12,115 | $ | 12,190 | $ | 14,104 | $ | 29,416 | |||||||||||||||||||||||||||
| Cash interest paid | $ | 29,639 | $ | 16,661 | $ | 49,648 | $ | 39,690 | |||||||||||||||||||||||||||
See accompanying notes to the interim condensed consolidated financial statements.
6
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
1. CORPORATE INFORMATION
ATS Corporation and its subsidiaries (collectively, "ATS" or the "Company") is an industry leader in planning, designing, building, commissioning and servicing automated manufacturing systems - including automation products and test solutions - for a broadly diversified base of customers.
The Company is listed on the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol "ATS" and is incorporated and domiciled in Ontario, Canada. The address of its registered office is 730 Fountain Street North, Cambridge, Ontario, Canada.
The interim condensed consolidated financial statements of the Company for the three and six months ended September 28, 2025 were authorized for issue by the Board of Directors on November 4, 2025.
2. BASIS OF PREPARATION
These interim condensed consolidated financial statements were prepared on a historical cost basis, except for derivative instruments that have been measured at fair value. The interim condensed consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest thousand, except where otherwise stated.
Statement of compliance
These interim condensed consolidated financial statements are prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting. Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended March 31, 2025.
Standards issued but not yet effective
A number of new standards and amendments to standards have been issued but are not yet effective for the financial year ending March 31, 2026, and accordingly, have not been applied in preparing these interim condensed consolidated financial statements. The Company reasonably expects the following standards to be applicable at a future date:
(i) Issuance of IFRS 18 - Presentation and Disclosure in Financial Statements
On April 9, 2024, the IASB issued IFRS 18, which will replace IAS 1 for reporting periods beginning on or after January 1, 2027. The new standard aims to improve comparability and transparency of communication in financial statements. The requirements include required totals, subtotals and new categories in the consolidated statements of income; disclosure of management-defined performance measures and guidance on aggregation and disaggregation. Retrospective application is required in both annual and interim financial statements. The Company is in the process of reviewing the new standard to determine the impact on its consolidated financial statements.
(ii) Issuance of amendments to IFRS 9 and IFRS 7
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7, effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. These amendments clarify the timing of derecognition for financial liabilities settled through electronic payment systems, provide additional guidance on assessing the contractual cash flow characteristics of financial assets with a contingent
7
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
feature, and introduce new disclosure requirements for equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. Adoption of these amendments is not expected to have a significant impact on the Company's consolidated financial statements.
3. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The preparation of the Company's interim condensed consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the end of the reporting period. However, uncertainty about these estimates, judgments and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year, are consistent with those disclosed in the Company's fiscal 2025 audited consolidated financial statements.
The Company based its estimates, judgments and assumptions on parameters available when the interim condensed consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the estimates when they occur.
Tariffs: Management is monitoring the global tariff environment, including reciprocal measures from impacted jurisdictions. While some customers are evaluating capital spending, management has not seen any material impact on the Company's financial position, cash flows and operations. Management will continue to monitor and assess the impact of the tariffs on its judgements, estimates, and amounts recognized in its interim condensed consolidated financial statements.
4. ACQUISITIONS
(a) Prior year acquisitions
(i) On July 24, 2024, the Company acquired 100% of the shares of Paxiom Group ("Paxiom"), a provider of primary, secondary, and end-of-line packaging machines in the food and beverage, cannabis, and pharmaceutical industries. The total purchase price paid upon finalization of working capital adjustments was $146,438.
8
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
| Cash used in investing activities in the year of acquisition was determined as follows: | |||||
| Cash consideration | $ | 146,438 | |||
| Less: cash acquired | (9,923) | ||||
| $ | 136,515 | ||||
| The allocation of the purchase price at fair value was as follows: | |||||
| Purchase price allocation | |||||
| Cash | $ | 9,923 | |||
| Other current assets | 18,945 | ||||
| Property, plant and equipment | 1,588 | ||||
| Right-of-use assets | 11,562 | ||||
Intangible assets with a definite life | |||||
| Technology | 10,200 | ||||
| Customer relationships | 44,700 | ||||
| Other | 1,694 | ||||
Intangible assets with an indefinite life | |||||
| Brands | 12,200 | ||||
| Current liabilities | (17,745) | ||||
| Other long-term liabilities | (10,438) | ||||
| Deferred tax liability | (15,160) | ||||
| Net identifiable assets | $ | 67,469 | |||
| Residual purchase price allocated to goodwill | 78,969 | ||||
| Purchase consideration | $ | 146,438 | |||
Current assets include accounts receivable of $5,328, representing the fair value of accounts receivable expected to be collected.
The purchase cost was allocated to the underlying assets acquired and liabilities assumed based upon the estimated fair values at the date of acquisition. The fair value of the assets acquired and the liabilities assumed have been finalized.
The primary factors contributing to the recognition of goodwill include the acquired workforce, access to new market growth opportunities, and the strategic value to the Company's growth plan. Approximately 80% of the amounts assigned to intangible assets and 87% of the amounts assigned to goodwill are not expected to be tax-deductible. This acquisition was accounted for as a business combination, with the Company acquiring Paxiom using the purchase method of accounting as of July 24, 2024.
(ii) On August 30, 2024, the Company acquired all material assets from Heidolph Instruments GmbH & Co. KG and Hans Heidolph GmbH ("Heidolph"), a leading manufacturer of premium lab equipment for the life sciences and pharmaceutical industries. This acquisition was accounted for as a business combination with the Company as the acquirer, since Heidolph meets the definition of a business under IFRS 3. The total purchase price paid upon finalization of post-closing adjustments was $45,064 (30,252 Euros).
9
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
| Cash used in investing activities in the year of acquisition was determined as follows: | ||||||||
| Cash consideration | $ | 45,064 | ||||||
| Less: cash acquired | (2,190) | |||||||
| $ | 42,874 | |||||||
| The allocation of the purchase price at fair value was as follows: | ||||||||
| Purchase price allocation | ||||||||
| Cash | $ | 2,190 | ||||||
| Other current assets | 17,645 | |||||||
| Property, plant and equipment | 18,014 | |||||||
| Right-of-use assets | 3,204 | |||||||
Intangible assets with a definite life | ||||||||
| Customer relationships | 1,564 | |||||||
| Other | 297 | |||||||
Intangible assets with an indefinite life | ||||||||
| Brands | 5,213 | |||||||
| Current liabilities | (9,093) | |||||||
| Other long-term liabilities | (3,204) | |||||||
| Net identifiable assets | $ | 35,830 | ||||||
| Residual purchase price allocated to goodwill | 9,234 | |||||||
| Purchase consideration | $ | 45,064 | ||||||
Current assets include accounts receivable of $2,087, representing the fair value of accounts receivable expected to be collected.
The purchase cost was allocated to the underlying assets acquired and liabilities assumed based upon the estimated fair values at the date of acquisition. The fair value of the assets acquired and the liabilities assumed has been finalized. During the three and six months ended September 28, 2025, changes to the purchase price allocation for the acquisition resulted in an increase to intangible assets of $893, a decrease to working capital of $3,638, and an increase to goodwill of $2,745.
The primary factors contributing to the recognition of goodwill include the acquired workforce and adjacent strategic capabilities, which will complement existing ATS businesses to provide comprehensive laboratory solutions. The amounts assigned to goodwill and intangible assets are expected to be 100% tax-deductible. This acquisition was accounted for as a business combination, with the Company acquiring Heidolph using the purchase method of accounting as of August 30, 2024.
5. INVENTORIES
| As at | September 28 2025 | March 31 2025 | |||||||||
| Raw materials | $ | 152,292 | $ | 145,110 | |||||||
| Work in progress | 102,856 | 105,836 | |||||||||
| Finished goods | 65,420 | 69,226 | |||||||||
| $ | 320,568 | $ | 320,172 | ||||||||
10
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
The amount charged to net income (loss) and included in cost of revenues for the write-down of inventories for valuation issues during the three and six months ended September 28, 2025 was $1,963 and $4,262 respectively (three and six months ended September 29, 2024 - $1,094 and $2,066, respectively). The amount of inventories carried at net realizable value as at September 28, 2025 was $8,178 (March 31, 2025 - $8,035).
6. DEPOSITS, PREPAIDS AND OTHER ASSETS
| As at | September 28 2025 | March 31 2025 | |||||||||||||||
| Prepaid assets | $ | 50,641 | $ | 41,208 | |||||||||||||
Restricted cash (i) | 734 | 784 | |||||||||||||||
Supplier deposits (ii) | 41,736 | 33,429 | |||||||||||||||
| Investment tax credit receivable | 23,543 | 24,463 | |||||||||||||||
| Current portion of cross-currency interest rate swap instrument | — | 2,597 | |||||||||||||||
| Forward foreign exchange contracts | 8,069 | 1,698 | |||||||||||||||
| $ | 124,723 | $ | 104,179 | ||||||||||||||
(i) Restricted cash primarily consists of a pledged account for post-employment benefit payments.
(ii) As at September 28, 2025, the long-term portion of deposits was $4,614 (March 31, 2025 - $4,992) which is recorded in long-term deposits in the interim condensed consolidated statements of financial position.
7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Changes in the net balance of right-of-use assets during the six months ended September 28, 2025 were as follows:
| Buildings | Vehicles and equipment | Total | |||||||||||||||||||||
Balance, at March 31, 2025 | $ | 98,802 | $ | 23,489 | $ | 122,291 | |||||||||||||||||
| Additions | 16,412 | 5,394 | 21,806 | ||||||||||||||||||||
| Amortization | (13,345) | (5,456) | (18,801) | ||||||||||||||||||||
| Exchange and other adjustments | 1,760 | 1,013 | 2,773 | ||||||||||||||||||||
Balance, at September 28, 2025 | $ | 103,629 | $ | 24,440 | $ | 128,069 | |||||||||||||||||
Changes in the balance of lease liabilities during the six months ended September 28, 2025 were as follows:
| Note | |||||||||||||||||
Balance, at March 31, 2025 | $ | 129,393 | |||||||||||||||
| Additions | 21,806 | ||||||||||||||||
| Interest | 3,226 | ||||||||||||||||
| Payments | (19,898) | ||||||||||||||||
| Exchange and other adjustments | 720 | ||||||||||||||||
Balance, at September 28, 2025 | $ | 135,247 | |||||||||||||||
| Less: current portion | 34,665 | ||||||||||||||||
| $ | 100,582 | ||||||||||||||||
The right-of-use assets and lease liabilities relate to leases of real estate properties, automobiles and other equipment. For the three and six months ended September 28, 2025, the Company recognized
11
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
expense related to short-term and low-value leases of $1,013 and $2,129, respectively, in cost of revenues (September 29, 2024 - $954 and $1,791, respectively), and $722 and $1,544, respectively, in selling, general and administrative expenses (September 29, 2024 - $486 and $1,042, respectively) in the interim condensed consolidated statements of income (loss).
8. OTHER ASSETS AND LIABILITIES
Other assets consist of the following:
| As at | September 28 2025 | March 31 2025 | |||||||||
Cross-currency interest rate swap instrument (i), (iii) | $ | — | $ | 1,342 | |||||||
Long-term investment tax credits (v) | 1,426 | 5,705 | |||||||||
Long-term forward foreign exchange contracts (iv) | 1,090 | — | |||||||||
Other | 16 | 15 | |||||||||
Total | $ | 2,532 | $ | 7,062 | |||||||
Other long-term liabilities consist of the following:
| As at | September 28 2025 | March 31 2025 | |||||||||
Cross-currency interest rate swap instrument (i) | $ | 25,297 | $ | 10,131 | |||||||
Variable for fixed interest rate swap instrument (ii) | 495 | 6,534 | |||||||||
Long-term forward foreign exchange contracts (iv) | 718 | 2,854 | |||||||||
Total | $ | 26,510 | $ | 19,519 | |||||||
(i) On December 5, 2024, the Company entered into a cross-currency interest rate swap instrument to swap U.S. $175,000 into Canadian dollars to hedge a portion of its foreign exchange risk related to its U.S. dollar-denominated Senior Notes. The Company will receive interest of 4.125% U.S. per annum and pay interest of 3.128% Canadian. The terms of the hedging instrument will end on December 15, 2027.
The Company also entered into a cross-currency interest rate swap instrument on December 5, 2024 to swap 165,328 Euros into Canadian dollars to hedge the net investment in European operations. The Company will receive interest of 3.128% Canadian per annum and pay interest of 2.645% Euros. The terms of the hedging relationship will end on December 15, 2027.
(ii) On November 21, 2023, the Company entered into a variable for fixed interest rate swap instrument to swap the variable interest rate on its $300,000 non-amortized secured term credit facility to a fixed 4.044% interest rate for the period November 4, 2024 to November 4, 2026. Current portion of the variable for fixed interest rate swap instrument is recorded in deposits, prepaids and other assets for asset balances, and accounts payable and accrued liabilities for liability balances, on the interim condensed consolidated statements of financial position.
(iii) Current portion of the cross-currency interest rate swap instrument is recorded in deposits, prepaids and other assets, on the interim condensed consolidated statements of financial position.
(iv) Current portion of the forward foreign exchange contracts is recorded in deposits, prepaids and other assets for asset balances, and accounts payable and accrued liabilities for liability balances, on the interim condensed consolidated statements of financial position.
(v) Current portion of the investment tax credits is recorded in deposits, prepaids and other assets, on the interim condensed consolidated statements of financial position.
