TSX: ATS
NYSE: ATS

This document contains forward-looking information within the meaning of applicable securities laws. Please see “Forward-Looking Statements” for further information on page 24.

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 26 for an explanation of such measures and “Reconciliation of Non-IFRS Measures to IFRS Measures” beginning on page 19 for a reconciliation of Non-IFRS measures.

ATS 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 6,500 people at more than 60 manufacturing facilities and over 80 offices in North America, Europe, Southeast Asia and Oceania. Our Company 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.

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 develops and implements growth tools under the ABM, provides innovation and value to customers and works to grow reoccurring revenues.

Expand: To expand the Company’s reach, management is focused on the development of new markets and business platforms, the expansion of service offerings, investment in innovation and product development, and strategic and disciplined acquisitions that strengthen ATS.

The Company pursues all of its initiatives using a strategic capital allocation framework in order to drive the creation of long-term sustainable shareholder value.

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 continuous improvement year over year. 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 the new company as a means of supporting cultural and business integration.

1Non-IFRS Financial Measure - See “Non-IFRS and Other Financial Measures.”

2Certain Non-IFRS Financial Measures have been revised from previously disclosed values to exclude the impact on stock-based compensation expense of the revaluation of deferred stock units and restricted share units resulting specifically from the change in market price of the Company's common shares between periods. Management believes that this adjustment provides further insight into the Company's performance, as share price volatility drives variability in the Company's stock-based compensation expense.

EXECUTIVE SUMMARY: GROWTH IN STRATEGIC END MARKETS

•Growth in second quarter revenues of 24.9% year over year was primarily driven by organic revenue growth of 16.4%, in addition to 6.0% from the positive impact of foreign exchange translation, and 2.5% from recently acquired companies. “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. Organic revenue and organic revenue growth are Non-IFRS Financial Measures - see “Non-IFRS and Other Financial Measures”.

•Trailing twelve month book-to-bill ratio at October 1, 2023 was 1.10:1, with Order Bookings in the second quarter amounting to $742 million compared to $804 million a year earlier when ATS received a U.S. $167.0 million Order Booking from an electric vehicle ("EV") customer. Organic Order Bookings were 13.5% lower than a year ago, partially offset by a 2.0% contribution from recent acquisitions and a positive impact of 3.8% from foreign exchange translation. Order Bookings, organic Order Bookings growth and book-to-bill ratio are Supplementary Financial Measures - see “Non-IFRS and Other Financial Measures”.

•Order Backlog of $2,016 million at quarter-end was 12.4% higher than the prior year, 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 18.4% and increased in comparison to the prior quarter, primarily driven by customer project schedules, including milestone billings and payments for large EV programs. Net debt to adjusted EBITDA ratio at October 1, 2023 of 2.0 times was within the Company's target range as it continues to fund short-term working capital requirements to support growth. Non-cash working capital as a percentage of revenues and net debt to adjusted EBITDA are Non-IFRS ratios; see “Non-IFRS and Other Financial Measures”.

•Adjusted earnings from operations for the second quarter increased 29.2% to $98.3 million (13.4% margin), compared to $76.1 million (12.9% margin) a year ago on higher revenues, partially offset by higher SG&A expenses. (Adjusted earnings from operations and adjusted earnings from operations margin are Non-IFRS Measures — See “Non-IFRS and Other Financial Measures”.)

On May 25, 2023, the Company commenced trading of its common shares on the NYSE, under ticker symbol "ATS". As a result, ATS is now a dual-listed company, trading on both the TSX and NYSE.

On June 30, 2023, the Company acquired Yazzoom B.V. ("Yazzoom"), a Belgium-based provider of artificial intelligence and machine learning based tools for industrial production. Yazzoom joined ATS' Process Automation Solutions ("PA") business to broaden its process optimization and digitalization capabilities in key focus sectors. Yazzoom leverages integrated data to enable predictive analytics and insights that drive tangible improvements in production processes. The total purchase price paid in the first quarter of fiscal 2024, pending post-closing adjustments, was $5.3 million (3.7 million Euros).

On July 3, 2023, the Company acquired Odyssey Validation Consultants Limited ("Odyssey"), an Ireland-based provider of digitalization for the life sciences industry. Odyssey also joined ATS' PA business, and their expertise in delivering production process improvements through computer system validation as well as cloud-based software solutions are also expected to advance PA's digitalization capabilities. The total purchase price paid in the second quarter of fiscal 2024, pending post-closing adjustments, was $5.4 million (3.7 million Euros).

