EX-99.2 3 ats-financialstatementsxfy.htm EX-99.2 Document

Exhibit 99.2

















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ATS CORPORATION

Interim Condensed Consolidated Financial Statements

For the period ended June 29, 2025

(Unaudited)















ATS CORPORATION
Interim Condensed Consolidated Statements of Financial Position
(in thousands of Canadian dollars - unaudited)
As atNoteJune 29
2025
March 31
2025
ASSETS
11
Current assets
Cash and cash equivalents
 
$188,609 $225,947 
Accounts receivable
17
522,555 719,435 
Income tax receivable
 
16,093 32,065 
Contract assets
17
560,321 503,552 
Inventories
5
310,459 320,172 
Deposits, prepaids and other assets
6
123,690 104,179 
 
1,721,727 1,905,350 
Non-current assets
Property, plant and equipment
 16
318,741 325,048 
Right-of-use assets
7, 16
125,815 122,291 
Long-term deposits
6
4,759 4,992 
Other assets
8
10,689 7,062 
Goodwill
 
1,384,348 1,394,576 
Intangible assets
 16
732,805 758,531 
Deferred income tax assets13109,715 104,022 
 
2,686,872 2,716,522 
Total assets
 
$4,408,599 $4,621,872 
LIABILITIES AND EQUITY
Current liabilities
Bank indebtedness
11
$1,987 $27,271 
Accounts payable and accrued liabilities
 
632,442 665,109 
Income tax payable
 
47,665 40,073 
Contract liabilities
17
322,649 330,134 
Provisions
10
27,002 29,960 
Current portion of lease liabilities
7
33,774 32,694 
Current portion of long-term debt
11
179 219 
 
1,065,698 1,125,460 
Non-current liabilities
Employee benefits
26,428 25,805 
Long-term provisions10959 1,000 
Long-term lease liabilities
7
99,587 96,699 
Long-term debt
11
1,383,746 1,543,459 
Deferred income tax liabilities
13
90,227 100,573 
Other long-term liabilities
8
32,934 19,519 
 
1,633,881 1,787,055 
Total liabilities
 
$2,699,579 $2,912,515 
Commitments and contingencies
11, 15
EQUITY
Share capital
12
$839,710 $842,015 
Contributed surplus
 
40,741 36,539 
Accumulated other comprehensive income
 
152,246 166,855 
Retained earnings
 
674,575 660,368 
Equity attributable to shareholders
 
1,707,272 1,705,777 
Non-controlling interests
 
1,748 3,580 
Total equity
 
1,709,020 1,709,357 
Total liabilities and equity
 
$4,408,599 $4,621,872 

See accompanying notes to the interim condensed consolidated financial statements.
2

ATS CORPORATION
Interim Condensed Consolidated Statements of Income
(in thousands of Canadian dollars, except per share amounts - unaudited)
For the three months endedNoteJune 29
2025
June 30
2024
Revenues
16, 17
$736,720 $694,270 
Operating costs and expenses
Cost of revenues
516,870 487,623 
Selling, general and administrative151,135 135,331 
Restructuring costs
10
2,493 — 
Stock-based compensation
14
8,439 3,723 
Earnings from operations
 
57,783 67,593 
Net finance costs
18
25,641 19,518 
Income before income taxes
 
32,142 48,075 
Income tax expense
13
7,876 12,748 
Net income
 
$24,266 $35,327 
Attributable to
Shareholders
 
 
$24,117 $35,282 
Non-controlling interests
 
149 45 
 
$24,266 $35,327 
Earnings per share attributable to shareholders

Basic and diluted
19
$0.25 $0.36 

See accompanying notes to the interim condensed consolidated financial statements.

3

ATS CORPORATION
Interim Condensed Consolidated Statements of Comprehensive Income
(in thousands of Canadian dollars - unaudited)
For the three months endedNoteJune 29
2025
June 30
2024
Net income
$24,266 $35,327 
Other comprehensive income (loss):
Items to be reclassified subsequently to net income:
Currency translation adjustment (net of income taxes of $nil)
(28,926)11,393 
Net unrealized gain (loss) on derivative financial instruments designated as cash flow hedges
9
12,354 (1,363)
Tax impact(3,113)344 
Loss transferred to net income for derivatives designated as cash flow hedges
9
3,283 27 
Tax impact(819)(10)
Cross-currency interest rate swap adjustment132,045 1,315 
Tax impact(511)(329)
Variable for fixed interest rate swap adjustment131,388 (901)
Tax impact(347)225 
Other comprehensive income (loss)
(14,646)10,701 
Comprehensive income
$9,620 $46,028 
Attributable to
Shareholders$9,646 $45,777 
Non-controlling interests(26)251 
$9,620 $46,028 
    

See accompanying notes to the interim condensed consolidated financial statements.