12
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
During the three and six months ended September 28, 2025 and the three and six months ended September 29, 2024, there were no changes in the classification of financial assets as a result of a change in the purpose or use of those assets. The Company uses derivative instruments, including cross-currency interest rate swaps, interest rate swaps, and forward foreign exchange contracts to manage exposure to foreign exchange rate and interest rate fluctuations. These derivative instruments are categorized as Level 2 in the fair value hierarchy with fair value determined using a discounted cash flow technique, incorporating inputs that are observable in the market or can be derived from observable market data. The Company does not have any Level 1 or Level 3 instruments.
During the three and six months ended September 28, 2025 and the three and six months ended September 29, 2024, there were no transfers of financial instruments between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.
Instruments not subject to hedge accounting
As part of the Company's risk management strategy, forward contract derivative financial instruments are used to manage foreign currency exposure related to the translation of foreign currency net assets to the subsidiary's functional currency. As these instruments have not been designated as hedges, the change in fair value is recorded in selling, general and administrative expenses in the interim condensed consolidated statements of income (loss).
For the three and six months ended September 28, 2025, the Company recorded risk management losses of $6,858 and $5,978, respectively (three and six months ended September 29, 2024 - losses of $2,881 and $4,191, respectively), on foreign currency risk management forward contracts in the interim condensed consolidated statements of income (loss). Included in these amounts, during the three and six months ended September 28, 2025, were unrealized losses of $1,908 and $7,792 respectively (three and six months ended September 29, 2024 - unrealized gains of $1,650 and $1,287), representing the change in fair value. In addition, during the three and six months ended September 28, 2025, the Company realized foreign exchange losses of $4,950 and gains of $1,814, respectively (three and six months ended September 29, 2024 - realized losses of $4,531 and $5,478, respectively), which were settled.
10. PROVISIONS
| Warranty | Restructuring | Other | Total | ||||||||||||||||||||
Balance, at March 31, 2025 | $ | 10,362 | $ | 19,022 | $ | 1,576 | $ | 30,960 | |||||||||||||||
| Provisions made | 2,113 | 2,493 | 8,570 | 13,176 | |||||||||||||||||||
| Provisions used | (1,963) | (11,792) | (7,858) | (21,613) | |||||||||||||||||||
| Exchange adjustments | 199 | 452 | (28) | 623 | |||||||||||||||||||
Balance, at September 28, 2025 | $ | 10,711 | $ | 10,175 | $ | 2,260 | $ | 23,146 | |||||||||||||||
Warranty provisions
Warranty provisions are related to sales of products and are based on experience reflecting statistical trends of warranty costs.
Restructuring
Restructuring charges are recognized in the period incurred and when the criteria for provisions are fulfilled. Termination benefits are recognized as a liability and an expense when the Company is demonstrably committed through a formal restructuring plan.
13
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
The Company recorded $nil and $2,493 for the three and six months ended September 28, 2025 related to previously disclosed restructuring activities in fiscal 2025. The costs incurred related primarily to workforce reductions. Included in the restructuring provisions is $629 of costs classified as long-term due to country specific requirements for termination benefits (March 31, 2025 - $1,000).
Other provisions
Other provisions are related to medical insurance expenses that have been incurred during the period but are not yet paid, and other miscellaneous provisions.
11. BANK INDEBTEDNESS AND LONG-TERM DEBT
On October 5, 2023, the Company amended its Credit Facility to extend the term loan maturity to match the maturity of the revolving line of credit. The Credit Facility consists of (i) a $750,000 secured committed revolving line of credit and (ii) a fully drawn $300,000 non-amortized secured term credit facility; both maturing on November 4, 2026. The Credit Facility is secured by the Company's assets, including a pledge of shares of certain of the Company's subsidiaries. Certain of the Company's subsidiaries also provide guarantees under the Credit Facility. At September 28, 2025, the Company had utilized $316,313 under the Credit Facility, of which $316,313 was classified as long-term debt (March 31, 2025 - $452,248) and $nil by way of letters of credit (March 31, 2025 - $nil).
The Credit Facility is available in Canadian dollars by way of prime rate advances, Term CORRA advances and/or Daily Compounded CORRA advances, in U.S. dollars by way of base rate advances and/or Term SOFR advances, in Euros by way of EURIBOR advances, in British pounds sterling by way of Daily Simple SONIA advances, and by way of letters of credit for certain purposes. The interest rates applicable to the Credit Facility are determined based on a net debt-to-EBITDA ratio as defined in the Credit Facility. For prime rate advances and base rate advances, the interest rate is equal to the agent's prime rate or the agent's U.S. dollar base rate in Canada, respectively, plus a margin ranging from 0.45% to 2.00%. For Term CORRA advances, Daily Compounded CORRA advances, Term SOFR advances, EURIBOR advances and Daily Simple SONIA advances, the interest rate is equal to the Term CORRA rate, the Daily Compounded CORRA rate, the Term SOFR rate, the EURIBOR rate or the Daily Simple SONIA rate, respectively, plus a margin that varies from 1.45% to 3.00%. The Company pays a fee for usage of financial letters of credit that ranges from 1.45% to 3.00%, and a fee for usage of non-financial letters of credit that ranges from 0.97% to 2.00%. The Company pays a standby fee on the unadvanced portions of the amounts available for advance or drawdown under the Credit Facility at rates ranging from 0.29% to 0.60%. The Company's Credit Facility is subject to changes in market interest rates. Changes in economic conditions outside of the Company's control could result in higher interest rates, thereby increasing its interest expense. The Company uses a variable for fixed interest rate swap to hedge a portion of its Credit Facility (see note 8).
The Credit Facility is subject to financial covenants including a net debt-to-EBITDA test and an interest coverage test. Under the terms of the Credit Facility, the Company is restricted from encumbering any assets with certain permitted exceptions. At September 28, 2025, all of the covenants were met. The Credit Facility is expected to be renewed in the third quarter of fiscal 2026.
The Company has additional credit facilities available of $112,440 (40,023 Euros, $24,000 U.S., 120,000 Thai Baht, 2,500 GBP, 5,000 CNY, $1,000 AUD and $1,956 CAD). The total amount outstanding on these facilities as at September 28, 2025 was $9,257, of which $7,255 was classified as bank indebtedness (March 31, 2025 - $27,271), $2,002 was classified as long-term debt (March 31, 2025 - $2,129) and $nil by way of letters of credit (March 31, 2025 - $nil). The interest rates applicable to the credit facilities range from 2.60% to 7.25% per annum, in local currency. A portion of the long-term debt is secured by certain assets of the Company.
14
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
The Company's U.S. $350,000 aggregate principal amount of U.S. Senior Notes were issued at par, bear interest at a rate of 4.125% per annum and mature on December 15, 2028. After December 15, 2023, the Company may redeem the U.S. Senior Notes, in whole at any time or in part from time to time, at specified redemption prices and subject to certain conditions required by the U.S. Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the U.S. Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the U.S. Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The U.S. Senior Notes contain customary covenants that restrict, subject to certain exceptions and thresholds, some of the activities of the Company and its subsidiaries, including the Company's ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments, and engage in specified transactions with affiliates. At September 28, 2025, all of the covenants were met. Subject to certain exceptions, the U.S. Senior Notes are guaranteed by each of the subsidiaries of the Company that is a borrower or has guaranteed obligations under the Credit Facility. Transaction fees of $8,100 were deferred and are being amortized over the term of the U.S. Senior Notes. The Company uses a cross-currency interest rate swap instrument to hedge a portion of its U.S. Senior Notes (see note 8).
On August 21, 2024, the Company completed a private placement of $400,000 aggregate principal amount of CAD Senior Notes. The CAD Senior Notes were issued at par, bear interest at a rate of 6.50% per annum and mature on August 21, 2032. On December 19, 2024, the Company completed a private placement of an additional $200,000 of CAD Senior Notes, bringing the total amount of CAD Senior Notes issued to $600,000. The additional CAD Senior Notes were issued at a premium of $1,250 which is classified as long-term debt. The Company may redeem the CAD Senior Notes, at any time after August 21, 2027, in whole or in part, at specified redemption prices and subject to certain conditions required by the CAD Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the CAD Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the CAD Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The CAD Senior Notes contain customary covenants that restrict, subject to certain exception and thresholds, some of the activities of the Company and its subsidiaries, including the Company's ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments, and engage in specified transactions with affiliates. Transaction fees of $9,604 were deferred and are being amortized over the term of the CAD Senior Notes. At September 28, 2025, all of the covenants were met. Subject to certain exceptions, the CAD Senior Notes are guaranteed by each of the subsidiaries of the Company that is a borrower or has guaranteed obligations under the Credit Facility.
(i) Bank indebtedness
| As at | September 28 2025 | March 31 2025 | |||||||||
| Other facilities | $ | 7,255 | $ | 27,271 | |||||||
15
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
(ii) Long-term debt
| As at | September 28 2025 | March 31 2025 | |||||||||
| Credit Facility | $ | 316,313 | $ | 452,248 | |||||||
| Senior Notes | 1,088,894 | 1,104,740 | |||||||||
| Other facilities | 2,002 | 2,129 | |||||||||
| Issuance costs | (14,178) | (15,439) | |||||||||
| 1,393,031 | 1,543,678 | ||||||||||
| Less: current portion | 176 | 219 | |||||||||
| $ | 1,392,855 | $ | 1,543,459 | ||||||||
Scheduled principal repayments and interest payments on long-term debt as at September 28, 2025 are as follows (variable interest repayments on the Credit Facility are not reflected in the table below as they fluctuate based on the amounts drawn):
Principal | Interest | ||||||||||
| Less than one year | $ | 176 | $ | 59,097 | |||||||
| One - two years | 316,801 | 59,080 | |||||||||
| Two - three years | 336 | 59,061 | |||||||||
| Three - four years | 488,151 | 48,980 | |||||||||
| Four - five years | 378 | 38,898 | |||||||||
| Thereafter | 601,367 | 76,694 | |||||||||
| $ | 1,407,209 | $ | 341,810 | ||||||||
12. SHARE CAPITAL
Authorized share capital of the Company consists of an unlimited number of common shares, without par value, for unlimited consideration.
On December 12, 2024, the Company announced that the Toronto Stock Exchange ("TSX") had accepted a notice filed by the Company of its intention to make a normal course issuer bid ("NCIB"). Under the NCIB, ATS may purchase for cancellation up to a maximum of 8,259,180 common shares during the 12-month period ending December 15, 2025.
During the six months ended September 28, 2025, the Company purchased 308,758 common shares under the NCIB program for $10,000 (March 31, 2025 - $nil). At September 28, 2025, a total of 7,950,422 common shares remained available for repurchase under the NCIB. All purchases are made in accordance with the bid at prevalent market prices plus brokerage fees, or such other prices that may be permitted by the TSX, with consideration allocated to share capital up to the average carrying amount of the shares, and any excess allocated to retained earnings. Included in share capital is $200 of transaction costs related to taxes on the share repurchase (note 13).
16
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
The changes in the common shares issued and outstanding during the period presented were as follows:
| Note | Number of common shares | Share capital | ||||||||||||
Balance, at March 31, 2025 | 96,885,705 | $ | 842,015 | |||||||||||
| Exercise of stock options | 421,427 | 14,295 | ||||||||||||
| Common shares purchased and held in trust | 14 | (238,621) | (9,616) | |||||||||||
| Settlement of RSUs | 14 | 186,896 | 7,161 | |||||||||||
| Repurchase of common shares | (308,758) | (2,854) | ||||||||||||
Balance, at September 28, 2025 | 96,946,649 | $ | 851,001 | |||||||||||
13. TAXATION
(i) Reconciliation of income taxes: Income tax expense differs from the amounts that would be obtained by applying the combined Canadian basic federal and provincial income tax rate to income before income taxes. These differences result from the following items:
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
| Note | September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | |||||||||||||||||||||||||||||||
Income (loss) before income taxes and non-controlling interest | $ | 50,830 | $ | (1,366) | $ | 82,972 | $ | 46,709 | |||||||||||||||||||||||||||
| Combined Canadian basic federal and provincial income tax rate | 26.50% | 26.50% | 26.50% | 26.50% | |||||||||||||||||||||||||||||||
| Income tax expense based on combined Canadian basic federal and provincial income tax rate | $ | 13,470 | $ | (362) | $ | 21,988 | $ | 12,378 | |||||||||||||||||||||||||||
Increase (decrease) in income taxes resulting from: | |||||||||||||||||||||||||||||||||||
| Adjustments in respect of current income tax of previous periods | 1,018 | (769) | 564 | (88) | |||||||||||||||||||||||||||||||
Non-taxable items net of non-deductible items | (2,020) | (102) | (4,234) | (1,197) | |||||||||||||||||||||||||||||||
| Unrecognized assets | 538 | 1,889 | 1,988 | 4,060 | |||||||||||||||||||||||||||||||
| Income taxed at different rates and statutory rate changes | 4,239 | (518) | 5,315 | (1,917) | |||||||||||||||||||||||||||||||
| Manufacturing and processing allowance and all other items | (53) | (585) | (553) | (935) | |||||||||||||||||||||||||||||||
At the effective income tax rate of 30% (September 29, 2024 – 26%) | $ | 17,192 | $ | (447) | $ | 25,068 | $ | 12,301 | |||||||||||||||||||||||||||
Income tax expense (recovery) reported in the interim condensed consolidated statements of income (loss): | |||||||||||||||||||||||||||||||||||
Current tax expense | $ | 20,448 | $ | 10,435 | $ | 50,338 | $ | 28,079 | |||||||||||||||||||||||||||
Deferred tax recovery | (3,256) | (10,882) | (25,270) | (15,778) | |||||||||||||||||||||||||||||||
| $ | 17,192 | $ | (447) | $ | 25,068 | $ | 12,301 | ||||||||||||||||||||||||||||
Deferred tax related to items charged or credited directly to equity and goodwill: | |||||||||||||||||||||||||||||||||||
Gain (loss) on revaluation of cash flow hedges | $ | 1,436 | $ | 1,938 | $ | (3,354) | $ | 2,168 | |||||||||||||||||||||||||||
| Opening deferred tax of acquired company | 4 | — | (16,115) | — | (16,115) | ||||||||||||||||||||||||||||||
| Other items recognized through equity | 1,162 | (846) | 290 | (1,042) | |||||||||||||||||||||||||||||||
| Income tax charged directly to equity and goodwill | $ | 2,598 | $ | (15,023) | $ | (3,064) | $ | (14,989) | |||||||||||||||||||||||||||
17
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
The "income taxed at different rates and statutory rate changes" line in the tax rate reconciliation includes the impact of remeasurement of deferred tax assets and liabilities arising from the reduction in the corporate income tax rate in Germany. The change in the enacted tax rate resulted in an increase to income tax expense of $5,428 in the three and six months ended September 28, 2025, reflecting the decrease in the value of deferred tax assets previously recognized.
