ATS CORPORATION
Interim Condensed Consolidated Financial Statements
For the period ended September 27, 2026
(Unaudited)
ATS CORPORATION
Interim Condensed Consolidated Statements of Financial Position
(in thousands of Canadian dollars - unaudited)
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| As at | Note | | September 27 2026 | | March 31 2026 |
| ASSETS | 12 | | | | |
Current assets | | | | | |
| Cash and cash equivalents | | | $ | 230,968 | | | $ | 284,957 | |
| Accounts receivable | 18 | | 521,208 | | | 523,738 | |
| Income tax receivable | | | 17,686 | | | 10,356 | |
| Contract assets | 18 | | 406,746 | | | 436,847 | |
| Inventories | 4 | | 301,618 | | | 295,206 | |
Deposits, prepaids and other assets | 5 | | 95,412 | | | 94,873 | |
| | | 1,573,638 | | | 1,645,977 | |
| Assets held for sale | 8 | | 61,263 | | | 60,302 | |
| | | 1,634,901 | | | 1,706,279 | |
| Non-current assets | | | | | |
Property, plant and equipment | 17 | | 259,217 | | | 259,791 | |
| Right-of-use assets | 6, 17 | | 137,276 | | | 147,054 | |
| Long-term deposits | 5 | | 3,896 | | | 3,710 | |
| Other assets | 7 | | 9,737 | | | 4,464 | |
| Goodwill | | | 1,411,763 | | | 1,399,253 | |
| Intangible assets | 9, 17 | | 680,300 | | | 704,210 | |
| Deferred income tax assets | 14 | | 130,220 | | | 115,269 | |
| | | | | |
| | | 2,632,409 | | | 2,633,751 | |
| Total assets | | | $ | 4,267,310 | | | $ | 4,340,030 | |
| LIABILITIES AND EQUITY | | | | | |
| Current liabilities | | | | | |
Bank indebtedness | 12 | | $ | 2,407 | | | $ | 6,744 | |
| Accounts payable and accrued liabilities | | | 608,761 | | | 622,436 | |
| Income tax payable | | | 39,839 | | | 34,123 | |
| Contract liabilities | 18 | | 290,844 | | | 307,306 | |
| Provisions | 11 | | 38,750 | | | 32,100 | |
| Current portion of lease liabilities | 6 | | 36,652 | | | 35,202 | |
| Current portion of long-term debt | 12 | | 177 | | | 173 | |
| | | 1,017,430 | | | 1,038,084 | |
| Non-current liabilities | | | | | |
Employee benefits | | | 26,684 | | | 26,075 | |
| Long-term provisions | 11 | | 4,775 | | | 468 | |
| Long-term lease liabilities | 6 | | 109,895 | | | 119,486 | |
| Long-term debt | 12 | | 1,273,968 | | | 1,274,552 | |
| Deferred income tax liabilities | 14 | | 79,201 | | | 80,462 | |
| Other long-term liabilities | 7 | | 19,560 | | | 21,445 | |
| | | 1,514,083 | | | 1,522,488 | |
| Total liabilities | | | $ | 2,531,513 | | | $ | 2,560,572 | |
Commitments and contingencies | 12, 16 | | | | |
| EQUITY | | | | | |
Share capital | 13 | | $ | 835,589 | | | $ | 852,805 | |
| Contributed surplus | | | 33,263 | | | 30,758 | |
Accumulated other comprehensive income | | | 189,658 | | | 171,573 | |
| Retained earnings | | | 675,583 | | | 722,621 | |
| Equity attributable to shareholders | | | 1,734,093 | | | 1,777,757 | |
| Non-controlling interests | | | 1,704 | | | 1,701 | |
| Total equity | | | 1,735,797 | | | 1,779,458 | |
| Total liabilities and equity | | | $ | 4,267,310 | | | $ | 4,340,030 | |
See accompanying notes to the interim condensed consolidated financial statements.
ATS CORPORATION
Interim Condensed Consolidated Statements of Income (Loss)
(in thousands of Canadian dollars, except per share amounts - unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | | Three months ended | | Six months ended |
| Note | | September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 |
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Revenues | 17, 18 | | $ | 665,766 | | | | $ | 728,456 | | | $ | 1,359,487 | | | | $ | 1,465,176 | |
| | | | | | | | | | | |
| Operating costs and expenses | | | | | | | | | | | |
Cost of revenues | | | 476,282 | | | | 510,581 | | | 980,052 | | | | 1,027,451 | |
| Selling, general and administrative | | | 144,607 | | | | 149,372 | | | 298,629 | | | | 300,507 | |
| Restructuring costs | 11 | | 21,293 | | | | — | | | 26,951 | | | | 2,493 | |
| Stock-based compensation (recovery) | 15 | | 389 | | | | (6,740) | | | 6,446 | | | | 1,699 | |
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Earnings from operations | | | 23,195 | | | | 75,243 | | | 47,409 | | | | 133,026 | |
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| Net finance costs | 19 | | 22,201 | | | | 24,413 | | | 42,920 | | | | 50,054 | |
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Income before income taxes | | | 994 | | | | 50,830 | | | 4,489 | | | | 82,972 | |
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Income tax expense | 14 | | 6,004 | | | | 17,192 | | | 9,754 | | | | 25,068 | |
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Net income (loss) | | | $ | (5,010) | | | | $ | 33,638 | | | $ | (5,265) | | | | $ | 57,904 | |
| | | | | | | | | | | |
| Attributable to | | | | | | | | | | | |
Shareholders | | | $ | (4,954) | | | | $ | 33,679 | | | $ | (5,263) | | | | $ | 57,796 | |
| Non-controlling interests | | | (56) | | | | (41) | | | (2) | | | | 108 | |
| | | $ | (5,010) | | | | $ | 33,638 | | | $ | (5,265) | | | | $ | 57,904 | |
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Earnings (loss) per share attributable to shareholders |
| |
| | |
| | | | | |
| Basic and diluted | 20 | | $ | (0.05) | | | | $ | 0.34 | | | $ | (0.05) | | | | $ | 0.59 | |
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See accompanying notes to the interim condensed consolidated financial statements.