4

ATS CORPORATION
Interim Condensed Consolidated Statements of Changes in Equity
(in thousands of Canadian dollars - unaudited)
Three months ended June 29, 2025
 
 
Share capital
Contributed surplus
 
 Retained earnings
Currency translation adjustments 
 Cash flow hedge reserve
Total accumulated other comprehensive income
Non-controlling interestsTotal equity
Balance, as at March 31, 2025
$842,015 $36,539 $660,368 $170,927 $(4,072)$166,855 $3,580 $1,709,357 
Net income
  24,117    149 24,266 
Other comprehensive income (loss)
   (28,751)14,280 (14,471)(175)(14,646)
Total comprehensive income (loss)
  24,117 (28,751)14,280 (14,471)(26)9,620 
Purchase of non-controlling interest 4
  (2,564)   (1,806)(4,370)
Stock-based compensation
 4,325      4,325 
Exercise of stock options549 (123)     426 
Repurchase of common shares (note 12)
(2,854) (7,346)    (10,200)
Hedging reserve reclassified to net income    (138)(138) (138)
 
Balance, as at June 29, 2025
$839,710 $40,741 $674,575 $142,176 $10,070 $152,246 $1,748 $1,709,020 

Three months ended June 30, 2024
Share capitalContributed surplusRetained earningsCurrency translation adjustmentsCash flow hedge reserveTotal accumulated other comprehensive incomeNon-controlling interestsTotal 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
— — 35,282 — — — 45 35,327 
Other comprehensive income (loss)— — — 11,187 (692)10,495 206 10,701 
Total comprehensive income (loss)— — 35,282 11,187 (692)10,495 251 46,028 
Stock-based compensation— 3,403 — — — — — 3,403 
Exercise of stock options79 (19)— — — — — 60 
Repurchase of common shares
(9,831)— (36,052)— — — — (45,883)
 
Balance, as at June 30, 2024
$856,145 $29,503 $723,725 $59,822 $14,828 $74,650 $3,532 $1,687,555 

See accompanying notes to the interim condensed consolidated financial statements.
5

ATS CORPORATION
Interim Condensed Consolidated Statements of Cash Flows
(in thousands of Canadian dollars - unaudited)
For the three months endedNoteJune 29
2025
June 30
2024
Operating activities
Net income
$24,266 $35,327 
Items not involving cash
Depreciation of property, plant and equipment
 
8,404 7,771 
Amortization of right-of-use assets
7
8,953 8,082 
Amortization of intangible assets
 
19,957 21,589 
Deferred income taxes
13
(22,014)(4,896)
Other items not involving cash(3,443)200 
Stock-based compensation
14
4,325 3,403 
   Change in non-cash operating working capital
20
115,334 (106,874)
Cash flows provided by (used in) operating activities
$155,782 $(35,398)
Investing activities
Acquisition of property, plant and equipment
 
$(7,094)$(7,106)
Acquisition of intangible assets
 
(9,240)(8,809)
Proceeds from disposal of property, plant and equipment 91 517 
Cash flows used in investing activities
$(16,243)$(15,398)
Financing activities
Bank indebtedness $(25,065)$5,399 
Repayment of long-term debt(175,023)(6,993)
Proceeds from long-term debt45,000 118,664 
Proceeds from exercise of stock options426 60 
Purchase of non-controlling interest (4,370)— 
Repurchase of common shares12(10,000)(44,983)
Principal lease payments(7,921)(6,950)
Cash flows provided by (used in) financing activities
$(176,953)$65,197 
Effect of exchange rate changes on cash and cash equivalents76 508 
Increase (decrease) in cash and cash equivalents
(37,338)14,909 
Cash and cash equivalents, beginning of period
225,947 170,177 
Cash and cash equivalents, end of period
$188,609 $185,086 
Supplemental information
Cash income taxes paid $1,989 $17,226 
Cash interest paid$20,009 $23,029 

See accompanying notes to the interim condensed consolidated financial statements.

6

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

1. CORPORATE INFORMATION

ATS Corporation and its subsidiaries (collectively, "ATS" or the "Company") is an industry leader in planning, designing, building, commissioning and servicing automated manufacturing systems - including automation products and test solutions - for a broadly diversified base of customers.

The Company is listed on the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol "ATS" and is incorporated and domiciled in Ontario, Canada. The address of its registered office is 730 Fountain Street North, Cambridge, Ontario, Canada.

The interim condensed consolidated financial statements of the Company for the three months ended June 29, 2025 were authorized for issue by the Board of Directors (the "Board") on August 6, 2025.

2. BASIS OF PREPARATION

These interim condensed consolidated financial statements were prepared on a historical cost basis, except for derivative instruments that have been measured at fair value. The interim condensed consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest thousand, except where otherwise stated.

Statement of compliance
These interim condensed consolidated financial statements are prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting. Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended March 31, 2025.

Standards issued but not yet effective
A number of new standards and amendments to standards have been issued but are not yet effective for the financial year ending March 31, 2026, and accordingly, have not been applied in preparing these interim condensed consolidated financial statements. The Company reasonably expects the following standards to be applicable at a future date:

(i) Issuance of IFRS 18 - Presentation and Disclosure in Financial Statements

On April 9, 2024, the IASB issued IFRS 18, which will replace IAS 1 for reporting periods beginning on or after January 1, 2027. The new standard aims to improve comparability and transparency of communication in financial statements. The requirements include required totals, subtotals and new categories in the consolidated statements of income; disclosure of management-defined performance measures and guidance on aggregation and disaggregation. Retrospective application is required in both annual and interim financial statements. The Company is in the process of reviewing the new standard to determine the impact on its consolidated financial statements.