On May 2, 2024, the Canadian federal government tabled Bill C-69 for the first reading in Parliament. Bill C-69 includes revised provisions to implement the Global Minimum Tax Act (GMTA) and other measures from the federal budget tabled on April 16, 2024. The GMTA introduces a 15% global minimum tax in Canada, aligning with the OECD Pillar Two regime. On June 20, 2024, Bill C-69 received Royal Assent, enacting the GMTA. Consequently, the impact of the GMTA is reflected in the interim condensed consolidated financial statements. During the three and six months ended September 28, 2025, the Company recognized income tax expense related to Pillar Two income taxes of $599 and $1,172 respectively ($538 and $1,051 in the three and six months ended September 29, 2024, respectively), in the interim condensed consolidated statement of income (loss).
On June 20, 2024, Bill C-59 received Royal Assent, enacting a 2% tax on certain share buybacks. The impact of this tax is reflected in the interim condensed consolidated financial statements (note 12).
14. STOCK-BASED COMPENSATION
In the calculation of the stock-based compensation expense in the interim condensed consolidated statements of income (loss), the fair value of the Company's stock option grants were estimated using the Black-Scholes option pricing model for time-vesting stock options. During the three and six months ended September 28, 2025, the Company granted 3,441 and 354,106 time vesting stock options, respectively (nil and 241,327 in the three and six months ended September 29, 2024, respectively). The stock options granted vest over four years and expire on the seventh anniversary from the date of issue.
For the six months ended | September 28 2025 | September 29 2024 | ||||||||||||||||||
| Number of stock options | Weighted average exercise price | Number of stock options | Weighted average exercise price | |||||||||||||||||
| Stock options outstanding, beginning of period | 994,599 | $ | 35.87 | 823,527 | $ | 33.56 | ||||||||||||||
| Granted | 354,106 | 40.32 | 241,327 | 45.37 | ||||||||||||||||
Exercised (i) | (421,427) | 26.18 | (2,927) | 30.77 | ||||||||||||||||
| Forfeited | (387,939) | 43.86 | (13,346) | 43.35 | ||||||||||||||||
| Stock options outstanding, end of period | 539,339 | $ | 40.62 | 1,048,581 | $ | 36.16 | ||||||||||||||
| Stock options exercisable, end of period, time-vested options | 206,048 | $ | 34.17 | 550,415 | $ | 28.04 | ||||||||||||||
(i) For the six months ended September 28, 2025, the weighted average share price at the date of exercise was $37.76 (September 29, 2024 - $42.91).
The fair values of the Company's stock options issued during the periods presented were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions. Expected stock price volatility was determined at the time of the grant by considering historical share price volatility. Expected stock option grant life was determined at the time of the grant by considering the average of the grant vesting period and the grant exercise period.
18
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
For the six months ended | September 28 2025 | September 29 2024 | |||||||||
| Weighted average risk-free interest rate | 2.90 | % | 3.75 | % | |||||||
| Dividend yield | 0 | % | 0 | % | |||||||
| Weighted average expected volatility | 37 | % | 35 | % | |||||||
| Weighted average expected life | 4.75 years | 4.75 years | |||||||||
Number of stock options granted: Time-vested | 354,106 | 241,327 | |||||||||
| Weighted average exercise price per option | $ 40.32 | $ 45.37 | |||||||||
Weighted average value per option: Time-vested | $ 14.52 | $ 16.45 | |||||||||
Restricted Share Unit Plan:
During the three and six months ended September 28, 2025, the Company granted 298,274 time-vesting restricted share units ("RSUs") (11,031 and 204,308 in the three and six months ended September 29, 2024, respectively), and 255,205 performance-based RSUs (nil and 210,803 in the three and six months ended September 29, 2024, respectively). The Company measures these RSUs based on the fair value at the date of grant and a compensation expense is recognized over the vesting period in the interim condensed consolidated statements of income (loss) with a corresponding increase in contributed surplus. The performance-based RSUs vest upon successful achievement of certain operational and share price targets.
On May 18, 2022, the RSU plan was amended so that RSUs granted may be settled in ATS Common Shares, where deemed advisable by the Company, as an alternative to cash payments. It is the Company's intention to settle these RSUs with ATS Common Shares and therefore the Company measures these RSUs as equity awards based on fair value. During the three and six months ended September 28, 2025, 238,621 common shares were purchased for $9,616 and placed in trust (332,165 shares for $14,690 in the three and six months ended September 29, 2024).
During the three and six months ended September 28, 2025, the Company settled 131,057 time-vesting RSUs and 55,839 performance-based RSUs (nil in the three and six months ended September 29, 2024, respectively) in ATS Common Shares from the common shares held in trust (note 12). At September 28, 2025, 1,109,180 shares are held in a trust and may be used to settle some or all of the RSU grants when they are fully vested. The trust is consolidated in the Company's interim condensed consolidated financial statements with the value of the acquired common shares presented as a reduction of share capital.
Deferred Stock Unit Plan:
During the three and six months ended September 28, 2025, the Company granted 9,018 and 58,019 Deferred Stock Units ("DSUs"), respectively (three and six months ended September 29, 2024 - nil and 43,456, respectively). The DSU liability is revalued at each reporting date based on the change in the Company's stock price. As at September 28, 2025, the value of the outstanding liability related to the DSUs was $17,907 (March 31, 2025 - $17,031). The DSU liability is included in accounts payable and accrued liabilities on the interim condensed consolidated statements of financial position. The change in the value of the DSU liability is included in the interim condensed consolidated statements of income (loss) in the period of change.
19
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
The following table shows the compensation expense (recovery) related to the Company's share-based payment plans:
For the three months ended | September 28 2025 | September 29 2024 | |||||||||
| Stock options | $ | (707) | $ | 753 | |||||||
| RSUs | (2,797) | 3,315 | |||||||||
| DSUs | (3,236) | (1,368) | |||||||||
| $ | (6,740) | $ | 2,700 | ||||||||
For the six months ended | September 28 2025 | September 29 2024 | |||||||||
| Stock options | $ | (16) | $ | 1,510 | |||||||
| RSUs | 839 | 6,365 | |||||||||
| DSUs | 876 | (1,452) | |||||||||
| $ | 1,699 | $ | 6,423 | ||||||||
On July 7, 2025, the Company announced the departure of its Chief Executive Officer ("CEO"). During the three and six months ended September 28, 2025, the Company reversed $7,300 of previously recorded stock-based compensation expense associated with the unvested stock-based awards held by the CEO.
15. COMMITMENTS AND CONTINGENCIES
The minimum purchase obligations are as follows as at September 28, 2025: | |||||
| Less than one year | $ | 363,995 | |||
| One - two years | 8,348 | ||||
| Two - three years | 2,889 | ||||
| Three - four years | 2,392 | ||||
| Four - five years | 1,045 | ||||
| More than five years | 120 | ||||
| $ | 378,789 | ||||
The Company's off-balance sheet arrangements consist of purchase obligations, primarily commitments for material purchases, which have been entered into in the normal course of business.
In accordance with industry practice, the Company is liable to customers for obligations relating to contract completion and timely delivery. In the normal conduct of its operations, the Company may provide letters of credit as security for advances received from customers pending delivery and contract performance. In addition, the Company provides letters of credit for post-retirement obligations and may provide letters of credit as security on equipment under lease and on order. As at September 28, 2025, the total value of outstanding letters of credit was approximately $292,332 (March 31, 2025 - $279,383).
In the normal course of operations, the Company is party to a number of lawsuits, claims and contingencies. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, the Company does not believe that the ultimate outcome of these matters will have a material impact on its interim condensed consolidated statements of financial position.
20
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
16. SEGMENTED DISCLOSURE
The Company's operations are reported as one operating segment, Automation Systems, which plans, allocates resources, builds capabilities and implements best practices on a global basis.
Geographic segmentation of revenues is determined based on revenues by customer location. Non-current assets represent property, plant and equipment, right-of-use assets and intangible assets that are attributable to individual geographic segments, based on location of the respective operations.
| As at | September 28, 2025 | ||||||||||||||||
| Right-of-use assets | Property, plant and equipment | Intangible assets | |||||||||||||||
| Canada | $ | 43,362 | $ | 66,751 | $ | 82,934 | |||||||||||
| United States | 21,235 | 138,370 | 422,124 | ||||||||||||||
| Germany | 23,901 | 58,299 | 48,498 | ||||||||||||||
| Italy | 16,748 | 46,051 | 137,557 | ||||||||||||||
| Other Europe | 19,728 | 9,455 | 36,343 | ||||||||||||||
| Other | 3,095 | 2,891 | 6,773 | ||||||||||||||
| Total Company | $ | 128,069 | $ | 321,817 | $ | 734,229 | |||||||||||
| As at | March 31, 2025 | ||||||||||||||||
| Right-of-use assets | Property, plant and equipment | Intangible assets | |||||||||||||||
| Canada | $ | 32,751 | $ | 67,254 | $ | 84,269 | |||||||||||
| United States | 22,935 | 145,788 | 450,892 | ||||||||||||||
| Germany | 24,485 | 55,700 | 46,256 | ||||||||||||||
| Italy | 18,662 | 44,539 | 135,217 | ||||||||||||||
| Other Europe | 19,959 | 9,169 | 33,724 | ||||||||||||||
| Other | 3,499 | 2,598 | 8,173 | ||||||||||||||
| Total Company | $ | 122,291 | $ | 325,048 | $ | 758,531 | |||||||||||
| Revenues from external customers | Three months ended | Six months ended | ||||||||||||||||||||||||||||||
September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | |||||||||||||||||||||||||||||
| Canada | $ | 41,222 | $ | 30,484 | $ | 71,869 | $ | 68,069 | ||||||||||||||||||||||||
| United States | 313,900 | 262,731 | 631,747 | 583,063 | ||||||||||||||||||||||||||||
| Germany | 69,417 | 57,383 | 148,117 | 109,624 | ||||||||||||||||||||||||||||
| Italy | 23,109 | 24,620 | 50,823 | 45,664 | ||||||||||||||||||||||||||||
| Other Europe | 163,339 | 146,731 | 315,933 | 298,404 | ||||||||||||||||||||||||||||
| Other | 117,469 | 90,832 | 246,687 | 202,227 | ||||||||||||||||||||||||||||
| Total Company | $ | 728,456 | $ | 612,781 | $ | 1,465,176 | $ | 1,307,051 | ||||||||||||||||||||||||
For the six months ended September 28, 2025, the Company did not have revenues from a single customer that amounted to 10% or more of total consolidated revenues (six months ended September 29, 2024 - revenues from a single customer amounted to 10.9%).
21
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
17. REVENUE FROM CONTRACTS WITH CUSTOMERS
(a) Revenue by type:
Three months ended | Six months ended | |||||||||||||||||||||||||||||||
September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | |||||||||||||||||||||||||||||
| Revenues from construction contracts | $ | 401,596 | $ | 317,462 | $ | 823,104 | $ | 712,455 | ||||||||||||||||||||||||
| Services rendered | 168,733 | 162,554 | 332,838 | 333,743 | ||||||||||||||||||||||||||||
| Sale of goods | 158,127 | 132,765 | 309,234 | 260,853 | ||||||||||||||||||||||||||||
| Total Company | $ | 728,456 | $ | 612,781 | $ | 1,465,176 | $ | 1,307,051 | ||||||||||||||||||||||||
(b) Disaggregation of revenue from contracts with customers:
Three months ended | Six months ended | |||||||||||||||||||||||||||||||
| Revenues by market | September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | ||||||||||||||||||||||||||||
| Life Sciences | $ | 374,458 | $ | 350,363 | $ | 753,212 | $ | 678,784 | ||||||||||||||||||||||||
| Food & Beverage | 124,773 | 93,908 | 263,228 | 190,723 | ||||||||||||||||||||||||||||
| Transportation | 44,815 | 69,220 | 104,361 | 213,644 | ||||||||||||||||||||||||||||
| Consumer Products | 133,404 | 73,486 | 257,933 | 161,230 | ||||||||||||||||||||||||||||
| Energy | 51,006 | 25,804 | 86,442 | 62,670 | ||||||||||||||||||||||||||||
| Total Company | $ | 728,456 | $ | 612,781 | $ | 1,465,176 | $ | 1,307,051 | ||||||||||||||||||||||||
Three months ended | Six months ended | |||||||||||||||||||||||||||||||
| Timing of revenue recognition based on transfer of control | September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | ||||||||||||||||||||||||||||
| Goods and services transferred at a point in time | $ | 158,127 | $ | 132,765 | $ | 309,234 | $ | 260,853 | ||||||||||||||||||||||||
| Goods and services transferred over time | 570,329 | 480,016 | 1,155,942 | 1,046,198 | ||||||||||||||||||||||||||||
| Total Company | $ | 728,456 | $ | 612,781 | $ | 1,465,176 | $ | 1,307,051 | ||||||||||||||||||||||||
(c) Contract balances:
| As at | September 28 2025 | March 31 2025 | |||||||||
| Trade receivables | $ | 565,712 | $ | 696,079 | |||||||
| Contract assets | 551,079 | 503,552 | |||||||||
| Contract liabilities | (305,733) | (330,134) | |||||||||
Unearned revenue (i) | (94,279) | (97,777) | |||||||||
| Net contract balances | $ | 716,779 | $ | 771,720 | |||||||
(i) The unearned revenue liability is included in accounts payable and accrued liabilities on the interim condensed consolidated statements of financial position.