On September 22, 2023, the Company announced it had entered into a definitive agreement to acquire Avidity Science, LLC ("Avidity"), a growing designer and manufacturer of automated water purification solutions for biomedical and life science applications. The purchase price is approximately $265 million (U.S. $195 million). Avidity serves a diverse global customer base of pharmaceutical, biopharma, healthcare, government, and academic research facilities. Avidity is expected to bolster ATS' value proposition for both new and existing customers by providing researchers confidence in their data during key stages of drug discovery, development and testing. The transaction is expected to close in the fourth calendar quarter of 2023, pending the completion of customary regulatory approvals.

Second quarter fiscal 2024 Order Bookings were $742 million, a 7.7% year over year decrease, which reflected an organic Order Bookings decline of 13.5%, primarily related to the transportation market, partially offset by 2.0% growth from acquired companies, in addition to a 3.8% increase due to foreign exchange rate translation of Order Bookings from foreign-based ATS subsidiaries, primarily reflecting the strengthening of the U.S. dollar and Euro relative to the Canadian dollar. Order Bookings from acquired companies totalled $15.7 million. By market, Order Bookings in life sciences increased compared to the prior-year period primarily due to a combination of new and existing applications in the medical device submarket, positive foreign exchange rate translation of Order Bookings from foreign-based ATS subsidiaries, in addition to $4.1 million of contributions from acquired companies. Order Bookings in transportation decreased compared to the prior-year period, as expected, as a result of variability on timing of large EV orders. Second quarter fiscal 2023 included a U.S. $167.0 million Order Booking from an existing global automotive customer to move towards fully automated battery assembly systems for their North American manufacturing operations.

Order Bookings in food & beverage increased compared to the prior-year period primarily due to foreign exchange rate translation of Order Bookings from foreign-based ATS subsidiaries. Order Bookings in consumer products increased primarily due to the timing of customer projects and contributions from acquired companies. Order Bookings in energy increased primarily due to a grid battery program order, along with contributions from acquisitions.

1Order Backlog adjustments include foreign exchange adjustments, scope changes and cancellations.

The life sciences funnel for fiscal 2024 remains strong, with a focus on strategic submarkets of pharmaceuticals, radiopharmaceuticals, and medical devices such as auto-fillers and auto-injectors. Management continues to see opportunities with both new and existing customers, including those customers using auto-injectors for diabetes and obesity treatments, and producers of contact lens and pre-filled syringes. Funnel activity to leverage the Company's various life sciences integrated solutions to serve broader customer needs remains active. In transportation, the funnel largely includes strategic opportunities related to electric vehicles, as the global automotive industry continues to shift towards EV production. The strategic nature of EV programs and typically larger average order values can cause variability in Order Bookings. Management believes the Company's automated EV battery pack and assembly capabilities position ATS well within the industry. Funnel activity in food & beverage remains strong, particularly for energy-efficient solutions. The Company continues to benefit from strong brand recognition within the global tomato processing industry, and is seeing continued growth within keg filling.

Funnel activity in consumer products is stable; inflationary pressures continue to have an effect on discretionary spending, which may impact timing of some customer investments. Funnel activity in energy remains strong and includes some 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. Across all markets, customers are exercising normal caution in their approach to investment and spending. Funnel growth in markets where environmental, social and governance ("ESG") requirements are an increasing focus for customers — including grid battery storage, EV and nuclear, as well as consumer goods packaging — provide ATS with opportunities to use its capabilities to respond to customer sustainability standards and goals. 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.

Management is pursuing several initiatives to grow revenues and improve profitability with the goal of expanding its adjusted earnings from operations margin to 15% over time through a combination of operational initiatives and portfolio development. Operational initiatives include a focus on pursuing continuous improvement in all business activities through the ABM, including in acquired businesses, improving global supply chain management, increasing the use of standardized platforms and technologies, and growing revenues while leveraging the Company’s cost structure. Portfolio development initiatives include efforts to grow the Company's products and after-sales service revenues as a percentage of overall revenues. 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. Management estimates that reoccurring revenues are currently in the range of 25-35% of total revenues on a trailing twelve-month basis. Moreover, the Company's financial profile, which has included strong growth, margin expansion and disciplined working capital investment, has allowed it to generate free cash flows that are reinvested back into the business. Management also sees the development of the Company's digitalization capabilities as another key area of growth for the portfolio, including the collection and interpretation of data to drive meaningful change that optimizes performance for customers. In addition, management is focused on investing in innovation and employing a consistent, strategic approach to acquisitions.

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.

