Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 2024

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).

EXHIBIT INDEX



99.1			Management's Discussion and Analysis of the registrant for the quarter ended September 29, 2024
99.2			Financial Statements of the registrant for the quarter ended September 29, 2024
99.3			Certification of Interim Filings - Chief Executive Officer
99.4			Certification of Interim Filings - Chief Financial Officer
99.5			Press Release dated November 6, 2024

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 6, 2024

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 29, 2024

TSX: ATS
NYSE: ATS

Management’s Discussion and Analysis

For the Quarter Ended September 29, 2024

This Management’s Discussion and Analysis ("MD&A") for the three and six months ended September 29, 2024 ("second quarter of fiscal 2025") is as of November 6, 2024 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 2025, 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 Standards Board and the MD&A of the Company for the year ended March 31, 2024 ("fiscal 2024 MD&A"), and accordingly, the purpose of this document is to provide a second quarter of fiscal 2025 update to the information contained in the fiscal 2024 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 2024 ("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 29 for an explanation of such measures and "Reconciliation of Non-IFRS Measures to IFRS Measures" beginning on page 21 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, transportation, food and beverage, consumer products, and energy. Founded in 1978, ATS employs over 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.

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 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 an acquisition, the ABM is quickly introduced to new companies as a means of supporting cultural and business integration.

FINANCIAL HIGHLIGHTS

(In millions of dollars, except per share and margin data)


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Variance	Six Months Ended September 29, 2024		Six Months Ended October 1, 2023		Variance

Revenues	$	612.8	$	735.7	(16.7)%	$	1,307.1	$	1,489.4	(12.2)%
Net income (loss)	$	(0.9)	$	50.7	(101.8)%	$	34.4	$	98.5	(65.1)%
Adjusted earnings from operations1	$	56.5	$	98.3	(42.5)%	$	142.6	$	200.4	(28.8)%
Adjusted earnings from operations margin2		9.2%		13.4%	(414)bps		10.9%		13.5%	(255)bps
Adjusted EBITDA1	$	78.3	$	116.2	(32.6)%	$	184.3	$	235.4	(21.7)%
Adjusted EBITDA margin2		12.8%		15.8%	(302)bps		14.1%		15.8%	(171)bps
Basic earnings (loss) per share	$	(0.01)	$	0.51	(102.0)%	$	0.35	$	1.02	(65.7)%
Adjusted basic earnings per share1	$	0.25	$	0.63	(60.3)%	$	0.75	$	1.32	(43.2)%
Order Bookings3	$	742	$	742	—%	$	1,559	$	1,432	8.9%


As At	September 29 2024		October 1 2023		Variance
Order Backlog3	$	1,824	$	2,016	(9.5)%

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

•Order Bookings in the second quarter were $742 million, consistent with the second quarter last year, and reflected 8.7% of growth from recent acquisitions and 1.7% from the positive impact of foreign exchange translation, offset by a decrease of 10.4% from organic Order Bookings, primarily related to lower electric vehicle ("EV") Order Bookings. "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. Trailing twelve month book-to-bill ratio at September 29, 2024 was 1.06:1, and remained above 1.00:1 in all markets except transportation. Order Bookings, organic Order Bookings growth and book-to-bill ratio are supplementary financial measures — see "Non-IFRS and Other Financial Measures".

•Second quarter revenues declined 16.7% year over year, primarily due to lower EV Order Backlog entering the quarter compared to fiscal 2024. This expected decrease was partially offset by 5.5% growth from recently acquired companies and organic revenue growth in life sciences, consumer products, and energy. 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."

•Order Backlog of $1,824 million at period-end was 9.5% lower than the second quarter of the prior year, primarily on account of lower Order Backlog within the transportation market which included several large Order Bookings a year ago, partially offset by higher Order Backlog in life sciences, consumer products and food & beverage markets. 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".

•Non-cash working capital as a percentage of revenues was 30.0%, which was primarily influenced by customer project schedules, including timing of milestone billings and payments for large EV programs. The Company had a net debt to pro forma adjusted EBITDA ratio at September 29, 2024 of 3.4 times, after including pro forma impacts for its acquisitions of Paxiom Group ("Paxiom") and Heidolph Instruments GmbH & Co. KG and Hans Heidolph GmbH ("Heidolph''). 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 $56.5 million (9.2% operating margin), compared to $98.3 million (13.4% margin) a year ago, attributed primarily to lower transportation revenues, and higher selling, general and administrative ("SG&A") expenses. 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".

STRATEGIC BUSINESS ACQUISITIONS

On July 24, 2024, the Company acquired Paxiom. With headquarters in Montreal, Canada, Paxiom is a provider of primary, secondary, and end-of-line packaging machines in the food and beverage, cannabis, and pharmaceutical industries. Paxiom's product line is expected to complement ATS’ packaging and food technology businesses and allow ATS to offer complete packaging and end-of-line solutions. The total purchase price paid in the second quarter of fiscal 2025 was $148.7 million.

On August 30, 2024, the Company acquired all material assets of Heidolph, a leading manufacturer of premium lab equipment for the life sciences and pharmaceutical industries, with headquarters in Schwabach, Germany and facilities in the United States, South Korea and China. The purchase price paid in the second quarter of fiscal 2025 was $45.1 million ($30.3 million Euros).

ORDER BOOKINGS BY QUARTER

Second quarter of fiscal 2025 Order Bookings were $742 million, unchanged from the prior period, comprised of a decrease of 10.4% in organic Order Bookings growth, offset by 8.7% of growth from acquired companies and 1.7% from foreign exchange translation. Order Bookings from acquired companies totalled $64.5 million. By market, Order Bookings in life sciences increased compared to the prior-year period primarily due to organic growth, along with $57.8 million of contributions from acquired companies, including $48.5 million from Avidity Science, LLC ("Avidity"). Order Bookings in transportation decreased compared to the prior-year period, as expected, reflecting reduced investment in EV production by North American transportation customers as they respond to dynamics in their markets. Order Bookings in food & beverage decreased from the prior period due to timing of customer projects, partially offset by contributions from acquired companies of $6.7 million. Order Bookings in consumer products increased from the prior period primarily due to the timing of customer projects. Order Bookings in energy decreased compared to the prior-year period primarily due to a grid battery program order included in the prior year.

Trailing twelve month book-to-bill ratio at September 29, 2024 was 1.06:1. Book-to-bill ratio, Order Bookings and organic Order Bookings growth are supplementary financial measures — see "Non-IFRS and Other Financial Measures."

ORDER BACKLOG CONTINUITY

(In millions of dollars)


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Opening Order Backlog	$	1,882	$	2,023	$	1,793	$	2,153
Revenues	(613)		(736)		(1,307)		(1,489)
Order Bookings	742		742		1,559		1,432
Order Backlog adjustments1, 2	(187)		(13)		(221)		(80)
Total	$	1,824	$	2,016	$	1,824	$	2,016

1Order Backlog adjustments include incremental Order Backlog of acquired companies ($12 million acquired with Paxiom in the three and six months ended September 29, 2024), foreign exchange adjustments, scope changes and cancellations.

2See "Update on Large EV Customer Projects."

OUTLOOK

Order Backlog by Market

(In millions of dollars)


As at	September 29, 2024		October 1, 2023
Life Sciences	$	1,132	$	857
Transportation	207		736
Food & Beverage	210		162
Consumer Products	166		152
Energy	109		109
Total	$	1,824	$	2,016

At September 29, 2024, Order Backlog was $1,824 million, 9.5% lower than at October 1, 2023, primarily on account of lower Order Backlog within the transportation market which included several large EV Order Bookings a year ago.

The life sciences funnel remains strong, with a focus on strategic submarkets of pharmaceuticals, radiopharmaceuticals, and medical devices. Management continues to see opportunities with both new and existing customers, including those who produce auto-injectors and wearable devices for diabetes and obesity treatments, 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. In transportation, the funnel consists of smaller opportunities relative to the size of the Order Bookings received throughout fiscal years 2023 and 2024 as North American industry participants continue to moderate new capacity investment to match end market demand and reduce platform costs. See "Update on Large EV Customer Projects" below. Funnel activity in food & beverage remains strong. The Company continues to benefit from strong brand recognition within the global tomato processing, other soft fruits processing and vegetable processing industries, and there is continued interest in automated solutions within the food & beverage market more broadly. Funnel activity in consumer products is stable; inflationary pressures continue to have an effect on discretionary spending by consumers, which may impact timing of some customer investments. 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 small modular reactor market, and grid battery storage.

Funnel growth in markets where environmental, social and governance requirements are an increasing focus for customers — including nuclear and grid battery storage, as well as consumer goods

packaging — provide ATS with opportunities to use its capabilities to respond to customer sustainability standards and goals, including global and regional requirements to reduce carbon emissions. Customers seeking to de-risk or enhance the resiliency of their supply chains, address a shortage of skilled workers or combat higher labour costs also provide future opportunities for ATS to pursue. Management believes that the underlying trends driving customer demand for ATS solutions including rising labour costs, labour shortages, production onshoring or reshoring and the need for scalable, high-quality, energy-efficient production remain favourable.

Order Backlog of $1,824 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 2025, management expects to generate revenues in the range of $620 million to $680 million. While this range has previously been presented as a percentage of Order Backlog expected to be converted to revenue, it is now being presented on a revenue dollar basis. 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. In the short-term, management expects lower transportation revenues to continue to negatively impact margins, until reorganization actions are fully implemented.

Supplier lead times are generally acceptable across key categories; however, inflationary or other cost increases, price and lead-time volatility have and may continue to disrupt the timing and progress of the Company’s margin expansion efforts and affect revenue recognition. Over time, sustaining 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 of customer decisions on larger opportunities is expected to cause variability in Order Bookings from quarter to quarter. 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.

In the short term, except for the delays related to working capital noted in "Update on Large EV Customer Projects," ATS anticipates improvements in non-cash working capital in other parts of the business by the end of the fiscal year. Over the long-term, the Company expects to continue investing in non-cash working capital to support growth, with 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

As the Company has discussed in ATS’ management’s discussion and analysis for the first quarter of fiscal 2025 ("Q1F25 MD&A"), the North American EV market was, and is continuing to, experience a slowdown in sales growth and this has resulted in reduced investment, program cancellations, deferrals, and production volume reductions by various automakers. In response to the expected resulting lower demand for the Company's solutions in this space, the Company initiated activities to reduce the cost structure of its transportation-related businesses. This includes reallocation of resources to other parts of the business, along with workforce reductions. In the second quarter of fiscal 2025, restructuring expenses of $17.1 million were recorded in relation to the reorganization. The majority of the remaining actions are expected to be completed during the third quarter of fiscal 2025. The total estimated cost of these activities is expected to be at the higher end of the previously disclosed range of $15 million to $20 million.

Update on Large EV Customer Projects

In the fourth quarter of fiscal 2024, management reported that approximately $150 million of Order Backlog with one of the Company's EV customers remained delayed. In light of the continuing market conditions with respect to reduced EV sales growth, there continues to be uncertainty as to if or when this portion of the program will restart. In light of this uncertainty, the Company has removed the amount from Order Backlog.

In addition, as disclosed in the Q1F25 MD&A, due to the size and timing of milestone payments for certain large EV programs, the Company could still see its non-cash working capital remain elevated until these milestone payments are received. Management has been, and continues to be, engaged in discussions with the particular customer of these large EV programs with respect to outstanding payments owed and completing the commissioning of these projects in order to receive final milestone payments. The systems comprising the projects are operating and producing products for the customer, and where the Company has completed its commissioning procedures, the systems have met or exceeded expectations, including with respect to production capacity. While these discussions are continuing, and management is making good faith efforts to resolve disagreements with the customer so that the Company can re-commence commissioning procedures, subsequent to the end of the second fiscal quarter these discussions have become more challenging. Although the Company is continuing its efforts to resolve disagreements with the customer, the Company is prepared to consider all legal avenues available to it, including dispute resolution mechanisms and litigation, if necessary (see "Risk Factors").

The Company has outstanding and overdue accounts receivable of approximately $155 million from this customer and approximately $170 million of contract assets reflecting work completed and remaining to be invoiced. The Company believes that it has fulfilled its obligations under the contracts with this customer and that it is owed these amounts for work completed, as reflected on its statement of financial position in the second quarter of fiscal 2025 interim condensed consolidated financial statements.

previously disclosed reorganization efforts to reflect these expectations and, where possible, allocate resources to other markets where the Company has identified greater opportunities for continued growth (see "Reorganization Activity").

DETAILED ANALYSIS

CONSOLIDATED RESULTS

(In millions of dollars, except per share data)


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Revenues	$	612.8	$	735.7	$	1,307.1	$	1,489.4
Cost of revenues	432.5		527.3		920.1		1,068.2
Selling, general and administrative	138.3		121.9		273.7		245.6
Restructuring costs	17.1		—		17.1		—
Stock-based compensation	2.7		3.5		6.4		13.5
Earnings from operations	$	22.2	$	83.0	$	89.8	$	162.1
Net finance costs	$	23.5	$	15.5	$	43.1	$	32.4
Provision for (recovery of) income taxes	(0.4)		16.8		12.3		31.2
Net income (loss)	$	(0.9)	$	50.7	$	34.4	$	98.5

Basic earnings (loss) per share	$	(0.01)	$	0.51	$	0.35	$	1.02


Non-IFRS Financial Measures1	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Adjusted earnings from operations	$	56.5	$	98.3	$	142.6	$	200.4
EBITDA	$	61.4	$	117.0	$	166.5	$	231.8
Adjusted EBITDA	$	78.3	$	116.2	$	184.3	$	235.4
Adjusted basic earnings per share	$	0.25	$	0.63	$	0.75	$	1.32

1Non-IFRS financial measures - see "Non-IFRS and Other Financial Measures."

Consolidated Revenues

(In millions of dollars)


Revenues by type	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Revenues from construction contracts	$	317.5	$	479.7	$	712.5	$	988.6
Services rendered	162.5		149.1		333.7		291.4
Sale of goods	132.8		106.9		260.9		209.4
Total revenues	$	612.8	$	735.7	$	1,307.1	$	1,489.4


Revenues by market	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Life Sciences	$	350.4	$	291.5	$	678.8	$	576.4
Transportation	69.2		252.2		213.7		470.7
Food & Beverage	93.9		109.8		190.7		240.5
Consumer Products	73.5		64.5		161.2		148.2
Energy	25.8		17.7		62.7		53.6
Total revenues	$	612.8	$	735.7	$	1,307.1	$	1,489.4

Second quarter of fiscal 2025 revenues were 16.7% or $122.9 million lower than in the corresponding period a year ago. This performance primarily reflected the year-over-year decrease in organic revenue (excluding contributions from acquired companies and foreign exchange translation) of $173.1 million or 23.5%, partially offset by increased revenues earned by acquired companies of $40.8 million, which included $25.7 million from Avidity and $9.1 million from Paxiom. Revenues generated from construction contracts decreased 33.8% or $162.2 million from the prior period due to lower Order Backlog entering the period, primarily within the transportation market which included several large EV Order Bookings a year ago. Revenues from services increased 9.0% or $13.4 million due to revenues earned by acquired companies of $7.9 million, in addition to organic revenue growth and the positive impact of foreign exchange translation. Revenues from the sale of goods increased 24.2% or $25.9 million primarily due revenues earned by acquired companies of $26.4 million, most notably from Avidity.