22
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
| As at | September 28 2025 | March 31 2025 | |||||||||
| Contracts in progress: | |||||||||||
| Costs incurred | $ | 3,723,262 | $ | 4,443,488 | |||||||
| Estimated earnings | 1,235,759 | 1,467,315 | |||||||||
| 4,959,021 | 5,910,803 | ||||||||||
| Progress billings | (4,713,675) | (5,737,385) | |||||||||
| Net contract assets and liabilities | $ | 245,346 | $ | 173,418 | |||||||
18. NET FINANCE COSTS
Three months ended | Six months ended | |||||||||||||||||||||||||||||||
For the six months ended | Note | September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | |||||||||||||||||||||||||||
| Interest expense | $ | 22,885 | $ | 22,652 | $ | 47,112 | $ | 41,066 | ||||||||||||||||||||||||
| Interest on lease liabilities | 7 | 1,676 | 1,518 | 3,226 | 2,938 | |||||||||||||||||||||||||||
| Interest income | (148) | (636) | (284) | (952) | ||||||||||||||||||||||||||||
| $ | 24,413 | $ | 23,534 | $ | 50,054 | $ | 43,052 | |||||||||||||||||||||||||
19. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share
Earnings (loss) per common share is calculated by dividing earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share
The treasury stock method is used to determine the dilutive impact of stock options and RSUs. This method assumes any proceeds from the exercise of stock options and vesting of RSUs would be used to purchase common shares at the average market price during the period.
For the three months ended | September 28 2025 | September 29 2024 | |||||||||
| Weighted average number of common shares outstanding | 97,772,195 | 97,926,369 | |||||||||
| Dilutive effect of RSUs | 127,884 | 124,452 | |||||||||
| Dilutive effect of performance-based RSUs | — | 202,081 | |||||||||
| Dilutive effect of stock option conversion | 138,049 | 184,434 | |||||||||
| Diluted weighted average number of common shares outstanding | 98,038,128 | 98,437,336 | |||||||||
For the six months ended | September 28 2025 | September 29 2024 | |||||||||
| Weighted average number of common shares outstanding | 97,723,256 | 98,022,787 | |||||||||
| Dilutive effect of RSUs | 180,744 | 129,894 | |||||||||
| Dilutive effect of performance-based RSUs | — | 202,081 | |||||||||
| Dilutive effect of stock option conversion | 153,581 | 207,595 | |||||||||
| Diluted weighted average number of common shares outstanding | 98,057,581 | 98,562,357 | |||||||||
The Company presents basic and diluted earnings (loss) per share data. Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for common shares held in trust under the RSU Plans. Diluted earnings (loss) per share is determined by further
23
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
adjusting the weighted average number of common shares outstanding for the effects of all potential dilutive shares, which comprise stock options, RSUs and performance-based RSUs granted to executive officers and designated employees.
For the three and six months ended September 28, 2025, stock options to purchase 371,756 common shares, 5,352 RSUs and nil performance-based RSUs are excluded from the weighted average number of common shares in the calculation of diluted earnings per share as they are anti-dilutive (411,560 common shares, 191,414 RSUs and 337,442 performance-based RSUs were excluded for the three and six months ended September 29, 2024).
20. SUPPLEMENTAL CASH FLOW INFORMATION
The following table sets forth the supplemental cash flow information on net change in non-cash working capital:
Three months ended | Six months ended | |||||||||||||||||||||||||||||||
September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | |||||||||||||||||||||||||||||
| Accounts receivable | $ | (61,514) | $ | (17,972) | $ | 135,366 | $ | (114,832) | ||||||||||||||||||||||||
| Income tax receivable | 5,476 | (2,343) | 21,448 | (2,193) | ||||||||||||||||||||||||||||
| Contract assets | 9,242 | 136,775 | (47,527) | 115,051 | ||||||||||||||||||||||||||||
| Inventories | (10,109) | (8,377) | (396) | (17,235) | ||||||||||||||||||||||||||||
| Deposits, prepaids and other assets | 940 | 9,596 | (21,086) | 2,366 | ||||||||||||||||||||||||||||
| Accounts payable and accrued liabilities | 44,321 | (72,030) | 11,454 | (89,976) | ||||||||||||||||||||||||||||
| Income tax payable | (1,067) | (121) | 6,525 | (5,395) | ||||||||||||||||||||||||||||
| Contract liabilities | (16,916) | (120,509) | (24,401) | (67,354) | ||||||||||||||||||||||||||||
| Provisions | (4,815) | 8,700 | (7,814) | 2,477 | ||||||||||||||||||||||||||||
| Foreign exchange and other | (6,556) | (7,999) | 767 | (4,063) | ||||||||||||||||||||||||||||
| Total change in non-cash working capital | $ | (40,998) | $ | (74,280) | $ | 74,336 | $ | (181,154) | ||||||||||||||||||||||||
24
| Appendix 99.3 | ||
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Ryan McLeod, Interim Chief Executive Officer of ATS Corporation, certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of ATS Corporation ("the issuer"), for the interim period ended September 28, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
a.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
i.material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
ii.information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
b.designed ICFR, or caused it to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
5.2 ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period
a.a description of the material weakness;
b.the impact of the material weakness on the issuer's financial reporting and its ICFR; and
c.the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3 N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on June 30, 2025 and ended on September 28, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 5, 2025
/s/ “Ryan McLeod”
Ryan McLeod
Interim Chief Executive Officer
| Appendix 99.4 | ||
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Anne Cybulski, Interim Chief Financial Officer of ATS Corporation, certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A, (together, the "interim filings") of ATS Corporation ("the issuer"), for the interim period ended September 28, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
a.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
i.material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
ii.information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
b.designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
5.2 ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period
a.a description of the material weakness;
b.the impact of the material weakness on the issuer's financial reporting and its ICFR; and
c.the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3 N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on June 30, 2025 and ended on September 28, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 5, 2025
/s/ “Anne Cybulski”
Anne Cybulski
Interim Chief Financial Officer
| Appendix 99.5 | ||
ATS Reports Second Quarter Fiscal 2026 Results
11/05/2025
Cambridge, ON / BUSINESS WIRE / ATS Corporation (TSX and NYSE: ATS) ("ATS" or the "Company") today reported its financial results for the three and six months ended September 28, 2025. All references to "$" or "dollars" in this news release are to Canadian dollars unless otherwise indicated.
Second quarter highlights:
•Revenues increased 18.9% year over year to $728.5 million.
•Net income was $33.6 million compared to net loss of $0.9 million a year ago.
•Basic earnings (loss) per share were 34 cents, compared to (1) cent a year ago.
•Adjusted EBITDA1 was $103.7 million compared to $78.3 million a year ago.
•Adjusted basic earnings per share1 were 45 cents compared to 25 cents a year ago.
•Order Bookings2 were $734 million, compared to $742 million a year ago.
•Order Backlog2 was $2,070 million, 13.5% higher compared to $1,824 million a year ago.
"Today ATS reported second quarter results for fiscal '26, which reflect the strength of our business, highlighted by strong organic revenue growth and an improvement in adjusted earnings margins in line with our expectations," said Ryan McLeod, Interim Chief Executive Officer ("interim CEO"). "These results exemplify the importance of our continuous improvement culture through the ATS Business Model as we advance the business during this leadership transition period."
Year-to-date highlights:
•Revenues were $1,465.2 million compared to $1,307.1 million a year ago.
•Net income was $57.9 million compared to $34.4 million a year ago.
•Basic earnings per share were $0.59, compared to $0.35 a year ago.
•Adjusted EBITDA1 was $205.3 million compared to $184.3 million a year ago.
•Adjusted basic earnings per share1 were $0.85 compared to $0.75 a year ago.
•Order Bookings1 were $1,427 million, compared to $1,559 million a year ago.
Mr. McLeod added: "Our results this quarter reflect continued progress across our value drivers, and our backlog continues to support our plans for fiscal '26. As a decentralized organization with strong competitive differentiation in attractive markets, and an enviable culture through our ABM, we are positioned well to advance our growth strategy and create long-term value for all stakeholders."
1 Non-IFRS measure: see “Non-IFRS and Other Financial Measures”.
2 Supplementary financial measure: see “Non-IFRS and Other Financial Measures”.
2 Supplementary financial measure: see “Non-IFRS and Other Financial Measures”.
Financial results
(In millions of dollars, except per share and margin data)
Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Variance | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | Variance | |||||||||||||||||||||||||||
| Revenues | $ | 728.5 | $ | 612.8 | 18.9% | $ | 1,465.2 | $ | 1,307.1 | 12.1% | ||||||||||||||||||||||
Net income (loss) | $ | 33.6 | $ | (0.9) | 3,833.3% | $ | 57.9 | $ | 34.4 | 68.3% | ||||||||||||||||||||||
Adjusted earnings from operations1 | $ | 79.1 | $ | 56.5 | 40.0% | $ | 157.7 | $ | 142.6 | 10.6% | ||||||||||||||||||||||
Adjusted earnings from operations margin2 | 10.9% | 9.2% | 164bps | 10.8% | 10.9% | (15)bps | ||||||||||||||||||||||||||
Adjusted EBITDA1 | $ | 103.7 | $ | 78.3 | 32.4% | $ | 205.3 | $ | 184.3 | 11.4% | ||||||||||||||||||||||
Adjusted EBITDA margin2 | 14.2% | 12.8% | 146bps | 14.0% | 14.1% | (9)bps | ||||||||||||||||||||||||||
Basic earnings (loss) per share | $ | 0.34 | $ | (0.01) | 3,500.0% | $ | 0.59 | $ | 0.35 | 68.6% | ||||||||||||||||||||||
Adjusted basic earnings per share1 | $ | 0.45 | $ | 0.25 | 80.0% | $ | 0.85 | $ | 0.75 | 13.3% | ||||||||||||||||||||||
Order Bookings3 | $ | 734 | $ | 742 | (1.1)% | $ | 1,427 | $ | 1,559 | (8.5)% | ||||||||||||||||||||||
| As At | September 28 2025 | September 29 2024 | Variance | ||||||||||||||
Order Backlog3 | $ | 2,070 | $ | 1,824 | 13.5% | ||||||||||||
1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures".
2Non-IFRS ratio - See "Non-IFRS and Other Financial Measures".
3Supplementary financial measure - See "Non-IFRS and Other Financial Measures".
Leadership Transition
The ATS Board continues to advance its thorough search for a permanent CEO. During this transition period, Mr. McLeod and ATS’ senior leadership team remain focused on executing the Company’s value creation strategy, as reflected in the strong results delivered this quarter.
Second quarter summary
Second quarter of fiscal 2026 revenues were 18.9% or $115.7 million higher than in the corresponding period a year ago, primarily due to a year-over-year increase in organic revenues (revenues excluding contributions from acquired companies and foreign exchange translation) of 12.6%, alongside a 3.9% positive impact of foreign exchange translation and a 2.4% increase from revenues earned by acquired companies. Revenues generated from construction contracts increased 26.5% or $84.1 million from the prior period primarily due to organic revenue growth on higher Order Backlog entering the period, and the positive impact of foreign exchange translation. Revenues from services increased 3.9% or $6.3 million, primarily due to the positive impact of foreign exchange translation. Revenues from the sale of goods increased 19.1% or $25.3 million primarily due to revenues earned by acquired companies of $11.4 million, in addition organic revenue growth and the positive impact of foreign exchange translation.
By market, revenues generated in life sciences increased $24.1 million or 6.9% year over year. This was primarily due to the positive impact of foreign exchange translation, in addition to contributions from acquisitions totalling $11.2 million. Revenues generated in food & beverage increased $30.9 million or 32.9% from the corresponding period last year due to organic revenue growth on higher Order Backlog entering the quarter, in addition to the positive impact of foreign exchange translation, and contributions from acquisitions. Revenues generated in consumer products increased $59.9 million or 81.5% year over year primarily due to organic revenue growth on higher Order Backlog entering the quarter. Revenues in transportation decreased $24.4 million or 35.3% year over year due to lower Order Backlog entering the quarter, as the prior year included several large EV projects prior to the removal of Order Backlog related to the Company's disagreement with one of its EV customers (as disclosed previously in the fiscal 2025 MD&A). Revenues in energy increased $25.2 million or 97.7% year over year due to organic revenue growth on higher Order Backlog entering the quarter.
Net income for the second quarter of fiscal 2026 was $33.6 million (34 cents per share basic), compared to a net loss of $0.9 million ((1) cent per share basic) for the second quarter of fiscal 2025. The increase primarily reflected higher revenues. Adjusted basic earnings per share were 45 cents compared to 25 cents in the second quarter of fiscal 2025.
Depreciation and amortization expense was $39.4 million in the second quarter of fiscal 2026, compared to $39.2 million a year ago.