ATS CORPORATION
Interim Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands of Canadian dollars - unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | | Three months ended | | Six months ended |
| | | September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 |
Net income (loss) | | | $ | (5,010) | | | | $ | 33,638 | | | $ | (5,265) | | | | $ | 57,904 | |
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Other comprehensive income (loss): | | | | | | | | | | | |
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Items to be reclassified subsequently to net income (loss): | | | | | | | | | | | |
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Currency translation adjustment (net of income taxes of $nil) | | | (3,303) | | | | 35,186 | | | 20,142 | | | | 6,260 | |
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Net unrealized gain (loss) on derivative financial instruments designated as cash flow hedges | 10 | | (393) | | | | (7,365) | | | (6,479) | | | | 4,989 | |
| Tax impact | | | 101 | | | | 1,848 | | | 1,638 | | | | (1,265) | |
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Loss transferred to net income (loss) for derivatives designated as cash flow hedges | 10 | | 2,373 | | | | 1,273 | | | 3,626 | | | | 4,556 | |
| Tax impact | | | (598) | | | | (307) | | | (905) | | | | (1,126) | |
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| Cross-currency interest rate swap adjustment | 10 | | (389) | | | | (113) | | | (1,874) | | | | 1,932 | |
| Tax impact | | | 97 | | | | 28 | | | 468 | | | | (483) | |
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| Variable for fixed interest rate swap adjustment | 10 | | 2,130 | | | | 532 | | | 2,149 | | | | 1,920 | |
| Tax impact | | | (532) | | | | (133) | | | (537) | | | | (480) | |
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Other comprehensive income (loss) | | | (514) | | | | 30,949 | | | 18,228 | | | | 16,303 | |
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Comprehensive income (loss) | | | $ | (5,524) | | | | $ | 64,587 | | | $ | 12,963 | | | | $ | 74,207 | |
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Attributable to | | | | | | | | | | | |
| Shareholders | | | $ | (5,464) | | | | $ | 64,593 | | | $ | 12,960 | | | | $ | 74,239 | |
| Non-controlling interests | | | (60) | | | | (6) | | | 3 | | | | (32) | |
| | | $ | (5,524) | | | | $ | 64,587 | | | $ | 12,963 | | | | $ | 74,207 | |
See accompanying notes to the interim condensed consolidated financial statements.
ATS CORPORATION
Interim Condensed Consolidated Statements of Changes in Equity
(in thousands of Canadian dollars - unaudited)
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Six months ended September 27, 2026 | | | | | | | | | | | | | | | | |
| | Share capital | | Contributed surplus | | Retained earnings | | Currency translation adjustments | | Cash flow hedge reserve | | Total accumulated other comprehensive income | | Non-controlling interests | | Total equity |
| | | | | | | | | | | | | | | | |
Balance, as at March 31, 2026 | | $ | 852,805 | | | $ | 30,758 | | | $ | 722,621 | | | $ | 162,354 | | | $ | 9,219 | | | $ | 171,573 | | | $ | 1,701 | | | $ | 1,779,458 | |
Net loss | | — | | | — | | | (5,263) | | | — | | | — | | | — | | | (2) | | | (5,265) | |
Other comprehensive income (loss) | | — | | | — | | | — | | | 20,137 | | | (1,914) | | | 18,223 | | | 5 | | | 18,228 | |
Total comprehensive income (loss) | | — | | | — | | | (5,263) | | | 20,137 | | | (1,914) | | | 18,223 | | | 3 | | | 12,963 | |
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Stock-based compensation | | — | | | 7,990 | | | — | | | — | | | — | | | — | | | — | | | 7,990 | |
| Exercise of stock options | | 839 | | | (203) | | | — | | | — | | | — | | | — | | | — | | | 636 | |
Settlement of RSUs (note 15) | | 5,282 | | | (5,282) | | | — | | | — | | | — | | | — | | | — | | | — | |
Common shares held in trust (note 15) | | (2,589) | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,589) | |
Repurchase of common shares (note 13) | | (20,748) | | | — | | | (41,775) | | | — | | | — | | | — | | | — | | | (62,523) | |
| Hedging reserve reclassified to net income | | — | | | — | | | — | | | — | | | (138) | | | (138) | | | — | | | (138) | |
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Balance, as at September 27, 2026 | | $ | 835,589 | | | $ | 33,263 | | | $ | 675,583 | | | $ | 182,491 | | | $ | 7,167 | | | $ | 189,658 | | | $ | 1,704 | | | $ | 1,735,797 | |
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Six months ended September 28, 2025 | | | | | | | | | | | | | | | | | | | | |
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| | Share capital | | Contributed surplus | | Retained earnings | | Currency translation adjustments | | Cash flow hedge reserve | | Total accumulated other comprehensive income | | Non-controlling interests | | Total equity | | | | |
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Balance, as at March 31, 2025 | | $ | 842,015 | | | $ | 36,539 | | | $ | 660,368 | | | $ | 170,927 | | | $ | (4,072) | | | $ | 166,855 | | | $ | 3,580 | | | $ | 1,709,357 | | | | | |
Net income | | — | | | — | | | 57,796 | | | — | | | — | | | — | | | 108 | | | 57,904 | | | | | |
| Other comprehensive income (loss) | | — | | | — | | | — | | | 6,400 | | | 10,043 | | | 16,443 | | | (140) | | | 16,303 | | | | | |
| Total comprehensive income (loss) | | — | | | — | | | 57,796 | | | 6,400 | | | 10,043 | | | 16,443 | | | (32) | | | 74,207 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Purchase of non-controlling interest | | — | | | — | | | (2,564) | | | — | | | — | | | — | | | (1,806) | | | (4,370) | | | | | |
| Stock-based compensation | | — | | | 823 | | | — | | | — | | | — | | | — | | | — | | | 823 | | | | | |
| Exercise of stock options | | 14,295 | | | (3,262) | | | — | | | — | | | — | | | — | | | — | | | 11,033 | | | | | |
| Settlement of RSUs | | 7,161 | | | (7,161) | | | — | | | — | | | — | | | — | | | — | | | — | | | | | |
Common shares held in trust | | (9,616) | | | — | | | — | | | — | | | — | | | — | | | — | | | (9,616) | | | | | |
| Repurchase of common shares | | (2,854) | | | — | | | (7,346) | | | — | | | — | | | — | | | — | | | (10,200) | | | | | |
Hedging reserve reclassified to net income | | — | | | — | | | — | | | — | | | (206) | | | (206) | | | — | | | (206) | | | | | |
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Balance, as at September 28, 2025 | | $ | 851,001 | | | $ | 26,939 | | | $ | 708,254 | | | $ | 177,327 | | | $ | 5,765 | | | $ | 183,092 | | | $ | 1,742 | | | $ | 1,771,028 | | | | | |
See accompanying notes to the interim condensed consolidated financial statements.