By market, revenues generated in life sciences increased $58.9 million or 20.2% year over year. This was primarily due to contributions from acquisitions totalling $31.7 million, notably from Avidity, and organic revenue growth on higher Order Backlog entering the quarter. Revenues in transportation decreased $183.0 million or 72.6% year over year, due to lower Order Backlog entering the quarter, as the prior year included several large EV projects. Revenues generated in food & beverage decreased $15.9 million or 14.5% from the corresponding period last year due to timing of program execution, partially offset by contributions from acquisitions of $9.1 million. Revenues generated in consumer products increased $9.0 million or 14.0% year over year due to higher Order Backlog entering the quarter. Revenues in energy increased $8.1 million or 45.8% due to higher Order Backlog entering the quarter.

Revenues for the six months ended September 29, 2024 were 12.2% or $182.3 million lower than in the prior year and included $70.8 million of revenues earned by acquired companies, including $51.8 million from Avidity. Organic revenue (excluding contributions from acquired companies and the impact of foreign exchange fluctuations) decreased, and was $268.7 million or 18.0% lower than the corresponding period in the prior year due to lower Order Backlog entering the period, primarily within the transportation market which included several large EV Order Bookings a year ago. Foreign exchange translation positively impacted revenues by $15.6 million or 1.0%, primarily reflecting the strengthening of the U.S. dollar and Euro relative to the Canadian dollar. Revenues generated from construction contracts decreased 27.9% or $276.1 million from the prior year due to lower Order Backlog entering the fiscal year, primarily within the transportation market which included several large EV Order Bookings a year ago. Revenues from services increased 14.5% or $42.3 million over the prior period due to organic revenue growth, and revenues earned by acquired companies of $16.5 million, most notably $10.3 million from Avidity, in addition to the positive impact of foreign exchange translation. Revenues from the sale of goods increased 24.6% or $51.5 million compared to the prior period primarily due to revenues earned by acquired companies of $47.3 million, most notably $41.5

million from Avidity.

By market, the first six months of fiscal 2025 revenues from life sciences increased $102.4 million or 17.8% over the prior period primarily on revenues earned by acquired companies of $61.4 million, organic revenue growth on higher Order Backlog entering the fiscal year, and a positive impact of foreign exchange translation. Revenues in transportation decreased $257.0 million or 54.6% from the prior period due primarily to lower Order Backlog entering the period, as the prior year included several large EV Order Bookings. Revenues generated in food & beverage decreased $49.8 million or 20.7% from the prior period due to timing of program execution, partially offset by contributions from acquisitions of $9.1 million. Revenues generated in consumer products increased $13.0 million or 8.8%, due to execution on increased in-quarter Order Bookings compared to the prior year. Revenues in energy increased $9.1 million or 17.0% over the prior period due to timing of program execution.

Cost of revenues. At $432.5 million, second quarter of fiscal 2025 cost of revenues decreased by $94.8 million, or 18.0% compared to the corresponding period a year ago, primarily due to lower revenues. Second quarter of fiscal 2025 gross margin was 29.4%, compared to 28.3% in the corresponding period a year ago. Excluding acquisition-related inventory fair value charges of $0.8 million, gross margin in the second quarter of fiscal 2025 was 29.6%, 123 basis points higher than the prior year, primarily on account of improved program mix compared to the prior period. Year-to-date gross margin was 29.6% (29.7% excluding acquisition-related inventory fair value charges of $1.7 million) compared to 28.3% 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 improved program mix compared to the prior period.

Selling, general and administrative expenses. SG&A expenses for the second quarter of fiscal 2025 were $138.3 million and included $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. Excluding these items, SG&A expenses were $120.0 million in the second quarter of fiscal 2025. Comparably, SG&A expenses for the second quarter of fiscal 2024 were $104.6 million, which excluded $16.1 million of costs related to the amortization of identifiable intangible assets on business acquisitions, and $1.2 million of incremental costs related to the Company’s acquisition activity. Higher SG&A expenses in the second quarter of fiscal 2025 primarily reflected incremental SG&A expenses from acquired companies of $10.1 million, primarily from Avidity, in addition to foreign exchange impacts.

For the six months ended September 29, 2024, SG&A expenses were $273.7 million, which included $35.0 million of costs related to the amortization of identifiable intangible assets on business acquisitions, and $2.2 million of incremental costs related to the Company’s acquisition activity. Excluding these costs, SG&A expenses were $236.5 million. Comparably, SG&A expenses for the six months ended October 1, 2023 were $209.6 million, which excluded $34.7 million of expenses related to the amortization of identifiable intangible assets on business acquisitions, and $1.3 million of incremental costs related to the Company’s acquisition activity. Excluding these costs, higher SG&A expenses for the six months ended September 29, 2024 primarily reflected incremental SG&A expenses from acquired companies of $19.4 million, primarily from Avidity, in addition to foreign exchange impacts.

Restructuring costs. Restructuring costs for the three and six months ended September 29, 2024 were $17.1 million, compared to nil in the corresponding periods a year ago. For further information on the restructuring costs, refer to "Reorganization Activity" on page 7.

Stock-based compensation. Stock-based compensation expense of $2.7 million in the second quarter of fiscal 2025 included a $1.9 million recovery of revaluation expenses from deferred share units and restricted share units resulting from the change in the market price of the Company's common shares between periods ("stock-based compensation revaluation expenses"). Comparably, stock-based compensation expense was $3.5 million in the corresponding period a year ago, which included $2.0 million recovery of stock-based compensation revaluation expenses. For the six months ended September 29, 2024, stock-based compensation expense was $6.4 million, which included a $3.2 million recovery of stock-based compensation revaluation expenses, compared to $13.5 million a year earlier, which included $2.3 million of stock-based compensation revaluation expenses.

Earnings and adjusted earnings from operations

(in millions of dollars)


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Earnings from operations	$	22.2	$	83.0	$	89.8	$	162.1
Amortization of acquisition-related intangible assets	17.4		16.1		35.0		34.7
Acquisition-related transaction costs	0.9		1.2		2.2		1.3
Acquisition-related inventory fair value charges	0.8		—		1.7		—


Restructuring charges	17.1		—		17.1		—
Mark to market portion of stock-based compensation	(1.9)		(2.0)		(3.2)		2.3
Adjusted earnings from operations1	$	56.5	$	98.3	$	142.6	$	200.4

1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures."

Second quarter of fiscal 2025 earnings from operations were $22.2 million (3.6% operating margin) compared to $83.0 million (11.3% 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 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 related to amortization of acquisition-related intangible assets, $0.9 million of incremental costs for the Company's acquisition activity recorded to SG&A expenses, $17.1 million of restructuring charges and a $1.9 million recovery of stock-based compensation expenses due to revaluation. Second quarter of fiscal 2024 earnings from operations included $16.1 million of amortization of acquisition-related intangible assets, and $1.2 million of incremental costs for acquisition activity recorded in SG&A expenses, as well as a $2.0 million recovery of stock-based compensation revaluation expenses.

Excluding these items in both quarters, adjusted earnings from operations were $56.5 million (9.2% operating margin), compared to $98.3 million (13.4% operating margin) a year ago. Second quarter of fiscal 2025 adjusted earnings from operations reflected lower revenues which resulted in operational losses within select transportation businesses; the Company has initiated activities to reduce the cost structure in its transportation businesses (see "Reorganization Activity"). In addition, the current quarter had higher SG&A expenses, partially offset by increased gross margin profitability due to improved project mix.

For the six months ended September 29, 2024, earnings from operations were $89.8 million (6.9% operating margin), compared to $162.1 million (10.9% operating margin) a year ago. 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 in SG&A expenses, $17.1 million of restructuring charges and a $3.2 million recovery of stock-based

compensation revaluation expenses. For the six months ended October 1, 2023, earnings from operations included $34.7 million related to amortization of acquisition-related intangible assets and $1.3 million of incremental costs related to the Company's acquisition activity recorded to SG&A, and $2.3 million of stock-based compensation expenses due to revaluation.

Excluding those items in both years, adjusted earnings from operations were $142.6 million (10.9% margin), compared to $200.4 million (13.5% margin) in the corresponding period a year ago. Decreased adjusted earnings from operations reflected lower revenues, primarily from transportation businesses, and higher SG&A expenses, partially offset by increased gross margin profitability due to improved project mix.

Net finance costs. Net finance costs were $23.5 million in the second quarter of fiscal 2025, compared to $15.5 million a year ago. For the six months ended September 29, 2024, finance costs were $43.1 million compared to $32.4 million a year ago. The increase was primarily due to increased borrowings compared to the prior period.

Income tax provision. For the three- and six-months ended September 29, 2024, the Company’s effective income tax rates of 32.7% and 26.3%, respectively, differed from the combined Canadian basic federal and provincial income tax rate of 26.5% due to income earned in certain jurisdictions with different statutory tax rates.

Net Income (Loss). Net loss for the second quarter of fiscal 2025 was $0.9 million ((1) cent per share basic), compared to net income of $50.7 million (51 cents per share basic) for the second quarter of fiscal 2024. The decrease primarily reflected lower revenues, higher SG&A, and restructuring charges in the period, partially offset by increased margins. Adjusted basic earnings per share were 25 cents compared to 63 cents in the second quarter of fiscal 2024 (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").

Net income for the six months ended September 29, 2024 was $34.4 million ($0.35 per share basic), a decrease of $64.1 million (and $0.67 per share basic) compared to a year ago. This was primarily the result of lower revenues, higher SG&A expenses, and restructuring charges in the year, partially offset by increased margins and lower stock-based compensation. Adjusted basic earnings per share were $0.75 for the period ended September 29, 2024 compared to $1.32 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").

Other Non-IFRS Measures of Performance

(In millions of dollars)


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Earnings from operations	$	22.2	$	83.0	$	89.8	$	162.1
Depreciation and amortization	39.2		34.0		76.7		69.7
EBITDA1	$	61.4	$	117.0	$	166.5	$	231.8
Restructuring charges	17.1		—		17.1		—
Acquisition-related transaction costs	0.9		1.2		2.2		1.3
Acquisition-related inventory fair value charges	0.8		—		1.7		—
Mark to market portion of stock-based compensation	(1.9)		(2.0)		(3.2)		2.3


Adjusted EBITDA1	$	78.3	$	116.2	$	184.3	$	235.4

1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures"

Depreciation and amortization expense was $39.2 million in the second quarter of fiscal 2025, compared to $34.0 million a year ago; the increase primarily relates to incremental depreciation and amortization expense from recently acquired companies.

EBITDA was $61.4 million (10.0% EBITDA margin) in the second quarter of fiscal 2025 compared to $117.0 million (15.9% EBITDA margin) in the second quarter of fiscal 2024. EBITDA for the second quarter of fiscal 2025 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 expenses due to revaluation. EBITDA for the corresponding period in the prior year included $1.2 million of incremental costs related to acquisition activity, and a $2.0 million recovery of stock-based compensation revaluation expenses. Excluding these costs, adjusted EBITDA was $78.3 million (12.8% adjusted EBITDA margin), compared to $116.2 million (15.8% adjusted EBITDA margin) for the corresponding period in the prior year. Lower adjusted EBITDA reflected lower revenues and increased SG&A expenses, partially offset by increased gross margin profitability. EBITDA and adjusted EBITDA are non-IFRS financial measures, and EBITDA margin is a non-IFRS ratio — see "Non-IFRS and Other Financial Measures."

Depreciation and amortization expense was $76.7 million for the first six months of fiscal 2025, compared to $69.7 million a year ago; the increase was primarily related to incremental depreciation and amortization expense from recently acquired companies.

EBITDA was $166.5 million (12.7% EBITDA margin) in the first six months of fiscal 2025 compared to $231.8 million (15.6% EBITDA margin) a year ago. EBITDA for the first six months of fiscal 2025 included $17.1 million of restructuring charges, $2.2 million of incremental costs related to the Company’s acquisition activity, $1.7 million acquisition-related fair value adjustments to acquired inventories, and a $3.2 million recovery of stock-based compensation revaluation expenses. EBITDA a year ago included $1.3 million of incremental costs related to the Company’s acquisition activity, and $2.3 million of stock-based compensation expenses due to revaluation. Excluding these costs in both years, adjusted EBITDA was $184.3 million (14.1% adjusted EBITDA margin), compared to $235.4 million (15.8% adjusted EBITDA margin) a year ago. Lower adjusted EBITDA reflected lower revenues, and increased SG&A expenses, partially offset by increased gross margin profitability.

SHARE DATA

During the first six months of fiscal 2025, 2,927 stock options were exercised. At November 6, 2024, the total number of common shares outstanding was 97,926,826. There were also 1,044,310 stock options outstanding to acquire common shares of the Company and 961,366 restricted share units 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 restricted share units ("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 fiscal 2023, 2024 and 2025 restricted share unit grants when such restricted share unit grants are fully vested. During the three months ended September 29, 2024, 332,165 common shares were purchased for $14.7 million and placed in the trust. 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 13, 2023, 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 8,044,818 common shares during the 12-month period ending December 14, 2024.

During the six months ended September 29, 2024, the Company purchased 1,020,887 common shares for $45.9 million, including applicable taxes, under the NCIB.

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.

INVESTMENTS, LIQUIDITY, CASH FLOW AND FINANCIAL RESOURCES

Liquidity, Cash Flow and Financial Resources

(In millions of dollars, except ratios)


As at	September 29, 2024		March 31, 2024
Cash and cash equivalents	$	246.9	$	170.2
Debt-to-equity ratio1	1.09:1		0.79:1

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 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Cash, beginning of period	$	185.1	$	123.5	$	170.2	$	159.9
Total cash provided by (used in):
Operating activities	(44.8)		8.5		(80.2)		(99.3)
Investing activities	(198.2)		(25.9)		(213.6)		(46.2)
Financing activities	301.1		80.9		366.3		173.3
Net foreign exchange difference	3.7		0.4		4.2		(0.3)
Cash, end of period	$	246.9	$	187.4	$	246.9	$	187.4

In the second quarter of fiscal 2025, cash flows used in operating activities were $44.8 million compared to $8.5 million provided by operating activities in the corresponding period a year ago. The decrease in cash flow from operations was primarily attributed to lower net income, primarily related to the impact of lower revenues in the period.

In the six months ended September 29, 2024, cash flows used in operating activities were $80.2 million compared to $99.3 million used in operating activities a year ago. The year-over-year change related primarily to lower investment in non-cash working capital, mainly due to timing of certain customer programs, partially offset by lower net income, which was primarily related to the impact of lower revenues in the period.