(ii) Issuance of amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7, effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. These amendments clarify the timing of derecognition for financial liabilities settled through electronic payment systems, provide additional guidance on assessing the contractual cash flow characteristics of financial assets with a contingent
7

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

feature, and introduce new disclosure requirements for equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. Adoption of these amendments is not expected to have a significant impact on the Company's consolidated financial statements.

3. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of the Company's interim condensed consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the end of the reporting period. However, uncertainty about these estimates, judgments and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year, are consistent with those disclosed in the Company's fiscal 2025 audited consolidated financial statements.

The Company based its estimates, judgments and assumptions on parameters available when the interim condensed consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the estimates when they occur.

Tariffs: The United States has announced tariffs on various jurisdictions globally, which have been met with reciprocal responses from the countries impacted. While some customers are evaluating capital spending, management has not seen any material impact on the Company's financial position, cash flows and operations. Management will continue to monitor and assess the impact of the tariffs on its judgements, estimates, and amounts recognized in these interim condensed consolidated financial statements.

4. ACQUISITIONS

(a) Prior year acquisitions

(i) On July 24, 2024, the Company acquired 100% of the shares of Paxiom Group ("Paxiom"), a provider of primary, secondary, and end-of-line packaging machines in the food and beverage, cannabis, and pharmaceutical industries. The total purchase price paid upon finalization of working capital adjustments was $146,438.
8

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    


Cash used in investing activities in the year of acquisition was determined as follows:
Cash consideration$146,438 
Less: cash acquired(9,923)
$136,515 
The allocation of the purchase price at fair value was as follows:
Purchase price allocation
Cash$9,923 
Other current assets18,945 
Property, plant and equipment1,588 
Right-of-use assets11,562 
Intangible assets with a definite life
Technology10,200 
Customer relationships44,700 
Other1,694 
Intangible assets with an indefinite life
Brands12,200 
Current liabilities(17,745)
Other long-term liabilities(10,438)
Deferred tax liability(15,160)
Net identifiable assets$67,469 
Residual purchase price allocated to goodwill78,969 
Purchase consideration$146,438 

Current assets include accounts receivable of $5,328, representing the fair value of accounts receivable expected to be collected.

The purchase cost was allocated to the underlying assets acquired and liabilities assumed based upon the estimated fair values at the date of acquisition. The fair value of the assets acquired and the liabilities assumed have been finalized.

The primary factors contributing to the recognition of goodwill include the acquired workforce, access to new market growth opportunities, and the strategic value to the Company's growth plan. Approximately 80% of the amounts assigned to intangible assets and 87% of the amounts assigned to goodwill are not expected to be tax-deductible. This acquisition was accounted for as a business combination, with the Company acquiring Paxiom using the purchase method of accounting as of July 24, 2024.

(ii) On August 30, 2024, the Company acquired all material assets from Heidolph Instruments GmbH & Co. KG and Hans Heidolph GmbH ("Heidolph"), a leading manufacturer of premium lab equipment for the life sciences and pharmaceutical industries. This acquisition was accounted for as a business combination with the Company as the acquirer, since Heidolph meets the definition of a business under IFRS 3. The total purchase price was $45,064 (30,252 Euros).

9

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

Cash used in investing activities in the year of acquisition was determined as follows:
Cash consideration$45,064 
Less: cash acquired(2,190)
$42,874 
The allocation of the purchase price at fair value was as follows:
Purchase price allocation
Cash$2,190 
Other current assets17,645 
Property, plant and equipment18,014 
Right-of-use assets3,204 
Intangible assets with a definite life
Customer relationships1,043 
Other297 
Intangible assets with an indefinite life
Brands4,841 
Current liabilities(5,455)
Other long-term liabilities(3,204)
Net identifiable assets$38,575 
Residual purchase price allocated to goodwill6,489 
Purchase consideration$45,064 

Current assets include accounts receivable of $2,087, representing the fair value of accounts receivable expected to be collected.

The purchase cost was allocated to the underlying assets acquired and liabilities assumed based upon the estimated fair values at the date of acquisition. The fair value of the assets acquired and the liabilities assumed have been determined on a provisional basis based on information that is currently available to the Company. Final valuations of certain assets and liabilities including intangible assets and tax liabilities, are not yet complete due to inherent complexity associated with valuations. Therefore, the purchase price allocation is preliminary and is subject to adjustment upon completion of the valuation process. The purchase price allocation will be finalized in the second quarter of fiscal 2026.

The primary factors contributing to the recognition of goodwill include the acquired workforce and adjacent strategic capabilities, which will complement existing ATS businesses to provide comprehensive laboratory solutions. The amounts assigned to goodwill and intangible assets are expected to be 100% tax-deductible. This acquisition was accounted for as a business combination, with the Company acquiring Heidolph using the purchase method of accounting as of August 30, 2024.