			Three Months Ended October 1, 2023						Three Months Ended October 2, 2022									Six Months Ended October 1, 2023						Six Months Ended October 2, 2022
Revenues			$	735.7					$	588.9								$	1,489.4					$	1,199.5
Cost of revenues			527.3						427.5									1,068.2						868.3
Selling, general and administrative			121.9						101.8									245.6						214.0
Restructuring costs			—						1.3									—						1.3
Stock-based compensation			3.5						5.3									13.5						1.3
Earnings from operations			$	83.0					$	53.0								$	162.1					$	114.6
Net finance costs			$	15.5					$	13.4								$	32.4					$	24.2
Provision for income taxes			16.8						10.1									31.2						21.5
Net income			$	50.7					$	29.5								$	98.5					$	68.9
Basic earnings per share			$	0.51					$	0.32								$	1.02					$	0.75

Non-IFRS Financial Measures1			Three Months Ended October 1, 2023						Three Months Ended October 2, 2022															Six Months Ended October 1, 2023						Six Months Ended October 2, 2022
Adjusted earnings from operations2			$	98.3					$	76.1														$	200.4					$	155.3
EBITDA			$	117.0					$	83.1														$	231.8					$	178.3
Adjusted EBITDA2			$	116.2					$	89.8														$	235.4					$	182.3
Adjusted basic earnings per share2			$	0.63					$	0.51														$	1.32					$	1.08

1Non-IFRS Financial Measures - see “Non-IFRS and Other Financial Measures.”

2The composition of these Non-IFRS Measures has been revised from what was previously disclosed. See "Non-IFRS and Other Financial Measures."

By market, revenues generated in life sciences increased $7.3 million or 2.6% year over year. This was primarily due to contributions from acquisitions and the positive impact of foreign exchange translation, partially offset by revenues earned on a large $120.0 million program that was in progress a year ago. Revenues in transportation increased $131.6 million or 109.1% on higher Order Backlog entering the second quarter of fiscal 2024, driven primarily by EV Order Bookings, including previously announced EV Order Bookings of U.S. $578.2 million. Revenues generated in food & beverage increased $34.8 million or 46.4% due to higher Order Backlog entering the second quarter of fiscal 2024 and the positive impact of foreign exchange translation. Revenues generated in consumer products decreased $12.8 million or 16.6% primarily due to lower Order Backlog entering the period as compared to the prior year, partially offset by the positive impact of foreign exchange translation. Revenues in energy decreased $14.1 million or 44.3% due to project timing, partially offset by $3.5 million of contributions from acquisitions.

Revenues for the six months ended October 1, 2023 were 24.2% or $289.9 million higher than in the prior year and included $29.8 million of revenues earned by acquired companies, most notably $14.7 million from Zi-Argus Australia Pty Ltd. and Zi-Argus Ltd. ("ZIA"). Organic revenue growth, excluding contributions from acquired companies and the impact of foreign exchange fluctuations, was $190.8 million or 15.9% higher than the corresponding period in the prior year. Organic revenue growth was primarily related to activity in transportation, driven by EV work, as well as increases in food & beverage. Foreign exchange translation positively impacted revenues by $69.3 million or 5.8%, primarily reflecting the strengthening of the U.S. dollar and Euro relative to the Canadian dollar. Revenues generated from construction contracts increased 34.0% or $251.1 million due to organic revenue growth combined with positive foreign exchange translation impact. Revenues from services increased 26.4% or $60.8 million due to a combination of higher Order Backlog entering the fiscal year, revenues earned by acquired companies of $29.2 million, most notably $14.7 million from ZIA and the positive impact of foreign exchange translation. Revenues from the sale of goods decreased 9.5% or $22.0 million primarily due to lower Order Backlog entering the period compared to the prior year, partially offset by the positive impact of foreign exchange translation.

By market, for the six months ended October 1, 2023, revenues from life sciences decreased $4.8 million or 0.8% primarily due to higher revenues earned on a large $120.0 million program in progress a year ago, partially offset by revenues earned by acquired companies of $8.4 million and the positive impact of foreign exchange translation. Revenues in transportation increased $253.2 million or 116.4% due primarily to revenues earned on previously announced large EV Order Bookings. Revenues generated in food & beverage increased $56.7 million or 30.8% due primarily to higher Order Backlog entering the fiscal year and the positive impact of foreign exchange translation. Revenues generated in consumer products decreased $4.8 million or 3.1%, due to lower Order Backlog entering the fiscal year, partially offset by contributions from acquired companies of $8.6 million.

Revenues in energy decreased $10.4 million or 16.3% due to lower Order Backlog entering the fiscal year.