ATS CORPORATION
Interim Condensed Consolidated Statements of Cash Flows
(in thousands of Canadian dollars - unaudited)
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| | | | | | | | | | | |
| | | Three months ended | | Six months ended |
| Note | | September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 |
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| Operating activities | | | | | | | | | | | |
Net income (loss) | | | $ | (5,010) | | | | $ | 33,638 | | | $ | (5,265) | | | | $ | 57,904 | |
| Items not involving cash | | | | | | | | | | | |
| Depreciation of property, plant and equipment | | | 7,586 | | | | 8,616 | | | 17,259 | | | | 17,020 | |
| Amortization of right-of-use assets | 6 | | 9,347 | | | | 9,848 | | | 19,304 | | | | 18,801 | |
| Amortization of intangible assets | | | 20,330 | | | | 20,967 | | | 40,931 | | | | 40,924 | |
| Impairment of assets | 9 | | — | | | | — | | | 7,088 | | | | — | |
| Deferred income taxes | 14 | | (3,855) | | | | (3,256) | | | (14,721) | | | | (25,270) | |
| Other items not involving cash | | | 2,012 | | | | 3,178 | | | (3,305) | | | | (265) | |
| Stock-based compensation | 15 | | 3,598 | | | | (3,502) | | | 7,990 | | | | 823 | |
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| Change in non-cash operating working capital | 21 | | 46,673 | | | | (40,998) | | | 1,052 | | | | 74,336 | |
Cash flows provided by operating activities | | | $ | 80,681 | | | | $ | 28,491 | | | $ | 70,333 | | | | $ | 184,273 | |
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| Investing activities | | | | | | | | | | | |
| Acquisition of property, plant and equipment | | | $ | (8,161) | | | | $ | (8,135) | | | $ | (16,185) | | | | $ | (15,229) | |
| Acquisition of intangible assets | | | (10,013) | | | | (10,240) | | | (17,600) | | | | (19,480) | |
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| Proceeds from disposal of property, plant and equipment | | | 176 | | | | 34 | | | 1,225 | | | | 125 | |
Cash flows used in investing activities | | | $ | (17,998) | | | | $ | (18,341) | | | $ | (32,560) | | | | $ | (34,584) | |
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| Financing activities | | | | | | | | | | | |
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| Bank indebtedness | | | $ | 1,537 | | | | $ | 5,098 | | | $ | (4,369) | | | | $ | (19,967) | |
| Repayment of long-term debt | | | (49) | | | | (40,047) | | | (50,116) | | | | (215,070) | |
| Proceeds from long-term debt | | | 40,000 | | | | 39,999 | | | 40,000 | | | | 84,999 | |
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| Proceeds from exercise of stock options | | | 118 | | | | 10,607 | | | 636 | | | | 11,033 | |
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| Purchase of non-controlling interest | | | — | | | | — | | | — | | | | (4,370) | |
| Repurchase of common shares | 13 | | (61,297) | | | | — | | | (61,297) | | | | (10,000) | |
| Acquisition of shares held in trust | 15 | | (2,589) | | | | (9,616) | | | (2,589) | | | | (9,616) | |
| Principal lease payments | | | (8,945) | | | | (8,751) | | | (17,500) | | | | (16,672) | |
Cash flows used in financing activities | | | $ | (31,225) | | | | $ | (2,710) | | | $ | (95,235) | | | | $ | (179,663) | |
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| Effect of exchange rate changes on cash and cash equivalents | | | 577 | | | | 1,263 | | | 2,315 | | | | 1,339 | |
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Increase (decrease) in cash and cash equivalents | | | 32,035 | | | | 8,703 | | | (55,147) | | | | (28,635) | |
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Cash and cash equivalents, beginning of period | | | 198,933 | | | | 188,609 | | | 284,957 | | | | 225,947 | |
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| Initial adoption of amendments to IFRS 9 on April 1, 2026 | | | — | | | | — | | | 1,158 | | | | — | |
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Cash and cash equivalents, end of period | | | $ | 230,968 | | | | $ | 197,312 | | | $ | 230,968 | | | | $ | 197,312 | |
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| Supplemental information | | | | | | | | | | | |
| Cash income taxes paid | | | $ | 866 | | | | $ | 12,115 | | | $ | 25,799 | | | | $ | 14,104 | |
| Cash interest paid | | | $ | 27,371 | | | | $ | 29,639 | | | $ | 43,299 | | | | $ | 49,648 | |
See accompanying notes to the interim condensed consolidated financial statements.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
1. CORPORATE INFORMATION
ATS Corporation and its subsidiaries (collectively, "ATS" or the "Company") is an industry leader in planning, designing, building, commissioning and servicing automated manufacturing systems - including automation products and test solutions - for a broadly diversified base of customers.