10

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

5. INVENTORIES

As at
June 29
2025
March 31
2025
Raw materials$146,236 $145,110 
Work in progress95,143 105,836 
Finished goods69,080 69,226 
$310,459 $320,172 

The amount charged to net income and included in cost of revenues for the write-down of inventories for valuation issues during the three months ended June 29, 2025 was $2,299 (three months ended June 30, 2024 - $972). The amount of inventories carried at net realizable value as at June 29, 2025 was $6,968 (March 31, 2025 - $8,035).

6. DEPOSITS, PREPAIDS AND OTHER ASSETS    

As at
June 29
2025
March 31
2025
Prepaid assets$47,325 $41,208 
Restricted cash (i)
722 784 
Supplier deposits (ii)
44,607 33,429 
Investment tax credit receivable21,715 24,463 
Current portion of cross-currency interest rate swap instrument 2,597 
Forward foreign exchange contracts9,321 1,698 
$123,690 $104,179 

(i) Restricted cash primarily consists of a pledged account for post-employment benefit payments.

(ii) As at June 29, 2025, the long-term portion of deposits was $4,759 (March 31, 2025 - $4,992) which is recorded in long-term deposits in the interim condensed consolidated statements of financial position.

7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

Changes in the net balance of right-of-use assets during the three months ended June 29, 2025 were as follows:
NoteBuildings
Vehicles and equipment
Total
Balance, at March 31, 2025
$98,802 $23,489 $122,291 
Additions8,977 2,992 11,969 
Amortization(6,299)(2,654)(8,953)
Exchange and other adjustments36 472 508 
Balance, at June 29, 2025
$101,516 $24,299 $125,815 

Changes in the balance of lease liabilities during the three months ended June 29, 2025 were as follows:
11

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

Note
 
Balance, at March 31, 2025
$129,393 
Additions11,969 
Interest1,550 
Payments(9,471)
Exchange and other adjustments(80)
Balance, at June 29, 2025
$133,361 
Less: current portion33,774 
$99,587 

The right-of-use assets and lease liabilities relate to leases of real estate properties, automobiles and other equipment. For the three months ended June 29, 2025, the Company recognized an expense related to short-term and low-value leases of $1,116, in cost of revenues (June 30, 2024 - $837), and $822 (June 30, 2024 - $556) in selling, general and administrative expenses in the interim condensed consolidated statements of income.

8. OTHER ASSETS AND LIABILITIES

Other assets consist of the following:
As at
June 29
2025
March 31
2025
Cross-currency interest rate swap instrument (i), (iii)
$ $1,342 
Long-term investment tax credits (v)
6,168 5,705 
Long-term forward foreign exchange contracts (iv)
4,507 — 
Other          
14 15 
Total          
$10,689 $7,062 

Other long-term liabilities consist of the following:
As at
June 29
2025
March 31
2025
Cross-currency interest rate swap instrument (i)
$26,374 $10,131 
Variable for fixed interest rate swap instrument (ii)
5,146 6,534 
Long-term forward foreign exchange contracts (iv)
1,414 2,854 
Total          
$32,934 $19,519 

(i) On December 5, 2024, the Company entered into a cross-currency interest rate swap instrument to swap U.S. $175,000 into Canadian dollars to hedge a portion of its foreign exchange risk related to its U.S. dollar-denominated Senior Notes. The Company will receive interest of 4.125% U.S. per annum and pay interest of 3.128% Canadian. The terms of the hedging instrument will end on December 15, 2027.

The Company also entered into a cross-currency interest rate swap instrument on December 5, 2024 to swap 165,328 Euros into Canadian dollars to hedge the net investment in European operations. The Company will receive interest of 3.128% Canadian per annum and pay interest of 2.645% Euros. The terms of the hedging relationship will end on December 15, 2027.

(ii) On November 21, 2023, the Company entered into a variable for fixed interest rate swap instrument to swap the variable interest rate on its $300,000 non-amortized secured term credit facility to a fixed 4.044% interest rate for the period November 4, 2024 to November 4, 2026.

12

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

(iii) Current portion of the cross-currency interest rate swap instrument is recorded in deposits, prepaids and other assets, on the interim condensed consolidated statements of financial position.

(iv) Current portion of the forward foreign exchange contracts is recorded in deposits, prepaids and other for asset balances, and accounts payable and accrued liabilities for liability balances, on the interim condensed consolidated statements of financial position.

(v) Current portion of the investment tax credits is recorded in deposits, prepaids and other assets, on the interim condensed consolidated statements of financial position.

9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

During the three months ended June 29, 2025 and the three months ended June 30, 2024, there were no changes in the classification of financial assets as a result of a change in the purpose or use of those assets. The Company uses derivative instruments, including cross-currency interest rate swaps, interest rate swaps, and forward foreign exchange contracts to manage exposure to foreign exchange rate and interest rate fluctuations. These derivative instruments are categorized as Level 2 in the fair value hierarchy with fair value determined using a discounted cash flow technique, incorporating inputs that are observable in the market or can be derived from observable market data. The Company does not have any Level 1 or Level 3 instruments.

During the three months ended June 29, 2025 and the three months ended June 30, 2024, there were no transfers of financial instruments between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.