In the second quarter of fiscal 2025, the Company’s investment in non-cash working capital increased $74.3 million compared to June 30, 2024. On a year-to-date basis, investment in non-cash working capital increased $181.2 million; accounts receivable increased by 26.3%, or $124.0 million, while net contracts in progress decreased 12.2%, or $47.7 million, compared to March 31, 2024, primarily due to the timing of billings on certain customer contracts and $10.9 million of accounts receivable from recent acquisitions. 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 15.7%, or $46.5 million, to enable fulfillment of Order Backlog, in addition to $28.3 million of inventory from acquired entities. Deposits and prepaid assets increased 1.7% or $1.7 million compared to March 31, 2024. Accounts payable and accrued liabilities decreased 12.0% or $72.8 million compared to March 31, 2024 due to timing of supplier billings and payments and a decrease in stock-based compensation accrual relating to amounts paid out in the quarter, partially offset by contributions from acquisitions of $20.1 million. Provisions increased 11.1% or $4.0 million compared to March 31, 2024 due to costs accrued relating to the fiscal 2025 reorganization.

The free cash flow of the Company for the six months ended September 29, 2024 was an outflow of $112.9 million, compared to an outflow of $144.1 million a year ago primarily due to decreased investments in non-cash working capital, in addition to reduced expenditure on property, plant and equipment. 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".

Non-cash working capital as a percentage of revenue was 30.0% at September 29, 2024 compared to 19.0% at March 31, 2024. Non-cash working capital as a percentage of revenue 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 2025, primarily related to the improvement of certain manufacturing facilities, computer hardware purchases and purchases of production equipment. Intangible asset expenditures were $17.5 million in

the first six months of fiscal 2025, primarily related to computer software and various internal development projects. Capital expenditures for fiscal 2025 for tangible assets and intangible assets are expected to be generally in line with the $70 million to $90 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 29, 2024, the Company had $408.9 million of unutilized multipurpose credit, including letters of credit, available under existing credit facilities and an additional $242.3 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 29, 2024, the Company had utilized $732.5 million under the Credit Facility, of which $732.5 million was classified as long-term debt (March 31, 2024 - $704.0 million) and $0.0 million by way of letters of credit (March 31, 2024 - $0.0 million).

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").

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 29, 2024, all of the covenants were met.

The Company has additional credit facilities available of $110.9 million (40.6 million Euros, U.S $24.0 million, 120.0 million Thai Baht, 5.0 million GBP, 5.0 million CNY, $0.2 million AUD and $2.1 million CAD). The total amount outstanding on these facilities as at September 29, 2024 was $19.5 million, of which $17.3 million was classified as bank indebtedness (March 31, 2024 - $4.1 million), $2.2 million was classified as long-term debt (March 31, 2024 - $2.3 million) and $nil by way of letters of credit (March 31, 2024 - $0.4 million). The interest rates applicable to the credit

facilities range from 0.03% to 8.45% per annum. 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 US 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 US 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 US Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the US Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the US Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The US 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 29, 2024, all of the covenants were met. Subject to certain exceptions, the US 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 US Senior Notes. The Company uses a cross-currency interest rate swap instrument to hedge a portion of its US Senior Notes (see "Risk Management").

On August 21, 2024, the Company completed a private placement of $400 million aggregate principal amount of senior unsecured notes (the "CAD Senior Notes"). Transaction fees of $6.1 million were deferred and will be amortized over the term of the CAD Senior Notes. The Company used the net proceeds to repay amounts owing under the Credit Facility.

The CAD Senior Notes were issued at par, bear interest at a rate of 6.50% per annum and mature on August 21, 2032. 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. At September 29, 2024, 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.

Contractual Obligations

(In millions of dollars)

The Company’s contractual obligations are as follows as at September 29, 2024:


	Payments Due by Period
	Total		<1 Year		1-2 Years		2-3 Years		3-4 Years		4-5 Years		>5 Years
Bank indebtedness	$	17.3	$	17.3	$	—	$	—	$	—	$	—	$	—
Long-term debt obligations1	1,897.3		45.8		45.9		778.3		45.8		504.3		477.2
Lease liability obligations1	146.9		33.5		29.0		23.3		15.6		12.7		32.8
Purchase obligations	361.3		321.9		37.3		1.3		0.5		0.1		0.2
Accounts payable and accrued liabilities	531.7		531.7		—		—		—		—		—
Total	$	2,954.5	$	950.2	$	112.2	$	802.9	$	61.9	$	517.1	$	510.2

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 29, 2024, the total value of outstanding letters of credit was approximately $237.3 million (March 31, 2024 - $171.1 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 statement of financial position.

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.

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 4, 2022, 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 4.241% interest rate. The terms of the hedging instrument ended on November 4, 2024. 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 four- to six-month period.

The Company uses cross-currency swaps as derivative financial instruments to hedge a portion of its foreign exchange risk related to its US Senior Notes. On April 20, 2022, 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 US Senior Notes. The Company will receive interest of 4.125% U.S. per annum and pay interest of 4.169% Canadian. The terms of the hedging instrument will end on December 15, 2025.

The Company manages foreign exchange risk on its Euro-denominated net investments. The Company uses a cross-currency interest rate swap as derivative financial instruments to hedge a portion of the foreign exchange risk related to its Euro-denominated net investment. On April 20, 2022, the Company entered into a cross-currency interest rate swap instrument to swap 161.1 million Euros into Canadian dollars. The Company will receive interest of 4.169% Canadian per annum and pay interest of 2.351% Euros. The terms of the hedging relationship will end on December 15, 2025.

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


	Three Months Ended			Six Months Ended
	September 29 2024	October 1 2023	% change	September 29 2024	October 1 2023	% change
U.S. dollar	1.363	1.343	1.5%	1.366	1.343	1.7	%
Euro	1.500	1.459	2.8%	1.487	1.460	1.8	%

CONSOLIDATED QUARTERLY RESULTS

(In millions of dollars, except per share amounts)


	Q2 2025		Q1 2025		Q4 2024		Q3 2024		Q2 2024		Q1 2024		Q4 2023		Q3 2023
Revenues	$	612.8	$	694.3	$	791.5	$	752.0	$	735.7	$	753.6	$	730.8	$	647.0
Earnings from operations	$	22.2	$	67.6	$	74.8	$	78.5	$	83.0	$	79.0	$	51.9	$	56.0
Adjusted earnings from operations1, 4	$	56.5	$	86.2	$	95.9	$	101.2	$	98.3	$	102.1	$	101.9	$	86.2
Net income (loss)	$	(0.9)	$	35.3	$	48.5	$	47.2	$	50.7	$	47.7	$	29.6	$	29.2

Basic earnings (loss) per share	$	(0.01)	$	0.36	$	0.49	$	0.48	$	0.51	$	0.50	$	0.32	$	0.32
Diluted earnings per share	$	(0.01)	$	0.36	$	0.49	$	0.47	$	0.51	$	0.50	$	0.32	$	0.32
Adjusted basic earnings per share1, 4	$	0.25	$	0.50	$	0.65	$	0.65	$	0.63	$	0.69	$	0.73	$	0.56
Order Bookings2	$	742	$	817	$	791	$	668	$	742	$	690	$	737	$	979
Order Backlog3	$	1,824	$	1,882	$	1,793	$	1,907	$	2,016	$	2,023	$	2,153	$	2,143

1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures" and "Reconciliation of Non-IFRS Measures to IFRS Measures"

2Supplementary financial measure - See "Non-IFRS and Other Financial Measures" and "Order Bookings by Quarter"

3Supplementary financial measure - See "Non-IFRS and Other Financial Measures" and "Order Backlog Continuity"

4The composition of these Non-IFRS Measures has been revised from what was previously disclosed. See "Non-IFRS and Other Financial Measures"

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.

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 Company’s 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.

There were no other significant related party transactions in the first six months of fiscal 2025.

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 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Adjusted EBITDA	$	78.3	$	116.2	$	184.3	$	235.4
Less: restructuring charges	17.1		—		17.1		—
Less: acquisition-related transaction costs	0.9		1.2		2.2		1.3
Less: acquisition-related inventory fair value charges	0.8		—		1.7		—
Less: mark to market portion of stock-based compensation	(1.9)		(2.0)		(3.2)		2.3


EBITDA	$	61.4	$	117.0	$	166.5	$	231.8
Less: depreciation and amortization expense	39.2		34.0		76.7		69.7
Earnings from operations	$	22.2	$	83.0	$	89.8	$	162.1
Less: net finance costs	23.5		15.5		43.1		32.4
Less: provision (recovery) for income taxes	(0.4)		16.8		12.3		31.2
Net income (loss)	$	(0.9)	$	50.7	$	34.4	$	98.5

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 29, 2024										Three Months Ended October 1, 2023
	Earnings from operations		Finance costs		Recovery of income taxes		Net loss		Basic EPS		Earnings from operations		Finance costs		Provision for income taxes		Net income		Basic EPS
Reported (IFRS)	$	22.2	$	(23.5)	$	0.4	$	(0.9)	$	(0.01)	$	83.0	$	(15.5)	$	(16.8)	$	50.7	$	0.51
Amortization of acquisition- related intangibles	17.4		—		—		17.4		0.18		16.1		—		—		16.1		0.17
Restructuring charges	17.1		—		—		17.1		0.17		—		—		—		—		—
Acquisition-related inventory fair value charges	0.8		—		—		0.8		0.01		—		—		—		—		—
Acquisition-related transaction costs	0.9		—		—		0.9		0.01		1.2		—		—		1.2		0.01
Mark to market portion of stock-based compensation	(1.9)		—		—		(1.9)		(0.02)		(2.0)		—		—		(2.0)		(0.02)



Tax effect of the above adjustments1	—		—		(9.0)		(9.0)		(0.09)		—		—		(3.8)		(3.8)		(0.04)
Adjusted (non-IFRS)	$	56.5					$	24.4	$	0.25	$	98.3					$	62.2	$	0.63

1Adjustments to provision for income taxes relate to the income tax effects of adjustment items that are excluded for the purposes of calculating non-IFRS based adjusted net income.


	Six Months Ended September 29, 2024										Six Months Ended October 1, 2023
	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)	$	89.8	$	(43.1)	$	(12.3)	$	34.4	$	0.35	$	162.1	$	(32.4)	$	(31.2)	$	98.5	$	1.02
Amortization of acquisition- related intangibles	35.0		—		—		35.0		0.36		34.7		—		—		34.7		0.36
Restructuring charges	17.1		—		—		17.1		0.17		—		—		—		—		—
Acquisition-related fair value inventory charges	1.7		—		—		1.7		0.02		—		—		—		—		—
Acquisition-related transaction costs	2.2		—		—		2.2		0.02		1.3		—		—		1.3		0.01
Mark to market portion of stock-based compensation	(3.2)		—		—		(3.2)		(0.03)		2.3		—		—		2.3		0.03



Tax effect of the above adjustments1	—		—		(13.7)		(13.7)		(0.14)		—		—		(9.6)		(9.6)		(0.10)
Adjusted (non-IFRS)	$	142.6					$	73.5	$	0.75	$	200.4					$	127.2	$	1.32

1Adjustments to provision for income taxes relate to the income tax effects of adjustment items that are excluded for the purposes of calculating non-IFRS based adjusted net income.

The following table reconciles organic revenue to the most directly comparable IFRS measure (revenue):


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Organic revenue	$	562.6	$	685.5	$	1,220.7	$	1,390.3
Revenues of acquired companies	40.8		14.5		70.8		29.8
Impact of foreign exchange rate changes	9.4		35.7		15.6		69.3
Total revenue	$	612.8	$	735.7	$	1,307.1	$	1,489.4
Organic revenue growth	(23.5)%				(18.0)%

The following table reconciles non-cash working capital as a percentage of revenues to the most directly comparable IFRS measures:


As at	September 29 2024		March 31 2024
Accounts receivable	$	595.3	$	471.3
Income tax receivable	16.1		13.4
Contract assets	589.7		704.7
Inventories	342.4		295.9
Deposits, prepaids and other assets	99.9		98.2
Accounts payable and accrued liabilities	(531.7)		(604.5)
Income tax payable	(41.7)		(44.7)
Contract liabilities	(244.9)		(312.2)
Provisions	(40.0)		(36.0)
Non-cash working capital	$	785.1	$	586.1
Trailing six-month revenues annualized	$	2,614.1	$	3,087.0
Working capital %	30.0%		19.0%

The following table reconciles net debt to the most directly comparable IFRS measures:


As at	September 29 2024		March 31 2024
Cash and cash equivalents	$	246.9	$	170.2
Bank indebtedness	(17.3)		(4.1)
Current portion of lease liabilities	(31.4)		(27.6)
Current portion of long-term debt	(0.2)		(0.2)
Long-term lease liabilities	(96.9)		(83.8)
Long-term debt	(1,594.0)		(1,171.8)
Net Debt	$	(1,492.9)	$	(1,117.3)
Pro Forma Adjusted EBITDA (TTM)	$	439.5	$	485.3
Net Debt to Pro Forma Adjusted EBITDA	3.4x		2.3x

The following table reconciles free cash flow to the most directly comparable IFRS measures:


(in millions of dollars)	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Cash flows provided by (used in) operating activities	$	(44.8)	$	8.5	$	(80.2)	$	(99.3)
Acquisition of property, plant and equipment	(8.1)		(15.9)		(15.2)		(34.5)
Acquisition of intangible assets	(8.7)		(5.9)		(17.5)		(10.3)
Free cash flow	$	(61.6)	$	(13.3)	$	(112.9)	$	(144.1)

Certain non-IFRS financial measures exclude the impact on stock-based compensation expense of the revaluation of deferred share units and restricted share units 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 2025		Q1 2025		Q4 2024		Q3 2024		Q2 2024		Q1 2024		Q4 2023		Q3 2023
Total stock-based compensation expense	$	2.7	$	3.7	$	(4.3)	$	4.7	$	3.5	$	10.0	$	19.3	$	9.9
Less: mark to market portion of stock-based compensation	(1.9)		(1.3)		(8.5)		(0.6)		(2.0)		4.4		15.1		5.6
Base stock-based compensation expense	$	4.6	$	5.0	$	4.2	$	5.3	$	5.5	$	5.6	$	4.2	$	4.3

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. 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 2024 MD&A.

Macroeconomic environment

The Company continues to operate amidst an uncertain macroeconomic environment, including inflation, supply chain disruptions, cross-border tariffs and other impediments to cross-border trade, interest rate changes, regional conflicts, and the impacts of any pandemic or epidemic outbreak or resurgence. Any increase in inflation and interest rates 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 Chief Executive Officer ("CEO") and the Chief Financial Officer ("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 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.

There were no significant changes or material weaknesses in the design of the Company’s internal controls over financial reporting during the second quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Management, including the CEO and 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.