Cost of revenues. At $527.3 million, second quarter fiscal 2024 cost of revenues increased $99.8 million, or 23.3% compared to the corresponding period a year ago due primarily to higher revenues. Second quarter fiscal 2024 gross margin was 28.3%, compared to 27.4% in the corresponding period a year ago. Excluding acquisition-related inventory fair value charges, gross margin was 20 basis points higher in the second quarter of fiscal 2024 primarily due to increased revenues from after-sales services (excluding fair value charges to inventories acquired through acquisitions of $3.9 million, gross margin last year was 28.1%). Year-to-date gross margin was 28.3% compared to 27.6% (or 28.4% excluding acquisition-related inventory fair value charges of $9.1 million) in the corresponding period a year ago. The year-to-date decrease in gross margin excluding acquisition-related inventory fair value charges was due primarily to the execution of higher margin programs in the prior period.

Selling, general and administrative (“SG&A”) expenses. SG&A expenses for the second quarter of fiscal 2024 were $121.9 million and included $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. Excluding these items, SG&A expenses were $104.6 million in the second quarter of fiscal 2024. Comparably, SG&A expenses for the second quarter of fiscal 2023 were $84.9 million, which excluded $16.4 million of costs related to the amortization of identifiable intangible assets on business acquisitions, and $0.5 million of incremental costs related to the Company’s acquisition activity. Higher SG&A expenses in the second quarter of fiscal 2024 primarily reflected increased employee costs, the addition of SG&A expenses from acquired companies of $5.2 million and foreign exchange translation impact of $5.6 million.

For the six months ended October 1, 2023, SG&A expenses were $245.6 million, which included $34.7 million of costs 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, year-to-date SG&A expenses were $209.6 million. Comparably, SG&A expenses for the six months ended October 2, 2022 were $176.4 million, which excluded $36.7 million of expenses related to the amortization of identifiable intangible assets on business acquisitions, and $0.9 million of incremental costs related to the Company’s acquisition activity. Higher SG&A expenses for the six months ended October 1, 2023 primarily reflected increased employee costs, $10.8 million of foreign exchange translation impact, and the addition of SG&A expenses from acquired companies of $9.6 million, most notably IPCOS Group N.V. ("IPCOS") and ZIA.

Stock-based compensation. Stock-based compensation expense was $3.5 million in the second quarter of fiscal 2024, which included $2.0 million recovery of revaluation expenses from the deferred stock 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 $5.3 million in the corresponding period a year ago, which included $1.0 million of stock-based compensation revaluation expenses. For the six months ended October 1, 2023, stock-based compensation expense was $13.5 million, which included $2.3 million of stock-based compensation revaluation expenses, compared to $1.3 million a year earlier, which included $7.3 million recovery of stock-based compensation expenses due to revaluation.

(in millions of dollars)

			Three Months Ended October 1, 2023						Three Months Ended October 2, 2022						Six Months Ended October 1, 2023						Six Months Ended October 2, 2022
Earnings from operations			$	83.0					$	53.0					$	162.1					$	114.6
Amortization of acquisition-related intangible assets			16.1						16.4						34.7						36.7
Acquisition-related transaction costs			1.2						0.5						1.3						0.9
Acquisition-related inventory fair value charges			—						3.9						—						9.1
Restructuring charges			—						1.3						—						1.3
Mark to market portion of stock-based compensation			(2.0)						1.0						2.3						(7.3)
Adjusted earnings from operations1, 2			$	98.3					$	76.1					$	200.4					$	155.3

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

2The composition of these Non-IFRS Measures has been revised from what was previously disclosed. See "Non-IFRS and Other Financial Measures."

Fiscal 2024 second quarter earnings from operations were $83.0 million (11.3% operating margin) compared to $53.0 million (9.0% operating margin) in the second quarter a year ago. Fiscal 2024, second quarter earnings from operations included $16.1 million related to amortization of acquisition-related intangible assets and $1.2 million of incremental costs for the Company's acquisition activity recorded to SG&A expenses, and $2.0 million recovery of stock-based compensation expenses due to revaluation. Second quarter of fiscal 2023 earnings from operations included $3.9 million of acquisition-related fair value adjustments to acquired inventories recorded in cost of revenues, $16.4 million of amortization of acquisition-related intangible assets, $0.5 million of incremental costs for acquisition activity recorded in SG&A expenses, $1.3 million of restructuring costs, and $1.0 million of stock-based compensation revaluation expenses.

Excluding these items in both quarters, adjusted earnings from operations were $98.3 million (13.4% margin), compared to $76.1 million (12.9% margin) a year ago. Second quarter fiscal 2024 adjusted earnings from operations reflected higher revenues, partially offset by increased SG&A expenses.