The Company is listed on the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol "ATS" and is incorporated and domiciled in Ontario, Canada. The address of its registered office is 730 Fountain Street North, Cambridge, Ontario, Canada.
The interim condensed consolidated financial statements of the Company for the three and six months ended September 27, 2026 were authorized for issue by the Board of Directors (the "Board") on November 3, 2026.
2. BASIS OF PREPARATION
These interim condensed consolidated financial statements were prepared on a historical cost basis, except for certain financial instruments and other items that are measured as described in note 3 of the Company's annual consolidated financial statements for the year ended March 31, 2026. 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, 2026.
Standards adopted in fiscal 2027
The accounting policies adopted in the preparation of these interim condensed consolidated financial statements are consistent with those followed in the presentation of the Company's annual consolidated financial statements for the year ended March 31, 2026, except as noted below:
(i) Adoption of amendments to IFRS 9 and IFRS 7
Effective April 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7, issued by the IASB in May 2024. 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 feature, and introduce new disclosure requirements for equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. The amendments were adopted in accordance with the applicable transition provisions, which do not require the restatement of comparative period information.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
The table below shows the initial impact of adopting these amendments.
| | | | | | | | | | | |
| March 31, 2026 as reported | Impact of amendments to IFRS 9 | April 1, 2026 upon adoption of amendments to IFRS 9 |
Consolidated statements of financial position: | | | |
Cash and cash equivalents | $ | 284,957 | | $ | 1,158 | | $ | 286,115 | |
Accounts receivable | 523,738 | | 222 | | 523,960 | |
Accounts payable and accrued liabilities | 622,436 | | 1,380 | | 623,816 | |
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, 2027, 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. IFRS 18 introduces the following key changes:
•A revised structure for the statement of income, including new defined categories of income and expenses and required subtotals such as operating profit or loss and profit or loss before financing and income taxes;
•New presentation requirements for operating expenses, which must be presented directly on the face of the statement of income and classified based on their nature, function, or a combination of both;
•Enhanced disclosure requirements related to management-defined performance measures, including explanations of how such measures are calculated and how they reconcile to amounts presented in the financial statements; and
•Additional guidance on the aggregation and disaggregation of information in the financial statements and the notes to improve the organization and presentation of financial information.
The standard is required to be applied retrospectively in both annual and interim financial statements starting in the fiscal year ending March 31, 2028.
The Company is in the process of reviewing the new standard to determine the impact on its consolidated financial statements.
3. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The preparation of the Company's interim condensed consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the end of the reporting period. However, uncertainty about these estimates, judgments and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
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 2026 audited consolidated financial statements.
The Company based its estimates, judgments and assumptions on parameters available when the interim condensed consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the estimates when they occur.
Tariffs: Management is monitoring the global tariff environment, including reciprocal measures from impacted jurisdictions. The tariff uncertainty under Section 338 has had a more material impact than previously anticipated, primarily affecting packaging equipment and customer decision making based on expected tariff impacts. In the first quarter of fiscal 2027, a refund process was initiated for tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). IEEPA tariff refunds received during the period have been recognized within cost of revenues, consistent with the presentation of the original tariff-related costs in the interim condensed consolidated financial statements. The impact of refunds recorded in the period do not have a material impact on the Company's interim condensed consolidated financial statements. Management will continue to monitor and assess the impact of the tariffs on its judgments, estimates, and amounts recognized in its interim condensed consolidated financial statements.
4. INVENTORIES
| | | | | | | | | | | |
| As at | September 27 2026 | | March 31 2026 |
| Raw materials | $ | 141,055 | | | $ | 140,322 | |
| Work in progress | 101,199 | | | 91,466 | |
| Finished goods | 59,364 | | | 63,418 | |
| $ | 301,618 | | | $ | 295,206 | |
The amount charged to net income (loss) and included in cost of revenues for the write-down of inventories for net realizable value adjustments during the three and six months ended September 27, 2026 was $2,184 and $3,682, respectively (three and six months ended September 28, 2025 - $1,963 and $4,262, respectively). The amount of inventories carried at net realizable value as at September 27, 2026 was $25,487 (March 31, 2026 - $20,992).
5. DEPOSITS, PREPAIDS AND OTHER ASSETS
| | | | | | | | | | | | | |
| As at | | | September 27 2026 | | March 31 2026 |
| Prepaid assets | | | $ | 47,169 | | | $ | 40,571 | |
Restricted cash (i) | | | 519 | | | 623 | |
Supplier deposits (ii) | | | 19,947 | | | 24,507 | |
| Investment tax credits receivable | | | 22,873 | | | 23,448 | |
| | | | | |
| | | | | |
| Forward foreign exchange contracts | | | 4,904 | | | 5,724 | |
| | | $ | 95,412 | | | $ | 94,873 | |
(i) Restricted cash primarily consists of a pledged account for post-employment benefit payments.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
(ii) As at September 27, 2026, the long-term portion of deposits was $3,896 (March 31, 2026 - $3,710), which is recorded in long-term deposits in the interim condensed consolidated statements of financial position.
6. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Changes in the net balance of right-of-use assets during the six months ended September 27, 2026 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Note | | Buildings | | Vehicles and equipment | | Total |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance, at March 31, 2026 | | | $ | 121,809 | | | $ | 25,245 | | | $ | 147,054 | |
| Additions | | | 11,139 | | | 4,187 | | | 15,326 | |
| Amortization | | | (13,217) | | | (6,087) | | | (19,304) | |
| | | | | | | |
| Exchange and other adjustments | | | (5,920) | | | 120 | | | (5,800) | |
Balance, at September 27, 2026 | | | $ | 113,811 | | | $ | 23,465 | | | $ | 137,276 | |
Changes in the balance of lease liabilities during the six months ended September 27, 2026 were as follows:
| | | | | | | | | | | | | |
| Note | | | | |
Balance, at March 31, 2026 | | | $ | 154,688 | | | |
| Additions | | | 15,326 | | | |
| Interest | | | 3,863 | | | |
| Payments | | | (21,363) | | | |
| | | | | |
| Exchange and other adjustments | | | (5,967) | | | |
Balance, at September 27, 2026 | | | $ | 146,547 | | | |
| Less: current portion | | | 36,652 | | | |
| | | $ | 109,895 | | | |
The right-of-use assets and lease liabilities relate to leases of real estate properties, automobiles and other equipment. For the three and six months ended September 27, 2026, the Company recognized expense related to short-term and low-value leases of $826 and $1,907, respectively, in cost of revenues (September 28, 2025 - $1,013 and $2,129, respectively), and $654 and $1,224, respectively, in selling, general and administrative expenses (September 28, 2025 - $722 and $1,544, respectively) in the interim condensed consolidated statements of income (loss).
7. OTHER ASSETS AND LIABILITIES
Other assets consist of the following:
| | | | | | | | | | | |
| As at | September 27 2026 | | March 31 2026 |
Cross-currency interest rate swap instruments (i) | $ | 175 | | | $ | — | |
Variable for fixed interest rate swap instruments (ii), (iii) | 986 | | | — | |
Long-term investment tax credits (v) | 8,560 | | | 4,096 | |
Long-term forward foreign exchange contracts (iv) | — | | | 335 | |
Other | 16 | | | 33 | |
| $ | 9,737 | | | $ | 4,464 | |
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
Other long-term liabilities consist of the following:
| | | | | | | | | | | |
| As at | September 27 2026 | | March 31 2026 |
Cross-currency interest rate swap instruments (i) | $ | 18,798 | | | $ | 20,406 | |
Variable for fixed interest rate swap instruments (ii), (iii) | — | | | 200 | |
Long-term forward foreign exchange contracts (iv) | 29 | | | 108 | |
| Other | 733 | | | 731 | |
| $ | 19,560 | | | $ | 21,445 | |
(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 ("U.S. Senior Notes"). The Company will receive interest of 4.125% U.S. per annum and pay interest of 3.128% Canadian. The terms of the hedging instrument will end on December 15, 2027.
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 the $300,000 outstanding on the secured credit facility at that date to a fixed 4.044% interest rate. The terms of the hedging relationship will end on November 4, 2026. The current portion of the variable for fixed interest rate swap instrument is recorded in deposits, prepaids and other assets for asset balances, and in accounts payable and accrued liabilities for liability balances, on the interim condensed consolidated statements of financial position.
On March 16, 2026, the Company discontinued hedge accounting on the $150,000 revolver portion of the credit facility due to a repayment of the hedged item. The $1,367 accumulated in other comprehensive income related to this portion of the hedge was transferred to the consolidated statements of income (loss) for the year ended March 31, 2026. The $150,000 term loan remains in the pre-existing hedging relationship.
(iii) On March 16, 2026, the Company entered into a forward-starting variable for fixed interest rate swap instrument to swap the variable interest rate on the $150,000 outstanding on the term loan to a fixed 3.264%. The terms of the hedging relationship will be effective November 4, 2026 and will end on November 4, 2028.
(iv) The current portion of the forward foreign exchange contracts is recorded in deposits, prepaids and other assets for asset balances, and in accounts payable and accrued liabilities for liability balances, on the interim condensed consolidated statements of financial position.
(v) The current portion of the investment tax credits is recorded in deposits, prepaids and other assets on the interim condensed consolidated statements of financial position.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
8. ASSETS HELD FOR SALE
The Company has classified the land, building and leaseholds associated with certain facilities in the U.S. and a facility in Germany as held for sale as part of the reorganization of the Company's transportation-related business. The carrying value of assets classified as held for sale was $61,263 as at September 27, 2026 (March 31, 2026 – $60,302). Changes in the carrying value since March 31, 2026 were attributable to foreign exchange translation into the Company's presentation currency and not to changes in the underlying carrying value of the properties. The assessed fair value, less costs to sell, of the assets exceeds the current carrying value, and therefore no adjustments were recorded to the carrying value.
Subsequent to September 27, 2026, certain of the land, building and leaseholds associated with the U.S. facilities classified as held for sale were sold for consideration of $71,165, resulting in an estimated gain on disposal of approximately $12,175. The gain will be recognized in the third quarter of fiscal 2027. The Company entered into an agreement to lease back one of the buildings, which will be accounted for as a sale and leaseback transaction.
9. IMPAIRMENT OF INTANGIBLE ASSETS
The Company performed its annual intangible impairment tests in the fourth quarter of fiscal 2026. The impairment tests are based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the different cash-generating units ("CGUs") were disclosed in the annual consolidated financial statements for the year ended March 31, 2026. On a quarterly basis, the Company reviews for indicators of impairment of its CGUs.