EBITDA was $114.6 million (15.7% EBITDA margin) in the second quarter of fiscal 2026 compared to $61.4 million (10.0% EBITDA margin) in the second quarter of fiscal 2025. EBITDA for the second quarter of fiscal 2026 included $0.1 million of incremental costs related to acquisition activity, $7.3 million stock-based recovery associated with forfeiture of the former CEO's unvested awards, and a $3.7 million recovery of stock-based compensation due to revaluation of cash settled awards. EBITDA for the corresponding period in the prior year included $17.1 million of restructuring charges, $0.9 million of incremental costs related to acquisition activity, $0.8 million of acquisition-related fair value adjustments to acquired inventories, and a $1.9 million recovery of stock-based compensation revaluation expenses. Excluding these amounts, adjusted EBITDA was $103.7 million (14.2% adjusted EBITDA margin), compared to $78.3 million (12.8% adjusted EBITDA margin) for the corresponding period in the prior year. Higher adjusted EBITDA primarily reflected increased revenues.
Order Backlog Continuity
(In millions of dollars)
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
Opening Order Backlog | $ | 2,068 | $ | 1,882 | $ | 2,139 | $ | 1,793 | |||||||||||||||
Revenues | (728) | (613) | (1,465) | (1,307) | |||||||||||||||||||
Order Bookings | 734 | 742 | 1,427 | 1,559 | |||||||||||||||||||
Order Backlog adjustments1 | (4) | (187) | (31) | (221) | |||||||||||||||||||
Total | $ | 2,070 | $ | 1,824 | $ | 2,070 | $ | 1,824 | |||||||||||||||
1Order Backlog adjustments include incremental Order Backlog of acquired companies ($12 million with Paxiom Group ("Paxiom") in the three and six months ended September 29, 2024), foreign exchange adjustments, scope changes, and cancellations.
Order Bookings
Second quarter of fiscal 2026 Order Bookings were $734 million, a 1.1% year-over-year decrease, reflecting a 6.4% decline in organic Order Bookings, partially offset by 2.0% of growth in Order Bookings attributable to acquired companies and 3.3% from the positive impact of foreign exchange translation. By market, Order Bookings in life sciences decreased compared to the prior-year period primarily due to the prior-year period including several large enterprise Order Bookings, reflecting normal variability. Order Bookings in food & beverage increased compared to the prior-year period primarily due to contributions from acquired companies, in addition to the positive impact of foreign exchange translation. Order Bookings in consumer products increased from the prior period primarily due to timing of customer projects. Order Bookings in transportation increased due to the timing of customer projects. Order Bookings in energy increased compared to the prior-year period primarily due to nuclear refurbishment customer projects.
Trailing twelve month book-to-bill ratio at September 28, 2025 was 1.12:1. Book-to-bill ratio, Order Bookings and organic Order Bookings growth are supplementary financial measures - see "Non-IFRS and Other Financial Measures.
Backlog
At September 28, 2025, Order Backlog was $2,070 million, 13.5% higher than at September 29, 2024, on account of higher Order Backlog in all markets except for transportation.
Outlook
The life sciences funnel remains strong and diversified, with opportunities in strategic submarkets such as pharmaceuticals, radiopharmaceuticals, and medical devices. Management continues to identify opportunities with both new and existing customers, including those who produce auto-injectors and wearable devices for diabetes and obesity treatments, diagnostic and therapeutic radiopharmaceuticals, contact lenses and pre-filled syringes, automated pharmacy solutions, as well as opportunities to provide life science solutions that leverage integrated capabilities from across ATS. ATS serves customers in laboratory research where government funding in the U.S. currently faces challenges. However, management has not seen a material impact on its overall life sciences funnel activity. Funnel activity in food & beverage remains strong. The Company continues to benefit from strong brand recognition within global tomato processing, as well as other soft fruits and vegetable processing industries. There is also continued demand for automated solutions within the food & beverage market more broadly, in areas such as secondary processing and packaging. Funnel activity in consumer products is stable, although discretionary spending by consumers, influenced by factors such as inflationary pressures, may impact timing of some customer investments in the Company's solutions. In transportation, the funnel consists of smaller opportunities relative to the size of Order Bookings in fiscal years 2023 and 2024. ATS is positioned to deploy its specialized capabilities, including in electric vehicle ("EV") battery assembly, to support customers as opportunities arise. Funnel activity in energy remains strong and includes longer-term opportunities in the nuclear industry. The Company is focused on clean energy applications including solutions for the refurbishment of nuclear power plants, early participation in the new reactor build market, including small modular reactors, and grid battery storage.
Customers seeking to de-risk or enhance supply chain resiliency, address skilled worker shortages or combat higher labour costs present ongoing and future opportunities for ATS. Management believes that the underlying trends driving customer demand for ATS solutions, including rising labour constraints, production onshoring or reshoring and the need for scalable, high-quality, energy-efficient production, remain favourable. In addition, funnel growth in markets where sustainability requirements are a focus for customers — including nuclear and grid battery storage, as well as consumer goods packaging — provides ATS with opportunities to use its capabilities to respond to customer needs, including global and regional requirements to reduce carbon emissions.
Order Backlog of $2,070 million is expected to help mitigate some of the impact of quarterly variability in Order Bookings on revenues in the short term. The Company's Order Backlog includes several large enterprise programs that have longer periods of performance and therefore longer revenue recognition cycles, particularly in life sciences. In the third quarter of fiscal 2026, management expects to generate revenues in the range of $700 million to $740 million. This estimate is calculated each quarter based on management's assessment of project schedules across all customer contracts in Order Backlog, expectations for faster-turn product and services revenues, expected delivery timing of third-party equipment and operational capacity.
Supplier lead times are generally acceptable across key categories; however, inflationary or other cost increases (see "Tariffs"), and price and lead-time volatility may continue to disrupt the timing and progress of the Company's margin expansion efforts and may affect revenue recognition. Over time, achieving management's margin target assumes that the Company will successfully implement its margin expansion initiatives, and that such initiatives will result in improvements to its adjusted earnings from operations margin that offset these shorter-term pressures (see "Forward-Looking
Statements" for a description of the risks underlying the achievement of the margin target in future periods).
The timing and geographies of customer capital expenditure decisions on larger opportunities can cause variability in Order Bookings from quarter to quarter (see "Tariffs"). Revenues in a given period are dependent on a combination of the volume of outstanding projects the Company is contracted to perform, the size and duration of those projects, and the timing of project activities including design, assembly, testing, and installation. Given the specialized nature of the Company's offerings, the size and scope of projects vary based on customer needs. The Company seeks to achieve revenue growth organically and by identifying strategic acquisition opportunities that provide access to attractive end-markets and new products and technologies and deliver hurdle-rate returns. After-sales revenues and reoccurring revenues, which ATS defines as revenues from ancillary products and services associated with equipment sales, and revenues from customers who purchase non-customized ATS product at regular intervals, are expected to provide some balance to customers' capital expenditure cycles.
The Company continues to target improvements in non-cash working capital. Over the long term, the Company expects to continue investing in non-cash working capital to support growth, with some fluctuations expected on a quarter-over-quarter basis. The Company's long-term goal is to maintain its investment in non-cash working capital as a percentage of annualized revenues below 15%. The Company expects that continued cash flows from operations, together with cash and cash equivalents on hand and credit available under operating and long-term credit facilities will be sufficient to fund its requirements for investments in non-cash working capital and capital assets, and to fund strategic investment plans including some potential acquisitions. Acquisitions could result in additional debt or equity financing requirements for the Company. Non-cash working capital as a percentage of revenues is a non-IFRS ratio — see "Non-IFRS and Other Financial Measures."
The Company continues to make progress in line with its plans to integrate acquired companies, and expects to realize cost and revenue synergies consistent with announced integration plans.
Reorganization Activity
The Company periodically undertakes reviews of its operations to ensure alignment with strategic market opportunities. As a part of this review, the Company has identified an opportunity to improve the cost structure of the organization to reallocate resources to strategic focus areas and improve operational efficiencies. Actions are expected to begin in the third quarter of fiscal 2026 and continue to the end of the fiscal year. The Company anticipates total restructuring expenses to be approximately $15 million.
Tariffs
The majority of the Company's shipments from Canada into the U.S. fall within the current terms of the US-Mexico-Canada trade agreement ("USMCA"). However, the U.S. has imposed tariffs on certain goods from various jurisdictions globally, including Canada, and counter-tariffs have also been enacted. Management continues to actively monitor the situation and is taking steps to mitigate risks where possible and is continuing to offer support to customers based on their needs, which may include onshoring or reshoring production. Supply chain impacts resulting from shifting trade dynamics have been largely mitigated through alternative sourcing, along with pricing strategies. While the Company could see impacts over time arising from unmitigated costs related to the tariffs themselves, potential supplier price increases, and the timing and geographic shifts in customers' capital deployment, ATS'
global footprint and decentralized operating model, supported by the ABM, provide some flexibility to address potential disruptions over the long term. On a trailing twelve month basis, the Company's equipment and product adjusted revenues from its Canadian and European operations being sold into the U.S. remained consistent with the range previously disclosed (just over 20% of the Company's total adjusted revenues for the year ended March 31, 2025).
Quarterly Conference Call
ATS will host a conference call and webcast at 8:30 a.m. eastern time on Wednesday, November 5, 2025 to discuss its quarterly results. The listen-only webcast can be accessed live at www.atsautomation.com. The listen-only webcast can be accessed at https://events.q4inc.com/attendee/773001329 and the conference call can be accessed by dialing (888) 660-6652 five minutes prior and quoting reference number 8782510. A replay of the conference will be available on the ATS website following the call. Alternatively, a telephone recording of the call will be available for one week (until midnight November 12, 2025) by dialing (800) 770-2030 and using the access code 8782510.
About ATS
ATS Corporation is an industry-leading automation solutions provider to many of the world's most successful companies. ATS uses its extensive knowledge base and global capabilities in custom automation, repeat automation, automation products and value-added solutions including pre-automation and after-sales services, to address the sophisticated manufacturing automation systems and service needs of multinational customers in markets such as life sciences, transportation, food & beverage, consumer products, and energy. Founded in 1978, ATS employs approximately 7,500 people at more than 65 manufacturing facilities and over 85 offices in North America, Europe, Asia and Oceania. The Company's common shares are traded on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the symbol ATS. Visit the Company's website at www.atsautomation.com.
| For more information, contact: | For general media inquiries, contact: | ||||
| David Ocampo | Matthew Robinson | ||||
| Head of Investor Relations | Director, Corporate Affairs & Communications | ||||
| ATS Corporation | ATS Corporation | ||||
| 730 Fountain Street North | 730 Fountain Street North | ||||
| Cambridge, ON, N3H 4R7 | Cambridge, ON, N3H 4R7 | ||||
| (519) 653-6500 | (519) 653-6500 | ||||
| docampo@atsautomation.com | mrobinson@atsautomation.com | ||||
SOURCE: ATS Corporation
Consolidated Revenues
(In millions of dollars)
| Revenues by type | Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | |||||||||||||||||||
Revenues from construction contracts | $ | 401.6 | $ | 317.5 | $ | 823.1 | $ | 712.5 | |||||||||||||||
Services rendered | 168.8 | 162.5 | 332.9 | 333.7 | |||||||||||||||||||
| Sale of goods | 158.1 | 132.8 | 309.2 | 260.9 | |||||||||||||||||||
| Total revenues | $ | 728.5 | $ | 612.8 | $ | 1,465.2 | $ | 1,307.1 | |||||||||||||||
| Revenues by market | Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | |||||||||||||||||||
| Life Sciences | $ | 374.5 | $ | 350.4 | $ | 753.2 | $ | 678.8 | |||||||||||||||
| Food & Beverage | 124.8 | 93.9 | 263.2 | 190.7 | |||||||||||||||||||
| Consumer Products | 133.4 | 73.5 | 258.0 | 161.2 | |||||||||||||||||||
| Transportation | 44.8 | 69.2 | 104.4 | 213.7 | |||||||||||||||||||
| Energy | 51.0 | 25.8 | 86.4 | 62.7 | |||||||||||||||||||
| Total revenues | $ | 728.5 | $ | 612.8 | $ | 1,465.2 | $ | 1,307.1 | |||||||||||||||
Consolidated Operating Results
(In millions of dollars)
(In millions of dollars)
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
| Earnings from operations | $ | 75.2 | $ | 22.2 | $ | 133.0 | $ | 89.8 | |||||||||||||||
| Amortization of acquisition-related intangible assets | 14.8 | 17.4 | 29.2 | 35.0 | |||||||||||||||||||
| Acquisition-related transaction costs | 0.1 | 0.9 | 0.4 | 2.2 | |||||||||||||||||||
| Acquisition-related inventory fair value charges | — | 0.8 | — | 1.7 | |||||||||||||||||||
| Restructuring charges | — | 17.1 | 2.5 | 17.1 | |||||||||||||||||||
Stock-based compensation forfeiture2 | (7.3) | — | (7.3) | — | |||||||||||||||||||
| Mark to market portion of stock-based compensation | (3.7) | (1.9) | (0.1) | (3.2) | |||||||||||||||||||
Adjusted earnings from operations1 | $ | 79.1 | $ | 56.5 | $ | 157.7 | $ | 142.6 | |||||||||||||||
1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures".
2Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
| Earnings from operations | $ | 75.2 | $ | 22.2 | $ | 133.0 | $ | 89.8 | |||||||||||||||
| Depreciation and amortization | 39.4 | 39.2 | 76.8 | 76.7 | |||||||||||||||||||
EBITDA1 | $ | 114.6 | $ | 61.4 | $ | 209.8 | $ | 166.5 | |||||||||||||||
| Restructuring charges | — | 17.1 | 2.5 | 17.1 | |||||||||||||||||||
| Acquisition-related transaction costs | 0.1 | 0.9 | 0.4 | 2.2 | |||||||||||||||||||
| Acquisition-related inventory fair value charges | — | 0.8 | — | 1.7 | |||||||||||||||||||
Stock-based compensation forfeiture2 | (7.3) | — | (7.3) | — | |||||||||||||||||||
| Mark to market portion of stock-based compensation | (3.7) | (1.9) | (0.1) | (3.2) | |||||||||||||||||||
Adjusted EBITDA1 | $ | 103.7 | $ | 78.3 | $ | 205.3 | $ | 184.3 | |||||||||||||||
1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures".
2Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
Order Backlog by Market
(In millions of dollars)
| As at | September 28 2025 | September 29 2024 | |||||||||
| Life Sciences | $ | 1,144 | $ | 1,132 | |||||||
Food & Beverage | 218 | 210 | |||||||||
| Consumer Products | 245 | 166 | |||||||||
| Transportation | 186 | 207 | |||||||||
| Energy | 277 | 109 | |||||||||
Total | $ | 2,070 | $ | 1,824 | |||||||
Reconciliation of Non-IFRS Measures to IFRS Measures
(In millions of dollars, except per share data)
The following table reconciles adjusted EBITDA and EBITDA to the most directly comparable IFRS measure (net income (loss)):
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 103.7 | $ | 78.3 | $ | 205.3 | $ | 184.3 | |||||||||||||||||||||
| Less: restructuring charges | — | 17.1 | 2.5 | 17.1 | |||||||||||||||||||||||||
| Less: acquisition-related transaction costs | 0.1 | 0.9 | 0.4 | 2.2 | |||||||||||||||||||||||||
| Less: acquisition-related inventory fair value charges | — | 0.8 | — | 1.7 | |||||||||||||||||||||||||
Less: Stock-based compensation forfeiture1 | (7.3) | — | (7.3) | — | |||||||||||||||||||||||||
| Less: mark to market portion of stock-based compensation | (3.7) | (1.9) | (0.1) | (3.2) | |||||||||||||||||||||||||
| EBITDA | $ | 114.6 | $ | 61.4 | $ | 209.8 | $ | 166.5 | |||||||||||||||||||||
| Less: depreciation and amortization expense | 39.4 | 39.2 | 76.8 | 76.7 | |||||||||||||||||||||||||
| Earnings from operations | $ | 75.2 | $ | 22.2 | $ | 133.0 | $ | 89.8 | |||||||||||||||||||||
| Less: net finance costs | 24.4 | 23.5 | 50.0 | 43.1 | |||||||||||||||||||||||||
| Less: provision for income taxes | 17.2 | (0.4) | 25.1 | 12.3 | |||||||||||||||||||||||||
| Net income (loss) | $ | 33.6 | $ | (0.9) | $ | 57.9 | $ | 34.4 | |||||||||||||||||||||
1Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
The following table reconciles adjusted earnings from operations, adjusted net income, and adjusted basic earnings per share to the most directly comparable IFRS measures (net income and basic earnings per share):
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings from operations | Finance costs | Provision for income taxes | Net income | Basic EPS | Earnings from operations | Finance costs | Recovery of income taxes | Net loss | Basic EPS | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported (IFRS) | $ | 75.2 | $ | (24.4) | $ | (17.2) | $ | 33.6 | $ | 0.34 | $ | 22.2 | $ | (23.5) | $ | 0.4 | $ | (0.9) | $ | (0.01) | |||||||||||||||||||||||||||||||||||||||
| Amortization of acquisition- related intangibles | 14.8 | — | — | 14.8 | 0.15 | 17.4 | — | — | 17.4 | 0.18 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Restructuring charges | — | — | — | — | — | 17.1 | — | — | 17.1 | 0.17 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related inventory fair value charges | — | — | — | — | — | 0.8 | — | — | 0.8 | 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related transaction costs | 0.1 | — | — | 0.1 | — | 0.9 | — | — | 0.9 | 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation forfeiture1 | (7.3) | — | — | (7.3) | (0.07) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mark to market portion of stock-based compensation | (3.7) | — | — | (3.7) | (0.04) | (1.9) | — | — | (1.9) | (0.02) | |||||||||||||||||||||||||||||||||||||||||||||||||
Adjustment to provision for (recovery of) income taxes2 | — | — | 6.1 | 6.1 | 0.07 | — | — | (9.0) | (9.0) | (0.09) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted (non-IFRS) | $ | 79.1 | $ | 43.6 | $ | 0.45 | $ | 56.5 | $ | 24.4 | $ | 0.25 | |||||||||||||||||||||||||||||||||||||||||||||||
1Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
2Adjustments to provision for (recovery of) income taxes includes an additional $0.9 million (September 29, 2024 - $9.0 million) relating to the income tax effects of adjusting items that are excluded for the purposes of calculating non-IFRS based adjusted net income, in addition to an adjusting item of ($5.4) million relating to the impact on deferred income tax assets arising from a tax rate change, and ($1.6) million of additional income tax provision related to the departure of the Company's former CEO within the quarter.
Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings from operations | Finance costs | Provision for income taxes | Net income | Basic EPS | Earnings from operations | Finance costs | Provision for income taxes | Net income | Basic EPS | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported (IFRS) | $ | 133.0 | $ | (50.0) | $ | (25.1) | $ | 57.9 | $ | 0.59 | $ | 89.8 | $ | (43.1) | $ | (12.3) | $ | 34.4 | $ | 0.35 | |||||||||||||||||||||||||||||||||||||||
| Amortization of acquisition- related intangibles | 29.2 | — | — | 29.2 | 0.30 | 35.0 | — | — | 35.0 | 0.36 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Restructuring charges | 2.5 | — | — | 2.5 | 0.03 | 17.1 | — | — | 17.1 | 0.17 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related fair value inventory charges | — | — | — | — | — | 1.7 | — | — | 1.7 | 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related transaction costs | 0.4 | — | — | 0.4 | — | 2.2 | — | — | 2.2 | 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation forfeiture | (7.3) | — | — | (7.3) | (0.08) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mark to market portion of stock-based compensation | (0.1) | — | — | (0.1) | — | (3.2) | — | — | (3.2) | (0.03) | |||||||||||||||||||||||||||||||||||||||||||||||||
Adjustment to provision for income taxes2 | — | — | 0.9 | 0.9 | 0.01 | — | — | (13.7) | (13.7) | (0.14) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted (non-IFRS) | $ | 157.7 | $ | 83.5 | $ | 0.85 | $ | 142.6 | $ | 73.5 | $ | 0.75 | |||||||||||||||||||||||||||||||||||||||||||||||
1Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
2Adjustments to provision for income taxes includes an additional $6.1 million (September 29, 2024 - $13.7 million) relating to the income tax effects of adjusting items that are excluded for the purposes of calculating non-IFRS based adjusted net income, in addition to an adjusting item of ($5.4) million relating to the impact on deferred income tax assets arising from a tax rate change, and ($1.6) million of additional income tax provision related to the departure of the Company's former CEO within the quarter.
The following table reconciles organic revenue to the most directly comparable IFRS measure (revenues):
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
| Organic revenue | $ | 689.9 | $ | 562.6 | $ | 1,375.6 | $ | 1,220.7 | |||||||||||||||
| Revenues of acquired companies | 14.6 | 40.8 | 43.1 | 70.8 | |||||||||||||||||||
| Impact of foreign exchange rate changes | 24.0 | 9.4 | 46.5 | 15.6 | |||||||||||||||||||
| Total revenues | $ | 728.5 | $ | 612.8 | $ | 1,465.2 | $ | 1,307.1 | |||||||||||||||
| Organic revenue growth | 12.6% | 5.2% | |||||||||||||||||||||
The following table reconciles non-cash working capital as a percentage of revenues to the most directly comparable IFRS measures:
| As at | September 28, 2025 | March 31, 2025 | |||||||||
| Accounts receivable | $ | 584.1 | $ | 719.4 | |||||||
| Income tax receivable | 10.6 | 32.1 | |||||||||
| Contract assets | 551.1 | 503.6 | |||||||||
| Inventories | 320.6 | 320.2 | |||||||||
| Deposits, prepaids and other assets | 124.7 | 104.2 | |||||||||
| Accounts payable and accrued liabilities | (680.4) | (665.1) | |||||||||
| Income tax payable | (46.6) | (40.1) | |||||||||
| Contract liabilities | (305.7) | (330.1) | |||||||||
| Provisions | (22.5) | (30.0) | |||||||||
| Non-cash working capital | $ | 535.9 | $ | 614.2 | |||||||
| Trailing six-month revenues annualized | $ | 2,930.3 | $ | 2,746.1 | |||||||
| Working capital % | 18.3% | 22.4% | |||||||||
The following table reconciles net debt to the most directly comparable IFRS measures:
| As at | September 28, 2025 | March 31, 2025 | |||||||||
| Cash and cash equivalents | $ | 197.3 | $ | 225.9 | |||||||
| Bank indebtedness | (7.3) | (27.3) | |||||||||
| Current portion of lease liabilities | (34.7) | (32.7) | |||||||||
| Current portion of long-term debt | (0.2) | (0.2) | |||||||||
| Long-term lease liabilities | (100.6) | (96.7) | |||||||||
| Long-term debt | (1,392.9) | (1,543.5) | |||||||||
| Net Debt | $ | (1,338.4) | $ | (1,474.5) | |||||||
| Pro Forma Adjusted EBITDA (TTM) | $ | 389.8 | $ | 374.4 | |||||||
| Net Debt to Pro Forma Adjusted EBITDA | 3.4x | 3.9x | |||||||||
The following table reconciles free cash flow to the most directly comparable IFRS measures:
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
| Cash flows provided by (used in) operating activities | $ | 28.5 | $ | (44.8) | $ | 184.3 | $ | (80.2) | |||||||||||||||
| Acquisition of property, plant and equipment | (8.1) | (8.1) | (15.2) | (15.2) | |||||||||||||||||||
| Acquisition of intangible assets | (10.2) | (8.7) | (19.5) | (17.5) | |||||||||||||||||||
| Free cash flow | $ | 10.2 | $ | (61.6) | $ | 149.6 | $ | (112.9) | |||||||||||||||
Certain non-IFRS financial measures exclude the impact on stock-based compensation expense of the revaluation of restricted share units ("RSUs") and deferred share units ("DSUs") resulting specifically from the change in market price of the Company's common shares between periods. Management believes the adjustment provides further insight into the Company's performance.
The following table reconciles total stock-based compensation expense to its components:
| (in millions of dollars) | Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | |||||||||||||||||||||||||||||||||||||||
| Total stock-based compensation expense (recovery) | $ | (6.7) | $ | 8.4 | $ | (2.3) | $ | 5.1 | $ | 2.7 | $ | 3.7 | $ | (4.3) | $ | 4.7 | |||||||||||||||||||||||||||||||
Less: stock-based compensation forfeiture1 | (7.3) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Less: Mark to market portion of stock-based compensation | (3.7) | 3.6 | (3.4) | 1.4 | (1.9) | (1.3) | (8.5) | (0.6) | |||||||||||||||||||||||||||||||||||||||
| Base stock-based compensation expense | $ | (3.0) | $ | 4.8 | $ | 1.1 | $ | 3.7 | $ | 4.6 | $ | 5.0 | $ | 4.2 | $ | 5.3 | |||||||||||||||||||||||||||||||
1.Reversal of previously recorded stock-based compensation expense due to the departure of the Company's former CEO within the quarter.