Limitation on Scope

Avidity was acquired on November 16, 2023, Paxiom was acquired on July 24, 2024, and Heidolph was acquired on August 30, 2024. Avidity earnings were consolidated from November 16, 2023, Paxiom earnings were consolidated from July 24, 2024, and Heidolph earnings were consolidated from August 30, 2024. Management has not fully completed its review of internal controls over financial reporting for these newly acquired organizations. Since the acquisitions occurred within the 365 days of the reporting period, management has limited the scope of design and subsequent evaluation of disclosure controls and procedures and internal controls over financial reporting, as permitted pursuant to National Instrument 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings. For the period covered by this MD&A, management has undertaken additional procedures to satisfy itself with respect to the accuracy and completeness of the acquired companies' financial information. The following summary of financial information pertains to the acquisitions that were included in ATS’ interim condensed consolidated financial statements for the quarter ended September 29, 2024.


(millions of dollars)
Revenue1			$65.6 million
Net income1,3			$6.1 million
Current assets2			$119.8 million
Non-current assets2			$416.9 million
Current liabilities2			$48.5 million
Non-current liabilities2			$45.6 million

1 Results from April 1, 2024 to September 29, 2024

2 Balance sheet as at September 29, 2024

3 Net income includes items excluded from management's internal analysis of results, such as amortization expense of acquisition-related intangible assets, acquisition-related fair value adjustments to acquired inventories, finance costs, and certain other adjustments.

RISK FACTORS

Risks applicable to ATS’ business operations are described in the Company’s AIF under "Risk Factors." The AIF is available on SEDAR+ at www.sedarplus.com and on the U.S. Securities Exchange Commission’s EDGAR at www.sec.gov. Such risks described in the AIF remain substantially unchanged. In addition, with respect to the "Update on Large EV Customer Projects" provided herein, the risks titled "Litigation Risk" and "Customer Concentration Risk" in the AIF specifically apply and are supplemented by the following:

Customer Disagreement Risk

Although the Company hopes that it will be able to reach a satisfactory resolution with respect to its disagreement with its customer as referenced in "Update on EV Customer Projects," it is possible that such a resolution is not reached. The Company may decide to pursue a private dispute resolution process or litigation to recover the money it is owed. Any private dispute resolution process or litigation could take a significant amount of time to pursue and to complete, and could result in significant expense for the Company. Any such proceedings could divert the time and attention of management and key personnel from the business operations of the Company which could have a material adverse effect on the Company's operations and financial position. Further, there can be no assurance that the Company ultimately will be successful in recovering the amounts it is owed, or that any such proceedings will be concluded in a manner that is not adverse to the Company. Any inability to resolve the disagreement on satisfactory terms or to conclude any proceedings in a favourable manner could have a material adverse impact on the Company’s business operations and financial condition.

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; expectation on transportation revenues, including the expected decrease in demand for the Company’s solutions in the EV space, and the allocation of resources to other 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; rate of Order Backlog conversion to revenue; 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, including milestone payments relating to certain large EV programs; 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 potential impact of supply chain disruptions; the range of reoccurring revenues as a percentage of total revenues; expectation of realization of cost and revenue synergies from integration of acquired businesses; the closing and completion of any planned acquisitions as anticipated; non-cash working capital levels as a percentage of revenues in the short-term and the long-term; planned reorganization activities, including the reorganization activity

implemented to reflect the expected decrease in demand for the Company’s solutions in the EV space, and its ability to improve the cost structure of the Company, and to be reallocated to growth areas, and the expected timing and cost of the 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 strategic nature and size of electric vehicle programs; revenue growth in other markets and due to acquisitions to offset any reduced volumes from the electric vehicle program in fiscal 2025; expected capital expenditures for fiscal 2025; the uncertainty and potential impact on the Company’s business and operations due to the current macroeconomic environment including the impacts of any epidemic or pandemic outbreak or resurgence, inflation, supply chain disruptions, interest rate changes, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry generally, and regional conflicts; the Company’s potential consideration of any private dispute resolution process or litigation in connection with the existing disagreement with an EV customer; and the Company’s belief with respect to the outcome or impact of any lawsuits, claims 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; 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 strength of the Canadian dollar; risks related to customer concentration; risks related to customer disagreements, and in particular, the risk of failing to reach a satisfactory resolution with respect to the current disagreement with one of the Company’s EV customers and the risk that any proceedings with that EV customer will be concluded in a manner that is adverse to the Company; the risk that the Company will be unsuccessful in collecting the outstanding payments owed in connection with the current disagreement with one of the Company's EV customers and in completing the commissioning of certain large EV programs; risks related to a recession, slowdown, and/or sustained downturn in the economy; 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 effect of events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transaction counterparties, or other companies in the financial services industry generally, or concerns or rumours about any events of these kinds or other similar risks, that have in the past and may in the future lead to market-wide liquidity problems; 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 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 expand 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 reoccurring revenues are not in the expected range; that planned acquisitions are not closed as anticipated or at all; 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 or that the investment is not reallocated to growth areas, 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’ AIF, which are 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; the anticipated growth in the life sciences, food & beverage, consumer products, and energy markets; 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 seek out, enter into and successfully integrate acquisitions; 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.

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.

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 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 deferred share unit ("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 (EBITDA, 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.

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 (loss), (ii) adjusted earnings from operations to net income (loss), (iii) adjusted net income to net income (loss), (iv) adjusted basic earnings (loss) 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 29, 2024 and October 1, 2023, 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 29, 2024 and March 31, 2024 (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 29, 2024 and October 1, 2023 is also contained in this MD&A (see "Order Backlog Continuity").


Exhibit 99.2

ATS CORPORATION

Interim Condensed Consolidated Financial Statements

For the period ended September 29, 2024

(Unaudited)

ATS CORPORATION

Interim Condensed Consolidated Statements of Financial Position

(in thousands of Canadian dollars - unaudited)


As at	Note	September 29 2024		March 31 2024
ASSETS	14
Current assets
Cash and cash equivalents		$	246,937	$	170,177
Accounts receivable	20	595,258		471,345
Income tax receivable		16,058		13,428
Contract assets	20	589,652		704,703
Inventories	5	342,400		295,880
Deposits, prepaids and other assets	6	99,920		98,161
		1,890,225		1,753,694
Non-current assets
Property, plant and equipment	9	313,737		296,977
Right-of-use assets	7	121,830		105,661
Other assets	8	15,968		18,416
Goodwill	10	1,333,483		1,228,600
Intangible assets	11	738,848		679,547
Deferred income tax assets	16	16,890		5,904

		2,540,756		2,335,105
Total assets		$	4,430,981	$	4,088,799
LIABILITIES AND EQUITY
Current liabilities
Bank indebtedness	14	$	17,307	$	4,060
Accounts payable and accrued liabilities		531,653		604,488
Income tax payable		41,669		44,732
Contract liabilities	20	244,850		312,204
Provisions	13	40,007		35,978
Current portion of lease liabilities	7	31,407		27,571
Current portion of long-term debt	14	171		176
		907,064		1,029,209
Non-current liabilities
Employee benefits		26,268		24,585
Long-term lease liabilities	7	96,945		83,808
Long-term debt	14	1,594,002		1,171,796
Deferred income tax liabilities	16	92,227		81,353
Other long-term liabilities	8	26,776		14,101
		1,836,218		1,375,643
Total liabilities		$	2,743,282	$	2,404,852
Commitments and contingencies	14, 18
EQUITY
Share capital	15	$	841,491	$	865,897
Contributed surplus		32,717		26,119
Accumulated other comprehensive income		87,098		64,155
Retained earnings		722,838		724,495
Equity attributable to shareholders		1,684,144		1,680,666
Non-controlling interests		3,555		3,281
Total equity		1,687,699		1,683,947
Total liabilities and equity		$	4,430,981	$	4,088,799

See accompanying notes to the interim condensed consolidated financial statements.

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 29 2024		October 1 2023		September 29 2024		October 1 2023






Revenues	19, 20	$	612,781	$	735,716	$	1,307,051	$	1,489,365

Operating costs and expenses
Cost of revenues		432,509		527,298		920,132		1,068,223
Selling, general and administrative		138,329		121,940		273,660		245,624
Restructuring costs	13	17,075		—		17,075		—
Stock-based compensation	17	2,700		3,455		6,423		13,445

Earnings from operations		22,168		83,023		89,761		162,073

Net finance costs	21	23,534		15,462		43,052		32,408

Income (loss) before income taxes		(1,366)		67,561		46,709		129,665

Income tax expense (recovery)	16	(447)		16,818		12,301		31,198

Net income (loss)		$	(919)	$	50,743	$	34,408	$	98,467

Attributable to
Shareholders		$	(887)	$	50,665	$	34,395	$	98,228
Non-controlling interests		(32)		78		13		239
		$	(919)	$	50,743	$	34,408	$	98,467

Earnings (loss) per share attributable to shareholders
Basic	22	$	(0.01)	$	0.51	$	0.35	$	1.02
Diluted	22	$	(0.01)	$	0.51	$	0.35	$	1.01

See accompanying notes to the interim condensed consolidated financial statements.

ATS CORPORATION

Interim Condensed Consolidated Statements of Comprehensive Income

(in thousands of Canadian dollars - unaudited)



	Three months ended				Six months ended
	September 29 2024		October 1 2023			September 29 2024		October 1 2023
Net income (loss)	$	(919)	$	50,743		$	34,408	$	98,467

Other comprehensive income (loss):

Items to be reclassified subsequently to net income (loss):

Currency translation adjustment (net of income taxes of $nil)	18,323		5,199			29,716		(15,028)

Net unrealized gain (loss) on derivative financial instruments designated as cash flow hedges	34		(4,443)			(1,329)		1,141
Tax impact	(10)		1,139			334		(260)

Loss (gain) transferred to net income (loss) for derivatives designated as cash flow hedges	241		(83)			268		2,404
Tax impact	(61)		23			(71)		(599)

Cross-currency interest rate swap adjustment	(1,875)		5,974			(560)		1,658
Tax impact	469		(1,493)			140		(414)

Variable for fixed interest rate swap adjustment	(6,158)		(11)			(7,059)		3,798
Tax impact	1,540		2			1,765		(950)






Other comprehensive income (loss)	12,503		6,307			23,204		(8,250)

Comprehensive income	$	11,584	$	57,050		$	57,612	$	90,217

Attributable to
Shareholders	$	11,561	$	56,968		$	57,338	$	90,244
Non-controlling interests	23		82			274		(27)
	$	11,584	$	57,050		$	57,612	$	90,217

See accompanying notes to the interim condensed consolidated financial statements.

ATS CORPORATION

Interim Condensed Consolidated Statements of Changes in Equity

(in thousands of Canadian dollars - unaudited)


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 (note 17)	(14,690)		—		—		—		—		—		—		(14,690)
Repurchase of common shares (note 15)	(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


Six months ended October 1, 2023

	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, 2023	$	520,633	$	15,468	$	530,707	$	51,206	$	8,834	$	60,040	$	3,735	$	1,130,583
Net income	—		—		98,228		—		—		—		239		98,467
Other comprehensive income (loss)	—		—		—		(14,762)		6,778		(7,984)		(266)		(8,250)
Total comprehensive income (loss)	—		—		98,228		(14,762)		6,778		(7,984)		(27)		90,217

Non-controlling interest	—		—		471		—		—		—		(679)		(208)
Stock-based compensation	—		5,103		—		—		—		—		—		5,103
Exercise of stock options	1,516		(337)		—		—		—		—		—		1,179
U.S. initial public offering	366,332		—		—		—		—		—		—		366,332
Common shares held in trust	(23,820)		—		—		—		—		—		—		(23,820)

Balance, as at October 1, 2023	$	864,661	$	20,234	$	629,406	$	36,444	$	15,612	$	52,056	$	3,029	$	1,569,386

See accompanying notes to the interim condensed consolidated financial statements.

ATS CORPORATION

Interim Condensed Consolidated Statements of Cash Flows

(in thousands of Canadian dollars - unaudited)



		Three months ended				Six months ended
	Note	September 29 2024		October 1 2023		September 29 2024		October 1 2023

Operating activities
Net income (loss)		$	(919)	$	50,743	$	34,408	$	98,467
Items not involving cash
Depreciation of property, plant and equipment	9	8,977		6,888		16,748		13,680
Amortization of right-of-use assets	7	8,322		7,235		16,404		14,352
Amortization of intangible assets	11	21,979		19,921		43,568		41,650
Deferred income taxes	16	(10,882)		9,683		(15,778)		(327)
Other items not involving cash		(1,261)		(1,871)		(1,061)		(562)
Stock-based compensation	17	3,223		3,106		6,626		5,103

Change in non-cash operating working capital	23	(74,280)		(87,212)		(181,154)		(271,666)
Cash flows provided by (used in) operating activities		$	(44,841)	$	8,493	$	(80,239)	$	(99,303)

Investing activities
Acquisition of property, plant and equipment	9	$	(8,104)	$	(15,905)	$	(15,210)	$	(34,471)
Acquisition of intangible assets	11	(8,717)		(5,896)		(17,526)		(10,305)
Business acquisitions, net of cash acquired	4	(181,669)		(4,511)		(181,669)		(9,659)

Proceeds from disposal of property, plant and equipment	9	268		397		785		8,255
Cash flows used in investing activities		$	(198,222)	$	(25,915)	$	(213,620)	$	(46,180)

Financing activities

Bank indebtedness		$	7,657	$	(389)	$	13,056	$	(2,873)
Repayment of long-term debt		(280,124)		(20,022)		(287,117)		(465,944)
Proceeds from long-term debt		595,854		131,889		714,518		315,984
Proceeds from exercise of stock options		27		229		87		1,179
Proceeds from U.S. initial public offering, net of issuance fees	15	—		(685)		—		362,072


Purchase of non-controlling interest		—		(208)		—		(208)
Repurchase of common shares	15	—		—		(44,983)		—
Acquisition of shares held in trust	17	(14,690)		(23,820)		(14,690)		(23,820)
Principal lease payments		(7,616)		(6,094)		(14,566)		(13,115)
Cash flows provided by financing activities		$	301,108	$	80,900	$	366,305	$	173,275

Effect of exchange rate changes on cash and cash equivalents		3,806		384		4,314		(277)

Increase in cash and cash equivalents		61,851		63,862		76,760		27,515

Cash and cash equivalents, beginning of period		185,086		123,520		170,177		159,867

Cash and cash equivalents, end of period		$	246,937	$	187,382	$	246,937	$	187,382

Supplemental information
Cash income taxes paid		$	12,190	$	13,925	$	29,416	$	25,716
Cash interest paid		$	16,661	$	11,820	$	39,690	$	34,138

See accompanying notes to the interim condensed consolidated financial statements.

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 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 29, 2024 were authorized for issue by the Board of Directors (the “Board”) on November 5, 2024.

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, 2024.

Standards adopted in fiscal 2025

The accounting policies adopted in the preparation of these interim condensed consolidated financial statements are consistent with those followed in the presentation of the Company’s annual consolidated financial statements for the year ended March 31, 2024, except as noted below:

(i) Amendments to IAS 1 - Presentation of Financial Statements

The IASB clarified the classification of liabilities as current or non-current based on the existence of a right to defer settlement at the reporting date. The classification of a liability remains unaffected by the intentions or expectations of the entity to exercise its right to defer settlement, or its ability to settle early.