For the six months ended October 1, 2023, earnings from operations were $162.1 million (10.9% operating margin), compared to $114.6 million (9.6% operating margin) a year ago. 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 in SG&A expenses, and $2.3 million of stock-based compensation revaluation expenses. For the six months ended October 2, 2022, earnings from operations included $9.1 million of acquisition-related fair value adjustments to acquired inventories recorded in cost of revenues, $36.7 million related to amortization of acquisition-related intangible assets, and $0.9 million of incremental costs related to the Company's acquisition activity recorded to SG&A, $1.3 million of restructuring costs, and $7.3 million recovery of stock-based compensation expenses due to revaluation.

Excluding those items in both years, adjusted earnings from operations were $200.4 million (13.5% margin), compared to $155.3 million (12.9% margin) in the corresponding period a year ago. Increased year-to-date adjusted earnings from operations reflected higher revenues, partially offset by increased SG&A expenses.

Net finance costs. Net finance costs were $15.5 million in the second quarter of fiscal 2024, compared to $13.4 million a year ago. For the six months ended October 1, 2023, finance costs were $32.4 million compared to $24.2 million a year ago. The increases were due to higher interest rates compared to a year ago.

Income tax provision. For the three- and six-months ended October 1, 2023, the Company’s effective income tax rates of 24.9% and 24.1%, 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. Net income for the second quarter of fiscal 2024 was $50.7 million (51 cents per share basic), compared to $29.5 million (32 cents per share basic) for the second quarter of fiscal 2023. The increase primarily reflected higher revenues, partially offset by higher cost of revenues, SG&A, income tax expense, and financing costs. Adjusted basic earnings per share were 63 cents compared to 51 cents in the second quarter of fiscal 2023 (see “Reconciliation of Non-IFRS Measures to IFRS Measures”).

Net income for the six months ended October 1, 2023 was $98.5 million ($1.02 per share basic), an increase of $29.6 million (and $0.27 per share basic) compared to a year ago. This was primarily the result of higher revenues, partially offset by higher cost of revenues, SG&A expenses, income tax expense, stock-based compensation, and finance costs. Adjusted basic earnings per share were $1.32 for the six months ended October 1, 2023 compared to $1.08 in the corresponding period a year ago (see “Reconciliation of Non-IFRS Measures to IFRS Measures”).

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

2The composition of these Non-IFRS Measures has been revised from what was previously disclosed. See "Non-IFRS and Other Financial Measures."

Depreciation and amortization expense was $34.0 million in the second quarter of fiscal 2024, compared to $30.1 million a year ago; the increase was primarily related to incremental depreciation and amortization expense from recently acquired companies.

Depreciation and amortization expense was $69.7 million for the first six months of fiscal 2024, compared to $63.7 million a year ago; the increase was primarily related to incremental depreciation and amortization expense from recently acquired companies.

EBITDA was $231.8 million (15.6% EBITDA margin) in the first six months of fiscal 2024 compared to $178.3 million (14.9% EBITDA margin) a year ago. EBITDA for the first six months of fiscal 2024 included $1.3 million of incremental costs related to the Company’s acquisition activity, and $2.3 million of stock-based compensation revaluation expenses. EBITDA in the corresponding period a year ago included $1.3 million of restructuring charges, $0.9 million of incremental costs related to the Company’s acquisition activity, $9.1 million of acquisition-related inventory fair value charges, and a $7.3 million recovery of stock-based compensation expenses due to revaluation. Excluding these costs in both years, adjusted EBITDA was $235.4 million (15.8% adjusted EBITDA margin), compared to $182.3 million (15.2% adjusted EBITDA margin) a year ago. Higher adjusted EBITDA reflected higher revenues.

SHARE DATA

During the first six months of fiscal 2024, 50,195 stock options were exercised. At November 7, 2023 the total number of common shares outstanding was 98,899,883. There were also 895,078 stock options outstanding to acquire common shares of the Company and 624,648 RSUs outstanding that may be settled in ATS common shares purchased on the open market where deemed advisable by the Company, as an alternative to cash payments.

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 will be used to settle some or all of the fiscal 2023 and 2024 RSU grants when such RSU grants are fully vested. During the three months ended October 1, 2023, 387,794 common shares were purchased for $23.8 million. The trust is included in the Company's interim condensed consolidated financial statements with the value of the acquired common shares presented as a reduction of share capital.

On December 13, 2022, 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 7,335,032 common shares during the 12-month period ending December 14, 2023.

For the six months ended October 1, 2023, the Company purchased no common shares 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.

(In millions of dollars, except ratios)

1Debt is calculated as bank indebtedness, long-term debt and lease liabilities. Equity is calculated as total equity less accumulated other comprehensive income.