INVESTMENTS, LIQUIDITY, CASH FLOW AND FINANCIAL RESOURCES
(In millions of dollars, except ratios)
(In millions of dollars, except ratios)
| As at | September 28, 2025 | March 31, 2025 | |||||||||
| Cash and cash equivalents | $ | 197.3 | $ | 225.9 | |||||||
Debt-to-equity ratio1 | 0.97:1 | 1.10:1 | |||||||||
1Debt is calculated as bank indebtedness, long-term debt and lease liabilities. Equity is calculated as total equity less accumulated other comprehensive income.
| Three Months Ended September 28, 2025 | Three Months Ended September 29, 2024 | Six Months Ended September 28, 2025 | Six Months Ended September 29, 2024 | ||||||||||||||||||||
| Cash, beginning of period | $ | 188.6 | $ | 185.1 | $ | 225.9 | $ | 170.2 | |||||||||||||||
| Total cash provided by (used in): | |||||||||||||||||||||||
| Operating activities | 28.5 | (44.8) | 184.3 | (80.2) | |||||||||||||||||||
| Investing activities | (18.4) | (198.2) | (34.6) | (213.6) | |||||||||||||||||||
| Financing activities | (2.7) | 301.1 | (179.6) | 366.3 | |||||||||||||||||||
| Net foreign exchange difference | 1.3 | 3.7 | 1.3 | 4.2 | |||||||||||||||||||
| Cash, end of period | $ | 197.3 | $ | 246.9 | $ | 197.3 | $ | 246.9 | |||||||||||||||
ATS CORPORATION
Interim Condensed Consolidated Statements of Financial Position
(in thousands of Canadian dollars - unaudited)
| As at | September 28 2025 | March 31 2025 | |||||||||||||||
| ASSETS | |||||||||||||||||
Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | 197,312 | $ | 225,947 | |||||||||||||
| Accounts receivable | 584,069 | 719,435 | |||||||||||||||
| Income tax receivable | 10,617 | 32,065 | |||||||||||||||
| Contract assets | 551,079 | 503,552 | |||||||||||||||
| Inventories | 320,568 | 320,172 | |||||||||||||||
Deposits, prepaids and other assets | 124,723 | 104,179 | |||||||||||||||
| 1,788,368 | 1,905,350 | ||||||||||||||||
| Non-current assets | |||||||||||||||||
Property, plant and equipment | 321,817 | 325,048 | |||||||||||||||
| Right-of-use assets | 128,069 | 122,291 | |||||||||||||||
| Long-term deposits | 4,614 | 4,992 | |||||||||||||||
| Other assets | 2,532 | 7,062 | |||||||||||||||
| Goodwill | 1,410,549 | 1,394,576 | |||||||||||||||
| Intangible assets | 734,229 | 758,531 | |||||||||||||||
| Deferred income tax assets | 109,370 | 104,022 | |||||||||||||||
| 2,711,180 | 2,716,522 | ||||||||||||||||
| Total assets | $ | 4,499,548 | $ | 4,621,872 | |||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||
| Current liabilities | |||||||||||||||||
Bank indebtedness | $ | 7,255 | $ | 27,271 | |||||||||||||
| Accounts payable and accrued liabilities | 680,401 | 665,109 | |||||||||||||||
| Income tax payable | 46,598 | 40,073 | |||||||||||||||
| Contract liabilities | 305,733 | 330,134 | |||||||||||||||
| Provisions | 22,517 | 29,960 | |||||||||||||||
| Current portion of lease liabilities | 34,665 | 32,694 | |||||||||||||||
| Current portion of long-term debt | 176 | 219 | |||||||||||||||
| 1,097,345 | 1,125,460 | ||||||||||||||||
| Non-current liabilities | |||||||||||||||||
Employee benefits | 26,693 | 25,805 | |||||||||||||||
| Long-term provisions | 629 | 1,000 | |||||||||||||||
| Long-term lease liabilities | 100,582 | 96,699 | |||||||||||||||
| Long-term debt | 1,392,855 | 1,543,459 | |||||||||||||||
| Deferred income tax liabilities | 83,906 | 100,573 | |||||||||||||||
| Other long-term liabilities | 26,510 | 19,519 | |||||||||||||||
| 1,631,175 | 1,787,055 | ||||||||||||||||
| Total liabilities | $ | 2,728,520 | $ | 2,912,515 | |||||||||||||
| EQUITY | |||||||||||||||||
Share capital | $ | 851,001 | $ | 842,015 | |||||||||||||
| Contributed surplus | 26,939 | 36,539 | |||||||||||||||
| Accumulated other comprehensive income | 183,092 | 166,855 | |||||||||||||||
| Retained earnings | 708,254 | 660,368 | |||||||||||||||
| Equity attributable to shareholders | 1,769,286 | 1,705,777 | |||||||||||||||
| Non-controlling interests | 1,742 | 3,580 | |||||||||||||||
| Total equity | 1,771,028 | 1,709,357 | |||||||||||||||
| Total liabilities and equity | $ | 4,499,548 | $ | 4,621,872 | |||||||||||||
Please refer to complete Interim Condensed Consolidated Financial Statements for supplemental notes which can be found on the Company’s profile on SEDAR+ at www.sedarplus.com, the Company's profile on the U.S. Securities and Exchange Commission's website at www.sec.gov, and on the Company’s website at www.atsautomation.com.
ATS CORPORATION
Interim Condensed Consolidated Statements of Income (Loss)
(in thousands of Canadian dollars, except per share amounts - unaudited)
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | ||||||||||||||||||||||||||||||||
Revenues | $ | 728,456 | $ | 612,781 | $ | 1,465,176 | $ | 1,307,051 | |||||||||||||||||||||||||||
| Operating costs and expenses | |||||||||||||||||||||||||||||||||||
Cost of revenues | 510,581 | 432,509 | 1,027,451 | 920,132 | |||||||||||||||||||||||||||||||
| Selling, general and administrative | 149,372 | 138,329 | 300,507 | 273,660 | |||||||||||||||||||||||||||||||
| Restructuring costs | — | 17,075 | 2,493 | 17,075 | |||||||||||||||||||||||||||||||
| Stock-based compensation (recovery) | (6,740) | 2,700 | 1,699 | 6,423 | |||||||||||||||||||||||||||||||
| Earnings from operations | 75,243 | 22,168 | 133,026 | 89,761 | |||||||||||||||||||||||||||||||
| Net finance costs | 24,413 | 23,534 | 50,054 | 43,052 | |||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 50,830 | (1,366) | 82,972 | 46,709 | |||||||||||||||||||||||||||||||
| Income tax expense (recovery) | 17,192 | (447) | 25,068 | 12,301 | |||||||||||||||||||||||||||||||
| Net income (loss) | $ | 33,638 | $ | (919) | $ | 57,904 | $ | 34,408 | |||||||||||||||||||||||||||
| Attributable to | |||||||||||||||||||||||||||||||||||
Shareholders | $ | 33,679 | $ | (887) | $ | 57,796 | $ | 34,395 | |||||||||||||||||||||||||||
| Non-controlling interests | (41) | (32) | 108 | 13 | |||||||||||||||||||||||||||||||
| $ | 33,638 | $ | (919) | $ | 57,904 | $ | 34,408 | ||||||||||||||||||||||||||||
| Earnings (loss) per share attributable to shareholders | |||||||||||||||||||||||||||||||||||
| Basic and diluted | $ | 0.34 | $ | (0.01) | $ | 0.59 | $ | 0.35 | |||||||||||||||||||||||||||
Please refer to complete Interim Condensed Consolidated Financial Statements for supplemental notes which can be found on the Company’s profile on SEDAR+ at www.sedarplus.com, the Company's profile on the U.S. Securities and Exchange Commission's website at www.sec.gov, and on the Company’s website at www.atsautomation.com.
ATS CORPORATION
Interim Condensed Consolidated Statements of Cash Flows
(in thousands of Canadian dollars - unaudited)
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
September 28 2025 | September 29 2024 | September 28 2025 | September 29 2024 | ||||||||||||||||||||||||||||||||
| Operating activities | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 33,638 | $ | (919) | $ | 57,904 | $ | 34,408 | |||||||||||||||||||||||||||
| Items not involving cash | |||||||||||||||||||||||||||||||||||
| Depreciation of property, plant and equipment | 8,616 | 8,977 | 17,020 | 16,748 | |||||||||||||||||||||||||||||||
| Amortization of right-of-use assets | 9,848 | 8,322 | 18,801 | 16,404 | |||||||||||||||||||||||||||||||
| Amortization of intangible assets | 20,967 | 21,979 | 40,924 | 43,568 | |||||||||||||||||||||||||||||||
| Deferred income taxes | (3,256) | (10,882) | (25,270) | (15,778) | |||||||||||||||||||||||||||||||
| Other items not involving cash | 3,178 | (1,261) | (265) | (1,061) | |||||||||||||||||||||||||||||||
| Stock-based compensation | (3,502) | 3,223 | 823 | 6,626 | |||||||||||||||||||||||||||||||
| Change in non-cash operating working capital | (40,998) | (74,280) | 74,336 | (181,154) | |||||||||||||||||||||||||||||||
Cash flows provided by (used in) operating activities | $ | 28,491 | $ | (44,841) | $ | 184,273 | $ | (80,239) | |||||||||||||||||||||||||||
| Investing activities | |||||||||||||||||||||||||||||||||||
| Acquisition of property, plant and equipment | $ | (8,135) | $ | (8,104) | $ | (15,229) | $ | (15,210) | |||||||||||||||||||||||||||
| Acquisition of intangible assets | (10,240) | (8,717) | (19,480) | (17,526) | |||||||||||||||||||||||||||||||
| Business acquisitions, net of cash acquired | — | (181,669) | — | (181,669) | |||||||||||||||||||||||||||||||
| Proceeds from disposal of property, plant and equipment | 34 | 268 | 125 | 785 | |||||||||||||||||||||||||||||||
Cash flows used in investing activities | $ | (18,341) | $ | (198,222) | $ | (34,584) | $ | (213,620) | |||||||||||||||||||||||||||
| Financing activities | |||||||||||||||||||||||||||||||||||
| Bank indebtedness | $ | 5,098 | $ | 7,657 | $ | (19,967) | $ | 13,056 | |||||||||||||||||||||||||||
| Repayment of long-term debt | (40,047) | (280,124) | (215,070) | (287,117) | |||||||||||||||||||||||||||||||
| Proceeds from long-term debt | 39,999 | 595,854 | 84,999 | 714,518 | |||||||||||||||||||||||||||||||
| Proceeds from exercise of stock options | 10,607 | 27 | 11,033 | 87 | |||||||||||||||||||||||||||||||
| Purchase of non-controlling interest | — | — | (4,370) | — | |||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | (10,000) | (44,983) | |||||||||||||||||||||||||||||||
| Acquisition of shares held in trust | (9,616) | (14,690) | (9,616) | (14,690) | |||||||||||||||||||||||||||||||
| Principal lease payments | (8,751) | (7,616) | (16,672) | (14,566) | |||||||||||||||||||||||||||||||
Cash flows provided by (used in) financing activities | $ | (2,710) | $ | 301,108 | $ | (179,663) | $ | 366,305 | |||||||||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 1,263 | 3,806 | 1,339 | 4,314 | |||||||||||||||||||||||||||||||
Increase (decrease) in cash and cash equivalents | 8,703 | 61,851 | (28,635) | 76,760 | |||||||||||||||||||||||||||||||
Cash and cash equivalents, beginning of period | 188,609 | 185,086 | 225,947 | 170,177 | |||||||||||||||||||||||||||||||
Cash and cash equivalents, end of period | $ | 197,312 | $ | 246,937 | $ | 197,312 | $ | 246,937 | |||||||||||||||||||||||||||
| Supplemental information | |||||||||||||||||||||||||||||||||||
| Cash income taxes paid | $ | 12,115 | $ | 12,190 | $ | 14,104 | $ | 29,416 | |||||||||||||||||||||||||||
| Cash interest paid | $ | 29,639 | $ | 16,661 | $ | 49,648 | $ | 39,690 | |||||||||||||||||||||||||||
Please refer to complete Interim Condensed Consolidated Financial Statements for supplemental notes which can be found on the Company’s profile on SEDAR+ at www.sedarplus.com, the Company's profile on the U.S. Securities and Exchange Commission's website at www.sec.gov, and on the Company’s website at www.atsautomation.com.
Non-IFRS and Other Financial Measures
Throughout this document, management uses certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures to evaluate the performance of the Company.
The terms "EBITDA", "organic revenue", "adjusted net income", "adjusted earnings from operations", "adjusted revenues", "adjusted EBITDA", "pro forma adjusted EBITDA", "adjusted basic earnings per share", and "free cash flow", are non-IFRS financial measures, "EBITDA margin", "adjusted earnings from operations margin", "adjusted EBITDA margin", "organic revenue growth", "non-cash working capital as a percentage of revenues", and "net debt to pro forma adjusted EBITDA" are non-IFRS ratios, and "operating margin", "Order Bookings", "organic Order Bookings", "organic Order Bookings growth", "Order Backlog", and "book-to-bill ratio" are supplementary financial measures, all of which do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. Such measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. In addition, management uses "earnings from operations", which is an additional IFRS measure, to evaluate the performance of the Company. Earnings from operations is presented on the Company's consolidated statements of income as net income excluding income tax expense and net finance costs. Operating margin is an expression of the Company's earnings from operations as a percentage of revenues. EBITDA is defined as earnings from operations excluding depreciation and amortization. EBITDA margin is an expression of the Company's EBITDA as a percentage of revenues. Organic revenue is defined as revenues in the stated period excluding revenues from acquired companies for which the acquired company was not a part of the consolidated group in the comparable period. Organic revenue growth compares the stated period organic revenue with the reported revenue of the comparable prior period. Adjusted earnings from operations is defined as earnings from operations before items excluded from management's internal analysis of operating results, such as amortization expense of acquisition-related intangible assets, acquisition-related transaction and integration costs, restructuring charges, legal settlement costs that arise outside of the ordinary course of business, the mark-to-market adjustment on stock-based compensation and certain other adjustments which would be non-recurring in nature ("adjustment items"). Adjusted earnings from operations margin is an expression of the Company's adjusted earnings from operations as a percentage of revenues. Adjusted revenues are defined as revenues before any adjustment items. Adjusted EBITDA is defined as adjusted earnings from operations excluding depreciation and amortization. Pro forma adjusted EBITDA is adjusted EBITDA on a pro forma basis to reflect full contribution from recent acquisitions. Adjusted EBITDA margin is an expression of the entity's adjusted EBITDA as a percentage of revenues. Adjusted basic earnings per share is defined as adjusted net income on a basic per share basis, where adjusted net income is defined as adjusted earnings from operations less net finance costs and income tax expense, plus tax effects of adjustment items and adjusted for other significant items of a non-recurring nature. Non-cash working capital as a percentage of revenues is defined as the sum of accounts receivable, contract assets, inventories, deposits, prepaids and other assets, less accounts payable, accrued liabilities, provisions and contract liabilities divided by the trailing two fiscal quarter revenues annualized. Free cash flow is defined as cash provided by operating activities less property, plant and equipment and intangible asset expenditures. Net debt to pro forma adjusted EBITDA is the ratio of the net debt of the Company (cash and cash equivalents less bank indebtedness, long-term debt, and lease liabilities) to the trailing twelve month pro forma adjusted EBITDA. Order Bookings represent new orders for the supply of automation systems, services and products that management believes are firm. Organic Order Bookings are defined as Order Bookings in the stated period excluding Order Bookings from acquired companies for which the acquired company was not a part of the consolidated
group in the comparable period. Organic Order Bookings growth compares the stated period organic Order Bookings with the reported Order Bookings of the comparable prior period. Order Backlog is the estimated unearned portion of revenues on customer contracts that are in process and have not been completed at the specified date. Book to bill ratio is a measure of Order Bookings compared to adjusted revenue.