The IASB reconfirmed that only covenants with which a company must comply on or before the reporting date affect the classification of a liability as current or non-current. Future covenants do not affect classification, however, if there is a future covenant on a non-current liability, entities are required to disclose information regarding the risk that those liabilities could become repayable within 12 months after the reporting date.

The Company adopted these amendments on April 1, 2024 and the adoption did not have an impact on the Company's interim condensed consolidated financial statements.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

Standard 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, 2025, and accordingly, have not been applied in preparing these interim condensed consolidated financial statements. The Company reasonably expects the following standard 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.

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 2024 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.

4. 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 in the second quarter of fiscal 2025, pending post-closing adjustments, was $148,718.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)


Cash used in investing activities was determined as follows:


Cash consideration	$	148,718
Less: cash acquired	(9,923)
	$	138,795

The allocation of the purchase price at fair value is as follows:

Purchase price allocation
Cash	$	9,923
Other current assets	20,743
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	(17,895)
Other long-term liabilities	(10,887)
Deferred tax liability	(16,115)
Net identifiable assets	$	67,713
Residual purchase price allocated to goodwill	81,005
Purchase consideration	$	148,718

Current assets include accounts receivable of $6,750, 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 determined on a provisional basis based on information that is currently available to the Company. Final valuations of certain assets including intangible assets and working capital, are not yet complete due to timing of the acquisition and inherent complexity associated with valuations. The allocation to intangible assets has preliminarily been determined using relative values from comparable transactions. Specifically, a third-party valuation has not been finalized. Therefore, the purchase price allocation is preliminary and is subject to adjustment upon completion of the valuation process and analysis of resulting tax effects.

The primary factors that contributed to a residual purchase price that resulted in the recognition of goodwill are: the acquired workforce, access to growth opportunities in new markets and with existing customers, and the combined strategic value to the Company’s growth plan. Of the amounts assigned to goodwill and intangible assets, approximately 86% of the aggregate are not expected to be deductible for tax purposes. This acquisition was accounted for as a business combination with the Company as the acquirer of Paxiom. The purchase method of accounting was used with an acquisition date of July 24, 2024. Paxiom contributed approximately $9,140 in revenue and $54 in net income from the acquisition date July 24, 2024 to September 29, 2024. If Paxiom had been acquired at the beginning of ATS' fiscal year (April 1, 2024), the Company estimates that revenues and net income of the

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

combined Paxiom and ATS entity for the six months ended September 29, 2024 would have been approximately $18,279 and $108 higher, respectively.

(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 as Heidolph meets the definition of a business under IFRS 3 - Business Combinations. The total purchase price was $45,064 (30,252 Euros).


Cash used in investing activities was determined as follows:


Cash consideration	$	45,064
Less: cash acquired	(2,190)
	$	42,874

The allocation of the purchase price at fair value is as follows:

Purchase price allocation
Cash	$	2,190
Other current assets	20,565
Property, plant and equipment	18,014
Right-of-use assets	3,204
Intangible assets with a definite life

Customer relationships	1,043
Other	297
Intangible assets with an indefinite life
Brands	4,841
Current liabilities	(2,194)
Other long-term liabilities	(4,739)

Net identifiable assets	$	43,221
Residual purchase price allocated to goodwill	1,843
Purchase consideration	$	45,064

Current assets include accounts receivable of $2,331, 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 determined on a provisional basis based on information that is currently available to the Company. Final valuations of certain assets including intangible assets and property, plant, and equipment, are not yet complete due to timing of the acquisition and inherent complexity associated with valuations. The allocation to intangible assets has preliminarily been determined using relative values from comparable transactions. Specifically, a third-party valuation has not been finalized. Therefore, the purchase price allocation is preliminary and is subject to adjustment upon completion of the valuation process and analysis of resulting tax effects.

The primary factors that contributed to a residual purchase price that resulted in the recognition of goodwill are: the acquired workforce and adjacent strategic capabilities that will complement existing ATS businesses to provide comprehensive laboratory solutions. The amounts assigned to goodwill

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

and intangible assets are not expected to be deductible for tax purposes. The purchase method of accounting was used with an acquisition date of August 30, 2024.

5. INVENTORIES


As at	September 29 2024		March 31 2024
Raw materials	$	153,384	$	153,433
Work in progress	123,900		98,245
Finished goods	65,116		44,202
	$	342,400	$	295,880

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 29, 2024 was $1,094 and $2,066 respectively (three and six months ended October 1, 2023 - $1,788 and $3,030, respectively). The amount of inventories carried at net realizable value as at September 29, 2024 was $4,834 (March 31, 2024 - $6,904).

6. DEPOSITS, PREPAIDS AND OTHER ASSETS


As at	September 29 2024		March 31 2024
Prepaid assets	$	39,894	$	38,046
Supplier deposits	33,222		35,686
Investment tax credit receivable	21,015		19,379
Current portion of cross-currency interest rate swap instrument	691		—
Current portion of variable for fixed interest rate swap instrument	85		—
Forward foreign exchange contracts	5,013		5,050
	$	99,920	$	98,161

7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

Changes in the net balance of right-of-use assets during the six months ended September 29, 2024 were as follows:


	Note	Buildings		Vehicles and equipment		Total





Balance, at March 31, 2024		$	85,588	$	20,073	$	105,661
Additions		9,017		6,237		15,254
Amortization		(11,688)		(4,716)		(16,404)
Acquisition of subsidiaries	4	14,766		—		14,766
Exchange and other adjustments		1,621		932		2,553
Balance, at September 29, 2024		$	99,304	$	22,526	$	121,830

Changes in the balance of lease liabilities during the six months ended September 29, 2024 were as follows:

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)


	Note
Balance, at March 31, 2024		$	111,379
Additions		15,254
Interest		2,938
Payments		(17,504)
Acquisition of subsidiaries	4	14,766
Exchange and other adjustments		1,519
Balance, at September 29, 2024		$	128,352
Less: current portion		31,407
		$	96,945

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 29, 2024, the Company recognized expense related to short-term and low-value leases of $954 and $1,791, respectively, in cost of revenues (October 1, 2023 - $1,225 and $2,226, respectively), and $486 and $1,042, respectively, in selling, general and administrative expenses (October 1, 2023 - $203 and $509, respectively) in the interim condensed consolidated statements of income (loss).

8. OTHER ASSETS AND LIABILITIES

Other assets consist of the following:


As at	September 29 2024		March 31 2024
Cross-currency interest rate swap instrument (i)	$	15,952	$	17,204
Variable for fixed interest rate swap instruments (ii)	—		1,198
Other	16		14
Total	$	15,968	$	18,416

Other long-term liabilities consist of the following:


As at	September 29 2024		March 31 2024
Cross-currency interest rate swap instrument (i)	$	20,832	$	14,101
Variable for fixed interest rate swap instrument (ii)	5,944		—

Total	$	26,776	$	14,101

(i) On April 20, 2022, 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 4.169% Canadian. The terms of the hedging instrument will end on December 15, 2025.

The Company entered into a cross-currency interest rate swap instrument on April 20, 2022 to swap 161,142 Euros into Canadian dollars to hedge the net investment in European operations. The Company will receive interest of 4.169% Canadian per annum and pay interest of 2.351% Euros. The terms of the hedging relationship will end on December 15, 2025.

(ii) Effective November 4, 2022, 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 4.241% interest plus a margin. The terms of the hedging instrument ended on November 4, 2024.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

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 plus a margin for the period November 4, 2024 to November 4, 2026.

9. PROPERTY, PLANT AND EQUIPMENT


	Note	Land		Buildings and leaseholds		Production equipment		Other equipment		Total
Cost:





Balance, at March 31, 2024		$	39,727	$	226,225	$	54,464	$	102,423	$	422,839
Additions		737		3,102		2,687		8,684		15,210
Acquisition of subsidiaries	4	4,359		11,212		2,060		1,971		19,602
Disposals		—		(148)		(472)		(634)		(1,254)
Exchange and other adjustments		580		364		1,556		(735)		1,765
Balance, at September 29, 2024		$	45,403	$	240,755	$	60,295	$	111,709	$	458,162

		Land		Buildings and leaseholds		Production equipment		Other equipment		Total
Depreciation:




Balance, at March 31, 2024		$	—	$	(46,780)	$	(22,753)	$	(56,329)	$	(125,862)
Depreciation expense		—		(6,478)		(3,990)		(6,280)		(16,748)
Disposals		—		19		254		341		614
Exchange and other adjustments		—		(849)		(595)		(985)		(2,429)
Balance, at September 29, 2024		$	—	$	(54,088)	$	(27,084)	$	(63,253)	$	(144,425)
Net book value:
At September 29, 2024		$	45,403	$	186,667	$	33,211	$	48,456	$	313,737
At March 31, 2024		$	39,727	$	179,445	$	31,711	$	46,094	$	296,977

10. GOODWILL

The carrying amount of goodwill acquired through business combinations has been allocated to a group of CGUs that combine to form a single operating segment, ATS Corporation, as follows:


As at	Note	September 29 2024		March 31 2024
Balance, at April 1		$	1,228,600	$	1,118,262
Acquisition of subsidiaries	4	82,848		112,201
Exchange and other adjustments		22,035		(1,863)
Balance, at September 29, 2024		$	1,333,483	$	1,228,600

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

11. INTANGIBLE ASSETS


	Note	Development projects		Computer software, licenses and other		Technology		Customer relationships		Brands(i)		Total
Cost:





Balance, at March 31, 2024		$	80,367	$	69,656	$	315,256	$	345,318	$	199,828	$	1,010,425
Additions		12,925		3,856		—		—		745		17,526
Acquisition of subsidiaries	4	—		1,991		10,200		45,743		17,041		74,975

Exchange and other adjustments		12,428		1,562		5,509		3,289		135		22,923
Balance, at September 29, 2024		$	105,720	$	77,065	$	330,965	$	394,350	$	217,749	$	1,125,849

		Development projects		Computer software, licenses and other		Technology		Customer relationships		Brands(i)		Total
Amortization:




Balance, at March 31, 2024		$	(34,045)	$	(38,085)	$	(99,364)	$	(152,973)	$	(6,411)	$	(330,878)
Amortization		(3,988)		(5,243)		(16,750)		(16,087)		(1,500)		(43,568)

Exchange and other adjustments		(8,045)		(1,060)		(3,062)		(2,952)		2,564		(12,555)
Balance, at September 29, 2024		$	(46,078)	$	(44,388)	$	(119,176)	$	(172,012)	$	(5,347)	$	(387,001)
Net book value:
At September 29, 2024		$	59,642	$	32,677	$	211,789	$	222,338	$	212,402	$	738,848
At March 31, 2024		$	46,322	$	31,571	$	215,892	$	192,345	$	193,417	$	679,547

(i) The Company has assessed a portion of its brand intangible assets to have a useful life of five years. The carrying amount of the intangible assets estimated to have an indefinite life as at September 29, 2024 was $200,473 (March 31, 2024 - $183,432).

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

During the three and six months ended September 29, 2024 and the three and six months ended October 1, 2023, there were no changes in the classification of financial assets as a result of a change in the purpose or use of those assets.

During the three and six months ended September 29, 2024 and the three and six months ended October 1, 2023, 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 29, 2024, the Company recorded risk management losses of $2,881 and $4,191, respectively (three and six months ended October 1, 2023 - losses of $1,790 and gains of $4,846, 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 29, 2024, were unrealized gains of $1,650 and $1,287, respectively (three and six months ended October 1, 2023 - unrealized gains of $232 and $324,

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

respectively), representing the change in fair value. In addition, during the three and six months ended September 29, 2024, the Company realized foreign exchange losses of $4,531 and $5,478, respectively (three and six months ended October 1, 2023 - realized losses of $2,022 and realized gains of $4,522, respectively), which were settled.

13. PROVISIONS


	Warranty		Restructuring		Other		Total






Balance, at March 31, 2024	$	13,192	$	21,863	$	923	$	35,978
Provisions made	2,006		17,075		6,611		25,692
Acquisition of subsidiaries	—		1,353		199		1,552

Provisions used	(2,767)		(14,694)		(6,474)		(23,935)
Exchange adjustments	253		467		—		720
Balance, at September 29, 2024	$	12,684	$	26,064	$	1,259	$	40,007

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.

As the Company has discussed in ATS’ management’s discussion and analysis for the first quarter of fiscal 2025, the North American Electric Vehicle market was, and is continuing to, experience a slowdown in sales growth and this has resulted in reduced investment, program cancellations, deferrals, and production volume reductions by various automakers. In response to the expected resulting lower demand for the Company's solutions in this space, the Company initiated activities to reduce the cost structure of its transportation-related businesses. This includes reallocation of resources to other parts of the business, along with workforce reductions. In the second quarter of fiscal 2025, restructuring expenses of $17,075 were recorded in relation to the reorganization. The majority of the remaining actions are expected to be completed during the third quarter of fiscal 2025. The total estimated cost of these activities is expected to be at the higher end of the previously disclosed range of $15,000 to $20,000.

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.

14. BANK INDEBTEDNESS AND LONG-TERM DEBT

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 $750,000 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 29, 2024, the Company had utilized $732,532 under the Credit Facility, of which $732,520

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

was classified as long-term debt (March 31, 2024 - $703,972) and $12 by way of letters of credit (March 31, 2024 - $12).

The Company has additional credit facilities available of $110,935 (40,573 Euros, $24,000 U.S, 120,000 Thai Baht, 5,000 GBP, 5,000 CNY, $150 AUD and $2,111 CAD). The total amount outstanding on these facilities as at September 29, 2024 was $19,497, of which $17,307 was classified as bank indebtedness (March 31, 2024 - $4,060), $2,190 was classified as long-term debt (March 31, 2024 - $2,299) and $nil by way of letters of credit (March 31, 2024 - $376). The interest rates applicable to the credit facilities range from 0.03% to 8.45% per annum. A portion of the long-term debt is secured by certain assets of the Company.

The Company’s U.S. $350,000 aggregate principal amount of senior notes (“the US 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 US 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 US Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the US Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the US Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The US 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 29, 2024, all of the covenants were met. Subject to certain exceptions, the US 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 US Senior Notes. The Company uses a cross-currency interest rate swap instrument to hedge a portion of its US Senior Notes (see note 8).

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

On August 21, 2024, the Company completed a private placement of $400,000 aggregate principal amount of senior unsecured notes (the “CAD Senior Notes”). Transaction fees of $6,080 were deferred and will be amortized over the term of the CAD Senior Notes. The Company used the net proceeds to repay amounts owing under the Credit Facility.