Instruments not subject to hedge accounting
As part of the Company's risk management strategy, forward contract derivative financial instruments are used to manage foreign currency exposure related to the translation of foreign currency net assets to the subsidiary's functional currency. As these instruments have not been designated as hedges, the change in fair value is recorded in selling, general and administrative expenses in the interim condensed consolidated statements of income.

For the three months ended June 29, 2025, the Company recorded risk management gains of $3,346 (three months ended June 30, 2024 - losses of $1,310), on foreign currency risk management forward contracts in the interim condensed consolidated statements of income. Included in these amounts, during the three months ended June 29, 2025, were unrealized losses of $3,418 (three months ended June 30, 2024 - unrealized losses of $363), representing the change in fair value of forward derivative contracts. In addition, during the three months ended June 29, 2025, the Company realized foreign exchange gains of $6,764 (three months ended June 30, 2024 - realized losses of $947), related to forward derivative contracts which were settled.

10. PROVISIONS
WarrantyRestructuringOtherTotal
Balance, at March 31, 2025
$10,362 $19,022 $1,576 $30,960 
Provisions made 1,161 2,493 3,980 7,634 
Provisions used(1,003)(6,158)(3,696)(10,857)
Exchange adjustments268 (46)224 
Balance, at June 29, 2025
$10,522 $15,625 $1,814 $27,961 
            

13

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

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.

The Company recorded $2,493 for the three months ended June 29, 2025 related to previously disclosed restructuring activities in fiscal 2025. The costs incurred related primarily to workforce reductions. Included in the restructuring provisions is $959 of costs classified as long-term due to country specific requirements for termination benefits (March 31, 2025 - $1,000).

Other provisions
Other provisions are related to medical insurance expenses that have been incurred during the period but are not yet paid, and other miscellaneous provisions.

11. BANK INDEBTEDNESS AND LONG-TERM DEBT

On October 5, 2023, the Company amended its Credit Facility to extend the term loan maturity to match the maturity of the revolving line of credit. The Credit Facility consists of (i) a $750,000 secured committed revolving line of credit and (ii) a fully drawn $300,000 non-amortized secured term credit facility; both maturing on November 4, 2026. The Credit Facility is secured by the Company's assets, including a pledge of shares of certain of the Company's subsidiaries. Certain of the Company's subsidiaries also provide guarantees under the Credit Facility. At June 29, 2025, the Company had utilized $316,038 under the Credit Facility, of which $316,038 was classified as long-term debt (March 31, 2025 - $452,248) and $nil by way of letters of credit (March 31, 2025 - $nil).
The Credit Facility is available in Canadian dollars by way of prime rate advances, Term CORRA advances and/or Daily Compounded CORRA advances, in U.S. dollars by way of base rate advances and/or Term SOFR advances, in Euros by way of EURIBOR advances, in British pounds sterling by way of Daily Simple SONIA advances, and by way of letters of credit for certain purposes. The interest rates applicable to the Credit Facility are determined based on a net debt-to-EBITDA ratio as defined in the Credit Facility. For prime rate advances and base rate advances, the interest rate is equal to the agent's prime rate or the agent's U.S. dollar base rate in Canada, respectively, plus a margin ranging from 0.45% to 2.00%. For Term CORRA advances, Daily Compounded CORRA advances, Term SOFR advances, EURIBOR advances and Daily Simple SONIA advances, the interest rate is equal to the Term CORRA rate, the Daily Compounded CORRA rate, the Term SOFR rate, the EURIBOR rate or the Daily Simple SONIA rate, respectively, plus a margin that varies from 1.45% to 3.00%. The Company pays a fee for usage of financial letters of credit that ranges from 1.45% to 3.00%, and a fee for usage of non-financial letters of credit that ranges from 0.97% to 2.00%. The Company pays a standby fee on the unadvanced portions of the amounts available for advance or drawdown under the Credit Facility at rates ranging from 0.29% to 0.60%. The Company's Credit Facility is subject to changes in market interest rates. Changes in economic conditions outside of the Company's control could result in higher interest rates, thereby increasing its interest expense. The Company uses a variable for fixed interest rate swap to hedge a portion of its Credit Facility (see note 8).

The Credit Facility is subject to financial covenants including a net debt-to-EBITDA test and an interest coverage test. Under the terms of the Credit Facility, the Company is restricted from encumbering any assets with certain permitted exceptions. At June 29, 2025, all of the covenants were met.
14

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    


The Company has additional credit facilities available of $115,348 (40,024 Euros, $24,000 U.S, 120,000 Thai Baht, 5,000 GBP, 5,000 CNY, $1,000 AUD and $1,997 CAD). The total amount outstanding on these facilities as at June 29, 2025 was $4,022, of which $1,987 was classified as bank indebtedness (March 31, 2025 - $27,271), $2,035 was classified as long-term debt (March 31, 2025 - $2,129) and $nil by way of letters of credit (March 31, 2025 - $nil). The interest rates applicable to the credit facilities range from 2.85% to 8.15% per annum, in local currency. A portion of the long-term debt is secured by certain assets of the Company.