Software-focused business CGUs
In the first quarter of fiscal 2027, the Company performed an impairment assessment of certain intangible assets associated with its software-focused business CGUs due to a strategic repositioning in its product offerings in those businesses, resulting in an indicator of impairment. The recoverable amount of the CGU was determined using a value-in-use methodology, which incorporates management's estimates of future cash flows, and an appropriate discount rate reflecting the risks specific to the CGU. The projected cash flows were updated to reflect the expected impact of the strategic repositioning and changes in the anticipated demand profile of the affected products and services.
As a result of this analysis, the Company recognized an impairment charge of $7,088 against certain intangible assets. The impairment expense has been recorded within cost of revenues in the interim condensed consolidated statements of income (loss).
Sensitivity to changes in assumptions
For the impairment tests performed for the period ended June 28, 2026, the estimated recoverable amount is equal to its carrying value. Consequently, any adverse change in key assumptions could result in a further impairment loss. The key assumptions for the recoverable amount are disclosed below:
Growth rate - The rates used in the determination of the recoverable amount are based on market growth rates for the specific industry, updated for expected impact of the repositioning. Minor changes in the growth rate do not materially impact the impairment calculation.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
Discount rate - The discount rate used was 12.5%, which was estimated based on the weighted average cost of capital for the CGUs. Minor changes in the discount rate do not materially impact the impairment calculation.
10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
During the three and six months ended September 27, 2026 and the three and six months ended September 28, 2025, there were no changes in the classification of financial assets as a result of a change in the purpose or use of those assets. The Company uses derivative instruments, including cross-currency interest rate swaps, interest rate swaps, and forward foreign exchange contracts, to manage exposure to foreign exchange rate and interest rate fluctuations. These derivative instruments are categorized as Level 2 in the fair value hierarchy with fair value determined using a discounted cash flow technique, incorporating inputs that are observable in the market or can be derived from observable market data. The Company does not have any Level 1 or Level 3 instruments.
During the three and six months ended September 27, 2026 and the three and six months ended September 28, 2025, there were no transfers of financial instruments between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.
Instruments not subject to hedge accounting
As part of the Company's risk management strategy, forward contract derivative financial instruments are used to manage foreign currency exposure related to the translation of foreign currency net assets to the subsidiary's functional currency. As these instruments have not been designated as hedges, the change in fair value is recorded in selling, general and administrative expenses in the interim condensed consolidated statements of income (loss).
For the three and six months ended September 27, 2026, the Company recorded risk management losses of $7,044 and $6,804, respectively (three and six months ended September 28, 2025 - losses of $6,858 and $5,978, respectively), on foreign currency risk management forward contracts in the interim condensed consolidated statements of income (loss). Included in these amounts, during the three and six months ended September 27, 2026, were unrealized losses of $3,051 and $1,916, respectively (three and six months ended September 28, 2025 - unrealized losses of $1,908 and $7,792, respectively), representing the change in fair value. In addition, during the three and six months ended September 27, 2026, the Company realized foreign exchange losses of $3,993 and $4,888, respectively (three and six months ended September 28, 2025 - realized losses of $4,950 and gains of $1,814, respectively), related to forward derivative contracts which were settled.
11. PROVISIONS
| | | | | | | | | | | | | | | | | | | | | | | |
| Warranty | | Restructuring | | Other | | Total |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance, at March 31, 2026 | $ | 10,075 | | | $ | 19,750 | | | $ | 2,743 | | | $ | 32,568 | |
| Provisions made | 1,397 | | | 26,951 | | | 8,720 | | | 37,068 | |
| | | | | | | |
| | | | | | | |
| Provisions used | (2,766) | | | (15,343) | | | (8,233) | | | (26,342) | |
| Exchange adjustments | 100 | | | 115 | | | 16 | | | 231 | |
Balance, at September 27, 2026 | $ | 8,806 | | | $ | 31,473 | | | $ | 3,246 | | | $ | 43,525 | |
Warranty provisions
Warranty provisions are related to sales of products and are based on experience reflecting statistical trends of warranty costs.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
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 periodically undertakes reviews of its operations to ensure alignment with strategic market opportunities including the realignment of the cost structure and capital needs of its businesses. In addition, in the first quarter of fiscal 2027, the Company announced its Fixed Cost Transformation Program (the "Program"), a multi-phase initiative to simplify the Company's operating structure, optimize its global footprint, and reduce fixed costs. During the three and six months ended September 27, 2026, restructuring expenses of $21,293 and $26,951, respectively, were recorded in connection with the Program and with other restructuring activities (September 28, 2025 - $nil and $2,493, respectively).
Included in the restructuring provisions are $4,775 of costs classified as long-term due to country-specific requirements for termination benefits (March 31, 2026 - $468).
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.
12. BANK INDEBTEDNESS AND LONG-TERM DEBT
On December 4, 2025, the Company amended its Credit Facility, extending the maturity date to December 4, 2029. The Credit Facility consists of (i) a $900,000 secured committed revolving line of credit; and (ii) a fully drawn $150,000 secured term credit facility. The Company incurred transaction costs of $2,640, which were deferred and are being amortized over the term of the Credit Facility. The Credit Facility is secured by the Company's assets, including a pledge of shares of certain of the Company's subsidiaries. Certain of the Company's subsidiaries also provide guarantees under the Credit Facility. At September 27, 2026, the Company had utilized $190,000 under the Credit Facility, of which $190,000 was classified as long-term debt (March 31, 2026 - $200,000) and $nil by way of letters of credit (March 31, 2026 - $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 7). The Credit Facility is subject to financial covenants
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
including a net debt-to-EBITDA test and an interest coverage test. Under the terms of the Credit Facility, the Company is restricted from encumbering any assets with certain permitted exceptions. At September 27, 2026, all of the covenants were met.