In the second quarter of fiscal 2024, cash flows provided by operating activities were $8.5 million compared to $38.0 million used in operating activities in the corresponding period a year ago. The increase primarily related to the timing of investments in non-cash working capital in certain customer programs.

In the six months ended October 1, 2023, cash flows used in operating activities were $99.3 million compared to $69.8 million used in operating activities a year ago. The year-over-year decrease related primarily to the timing of investments in non-cash working capital in certain customer programs, primarily related to EV programs.

In the second quarter of fiscal 2024, the Company’s investment in non-cash working capital increased $87.2 million from July 2, 2023. On a year-to-date basis, investment in non-cash working capital increased $271.7 million. Accounts receivable increased by 28.2%, or $112.6 million, while net contracts in progress increased 32.3%, or $74.5 million, compared to March 31, 2023, primarily due to the timing of billings in certain customer contracts. The Company actively manages its accounts receivable, contract asset and contract liability balances through billing terms on long-term contracts and collection efforts. Inventories increased 9.0%, or $23.2 million, due to strategic purchases to mitigate supply chain delays and enable fulfillment of Order Backlog. Deposits and prepaid assets decreased 2.0% or $1.9 million compared to March 31, 2023. Accounts payable and accrued liabilities decreased 7.9% or $51.1 million compared to March 31, 2023 due to timing of supplier billings and payments combined with the impact of restricted share units settled in cash in the second quarter of fiscal 2024. Provisions decreased 22.5% or $6.9 million compared to March 31, 2023 due to costs incurred relating to fiscal 2023 restructuring provisions.

The free cash flow of the Company for the six months ended October 1, 2023 was an outflow of $144.1 million, compared to an outflow of $91.1 million a year ago primarily due to increased investments in non-cash working capital and higher investments in 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 18.4% at October 1, 2023 compared to 10.1% at March 31, 2023.

Cash investments in property, plant and equipment totalled $34.5 million in the first six months of fiscal 2024, primarily related to the expansion and improvement of certain manufacturing facilities. Intangible asset expenditures were $10.3 million in the first six months of fiscal 2024, primarily related to computer software and various internal development projects. Capital expenditures for fiscal 2024 for tangible assets and intangible assets are expected to be in the $80 million to $100 million range and reflect the plan to add capacity to support growth while continuing to invest in innovation. This spend 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 October 1, 2023, the Company had $608.1 million of unutilized multipurpose credit, including letters of credit, available under existing credit facilities and an additional $284.5 million available under letter of credit facilities.

Subsequent to October 1, 2023, the Company amended its senior secured credit facility (the "Credit Facility") to extend the term loan maturity to match the maturity of the 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 October 1, 2023, the Company had utilized $540.2 million under the Credit Facility, of which $540.2 million was classified as long-term debt (March 31, 2023 - $691.9 million) and $0.0 million by way of letters of credit (March 31, 2023 - $0.0 million). During the six months ended October 1, 2023, the Company drew $314.3 million and repaid $465.9 million on its Credit Facility, which included proceeds from the U.S. IPO.

The Credit Facility is available in Canadian dollars by way of prime rate advances and/or bankers’ acceptances, in U.S. dollars by way of base rate advances and/or Term SOFR, 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 bank’s prime rate or the bank’s U.S. dollar base rate in Canada, respectively, plus a margin ranging from 0.45% to 2.00%. For bankers’ acceptances, Term SOFR, EURIBOR advances and Daily Simple SONIA advances, the interest rate is equal to the bankers’ acceptance fee, Term SOFR rate, EURIBOR rate or 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 Company has additional credit facilities available of $103.6 million (40.8 million Euros, U.S.$24.0 million, 45.0 million Thai Baht, 5.0 million CNY, 5.0 million GBP, $0.2 million AUD and $1.5 million CAD). The total amount outstanding on these facilities as at October 1, 2023 was $5.4 million, of which $3.0 million was classified as bank indebtedness (March 31, 2023 - $5.8 million), $1.8 million was classified as long-term debt (March 31, 2023 - $0.2 million) and $0.6 million by way of letters of credit (March 31, 2023 - $0.2 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 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 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 Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The 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 October 1, 2023, all of the covenants were met. Subject to certain exceptions, the Senior Notes are guaranteed by each of the subsidiaries of the Company that is a borrower or has guaranteed obligations under the Credit Facility. Transaction fees of $8.1 million were deferred and are being amortized over the term of the Senior Notes. The Company uses a cross-currency interest rate swap instrument to hedge a portion of its U.S.-dollar-denominated Senior Notes (see Risk Management).