The CAD Senior Notes were issued at par, bear interest at a rate of 6.50% per annum and mature on August 21, 2032. 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. At September 29, 2024, 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 29 2024		March 31 2024
Other facilities	$	17,307	$	4,060

(ii) Long-term debt


As at	September 29 2024		March 31 2024
Credit Facility	$	732,520	$	703,972
Senior Notes	873,095		474,075
Other facilities	2,190		2,299
Issuance costs	(13,632)		(8,374)
	1,594,173		1,171,972
Less: current portion	171		176
	$	1,594,002	$	1,171,796

Scheduled principal repayments and interest payments on long-term debt as at September 29, 2024 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	$	171	$	45,630
One - two years	237		45,622
Two - three years	732,714		45,613
Three - four years	187		45,604
Four - five years	473,293		30,957
Thereafter	401,203		76,037
	$	1,607,805	$	289,463

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

15. SHARE CAPITAL

Authorized share capital of the Company consists of an unlimited number of common shares, without par value, for unlimited consideration.

On December 13, 2023, 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 8,044,818 common shares during the 12-month period ending December 14, 2024.

During the six months ended September 29, 2024, the Company purchased 1,020,887 common shares under the NCIB program for $44,983 (March 31, 2024 - purchased 300 common shares for $14). At September 29, 2024, a total of 7,023,631 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 $900 of transaction costs related to taxes on the share repurchase (note 16).

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, 2024		98,219,496	$	865,897
Exercise of stock options		2,927	115
Common shares held in trust	17	(332,165)	(14,690)

Repurchase of common shares		(1,020,887)	(9,831)
Balance, at September 29, 2024		96,869,371	$	841,491

On May 30, 2023, the Company announced the closing of its U.S. initial public offering on the New York Stock Exchange. A total of 6,900,000 common shares were sold by the Company, at a price of $55.04 ($41 U.S.) per share, for gross proceeds to the Company of $379,797 ($282,900 U.S.). Offering costs of $17,725 ($13,203 U.S.) were paid and deferred tax of $4,260 ($3,173 U.S.) related to the offering costs were recorded to share capital.

16. 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:

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)



		Three months ended				Six months ended
	Note	September 29 2024		October 1 2023		September 29 2024		October 1 2023
Income (loss) before income taxes and non-controlling interest		$	(1,366)	$	67,561	$	46,709	$	129,665
Combined Canadian basic federal and provincial income tax rate		26.50%		26.50%		26.50%		26.50%
Income tax expense (recovery) based on combined Canadian basic federal and provincial income tax rate		$	(362)	$	17,903	$	12,378	$	34,361

Increase (decrease) in income taxes resulting from:
Adjustments in respect of current income tax of previous periods		(769)		907		(88)		752
Non-taxable items net of non-deductible items		(102)		(1,959)		(1,197)		(3,674)
Unrecognized assets		1,889		2,868		4,060		4,607
Income taxed at different rates and statutory rate changes		(518)		(2,430)		(1,917)		(4,079)
Manufacturing and processing allowance and all other items		(585)		(471)		(935)		(769)
At the effective income tax rate of 26% (October 1, 2023 – 24%)		$	(447)	$	16,818	$	12,301	$	31,198

Income tax expense (recovery) reported in the interim condensed consolidated statements of income (loss):
Current tax expense		$	10,435	$	7,135	$	28,079	$	31,525
Deferred tax expense (recovery)		(10,882)		9,683		(15,778)		(327)
		$	(447)	$	16,818	$	12,301	$	31,198

Deferred tax related to items charged or credited directly to equity and goodwill:
Gain (loss) on revaluation of cash flow hedges		$	1,938	$	(329)	$	2,168	$	(2,223)
Opening deferred tax of acquired company	4	(16,115)		(61)		(16,115)		(715)
Other items recognized through equity		(846)		3,562		(1,042)		4,798
Income tax charged directly to equity and goodwill		$	(15,023)	$	3,172	$	(14,989)	$	1,860

Pillar Two legislation became enacted in Canada and came into effect on April 1, 2024 for the Company. Pillar Two introduces a 15% global minimum tax on income earned in each jurisdiction where the Company operates. During the three months and six months ended September 29, 2024, the Company recognized income tax expense related to Pillar Two income taxes of $538 and $1,051 respectively ($nil and $nil in the three and six months ended October 1, 2023) in the interim condensed consolidated statement of income (loss). The Company has applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

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 15).

17. 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 29, 2024, the Company granted nil and 241,327 time vesting stock options (nil and

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

176,112 in the three and six months ended October 1, 2023, 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 29 2024			October 1 2023

	Number of stock options	Weighted average exercise price		Number of stock options	Weighted average exercise price
Stock options outstanding, beginning of period	823,527	$	33.56	785,429	$	26.69
Granted	241,327	45.37		176,112	57.71
Exercised (i)	(2,927)	30.77		(50,195)	23.50
Forfeited	(13,346)	43.35		(5,128)	38.38
Stock options outstanding, end of period	1,048,581	$	36.16	906,218	$	32.83
Stock options exercisable, end of period, time-vested options	550,415	$	28.04	424,635	$	23.65

(i) For the six months ended September 29, 2024, the weighted average share price at the date of exercise was $42.91 (October 1, 2023 - $60.25).

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.



For the six months ended	September 29 2024		October 1 2023
Weighted average risk-free interest rate	3.75	%	3.52	%
Dividend yield	0	%	0	%
Weighted average expected volatility	35	%	36	%
Weighted average expected life	4.75 years		4.77 years
Number of stock options granted: Time-vested	241,327		176,112
Weighted average exercise price per option	$ 45.37		$ 57.71
Weighted average value per option: Time-vested	$ 16.45		$ 20.83

Restricted Share Unit Plan:

During the three and six months ended September 29, 2024, the Company granted 11,031 and 204,308 time-vesting restricted share units (“RSUs”) (23,229 and 151,828 in the three and six months ended October 1, 2023), and nil and 210,803 performance-based RSUs (nil and 126,944 in the three and six months ended October 1, 2023). 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 29, 2024, 332,165 common shares were purchased for $14,690 and placed in trust (387,794

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

shares for $23,820 in the three and six months ended October 1, 2023). At September 29, 2024, 1,057,455 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.

The RSUs issued prior to May 18, 2022 give the employee the right to receive a cash payment based on the market value of a common share of the Company. The RSU liability is recognized quarterly based on the expired portion of the vesting period and the change in the Company’s stock price. The change in value of the RSU liability is included in the interim condensed consolidated statements of income (loss) in the period of the change. At September 29, 2024, the value of the outstanding liability related to the RSU plan was $37 (March 31, 2024 - $13,875). The RSU liability is included in accounts payable and accrued liabilities on the interim condensed consolidated statements of financial position.

The weighted average remaining vesting period for the time-vesting RSUs and performance-based RSUs to be settled in cash is 0.75 years.

Deferred Stock Unit Plan:

During the three and six months ended September 29, 2024, the Company granted nil and 43,456 units, respectively (three and six months ended October 1, 2023 - nil and 29,395, respectively). The Deferred Stock Unit (“DSU”) liability is revalued at each reporting date based on the change in the Company’s stock price. The change in value of the DSU liability is included in the interim condensed consolidated statements of income (loss). As at September 29, 2024, the value of the outstanding liability related to the DSUs was $18,209 (March 31, 2024 - $19,661). The DSU liability is revalued at each reporting date based on the change in the Company’s stock price. 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.

The following table shows the compensation expense (recovery) related to the Company’s share-based payment plans:



For the three months ended	September 29 2024		October 1 2023
Stock options	$	753	$ 500
RSUs	3,315		3,703
DSUs	(1,368)		(748)
	$	2,700	$	3,455


For the six months ended	September 29 2024		October 1 2023
Stock options	$	1,510	$	1,012
RSUs	6,365		10,994
DSUs	(1,452)		1,439
	$	6,423	$	13,445

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

18. COMMITMENTS AND CONTINGENCIES


The minimum purchase obligations are as follows as at September 29, 2024:
Less than one year	$	321,936
One - two years	37,276
Two - three years	1,322
Three - four years	524
Four - five years	53
More than five years	149
	$	361,260

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.

19. 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 29, 2024
	Right-of-use assets		Property, plant and equipment		Intangible assets
Canada	$	33,880	$	65,615	$	96,702
United States	22,059		139,864		421,873
Germany	25,418		53,416		44,491
Italy	18,061		41,292		133,443
Other Europe	18,045		10,899		32,917
Other	4,367		2,651		9,422
Total Company	$	121,830	$	313,737	$	738,848

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)


As at	March 31, 2024
	Right-of-use assets		Property, plant and equipment		Intangible assets
Canada	$	30,483	$	62,895	$	28,558
United States	11,273		143,642		434,039
Germany	24,849		35,158		38,945
Italy	16,819		39,439		133,447
Other Europe	17,627		13,581		34,672
Other	4,610		2,262		9,886
Total Company	$	105,661	$	296,977	$	679,547


Revenue from external customers	Three months ended					Six months ended
		September 29 2024		October 1 2023			September 29 2024		October 1 2023
Canada		$	30,484	$	21,780		$	68,069	$	64,927
United States		262,731		371,018			583,063		723,755
Germany		57,383		74,914			109,624		146,294
Italy		24,620		32,809			45,664		66,472
Other Europe		146,731		149,760			298,404		296,482
Other		90,832		85,435			202,227		191,435
Total Company		$	612,781	$	735,716		$	1,307,051	$	1,489,365

For the six months ended September 29, 2024, the Company had revenues from a single customer that amounted to 10.9% of total consolidated revenues (six months ended October 1, 2023 - revenues from a single customer amounted to 25.5%).

20. REVENUE FROM CONTRACTS WITH CUSTOMERS

(a) Revenue by type:


	Three months ended					Six months ended
		September 29 2024		October 1 2023			September 29 2024		October 1 2023
Revenues from construction contracts		$	317,462	$	479,755		$	712,455	$	988,623
Services rendered		162,554		149,078			333,743		291,381
Sale of goods		132,765		106,883			260,853		209,361
Total Company		$	612,781	$	735,716		$	1,307,051	$	1,489,365

(b) Disaggregation of revenue from contracts with customers:


	Three months ended					Six months ended
Revenues by market		September 29 2024		October 1 2023			September 29 2024		October 1 2023
Life Sciences		$	350,363	$	291,458		$	678,784	$	576,428
Transportation		69,220		252,201			213,644		470,734
Food & Beverage		93,908		109,840			190,723		240,454
Consumer Products		73,486		64,541			161,230		148,184
Energy		25,804		17,676			62,670		53,565
Total Company		$	612,781	$	735,716		$	1,307,051	$	1,489,365

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)


	Three months ended					Six months ended
Timing of revenue recognition based on transfer of control		September 29 2024		October 1 2023			September 29 2024		October 1 2023
Goods and services transferred at a point in time		$	132,765	$	106,883		$	260,853	$	209,361
Goods and services transferred over time		480,016		628,833			1,046,198		1,280,004
Total Company		$	612,781	$	735,716		$	1,307,051	$	1,489,365


As at	September 29 2024		March 31 2024
Trade receivables	$	559,536	$	437,329
Contract assets	589,652		704,703
Contract liabilities	(244,850)		(312,204)
Unearned revenue (i)	(69,590)		(51,056)
Net contract balances	$	834,748	$	778,772

(i) The unearned revenue liability is included in accounts payable and accrued liabilities on the interim condensed consolidated statements of financial position.


As at	September 29 2024		March 31 2024
Contracts in progress:
Costs incurred	$	4,167,581	$	3,936,631
Estimated earnings	1,484,945		1,354,259
	5,652,526		5,290,890
Progress billings	(5,307,724)		(4,898,391)
Net contract assets and liabilities	$	344,802	$	392,499

The Company applies estimates, judgments and assumptions based on parameters available when the interim condensed consolidated financial statements were prepared. While the Company has a disagreement with one of its electric vehicle customers, revenue in the interim condensed consolidated financial statements is recognized based on the amount of consideration that the Company expects to receive based on fulfillment of its contractual obligations. Pending resolution of this disagreement, the realization of certain contract assets and trade receivables may be delayed outside the Company’s normal operating cycle.

21. NET FINANCE COSTS


		Three months ended				Six months ended
	Note	September 29 2024		October 1 2023		September 29 2024		October 1 2023
Interest expense		$	22,652	$	14,517	$	41,066	$	30,618
Interest on lease liabilities	7	1,518		1,459		2,938		2,644
Interest income		(636)		(514)		(952)		(854)
		$	23,534	$	15,462	$	43,052	$	32,408

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

22. 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 29 2024	October 1 2023
Weighted average number of common shares outstanding	97,926,369	98,883,583
Dilutive effect of RSUs	124,452	134,615
Dilutive effect of performance-based RSUs	202,081	190,633
Dilutive effect of stock option conversion	184,434	373,369
Diluted weighted average number of common shares outstanding	98,437,336	99,582,200


For the six months ended	September 29 2024	October 1 2023
Weighted average number of common shares outstanding	98,022,787	96,617,655
Dilutive effect of RSUs	129,894	123,997
Dilutive effect of performance-based RSUs	202,081	197,339
Dilutive effect of stock option conversion	207,595	378,166
Diluted weighted average number of common shares outstanding	98,562,357	97,317,157

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 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 29, 2024, stock options to purchase 411,560 common shares, 191,414 RSUs and 337,442 performance-based RSUs are excluded from the weighted average number of common shares in the calculation of diluted earnings (loss) per share as they are anti-dilutive (97,320 common shares, 125,690 RSUs and nil performance-based RSUs were excluded for the three and six months ended October 1, 2023).

23. SUPPLEMENTAL CASH FLOW INFORMATION

The following table sets forth the supplemental cash flow information on net change in non-cash working capital:

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)


	Three months ended					Six months ended
		September 29 2024		October 1 2023			September 29 2024		October 1 2023
Accounts receivable		$	(17,972)	$	(107,220)		$	(114,832)	$	(111,171)
Income tax receivable		(2,343)		(2,219)			(2,193)		$	(2,866)
Contract assets		136,775		15,768			115,051		$	(65,135)
Inventories		(8,377)		(10,473)			(17,235)		$	(23,207)
Deposits, prepaids and other assets		9,596		(4,297)			2,366		$	(1,524)
Accounts payable and accrued liabilities		(72,030)		(5,031)			(89,976)		$	(54,346)
Income tax payable		(121)		(6,329)			(5,395)		$	379
Contract liabilities		(120,509)		35,770			(67,354)		$	(9,435)
Provisions		8,700		(1,784)			2,477		$	(6,925)
Foreign exchange and other		(7,999)		(1,397)			(4,063)		$	2,564
Total change in non-cash working capital		$	(74,280)	$	(87,212)		$	(181,154)	$	(271,666)


Appendix 99.3

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Andrew Hider, 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 29, 2024.

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 N/A

5.3 Limitation of scope of design: The issuer has disclosed in its interim MD&A

a.the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

i.N/A

ii.N/A

iii.a business that the issuer has acquired not more than 365 days before the last day of the period covered by the interim filings; and

b.summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer has acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

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 July 1, 2024 and ended on September 29, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 6, 2024

/s/ “Andrew Hider”
Andrew Hider
Chief Executive Officer


Appendix 99.4

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Ryan McLeod, 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 29, 2024.

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

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.