Following amendments to ATS' RSU Plan in 2022 to provide the Company with the option for settlement in shares purchased in the open market and the creation of the employee benefit trust to facilitate such settlement, ATS began to account for equity-settled RSUs using the equity method of accounting. However, prior RSU grants which will be cash-settled and DSU grants which will be cash-settled are accounted for as described in the Company's annual consolidated financial statements and have volatility period over period based on the fluctuating price of ATS' common shares. Certain non-IFRS financial measures (adjusted EBITDA, net debt to pro forma adjusted EBITDA, adjusted earnings from operations and adjusted basic earnings per share) exclude the impact on stock-based compensation expense of the revaluation of DSUs and RSUs resulting specifically from the change in market price of the Company's common shares between periods. Management believes that this adjustment provides insight into the Company's performance, as share price volatility drives variability in the Company's stock-based compensation expense.
Operating margin, adjusted earnings from operations, adjusted revenues, EBITDA, EBITDA margin, adjusted EBITDA, pro forma adjusted EBITDA and adjusted EBITDA margin are used by the Company to evaluate the performance of its operations. Management believes that earnings from operations is an important indicator in measuring the performance of the Company's operations on a pre-tax basis and without consideration as to how the Company finances its operations. Management believes that adjusted revenues, organic revenue and organic revenue growth, when considered with IFRS measures, allow the Company to better measure the Company's performance and evaluate long-term performance trends. Organic revenue growth also facilitates easier comparisons of the Company's performance with prior and future periods and relative comparisons to its peers. Management believes that EBITDA and adjusted EBITDA are important indicators of the Company's ability to generate operating cash flows to fund continued investment in its operations. Management believes that adjusted earnings from operations, adjusted earnings from operations margin, adjusted EBITDA, adjusted net income and adjusted basic earnings per share are important measures to increase comparability of performance between periods. The adjustment items used by management to arrive at these metrics are not considered to be indicative of the business' ongoing operating performance. Management uses the measure "non-cash working capital as a percentage of revenues" to assess overall liquidity. Free cash flow is used by the Company to measure cash flow from operations after investment in property, plant and equipment and intangible assets. Management uses net debt to pro forma adjusted EBITDA as a measurement of leverage of the Company. Order Bookings provide an indication of the Company's ability to secure new orders for work during a specified period, while Order Backlog provides a measure of the value of Order Bookings that have not been completed at a specified point in time. Both Order Bookings and Order Backlog are indicators of future revenues that the Company expects to generate based on contracts that management believes to be firm. Organic Order Bookings and organic Order Bookings growth allow the Company to better measure the Company's performance and evaluate long-term performance trends. Organic Order Bookings growth also facilitates easier comparisons of the Company's performance with prior and future periods and relative comparisons to its peers. Book to bill ratio is used to measure the Company's ability and timeliness to convert Order Bookings into revenues. Management believes that ATS shareholders and potential investors in ATS use these additional IFRS
measures and non-IFRS financial measures in making investment decisions and measuring operational results.
A reconciliation of (i) adjusted EBITDA and EBITDA to net income, (ii) adjusted earnings from operations to net income, (iii) adjusted net income to net income, (iv) adjusted basic earnings per share to basic earnings per share (v) free cash flow to its IFRS measure components and (vi) organic revenue to revenue, in each case for the three- and six-months ended September 28, 2025 and September 29, 2024 is contained in this document (see "Reconciliation of Non-IFRS Measures to IFRS Measures"). This document also contains a reconciliation of (i) non-cash working capital as a percentage of revenues and (ii) net debt to their IFRS measure components, in each case at both September 28, 2025 and March 31, 2025 (see "Reconciliation of Non-IFRS Measures to IFRS Measures"). A reconciliation of Order Bookings and Order Backlog to total Company revenues for the three- and six-months ended September 28, 2025 and September 29, 2024 is also contained in this news release (see "Order Backlog Continuity").
Forward-Looking Statements
This news release contains certain statements that may constitute forward-looking information and forward-looking statements within the meaning of applicable Canadian and United States securities laws ("forward-looking statements"). All such statements are made pursuant to the "safe harbour" provisions of Canadian provincial and territorial securities laws and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts regarding possible events, conditions or results of operations that ATS believes, expects or anticipates will or may occur in the future, including, but not limited to: the value creation strategy; the Company’s strategy to expand organically and through acquisition, and the expected benefits to be derived; disciplined acquisitions; various market opportunities for ATS; expanding in emerging markets; conversion of opportunities into Order Bookings; the announcement of new Order Bookings and the anticipated timeline for delivery; potential impacts on the time to convert opportunities into Order Bookings; the Company’s Order Backlog partially mitigating the impact of variable Order Bookings; the expected benefits where the Company engages with customers on enterprise-type solutions; the potential impact of the Company’s approach to market and timing of customer decisions on Order Bookings, performance period, and timing of revenue recognition; collection of payments from customers; expected benefits with respect to the Company’s efforts to grow its product portfolio and after-sale service revenues; the ability of after-sales revenues and reoccurring revenues to provide some balance to customers’ capital expenditure cycles; initiatives in furtherance of the Company’s goal of improving its adjusted earnings from operations margin over the long term; the uncertainty of supply chain dynamics; the anticipated range of revenues for the following quarter; expectation of realization of cost and revenue synergies from integration of acquired businesses; non-cash working capital levels as a percentage of revenues in the short-term and the long-term; the expectation to continue investing in non-cash working capital to support growth; planned reorganization activities to improve the cost structure of the organization, reallocate resources to strategic focus areas and improve operational efficiencies, and the expected timing and cost of such reorganization activities; expectation in relation to meeting liquidity and funding requirements for investments; potential to use debt or equity financing to support strategic opportunities and growth strategy; underlying trends driving customer demand; potential impacts of variability in bookings caused by the timing and geographies of customer capital expenditure decisions on larger opportunities; the ability to achieve revenue growth organically and by identifying strategic acquisition opportunities; expected capital expenditures for fiscal 2026; the uncertainty and potential impact on the Company’s business and operations due to the current
macroeconomic environment including the impacts of inflation, uncertainty caused by the supply chain dynamics, interest rate changes, international trade disputes sparked by tariffs and retaliatory tariffs or other non-tariff measures, and regional conflicts; and the Company’s belief with respect to the outcome or impact of any lawsuits, claims, counterclaims and contingencies.
Forward-looking statements are inherently subject to significant known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of ATS, or developments in ATS’ business or in its industry, to differ materially from the anticipated results, performance, achievements, or developments expressed or implied by such forward-looking statements. Important risks, uncertainties, and factors that could cause actual results to differ materially from expectations expressed in the forward-looking statements include, but are not limited to: the impact of regional or global conflicts; general market performance including capital market conditions and availability and cost of credit; risks related to the international trade disputes sparked by tariffs and retaliatory tariffs or other non-tariff measures, and any further escalation of such trade disputes; risks related to a recession, slowdown, and/or sustained downturn in the economy; performance of the markets that ATS serves; industry challenges in securing the supply of labour, materials, and, in certain jurisdictions, energy sources such as natural gas; impact of inflation; interest rate changes; foreign currency and exchange risk; the relative weakness of the Canadian dollar; risks related to customer concentration; risks related to any customer disagreements; impact of factors such as increased pricing pressure, increased cost of energy and supplies, and delays in relation thereto, and possible margin compression; the regulatory and tax environment; the emergence of new infectious diseases or any epidemic or pandemic outbreak or resurgence, and collateral consequences thereof, including the disruption of economic activity, volatility in capital and credit markets, and legislative and regulatory responses; the impacts of inflation, uncertainty caused by the supply chain dynamics, interest rate changes, international trade disputes sparked by tariffs and retaliatory tariffs or other non-tariff measures, and regional conflicts that have in the past and may in the future lead to significant price and trading fluctuations in the market price for securities in the stock markets, including the TSX and the NYSE; energy shortages and global prices increases; inability to successfully expand organically or through acquisition, due to an inability to grow expertise, personnel, and/or facilities at required rates or to identify, negotiate and conclude one or more acquisitions; or to raise, through debt or equity, or otherwise have available, required capital; that the ATS Business Model (“ABM") is not effective in accomplishing its goals; that ATS is unable to expand in emerging markets, or is delayed in relation thereto, due to any number of reasons, including inability to effectively execute organic or inorganic expansion plans, focus on other business priorities, or local government regulations or delays; that the timing of completion of new Order Bookings is other than as expected due to various reasons, including schedule changes or the customer exercising any right to withdraw the Order Booking or to terminate the program in whole or in part prior to its completion, thereby preventing ATS from realizing on the full benefit of the program; that some or all of the sales funnel is not converted to Order Bookings due to competitive factors or failure to meet customer needs; that the market opportunities ATS anticipates do not materialize or that ATS is unable to exploit such opportunities; failure to convert Order Backlog to revenue and/or variations in the amount of Order Backlog completed in any given quarter; timing of customer decisions related to large enterprise programs and potential for negative impact associated with any cancellations or non-performance in relation thereto; that the Company is not successful in growing its product portfolio and/or service offering or that expected benefits are not realized; that efforts to improve adjusted earnings from operations margin over long-term are unsuccessful, due to any number of reasons, including less than anticipated increase in after-sales service revenues or reduced margins attached to those revenues,
inability to achieve lower costs through supply chain management, failure to develop, adopt internally, or have customers adopt, standardized platforms and technologies, inability to maintain current cost structure if revenues were to grow, and failure of ABM to impact margins; that after-sales or reoccurring revenues do not provide the expected balance to customers’ expenditure cycles; that revenues are not in the expected range; that acquisitions made are not integrated as quickly or effectively as planned or expected and, as a result, anticipated benefits and synergies are not realized; non-cash working capital as a percentage of revenues operating at a level other than as expected due to reasons, including, the timing and nature of Order Bookings, the timing of payment milestones and payment terms in customer contracts, and delays in customer programs; that planned reorganization activity does not succeed in improving the cost structure of the Company, reallocating resources to strategic focus areas or improving operational efficiencies, or is not completed at the cost or within the timelines expected, or at all; underlying trends driving customer demand will not materialize or have the impact expected; that capital expenditure targets are increased in the future or the Company experiences cost increases in relation thereto; risk that the ultimate outcome of lawsuits, claims, and contingencies give rise to material liabilities for which no provisions have been recorded; the consequence of activist initiatives on the business performance, results, or share price of the Company; the impact of analyst reports on price and trading volume of ATS’ shares; and other risks and uncertainties detailed from time to time in ATS' filings with securities regulators, including, without limitation, the risk factors described in ATS’ annual information form for the fiscal year ended March 31, 2025, which are available on the System for Electronic Data Analysis and Retrieval+ (SEDAR+) at www.sedarplus.com and on the U.S. Securities Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) at www.sec.gov. ATS has attempted to identify important factors that could cause actual results to materially differ from current expectations, however, there may be other factors that cause actual results to differ materially from such expectations.
Forward-looking statements are necessarily based on a number of estimates, factors, and assumptions regarding, among others, management's current plans, estimates, projections, beliefs and opinions, the future performance and results of the Company’s business and operations; the ability of ATS to execute on its business objectives; the effectiveness of ABM in accomplishing its goals; the ability to successfully implement margin expansion initiative; management’s assessment as to the project schedules across all customer contracts in Order Backlog, faster-turn product and services revenues, expected delivery timing of third-party equipment and operational capacity; initiatives in furtherance of the Company’s goal of improving its adjusted earnings from operations margin over the long term; the anticipated growth in the life sciences, food & beverage, consumer products, and energy markets; the ability to seek out, enter into and successfully integrate acquisitions; ongoing cost inflationary pressures and the Company’s ability to respond to such inflationary pressures; the effects of foreign currency exchange rate fluctuations on its operations; the Company’s competitive position in the industry; the Company’s ability to adapt and develop solutions that keep pace with continuing changes in technology and customer needs; the ability to maintain mutually beneficial relationships with the Company’s customers; and general economic and political conditions, and global events, including any epidemic or pandemic outbreak or resurgence, and the international trade disputes sparked by tariffs and retaliatory tariffs or other non-tariff measures, and any further escalation of such trade disputes.
Forward-looking statements included in this news release are only provided to understand management’s current expectations relating to future periods and, as such, are not appropriate for any other purpose. Although ATS believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and ATS cautions you not
to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. ATS does not undertake any obligation to update forward-looking statements contained herein other than as required by law.
Certain forward-looking information included in this news release may also constitute a "financial outlook" within the meaning of applicable securities laws. Financial outlook involves statements about ATS’ prospective financial performance, financial position or cash flows that is based on and subject to the assumptions about future economic conditions and courses of action described above as well as management’s assessment of project schedules across all customer contracts in Order Backlog, expectations for faster-turn product and services revenues, expected delivery timing of third-party equipment and operational capacity. Such assumptions are based on management’s assessment of the relevant information currently available and any financial outlook included herein is provided for the purpose of helping readers understand management’s current expectations and plans for the future as of the date hereof. The actual results of ATS’ operations may vary from the amounts set forth in any financial outlook and such variances may be material. Readers are cautioned that reliance on any financial outlook may not be appropriate for other purposes or in other circumstances and that the risk factors described above and other factors may cause actual results to differ materially from any financial outlook.