The Company’s contractual obligations are as follows as at October 1, 2023:    

1Long-term debt obligations and lease liability obligations include principal and interest.

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 October 1, 2023, the total value of outstanding letters of credit was approximately $172.3 million (March 31, 2023 - $192.5 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.

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.

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 will end on November 4, 2024.

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.

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 U.S. dollar-denominated 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 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 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.

(In millions of dollars, except per share amounts)

1Non-IFRS measure - See “Non-IFRS and Other Financial Measures” and “Reconciliation of Non-IFRS Measures to IFRS Measures.”

2Non-IFRS measure - See “Non-IFRS and Other Financial Measures” and “Order Bookings by Quarter.”

3Non-IFRS 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 2024.

    

			Three Months Ended October 1, 2023						Three Months Ended October 2, 2022						Six Months Ended October 1, 2023						Six Months Ended October 2, 2022
Adjusted EBITDA1			$	116.2					$	89.8					$	235.4					$	182.3
Less: restructuring charges			—						1.3						—						1.3
Less: acquisition-related transaction costs			1.2						0.5						1.3						0.9
Less: acquisition-related inventory fair value charges			–						3.9						—						9.1
Less: mark to market portion of stock-based compensation			(2.0)						1.0						2.3						(7.3)
EBITDA			$	117.0					$	83.1					$	231.8					$	178.3
Less: depreciation and amortization expense			34.0						30.1						69.7						63.7
Earnings from operations			$	83.0					$	53.0					$	162.1					$	114.6
Less: net finance costs			15.5						13.4						32.4						24.2
Less: provision for income taxes			16.8						10.1						31.2						21.5
Net income			$	50.7					$	29.5					$	98.5					$	68.9

1The composition of these Non-IFRS Measures has been revised from what was previously disclosed. See "Non-IFRS and Other Financial Measures."

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.

2The composition of these Non-IFRS Measures has been revised from what was previously disclosed. See "Non-IFRS and Other Financial Measures."

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.

2The composition of these Non-IFRS Measures has been revised from what was previously disclosed. See "Non-IFRS and Other Financial Measures."

As at			October 1 2023						March 31 2023
Cash and cash equivalents			$	187.4					$	159.9
Bank indebtedness			(3.0)						(5.8)
Current portion of lease liabilities			(23.7)						(24.0)
Current portion of long-term debt			(0.2)						(0.1)
Long-term lease liabilities			(81.9)						(73.3)
Long-term debt			(1,008.4)						(1,155.7)
Net Debt			$	(929.8)					$	(1,099.0)
Adjusted EBITDA (TTM)1			$	454.3					$	401.2
Net Debt to Adjusted EBITDA1			2.0x						2.7x

1The composition of these Non-IFRS Measures has been revised from what was previously disclosed. See "Non-IFRS and Other Financial Measures."

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 2023 MD&A.

The Company continues to operate amidst an uncertain macroeconomic environment, including inflation, supply chain disruptions, interest rate changes, and regional conflicts. While the World Health Organization declared on May 5, 2023 that COVID-19 no longer qualified as a global emergency, there is ongoing uncertainty regarding new and potential variants and continued global spread. The extent to which COVID-19 may impact the Company's business, including its operations, market for its securities and its financial condition, as well as the general economy, will depend on future developments which are highly uncertain and cannot be predicted at this time. As a result, it remains difficult to predict the duration or severity of the pandemic or its affect on the business, financial results and conditions of the Company. Further increases in inflation and interest rates could affect the global and Canadian economies, which could adversely affect the Company’s business, operations and customers. ATS will continue to monitor these dynamic macroeconomic conditions to assess any potential impacts on the business, financial results, and conditions of the Company. Management will continue to monitor and assess the impact of these factors on its judgments, estimates, accounting policies, and amounts recognized in the Company's interim condensed consolidated financial statements.

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 (“COSO”).

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 2024 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.

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; the Company’s Order Backlog partially mitigating the impact of variable Order Bookings; rate of Order Backlog conversion to revenue; the potential impact of timing of customer decisions on Order Bookings, performance period, and timing of revenue recognition; the announcement of new Order Bookings and the anticipated timeline for delivery; potential impacts on the time to convert opportunities into Order Bookings; expected benefits with respect to the Company’s efforts to grow its product portfolio and after-sale service revenues; Company’s goal of expanding its adjusted earnings from operations margin over the long term and potential impact of supply chain disruptions; the ability of after-sales revenues and reoccurring revenues to provide some balance to customers’ capital expenditure cycles; the range of reoccurring revenues as a percentage of total revenues; the impact of developing the Company’s digitalization capabilities, including the collection and interpretation of data, as a key area of growth, and to drive meaningful change to optimize performance for customers; expectation of synergies from integration of acquired companies; non-cash working capital levels as a percentage of revenues in the short-term and the long-term; reorganization activity, 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 this reorganization activity; expectations 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; expected capital expenditures for fiscal 2024; the Company’s belief with respect to the outcome of certain lawsuits, claims and contingencies; and the uncertainty and potential impact on the Company’s business and operations due to the current macroeconomic environment including the impacts of infectious diseases and pandemics, including the COVID-19 pandemic, inflation, supply chain disruptions, interest rate changes, and regional conflicts.