The Company's U.S. $350,000 aggregate principal amount of U.S. Senior Notes were issued at par, bear interest at a rate of 4.125% per annum and mature on December 15, 2028. After December 15, 2023, the Company may redeem the U.S. Senior Notes, in whole at any time or in part from time to time, at specified redemption prices and subject to certain conditions required by the U.S. Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the U.S. Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the U.S. Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The U.S. Senior Notes contain customary covenants that restrict, subject to certain exceptions and thresholds, some of the activities of the Company and its subsidiaries, including the Company's ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments, and engage in specified transactions with affiliates. At June 29, 2025, all of the covenants were met. Subject to certain exceptions, the U.S. Senior Notes are guaranteed by each of the subsidiaries of the Company that is a borrower or has guaranteed obligations under the Credit Facility. Transaction fees of $8,100 were deferred and are being amortized over the term of the U.S. Senior Notes. The Company uses a cross-currency interest rate swap instrument to hedge a portion of its U.S. Senior Notes (see note 8).

On August 21, 2024, the Company completed a private placement of $400,000 aggregate principal amount of CAD Senior Notes. The CAD Senior Notes were issued at par, bear interest at a rate of 6.50% per annum and mature on August 21, 2032. On December 19, 2024, the Company completed a private placement of an additional $200,000 of CAD Senior Notes, bringing the total amount of CAD Senior Notes issued to date to $600,000. The additional CAD Senior Notes were issued at a premium of $1,250 which is classified as long-term debt. The Company may redeem the CAD Senior Notes, at any time after August 21, 2027, in whole or in part, at specified redemption prices and subject to certain conditions required by the CAD Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the CAD Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the CAD Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The CAD Senior Notes contain customary covenants that restrict, subject to certain exception and thresholds, some of the activities of the Company and its subsidiaries, including the Company's ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments, and engage in specified transactions with affiliates. Transaction fees of $9,604 were deferred and are being amortized over the term of the CAD Senior Notes. At June 29, 2025, all of the covenants were met. Subject to certain exceptions, the CAD Senior Notes are guaranteed by each of the subsidiaries of the Company that is a borrower or has guaranteed obligations under the Credit Facility.

(i) Bank indebtedness

As at
June 29
2025
March 31
2025
Other facilities$1,987 $27,271 


15

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

(ii) Long-term debt

As at
June 29
2025
March 31
2025
Credit Facility$316,038 $452,248 
Senior Notes1,080,661 1,104,740 
Other facilities2,035 2,129 
Issuance costs(14,809)(15,439)
1,383,925 1,543,678 
Less: current portion179 219 
$1,383,746 $1,543,459 

Scheduled principal repayments and interest payments on long-term debt as at June 29, 2025 are as follows (variable interest repayments on the Credit Facility are not reflected in the table below as they fluctuate based on the amounts drawn):




Principal

Interest
Less than one year$179 $58,763 
One - two years316,497 58,746 
Two - three years328 58,728 
Three - four years479,882 48,819 
Four - five years368 38,907 
Thereafter601,480 92,938 
$1,398,734 $356,901 
        
12. SHARE CAPITAL

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

On December 12, 2024, the Company announced that the Toronto Stock Exchange ("TSX") had accepted a notice filed by the Company of its intention to make a normal course issuer bid ("NCIB"). Under the NCIB, ATS may purchase for cancellation up to a maximum of 8,259,180 common shares during the 12-month period ending December 15, 2025.

During the three months ended June 29, 2025, the Company purchased 308,758 common shares under the NCIB program for $10,000 (March 31, 2025 - $nil). At June 29, 2025, a total of 7,950,422 common shares remained available for repurchase under the NCIB. All purchases are made in accordance with the bid at prevalent market prices plus brokerage fees, or such other prices that may be permitted by the TSX, with consideration allocated to share capital up to the average carrying amount of the shares, and any excess allocated to retained earnings. Included in share capital is $200 of transaction costs related to taxes on the share repurchase (note 13).

The changes in the common shares issued and outstanding during the period presented were as follows:
16

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

NoteNumber of common sharesShare capital
Balance, at March 31, 2025
96,885,705 $842,015 
Exercise of stock options18,845 549 
Repurchase of common shares(308,758)(2,854)
Balance, at June 29, 2025
96,595,792 $839,710 

13. TAXATION

(i) Reconciliation of income taxes: Income tax expense differs from the amounts that would be obtained by applying the combined Canadian basic federal and provincial income tax rate to income before income taxes. These differences result from the following items:
For the three months endedNote
June 29
2025
June 30
2024
Income before income taxes and non-controlling interest
$32,142 $48,075 
Combined Canadian basic federal and provincial income tax rate26.50%26.50%
Income tax expense based on combined
Canadian basic federal and provincial income tax rate
$8,518 $12,740 
Increase (decrease) in income taxes resulting from:
Adjustments in respect of current income tax of previous periods(454)681 
Non-taxable items net of non-deductible items
(2,214)(1,095)
Unrecognized assets1,450 2,171 
Income taxed at different rates and statutory rate changes1,076 (1,399)
Manufacturing and processing allowance and all other items(500)(350)
At the effective income tax rate of 25%
(June 30, 2024 – 27%)
$7,876 $12,748 
Income tax expense reported in the interim condensed consolidated statements of income:
Current tax expense
$29,890 $17,644 
Deferred tax recovery
(22,014)(4,896)
$7,876 $12,748 
Deferred tax related to items charged or
credited directly to equity and goodwill:
Gain (loss) on revaluation of cash flow hedges
$(4,790)$230 
Other items recognized through equity(872)(196)
Income tax charged directly to equity and goodwill$(5,662)$34 