The Company has additional credit facilities available of $111,592 (40,001 EUR, $24,000 U.S., 110,000 THB, 2,500 GBP, 5,000 CNY, $1,000 AUD and $1,776 CAD). The total amount outstanding on these facilities as at September 27, 2026 was $4,184, of which $2,407 was classified as bank indebtedness (March 31, 2026 - $6,744), $1,777 was classified as long-term debt (March 31, 2026 - $1,920) and $nil by way of letters of credit (March 31, 2026 - $nil). The interest rates applicable to the credit facilities range from 3.05% to 7.00% 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 September 27, 2026, 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 7).
On August 21, 2024, the Company completed a private placement of $400,000 aggregate principal amount of CAD senior unsecured notes ("CAD Senior Notes"). The CAD Senior Notes were issued at par, bear interest at a rate of 6.50% per annum and mature on August 21, 2032. On December 19, 2024, the Company completed a private placement of an additional $200,000 of CAD Senior Notes, bringing the total amount of CAD Senior Notes issued to $600,000. The additional CAD Senior Notes were issued at a premium of $1,250, which is classified as long-term debt. The Company may redeem the CAD Senior Notes, at any time after August 21, 2027, in whole or in part, at specified redemption prices and subject to certain conditions required by the CAD Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the CAD Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the CAD Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The CAD Senior Notes contain customary covenants that restrict, subject to certain 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. Transaction fees of $9,604 were deferred and are being amortized over the term of the CAD Senior Notes. At September 27, 2026, 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.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
(i) Bank indebtedness
| | | | | | | | | | | |
| As at | September 27 2026 | | March 31 2026 |
| Other facilities | $ | 2,407 | | | $ | 6,744 | |
(ii) Long-term debt
| | | | | | | | | | | |
| As at | September 27 2026 | | March 31 2026 |
| Credit Facility | $ | 190,000 | | | $ | 200,000 | |
| Senior Notes | 1,096,012 | | | 1,087,954 | |
| Other facilities | 1,777 | | | 1,920 | |
| Issuance costs | (13,644) | | | (15,149) | |
| 1,274,145 | | | 1,274,725 | |
| Less: current portion | 177 | | | 173 | |
| $ | 1,273,968 | | | $ | 1,274,552 | |
Scheduled principal repayments and interest payments on long-term debt as at September 27, 2026 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 | $ | 177 | | | $ | 59,380 | |
| One - two years | 475 | | | 59,362 | |
| Two - three years | 495,398 | | | 49,132 | |
| Three - four years | 190,376 | | | 38,900 | |
| Four - five years | 399 | | | 38,877 | |
| Thereafter | 600,964 | | | 37,826 | |
| $ | 1,287,789 | | | $ | 283,477 | |
13. SHARE CAPITAL
Authorized share capital of the Company consists of an unlimited number of common shares, without par value, for unlimited consideration.
On December 18, 2025, 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 8,225,621 common shares during the 12-month period ending December 21, 2026.
During the six months ended September 27, 2026, the Company purchased 2,244,461 common shares under the current NCIB program for $61,297. At September 27, 2026, a total of 5,981,160 common shares remained available for repurchase under the current 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 $1,226 (March 31, 2026 - $200) of transaction costs related to taxes on the share repurchase (note 14).
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
The changes in the common shares issued and outstanding during the period presented were as follows:
| | | | | | | | | | | | | | |
| Note | Number of common shares | | Share capital |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Balance, at March 31, 2026 | | 96,997,452 | | | $ | 852,805 | |
| Exercise of stock options | | 22,921 | | | 839 | |
| Common shares purchased and held in trust | 15 | (66,339) | | | (2,589) | |
| Settlement of RSUs | 15 | 98,693 | | | 5,282 | |
| Repurchase of common shares | | (2,244,461) | | | (20,748) | |
Balance, at September 27, 2026 | | 94,808,266 | | | $ | 835,589 | |
14. TAXATION
(i) Reconciliation of income taxes: Income tax expense differs from the amounts that would be obtained by applying the combined Canadian basic federal and provincial income tax rate to income before income taxes. These differences result from the following items:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | | Three months ended | | Six months ended |
| Note | | September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 |
Income before income taxes and non-controlling interest | | | $ | 994 | | | | $ | 50,830 | | | $ | 4,489 | | | | $ | 82,972 | |
| Combined Canadian basic federal and provincial income tax rate | | | 26.50% | | | 26.50% | | 26.50% | | | 26.50% |
Income tax expense based on combined Canadian basic federal and provincial income tax rate | | | $ | 264 | | | | $ | 13,470 | | | $ | 1,190 | | | | $ | 21,988 | |
| | | | | | | | | | | |
Increase (decrease) in income taxes resulting from: | | | | | | | | | | | |
| Adjustments in respect of current income tax of previous periods | | | 841 | | | | 1,018 | | | 833 | | | | 564 | |
Non-taxable items net of non-deductible items | | | 392 | | | | (2,020) | | | (974) | | | | (4,234) | |
| Change in unrecognized assets | | | 4,091 | | | | 538 | | | 7,226 | | | | 1,988 | |
| Income taxed at different rates and statutory rate changes | | | 571 | | | | 4,239 | | | 2,043 | | | | 5,315 | |
| Manufacturing and processing allowance and all other items | | | (155) | | | | (53) | | | (564) | | | | (553) | |
At the effective income tax rate of 217% (September 28, 2025 – 30%) | | | $ | 6,004 | | | | $ | 17,192 | | | $ | 9,754 | | | | $ | 25,068 | |
| | | | | | | | | | | |
Income tax expense (recovery) reported in the interim condensed consolidated statements of income (loss): | | | | | | | | | | | |
Current tax expense | | | $ | 9,859 | | | | $ | 20,448 | | | $ | 24,475 | | | | $ | 50,338 | |
Deferred tax recovery | | | (3,855) | | | | (3,256) | | | (14,721) | | | | (25,270) | |
| | | $ | 6,004 | | | | $ | 17,192 | | | $ | 9,754 | | | | $ | 25,068 | |
| | | | | | | | | | | |
| Deferred tax related to items charged or credited directly to equity and goodwill: | | | | | | | | | | | |
Gain (loss) on revaluation of cash flow hedges | | | $ | (932) | | | | $ | 1,436 | | | $ | 664 | | | | $ | (3,354) | |
| | | | | | | | | | | |
| Other items recognized through equity | | | (181) | | | | 1,162 | | | 1,498 | | | | 290 | |
| Income tax charged directly to equity and goodwill | | | $ | (1,113) | | | | $ | 2,598 | | | $ | 2,162 | | | | $ | (3,064) | |
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
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
measures from the federal budget tabled on April 16, 2024. The GMTA introduces a 15% global minimum tax in Canada, aligning with the OECD Pillar Two regime. On June 20, 2024, Bill C-69 received Royal Assent, enacting the GMTA. Consequently, the impact of the GMTA is reflected in the interim condensed consolidated financial statements. During the three and six months ended September 27, 2026, the Company recognized income tax expense related to Pillar Two income taxes of $136 and $303, respectively ($599 and $1,172 in the three and six months ended September 28, 2025, respectively), in the interim condensed consolidated statement of income (loss).