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 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 and pandemics, including the potential resurgence of COVID-19 and/or new strains of COVID-19 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, including the Avidity acquisition, which remains subject to the completion of customary regulatory approvals; or to raise, through debt or equity, or otherwise have available, required capital; that the ABM is not effective in accomplishing its goals; 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; 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; 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; the development of the Company’s digitalization capabilities fails to achieve the growth or change expected; 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; 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, 2023, which are available on the System for Electronic Document 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 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.

The terms “EBITDA”, "organic revenue", “adjusted net income”, “adjusted earnings from operations”, “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 adjusted EBITDA” are non-IFRS ratios, and "operating margin", “Order Bookings”, "organic Order Bookings", "organic Order Bookings growth", “Order Backlog”, and “book-to-bill ratio” are supplementary financial measures, all of which do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. Such measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. In addition, management uses “earnings from operations”, which is an additional IFRS measure, to evaluate the performance of the Company. Earnings from operations is presented on the Company’s consolidated statements of income as net income excluding income tax expense and net finance costs. Operating margin is an expression of the Company’s earnings from operations as a percentage of revenues.

EBITDA is defined as earnings from operations excluding depreciation and amortization. EBITDA margin is an expression of the Company’s EBITDA as a percentage of revenues. Organic revenue is defined as revenues in the stated period excluding revenues from acquired companies for which the acquired company was not a part of the consolidated group in the comparable period. Organic revenue growth compares the stated period organic revenue with the reported revenue of the comparable prior period. Adjusted earnings from operations is defined as earnings from operations before items excluded from management’s internal analysis of operating results, such as amortization expense of acquisition-related intangible assets, acquisition-related transaction and integration costs, restructuring charges, 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. 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 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 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, 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 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 evaluation long-term performance trends. Organic Order Bookings growth also facilities easier comparisons of the Company's performance with prior and future periods and relative comparisons to its peers. Book to bill ratio is used to measure the Company’s ability and timeliness to convert Order Bookings into revenues. Management believes that ATS shareholders and potential investors in ATS use these additional IFRS measures and non-IFRS financial measures in making investment decisions and measuring operational results.

A reconciliation of (i) adjusted EBITDA and EBITDA to net income, (ii) adjusted earnings from operations to earnings from operations, (iii) adjusted net income to net income, (iv) adjusted basic earnings per share to basic earnings per share (v) free cash flow to its IFRS measure components and (vi) organic revenue to revenue, in each case for the three- and six-months ended October 1, 2023 and October 2, 2022, 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 October 1, 2023 and March 31, 2023 (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 October 1, 2023 and October 2, 2022 is also contained in this MD&A (see “Order Backlog Continuity”).

									Three months ended												Six months ended
									October 1 2023									October 2 2022						October 1 2023									October 2 2022
Net income									$	50,743								$	29,530					$	98,467								$	68,923
Other comprehensive income (loss):
Items to be reclassified subsequently to net income:
Currency translation adjustment (net of income taxes of $nil)									5,199									(4,267)						(15,028)									(28,525)
Net unrealized gain (loss) on derivative financial instruments designated as cash flow hedges									(4,443)									(7,274)						1,141									(9,696)
Tax impact									1,139									1,851						(260)									2,469
Loss (gain) transferred to net income for derivatives designated as cash flow hedges									(83)									864						2,404									44
Tax impact									23									(219)						(599)									(19)
Cross-currency interest rate swap adjustment									5,974									10,472						1,658									23,222
Tax impact									(1,493)									(2,617)						(414)									(5,805)
Variable for fixed interest rate swap adjustment									(11)									—						3,798									—
Tax impact									2									—						(950)									—
Other comprehensive income (loss)									6,307									(1,190)						(8,250)									(18,310)
Comprehensive income									$	57,050								$	28,340					$	90,217								$	50,613
Attributable to
Shareholders									$	56,968								$	28,354					$	90,244								$	50,403
Non-controlling interests									82									(14)						(27)									210
									$	57,050								$	28,340					$	90,217								$	50,613