On May 2, 2024, the Canadian federal government tabled Bill C-69 for the first reading in Parliament. Bill C-69 includes revised provisions to implement the Global Minimum Tax Act (GMTA) and other measures from the federal budget tabled on April 16, 2024. The GMTA introduces a 15% global minimum tax in Canada, aligning with the OECD Pillar Two regime. On June 20, 2024, Bill C-69 received Royal Assent, enacting the GMTA. Consequently, the impact of the GMTA is reflected in the interim condensed consolidated financial statements. During the three months ended June 29, 2025, the Company recognized income tax expense related to Pillar Two income taxes of $573 (June 30, 2024 - $513) in the interim condensed consolidated statement of income.

On June 20, 2024, Bill C-59 received Royal Assent, enacting a 2% tax on certain share buybacks. The impact of this tax is reflected in the interim condensed consolidated financial statements (note 12).
17

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

14. STOCK-BASED COMPENSATION

In the calculation of the stock-based compensation expense in the interim condensed consolidated statements of income, the fair values of the Company's stock option grants were estimated using the Black-Scholes option pricing model for time-vesting stock options. During the three months ended June 29, 2025, the Company granted 350,665 time-vesting stock options (241,327 in the three months ended June 30, 2024). The stock options granted vest over four years and expire on the seventh anniversary from the date of issue.

For the three months ended
June 29
2025
June 30
2024
Number of stock optionsWeighted average exercise priceNumber of stock optionsWeighted average
exercise price
Stock options outstanding, beginning of period994,599 $35.87 823,527 $33.56 
Granted350,665 40.32241,327 45.37
Exercised (i)
(18,845)22.63(1,755)34.26
Forfeited(23,158)47.76(1,931)35.78
Stock options outstanding, end of period1,303,261 $37.05 1,061,168 $36.24 
Stock options exercisable, end of period, time-vested options678,342 $31.45 497,090 $28.74 

(i) For the three months ended June 29, 2025, the weighted average share price at the date of exercise was $41.40 (June 30, 2024 - $44.98).

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 three months ended
June 29
2025
June 30
2024
Weighted average risk-free interest rate2.90 %3.75 %
Dividend yield0 %%
Weighted average expected volatility37 %35 %
Weighted average expected life4.75 years4.75 years
Number of stock options granted:
Time-vested
350,665241,327
Weighted average exercise price per option$ 40.32$ 45.37
Weighted average value per option:
Time-vested
$ 14.53$ 16.45

Restricted Share Unit Plan:
During the three months ended June 29, 2025, the Company granted nil time-vesting restricted share units ("RSUs"), (193,277 in the three months ended June 30, 2024) and nil performance-based RSUs, (210,803 in the three months ended June 30, 2024). On June 30, 2025, subsequent to the first quarter of fiscal 2026, the Company granted 271,974 time-vesting RSUs, and 252,728 performance-based RSUs. 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 with a corresponding increase in contributed surplus. The performance-based RSUs vest upon successful achievement of certain operational and share price targets.
18

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

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. At June 29, 2025, 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 (March 31, 2025 - 1,057,455 shares). Subsequent to June 29, 2025, 238,621 shares were purchased for $9,616 and placed in the trust. The trust is consolidated in the Company's interim condensed consolidated financial statements with the value of the acquired common shares presented as a reduction of share capital.

Deferred Stock Unit Plan:
During the three months ended June 29, 2025, the Company granted 49,001 units (three months ended June 30, 2024 - 43,456 units). 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 the value of the DSU liability is included in the interim condensed consolidated statements of income. As at June 29, 2025, the value of the outstanding liability related to the DSUs was $21,143 (March 31, 2025 - $17,031). 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 in the period of change.

The following table shows the compensation expense related to the Company's share-based payment plans:

For the three months ended
June 29
2025
June 30
2024
Stock options$691 $757 
RSUs3,636 3,050 
DSUs4,112 (84)
$8,439 $3,723 

The increase in stock-based compensation costs for the period ended June 29, 2025 is attributable to higher expenses from the revaluation of DSUs based on the market price of the Company's shares.

Subsequent to the end of the quarter, the Company announced the departure of its Chief Executive Officer ("CEO"). The previously recorded stock based compensation expense associated with the unvested stock-based awards held by the CEO in the approximate value of $7,400 will be reversed in Q2 fiscal 2026.

15. COMMITMENTS AND CONTINGENCIES

The minimum purchase obligations are as follows as at June 29, 2025:
Less than one year$370,317 
One - two years10,761 
Two - three years3,871 
Three - four years2,499 
Four - five years977 
More than five years410 
$388,835 

19

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

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 June 29, 2025, the total value of outstanding letters of credit was approximately $296,907 (March 31, 2025 - $279,383).