5.2 N/A

5.3 Limitation of scope of design: The issuer has disclosed in its interim MD&A

a.the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

i.N/A

ii.N/A

iii.a business that the issuer has acquired not more than 365 days before the last day of the period covered by the interim filings; and

Date: November 6, 2024

/s/ “Ryan McLeod”
Ryan McLeod
Chief Financial Officer


Appendix 99.5

ATS Reports Second Quarter Fiscal 2025 Results

11/06/2024

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 29, 2024. All references to "$" or "dollars" in this news release are to Canadian dollars unless otherwise indicated.

Second quarter highlights:

•Revenues decreased 16.7% year over year to $612.8 million.

•Net loss was $0.9 million compared to net income of $50.7 million a year ago.

•Basic earnings (loss) per share were (1) cent, compared to 51 cents a year ago.

•Adjusted EBITDA1 was $78.3 million compared to $116.2 million a year ago.

•Adjusted basic earnings per share1 were 25 cents compared to 63 cents a year ago.

•Order Bookings2 were $742 million, flat year over year.

•Order Backlog2 was $1,824 million at the end of the quarter.

"Today ATS reported second quarter results for fiscal '25. Financial results were mixed, given lower transportation revenues, offset by solid execution across the majority of our businesses, most notably in life sciences where we are driving profitable growth both organically and through acquisition. We also had the highest quarterly bookings in company history for our life sciences business," said Andrew Hider, Chief Executive Officer. "As expected, overall revenues were lower as a result of the anticipated reduction in transportation revenues due to shifting customer investment trends in North American electric vehicle production. As planned, we took action to lower our cost structure to address this market dynamic."

The Company also provided an update on its large electric vehicle ("EV") projects (see "Update on Large EV Customer Projects").

Year-to-date highlights:

•Revenues decreased 12.2% year over year to $1,307.1 million.

•Net Income decreased 65.1% year over year to $34.4 million.

•Basic earnings per share decreased 65.7% year over year to $0.35.

•Adjusted EBITDA1 decreased 21.7% year over year to $184.3 million.

•Adjusted basic earnings per share1 decreased 43.2% year over year to $0.75.

•Order Bookings1 were $1,559 million, compared to $1,432 million a year ago.

Mr. Hider added: "During the quarter, we completed the acquisitions of Paxiom and Heidolph, further diversifying our offerings across market verticals. Our teams remain focused on disciplined execution of strategy for value creation, supported by our ABM."

1 Non-IFRS measure: see “Notice to Reader: Non-IFRS and Other Financial Measures”.
2 Supplementary financial measure: see “Notice to Reader: Non-IFRS and Other Financial Measures”.

Financial results

(In millions of dollars, except per share and margin data)


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Variance	Six Months Ended September 29, 2024		Six Months Ended October 1, 2023		Variance

Revenues	$	612.8	$	735.7	(16.7)%	$	1,307.1	$	1,489.4	(12.2)%
Net income (loss)	$	(0.9)	$	50.7	(101.8)%	$	34.4	$	98.5	(65.1)%
Adjusted earnings from operations1	$	56.5	$	98.3	(42.5)%	$	142.6	$	200.4	(28.8)%
Adjusted earnings from operations margin2		9.2%		13.4%	(414)bps		10.9%		13.5%	(255)bps
Adjusted EBITDA1	$	78.3	$	116.2	(32.6)%	$	184.3	$	235.4	(21.7)%
Adjusted EBITDA margin2		12.8%		15.8%	(302)bps		14.1%		15.8%	(171)bps
Basic earnings (loss) per share	$	(0.01)	$	0.51	(102.0)%	$	0.35	$	1.02	(65.7)%
Adjusted basic earnings per share1	$	0.25	$	0.63	(60.3)%	$	0.75	$	1.32	(43.2)%
Order Bookings3	$	742	$	742	—%	$	1,559	$	1,432	8.9%


As At	September 29 2024		October 1 2023		Variance
Order Backlog3	$	1,824	$	2,016	(9.5)%

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."

Recent Acquisitions

On July 24, 2024, the Company acquired Paxiom Group ("Paxiom"). With headquarters in Montreal, Canada, Paxiom is a provider of primary, secondary, and end-of-line packaging machines in the food and beverage, cannabis, and pharmaceutical industries. Paxiom's product line is expected to complement ATS’ packaging and food technology businesses and allow ATS to offer complete packaging and end-of-line solutions. The total purchase price paid in the second quarter of fiscal 2025 was $148.7 million.

On August 30, 2024, the Company acquired all material assets of Heidolph Instruments GmbH & Co. KG and Hans Heidolph GmbH ("Heidolph"), a leading manufacturer of premium lab equipment for the life sciences and pharmaceutical industries, with headquarters in Schwabach, Germany and facilities in the United States, South Korea and China. The purchase price paid in the second quarter of fiscal 2025 was $45.1 million ($30.3 million Euros).

Second quarter summary

or 23.5%, partially offset by increased revenues earned by acquired companies of $40.8 million, which included $25.7 million from Avidity Science, LLC ("Avidity") and $9.1 million from Paxiom. Revenues generated from construction contracts decreased 33.8% or $162.2 million from the prior period due to lower Order Backlog entering the period, primarily within the transportation market which included several large electric vehicle ("EV") Order Bookings a year ago. Revenues from services increased 9.0% or $13.4 million due to revenues earned by acquired companies of $7.9 million, in addition to organic revenue growth and the positive impact of foreign exchange translation. Revenues from the sale of goods increased 24.2% or $25.9 million primarily due revenues earned by acquired companies of $26.4 million, most notably from Avidity.

Net loss for the second quarter of fiscal 2025 was $0.9 million ((1) cent per share basic), compared to net income of $50.7 million (51 cents per share basic) for the second quarter of fiscal 2024. The decrease primarily reflected lower revenues, higher selling, general and administrative ("SG&A") expenses, and restructuring charges in the period, partially offset by increased margins. Adjusted basic earnings per share were 25 cents compared to 63 cents in the second quarter of fiscal 2024 (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").

Order Backlog Continuity

(In millions of dollars)


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Opening Order Backlog	$	1,882	$	2,023	$	1,793	$	2,153
Revenues	(613)		(736)		(1,307)		(1,489)
Order Bookings	742		742		1,559		1,432
Order Backlog adjustments1, 2	(187)		(13)		(221)		(80)
Total	$	1,824	$	2,016	$	1,824	$	2,016

1.Order Backlog adjustments include incremental Order Backlog of acquired companies ($12 million acquired with Paxiom in the three and six months ended September 29, 2024), foreign exchange adjustments, scope changes and cancellations.

2.See "Update on Large EV Customer Projects."

Order Bookings

Second quarter of fiscal 2025 Order Bookings were $742 million, unchanged from the prior period, comprised of a decrease of 10.4% in organic Order Bookings growth, offset by 8.7% of growth from acquired companies and 1.7% from foreign exchange translation. Order Bookings from acquired companies totalled $64.5 million. By market, Order Bookings in life sciences increased compared to the prior-year period primarily due to organic growth, along with $57.8 million of contributions from acquired companies, including $48.5 million from Avidity. Order Bookings in transportation decreased compared to the prior-year period, as expected, reflecting reduced investment in EV production by North American transportation customers as they respond to dynamics in their markets. Order Bookings in food & beverage decreased from the prior period due to timing of customer projects, partially offset by contributions from acquired companies of $6.7 million. Order Bookings in consumer products increased from the prior period primarily due to the timing of customer projects. Order Bookings in energy decreased compared to the prior-year period primarily due to a grid battery program order included in the prior year.

Backlog

Outlook

"Update on Large EV Customer Projects" below. Funnel activity in food & beverage remains strong. The Company continues to benefit from strong brand recognition within the global tomato processing, other soft fruits processing and vegetable processing industries, and there is continued interest in automated solutions within the food & beverage market more broadly. Funnel activity in consumer products is stable; inflationary pressures continue to have an effect on discretionary spending by consumers, which may impact timing of some customer investments. 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 small modular reactor market, and grid battery storage.

Funnel growth in markets where environmental, social and governance requirements are an increasing focus for customers — including nuclear and grid battery storage, as well as consumer goods packaging — provide ATS with opportunities to use its capabilities to respond to customer sustainability standards and goals, including global and regional requirements to reduce carbon emissions. Customers seeking to de-risk or enhance the resiliency of their supply chains, address a shortage of skilled workers or combat higher labour costs also provide future opportunities for ATS to pursue. Management believes that the underlying trends driving customer demand for ATS solutions including rising labour costs, labour shortages, production onshoring or reshoring and the need for scalable, high-quality, energy-efficient production remain favourable.

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 make progress in line with its plans to integrate acquired companies, and expects to realize cost and revenue synergies consistent with announced integration plans.

Update on Large EV Customer Projects

In addition, as disclosed in management's discussion and analysis for the first quarter of fiscal 2025 (the "Q1F25 MD&A"), due to the size and timing of milestone payments for certain large EV programs, the Company could still see its non-cash working capital remain elevated until these milestone payments are received. Management has been, and continues to be, engaged in discussions with the particular customer of these large EV programs with respect to outstanding payments owed and completing the commissioning of these projects in order to receive final milestone payments. The systems comprising the projects are operating and producing products for the customer, and where the Company has completed its commissioning procedures, the systems have met or exceeded expectations, including with respect to production capacity. While these discussions are continuing, and management is making good faith efforts to resolve disagreements with the customer so that the Company can re-commence commissioning procedures, subsequent to the end of the second fiscal quarter these discussions have become more challenging. Although the Company is continuing its efforts to resolve disagreements with the customer, the Company is prepared to consider all legal avenues available to it, including dispute resolution mechanisms and litigation, if necessary (see "Risk Factors").

with this customer and that it is owed these amounts for work completed, as reflected on its statement of financial position in the second quarter of fiscal 2025 interim condensed consolidated financial statements.

In light of recent developments, including the continuing market trends in North America with respect to EV sales, and as previously disclosed, management continues to expect that transportation will be a smaller portion of ATS' overall business going forward. The Company has been implementing its previously disclosed reorganization efforts to reflect these expectations and, where possible, allocate resources to other markets where the Company has identified greater opportunities for continued growth.

Risk Factors
Risks applicable to ATS’ business operations are described in the Company’s AIF under "Risk Factors." The AIF is available on SEDAR+ at www.sedarplus.com and on the U.S. Securities Exchange Commission’s EDGAR at www.sec.gov. Such risks described in the AIF remain substantially unchanged. In addition, with respect to the "Update on Large EV Customer Projects" provided herein, the risks titled "Litigation Risk" and "Customer Concentration Risk" in the AIF specifically apply and are supplemented by an additional "Customer Disagreement Risk" in the Company's management's discussion and analysis for the second quarter of fiscal 2025 (the "Q2F25 MD&A") (see "Risk Factors" in the Q2F25 MD&A).

Quarterly Conference Call

ATS will host a conference call and webcast at 8:30 a.m. eastern on Wednesday, November 6, 2024 to discuss its quarterly results. The listen-only webcast can be accessed live at www.atsautomation.com. The conference call can be accessed live by dialing (888) 660-6652 or (646) 960-0554 five minutes prior. 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 13, 2024) 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 over 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 Galison			Matthew Robinson
Head of Investor Relations			Director, Corporate 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
dgalison@atsautomation.com			mrobinson@atsautomation.com

SOURCE: ATS Corporation

Consolidated Revenues

(In millions of dollars)


Revenues by type	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Revenues from construction contracts	$	317.5	$	479.7	$	712.5	$	988.6
Services rendered	162.5		149.1		333.7		291.4
Sale of goods	132.8		106.9		260.9		209.4
Total revenues	$	612.8	$	735.7	$	1,307.1	$	1,489.4


Revenues by market	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Life Sciences	$	350.4	$	291.5	$	678.8	$	576.4
Transportation	69.2		252.2		213.7		470.7
Food & Beverage	93.9		109.8		190.7		240.5
Consumer Products	73.5		64.5		161.2		148.2
Energy	25.8		17.7		62.7		53.6
Total revenues	$	612.8	$	735.7	$	1,307.1	$	1,489.4

Consolidated Operating Results
(In millions of dollars)


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Earnings from operations	$	22.2	$	83.0	$	89.8	$	162.1
Amortization of acquisition-related intangible assets	17.4		16.1		35.0		34.7
Acquisition-related transaction costs	0.9		1.2		2.2		1.3
Acquisition-related inventory fair value charges	0.8		—		1.7		—


Restructuring charges	17.1		—		17.1		—
Mark to market portion of stock-based compensation	(1.9)		(2.0)		(3.2)		2.3
Adjusted earnings from operations1	$	56.5	$	98.3	$	142.6	$	200.4

1Non-IFRS Financial Measure, See "Non-IFRS and Other Financial Measures"


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Earnings from operations	$	22.2	$	83.0	$	89.8	$	162.1
Depreciation and amortization	39.2		34.0		76.7		69.7
EBITDA1	$	61.4	$	117.0	$	166.5	$	231.8
Restructuring charges	17.1		—		17.1		—
Acquisition-related transaction costs	0.9		1.2		2.2		1.3
Acquisition-related inventory fair value charges	0.8		—		1.7		—
Mark to market portion of stock-based compensation	(1.9)		(2.0)		(3.2)		2.3


Adjusted EBITDA1	$	78.3	$	116.2	$	184.3	$	235.4

1Non-IFRS Financial Measure, See "Non-IFRS and Other Financial Measures"

Order Backlog by Market

(In millions of dollars)


As at	September 29, 2024		October 1, 2023
Life Sciences	$	1,132	$	857
Transportation	207		736
Food & Beverage	210		162
Consumer Products	166		152
Energy	109		109
Total	$	1,824	$	2,016

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 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Adjusted EBITDA	$	78.3	$	116.2	$	184.3	$	235.4
Less: restructuring charges	17.1		—		17.1		—
Less: acquisition-related transaction costs	0.9		1.2		2.2		1.3
Less: acquisition-related inventory fair value charges	0.8		—		1.7		—
Less: mark to market portion of stock-based compensation	(1.9)		(2.0)		(3.2)		2.3


EBITDA	$	61.4	$	117.0	$	166.5	$	231.8
Less: depreciation and amortization expense	39.2		34.0		76.7		69.7
Earnings from operations	$	22.2	$	83.0	$	89.8	$	162.1
Less: net finance costs	23.5		15.5		43.1		32.4
Less: provision (recovery) for income taxes	(0.4)		16.8		12.3		31.2
Net income (loss)	$	(0.9)	$	50.7	$	34.4	$	98.5


	Three Months Ended September 29, 2024										Three Months Ended October 1, 2023
	Earnings from operations		Finance costs		Recovery of income taxes		Net loss		Basic EPS		Earnings from operations		Finance costs		Provision for income taxes		Net loss		Basic EPS
Reported (IFRS)	$	22.2	$	(23.5)	$	0.4	$	(0.9)	$	(0.01)	$	83.0	$	(15.5)	$	(16.8)	$	50.7	$	0.51
Amortization of acquisition- related intangibles	17.4		—		—		17.4		0.18		16.1		—		—		16.1		0.17
Restructuring charges	17.1		—		—		17.1		0.17		—		—		—		—		—
Acquisition-related inventory fair value charges	0.8		—		—		0.8		0.01		—		—		—		—		—
Acquisition-related transaction costs	0.9		—		—		0.9		0.01		1.2		—		—		1.2		0.01
Mark to market portion of stock-based compensation	(1.9)		—		—		(1.9)		(0.02)		(2.0)		—		—		(2.0)		(0.02)



Tax effect of the above adjustments1	—		—		(9.0)		(9.0)		(0.09)		—		—		(3.8)		(3.8)		(0.04)
Adjusted (non-IFRS)	$	56.5					$	24.4	$	0.25	$	98.3					$	62.2	$	0.63

1Adjustments to provision for income taxes relate to the income tax effects of adjustment items that are excluded for the purposes of calculating non-IFRS based adjusted net income.