In the normal course of operations, the Company is party to a number of lawsuits, claims and contingencies. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, the Company does not believe that the ultimate outcome of these matters will have a material impact on its interim condensed consolidated statements of financial position.

16. SEGMENTED DISCLOSURE

The Company's operations are reported as one operating segment, Automation Systems, which plans, allocates resources, builds capabilities and implements best practices on a global basis.

Geographic segmentation of revenues is determined based on revenues by customer location. Non-current assets represent property, plant and equipment, right-of-use assets and intangible assets that are attributable to individual geographic segments, based on location of the respective operations.

As at
June 29, 2025
Right-of-use assetsProperty, plant and equipmentIntangible assets
Canada$38,635 $66,913 $83,521 
United States21,148 137,650 422,343 
Germany24,219 57,317 47,192 
Italy17,982 45,205 137,529 
Other Europe20,729 9,100 34,883 
Other3,102 2,556 7,337 
Total Company$125,815 $318,741 $732,805 

As at
March 31, 2025
Right-of-use assetsProperty, plant and equipmentIntangible
assets
Canada$32,751 $67,254 $84,269 
United States22,935 145,788 450,892 
Germany24,485 55,700 46,256 
Italy18,662 44,539 135,217 
Other Europe19,959 9,169 33,724 
Other3,499 2,598 8,173 
Total Company$122,291 $325,048 $758,531 

20

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

Revenues from external customers for the three months ended
June 29
2025
June 30
2024
Canada$30,647 $37,585 
United States317,847 320,332 
Germany78,700 52,241 
Italy27,714 21,044 
Other Europe152,594 151,673 
Other129,218 111,395 
Total Company$736,720 $694,270 

For the three months ended June 29, 2025, the Company did not have revenues from a single customer that amounted to 10% or more of total consolidated revenues (three months ended June 30, 2024 - revenues from a single customer amounted to 15.7%).

17. REVENUE FROM CONTRACTS WITH CUSTOMERS

(a) Revenue by type:

For the three months ended
June 29
2025
June 30
2024
Revenues from construction contracts$421,508 $394,993 
Services rendered164,105 171,189 
Sale of goods151,107 128,088 
Total Company$736,720 $694,270 

(b) Disaggregation of revenue from contracts with customers:

Revenues by market for the three months ended
June 29
2025
June 30
2024
Life Sciences$378,754 $328,421 
Food & Beverage138,455 96,815 
Consumer Products124,529 87,744 
Transportation59,546 144,424 
Energy35,436 36,866 
Total Company$736,720 $694,270 

Timing of revenue recognition based on transfer of control for the three months ended
June 29
2025
June 30
2024
Goods and services transferred at a point in time$151,107 $128,088 
Goods and services transferred over time585,613 566,182 
Total Company$736,720 $694,270 

(c) Contract balances:
As at
June 29
2025
March 31
2025
Trade receivables$505,044 $696,079 
Contract assets560,321 503,552 
Contract liabilities(322,649)(330,134)
Unearned revenue (i)
(88,013)(97,777)
Net contract balances$654,703 $771,720 
21

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

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

As at
June 29
2025
March 31
2025
Contracts in progress:
Costs incurred$4,505,106 $4,443,488 
Estimated earnings1,399,093 1,467,315 
5,904,199 5,910,803 
Progress billings(5,666,527)(5,737,385)
Net contract assets and liabilities$237,672 $173,418 

18. NET FINANCE COSTS

For the three months ended
Note
June 29
2025
June 30
2024
Interest expense$24,227 $18,414 
Interest on lease liabilities71,550 1,420 
Interest income(136)(316)
$25,641 $19,518 

19. EARNINGS PER SHARE    

Basic earnings per share
Earnings per common share is calculated by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding.

Diluted earnings 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
June 29
2025
June 30
2024
Weighted average number of common shares outstanding97,673,773 98,119,205 
Dilutive effect of RSUs222,718 133,596 
Dilutive effect of performance-based RSUs222,601 160,562 
Dilutive effect of stock option conversion166,516 228,621 
Diluted weighted average number of common shares outstanding98,285,608 98,641,984 

For the three months ended June 29, 2025, stock options to purchase 706,045 common shares, nil RSUs and 141,346 performance-based RSUs are excluded from the weighted average number of common shares in the calculation of diluted earnings per share as they are anti-dilutive (419,902 common shares, 202,429 RSUs and 357,629 performance-based RSUs were excluded for the three months ended June 30, 2024).





22

ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts - unaudited)    

20. SUPPLEMENTAL CASH FLOW INFORMATION

The following table sets forth the supplemental cash flow information on net change in non-cash working capital:
For the three months ended
June 29
2025
June 30
2024
Accounts receivable$196,880 $(96,860)
Income tax receivable15,972 150 
Contract assets(56,769)(21,724)
Inventories9,713 (8,858)
Deposits, prepaids and other assets(22,026)(7,230)
Accounts payable and accrued liabilities(32,867)(17,946)
Income tax payable7,592 (5,274)
Contract liabilities(7,485)53,155 
Provisions(2,999)(6,223)
Foreign exchange and other7,323 3,936 
Total change in non-cash working capital$115,334 $(106,874)

23