	Six Months Ended September 29, 2024										Six Months Ended October 1, 2023
	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)	$	89.8	$	(43.1)	$	(12.3)	$	34.4	$	0.35	$	162.1	$	(32.4)	$	(31.2)	$	98.5	$	1.02
Amortization of acquisition- related intangibles	35.0		—		—		35.0		0.36		34.7		—		—		34.7		0.36
Restructuring charges	17.1		—		—		17.1		0.17		—		—		—		—		—
Acquisition-related fair value inventory charges	1.7		—		—		1.7		0.02		—		—		—		—		—
Acquisition-related transaction costs	2.2		—		—		2.2		0.02		1.3		—		—		1.3		0.01
Mark to market portion of stock-based compensation	(3.2)		—		—		(3.2)		(0.03)		2.3		—		—		2.3		0.03



Tax effect of the above adjustments1	—		—		(13.7)		(13.7)		(0.14)		—		—		(9.6)		(9.6)		(0.10)
Adjusted (non-IFRS)	$	142.6					$	73.5	$	0.75	$	200.4					$	127.2	$	1.32

1Adjustments to provision for income taxes relate to the income tax effects of adjustment items that are excluded for the purposes of calculating non-IFRS based adjusted net income.

The following table reconciles organic revenue to the most directly comparable IFRS measure (revenue):


	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Organic revenue	$	562.6	$	685.5	$	1,220.7	$	1,390.3
Revenues of acquired companies	40.8		14.5		70.8		29.8
Impact of foreign exchange rate changes	9.4		35.7		15.6		69.3
Total revenue	$	612.8	$	735.7	$	1,307.1	$	1,489.4
Organic revenue growth	(23.5)%				(18.0)%

The following table reconciles non-cash working capital as a percentage of revenues to the most directly comparable IFRS measures:


As at	September 29 2024		March 31 2024
Accounts receivable	$	595.3	$	471.3
Income tax receivable	16.1		13.4
Contract assets	589.7		704.7
Inventories	342.4		295.9
Deposits, prepaids and other assets	99.9		98.2
Accounts payable and accrued liabilities	(531.7)		(604.5)
Income tax payable	(41.7)		(44.7)
Contract liabilities	(244.9)		(312.2)
Provisions	(40.0)		(36.0)
Non-cash working capital	$	785.1	$	586.1
Trailing six-month revenues annualized	$	2,614.1	$	3,087.0
Working capital %	30.0%		19.0%

The following table reconciles net debt to the most directly comparable IFRS measures:


As at	September 29 2024		March 31 2024
Cash and cash equivalents	$	246.9	$	170.2
Bank indebtedness	(17.3)		(4.1)
Current portion of lease liabilities	(31.4)		(27.6)
Current portion of long-term debt	(0.2)		(0.2)
Long-term lease liabilities	(96.9)		(83.8)
Long-term debt	(1,594.0)		(1,171.8)
Net Debt	$	(1,492.9)	$	(1,117.3)
Pro Forma Adjusted EBITDA (TTM)	$	439.5	$	485.3
Net Debt to Pro Forma Adjusted EBITDA	3.4x		2.3x

The following table reconciles free cash flow to the most directly comparable IFRS measures:


(in millions of dollars)	Three Months Ended September 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Cash flows provided by (used in) operating activities	$	(44.8)	$	8.5	$	(80.2)	$	(99.3)
Acquisition of property, plant and equipment	(8.1)		(15.9)		(15.2)		(34.5)
Acquisition of intangible assets	(8.7)		(5.9)		(17.5)		(10.3)
Free cash flow	$	(61.6)	$	(13.3)	$	(112.9)	$	(144.1)

The following table reconciles total stock-based compensation expense to its components:



(in millions of dollars)	Q2 2025		Q1 2025		Q4 2024		Q3 2024		Q2 2024		Q1 2024		Q4 2023		Q3 2023
Total stock-based compensation expense	$	2.7	$	3.7	$	(4.3)	$	4.7	$	3.5	$	10.0	$	19.3	$	9.9
Less: Mark to market portion of stock-based compensation	(1.9)		(1.3)		(8.5)		(0.6)		(2.0)		4.4		15.1		5.6
Base stock-based compensation expense	$	4.6	$	5.0	$	4.2	$	5.3	$	5.5	$	5.6	$	4.2	$	4.3

INVESTMENTS, LIQUIDITY, CASH FLOW AND FINANCIAL RESOURCES
(In millions of dollars, except ratios)


As at	September 29, 2024		March 31, 2024
Cash and cash equivalents	$	246.9	$	170.2
Debt-to-equity ratio1	1.09:1		0.79:1

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 29, 2024		Three Months Ended October 1, 2023		Six Months Ended September 29, 2024		Six Months Ended October 1, 2023

Cash, beginning of period	$	185.1	$	123.5	$	170.2	$	159.9
Total cash provided by (used in):
Operating activities	(44.8)		8.5		(80.2)		(99.3)
Investing activities	(198.2)		(25.9)		(213.6)		(46.2)
Financing activities	301.1		80.9		366.3		173.3
Net foreign exchange difference	3.7		0.4		4.2		(0.3)
Cash, end of period	$	246.9	$	187.4	$	246.9	$	187.4

ATS CORPORATION

Interim Condensed Consolidated Statements of Financial Position

(in thousands of Canadian dollars - unaudited)


As at	September 29 2024		March 31 2024
ASSETS
Current assets
Cash and cash equivalents	$	246,937	$	170,177
Accounts receivable	595,258		471,345
Income tax receivable	16,058		13,428
Contract assets	589,652		704,703
Inventories	342,400		295,880
Deposits, prepaids and other assets	99,920		98,161
	1,890,225		1,753,694
Non-current assets
Property, plant and equipment	313,737		296,977
Right-of-use assets	121,830		105,661
Other assets	15,968		18,416
Goodwill	1,333,483		1,228,600
Intangible assets	738,848		679,547
Deferred income tax assets	16,890		5,904

	2,540,756		2,335,105
Total assets	$	4,430,981	$	4,088,799
LIABILITIES AND EQUITY
Current liabilities
Bank indebtedness	$	17,307	$	4,060
Accounts payable and accrued liabilities	531,653		604,488
Income tax payable	41,669		44,732
Contract liabilities	244,850		312,204
Provisions	40,007		35,978
Current portion of lease liabilities	31,407		27,571
Current portion of long-term debt	171		176
	907,064		1,029,209
Non-current liabilities
Employee benefits	26,268		24,585
Long-term lease liabilities	96,945		83,808
Long-term debt	1,594,002		1,171,796
Deferred income tax liabilities	92,227		81,353
Other long-term liabilities	26,776		14,101
	1,836,218		1,375,643
Total liabilities	$	2,743,282	$	2,404,852



EQUITY
Share capital	$	841,491	$	865,897
Contributed surplus	32,717		26,119
Accumulated other comprehensive income	87,098		64,155
Retained earnings	722,838		724,495
Equity attributable to shareholders	1,684,144		1,680,666
Non-controlling interests	3,555		3,281
Total equity	1,687,699		1,683,947
Total liabilities and equity	$	4,430,981	$	4,088,799

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 29 2024		October 1 2023		September 29 2024		October 1 2023






Revenues	$	612,781	$	735,716	$	1,307,051	$	1,489,365

Operating costs and expenses
Cost of revenues	432,509		527,298		920,132		1,068,223
Selling, general and administrative	138,329		121,940		273,660		245,624
Restructuring costs	17,075		—		17,075		—
Stock-based compensation	2,700		3,455		6,423		13,445

Earnings from operations	22,168		83,023		89,761		162,073

Net finance costs	23,534		15,462		43,052		32,408

Income (loss) before income taxes	(1,366)		67,561		46,709		129,665

Income tax expense (recovery)	(447)		16,818		12,301		31,198

Net income (loss)	$	(919)	$	50,743	$	34,408	$	98,467

Attributable to
Shareholders	$	(887)	$	50,665	$	34,395	$	98,228
Non-controlling interests	(32)		78		13		239
	$	(919)	$	50,743	$	34,408	$	98,467

Earnings (loss) per share attributable to shareholders
Basic	$	(0.01)	$	0.51	$	0.35	$	1.02
Diluted	$	(0.01)	$	0.51	$	0.35	$	1.01

ATS CORPORATION

Interim Condensed Consolidated Statements of Cash Flows

(in thousands of Canadian dollars - unaudited)



	Three months ended				Six months ended
	September 29 2024		October 1 2023		September 29 2024		October 1 2023

Operating activities
Net income (loss)	$	(919)	$	50,743	$	34,408	$	98,467
Items not involving cash
Depreciation of property, plant and equipment	8,977		6,888		16,748		13,680
Amortization of right-of-use assets	8,322		7,235		16,404		14,352
Amortization of intangible assets	21,979		19,921		43,568		41,650
Deferred income taxes	(10,882)		9,683		(15,778)		(327)
Other items not involving cash	(1,261)		(1,871)		(1,061)		(562)
Stock-based compensation	3,223		3,106		6,626		5,103


Change in non-cash operating working capital	(74,280)		(87,212)		(181,154)		(271,666)
Cash flows provided by (used in) operating activities	$	(44,841)	$	8,493	$	(80,239)	$	(99,303)

Investing activities
Acquisition of property, plant and equipment	$	(8,104)	$	(15,905)	$	(15,210)	$	(34,471)
Acquisition of intangible assets	(8,717)		(5,896)		(17,526)		(10,305)
Business acquisitions, net of cash acquired	(181,669)		(4,511)		(181,669)		(9,659)

Proceeds from disposal of property, plant and equipment	268		397		785		8,255
Cash flows used in investing activities	$	(198,222)	$	(25,915)	$	(213,620)	$	(46,180)

Financing activities

Bank indebtedness	$	7,657	$	(389)	$	13,056	$	(2,873)
Repayment of long-term debt	(280,124)		(20,022)		(287,117)		(465,944)
Proceeds from long-term debt	595,854		131,889		714,518		315,984
Proceeds from exercise of stock options	27		229		87		1,179
Proceeds from U.S. initial public offering, net of issuance fees	—		(685)		—		362,072

Purchase of non-controlling interest	—		(208)		—		(208)
Repurchase of common shares	—		—		(44,983)		—
Acquisition of shares held in trust	(14,690)		(23,820)		(14,690)		(23,820)
Principal lease payments	(7,616)		(6,094)		(14,566)		(13,115)
Cash flows provided by financing activities	$	301,108	$	80,900	$	366,305	$	173,275
Effect of exchange rate changes on cash and cash equivalents	3,806		384		4,314		(277)
Increase in cash and cash equivalents	61,851		63,862		76,760		27,515
Cash and cash equivalents, beginning of period	185,086		123,520		170,177		159,867
Cash and cash equivalents, end of period	$	246,937	$	187,382	$	246,937	$	187,382
Supplemental information
Cash income taxes paid	$	12,190	$	13,925	$	29,416	$	25,716
Cash interest paid	$	16,661	$	11,820	$	39,690	$	34,138

Notice to Reader: 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 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 (loss) 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, 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 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 revenue.

Operating margin, adjusted earnings from operations, 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 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 (loss), (ii) adjusted earnings from operations to net income (loss), (iii) adjusted net income to net income (loss), (iv) adjusted basic earnings (loss) 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 29, 2024 and October 1, 2023 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 29, 2024 and March 31, 2024 (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 29, 2024 and October 1, 2023 is also contained in this news release (see "Order Backlog Continuity").

Note to Readers: 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; the ABM; disciplined acquisitions; various market opportunities for ATS; expanding in emerging markets; expectation on transportation revenues, including the expected decrease in demand for the Company's solutions in the EV space, and the allocation of resources to other 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; rate of Order Backlog conversion to revenue; 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, including milestone payments relating to certain large EV programs; 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 expanding its adjusted earnings from operations margin over the long term and potential impact of supply chain disruptions; the range of reoccurring revenues as a percentage of total revenues; expectation of realization of cost and revenue synergies from integration of acquired businesses; the closing and completion of any planned acquisitions as anticipated; non-cash working capital levels as a percentage of revenues in the short-term and the long-term; planned reorganization activities, including the reorganization activity implemented to reflect the expected decrease in demand for the Company’s solutions in the EV space, and its ability to improve the cost structure of the Company, and to be reallocated to growth areas, and the expected timing and cost of the 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 strategic nature and size of electric vehicle programs; revenue growth in other markets and due to acquisitions to offset any reduced volumes from the electric vehicle program in fiscal 2025; expected capital expenditures for fiscal 2025; the uncertainty and potential

impact on the Company’s business and operations due to the current macroeconomic environment including the impacts of infectious diseases or any epidemic or pandemic outbreak or resurgence, inflation, supply chain disruptions, interest rate changes, energy shortages, global price increases, events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry generally, and regional conflicts; the Company's potential consideration of any private dispute resolution process or litigation in connection with the existing disagreement with an EV customer; and the Company’s belief with respect to the outcome or impact of any lawsuits, claims 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; 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 strength of the Canadian dollar; risks related to customer concentration; risks related to customer disagreements, and in particular, the risk of failing to reach a satisfactory resolution with respect to the current disagreement with one of the Company’s EV customers and the risk that any proceedings with that EV customer will be concluded in a manner that is adverse to the Company; the risk that the Company will be unsuccessful in collecting the outstanding payments owed and in completing the commissioning of certain large EV programs; risks related to a recession, slowdown, and/or sustained downturn in the economy; 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 effect of events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transaction counterparties, or other companies in the financial services industry generally, or concerns or rumours about any events of these kinds or other similar risks, that have in the past and may in the future lead to market-wide liquidity problems; 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 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 expand 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 reoccurring revenues are not in the expected range; that planned acquisitions are not closed as anticipated or at all; 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 or that the investment is not reallocated to growth areas, 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, 2024, 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; initiatives in furtherance of the Company’s goal of expanding its adjusted earnings from operations margin over the long term; potential impact of supply chain disruptions; 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.

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.

ATS (NYSE:ATS)
過去株価チャート
から 10 2024 まで 11 2024