On June 20, 2024, Bill C-59 received Royal Assent, enacting a 2% tax on certain share buybacks. The impact of this tax is reflected in the interim condensed consolidated financial statements (note 13).
15. STOCK-BASED COMPENSATION
In the calculation of the stock-based compensation expense in the interim condensed consolidated statements of income (loss), the fair value of the Company's stock option grants were estimated using the Black-Scholes option pricing model for time-vesting stock options. During the three and six months ended September 27, 2026, the Company granted nil and 168,088 time-vesting stock options, respectively (3,441 and 354,106 in the three and six months ended September 28, 2025, respectively). The stock options granted vest over four years and expire on the seventh anniversary from the date of issue.
| | | | | | | | | | | | | | | | | | | | |
| | | September 27 2026 | | | September 28 2025 |
| | | | | | |
| Number of stock options | | Weighted average exercise price | Number of stock options | | Weighted average exercise price |
| Stock options outstanding, beginning of period | 1,067,391 | | | $ | 40.49 | | 994,599 | | | $ | 35.87 | |
| Granted | 168,088 | | | 41.30 | | 354,106 | | | 40.32 | |
Exercised (i) | (22,921) | | | 27.75 | | (421,427) | | | 26.18 | |
| Forfeited | (50,337) | | | 42.61 | | (387,939) | | | 43.86 | |
| Stock options outstanding, end of period | 1,162,221 | | | $ | 40.77 | | 539,339 | | | $ | 40.62 | |
| Stock options exercisable, end of period, time-vested options | 169,622 | | | $ | 38.09 | | 206,048 | | | $ | 34.17 | |
| | | | | | |
(i) For the six months ended September 27, 2026, the weighted average share price at the date of exercise was $39.11 (September 28, 2025 - $37.76).
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.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
| | | | | | | | | | | |
For the six months ended | September 27 2026 | | September 28 2025 |
| | | |
Weighted average risk-free interest rate | 3.09 | % | | 2.90 | % |
Dividend yield | 0 | % | | 0 | % |
Weighted average expected volatility | 38 | % | | 37 | % |
Weighted average expected life | 4.75 years | | 4.75 years |
Number of stock options granted: Time-vested | 168,088 | | 354,106 |
Weighted average exercise price per option | $ 41.30 | | $ 40.32 |
Weighted average value per option: Time-vested | $ 15.24 | | $ 14.52 |
Restricted Share Unit Plan:
During the three and six months ended September 27, 2026, the Company granted 20,294 and 195,613 time-vesting restricted share units ("RSUs") (298,274 in the three and six months ended September 28, 2025), and nil and 124,049 performance-based RSUs (255,205 in the three and six months ended September 28, 2025). The Company measures these RSUs based on the fair value at the date of grant, and compensation expense is recognized over the vesting period in the interim condensed consolidated statements of income (loss) with a corresponding increase in contributed surplus. The performance-based RSUs vest upon successful achievement of certain operational and share price targets.
On May 18, 2022, the RSU plan was amended so that RSUs granted may be settled in ATS Common Shares, where deemed advisable by the Company, as an alternative to cash payments. It is the Company's intention to settle these RSUs with ATS Common Shares, and therefore the Company measures these RSUs as equity awards based on fair value. During the three and six months ended September 27, 2026, 66,339 common shares were purchased for $2,589, and placed in trust (238,621 shares for $9,616 in the three and six months ended September 28, 2025).
During the three and six months ended September 27, 2026, the Company settled 92,464 time-vesting RSUs and 6,229 performance-based RSUs (131,057 time-vesting RSUs and 55,839 performance-based RSUs in the three and six months ended September 28, 2025) in ATS Common Shares from the common shares held in trust (note 13). At September 27, 2026, 1,076,826 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, 2026 - 1,109,180 shares held in 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 and six months ended September 27, 2026, the Company granted nil and 58,354 Deferred Stock Units ("DSUs"), respectively (three and six months ended September 28, 2025 - 9,018 and 58,019, respectively). During the three and six months ended September 27, 2026, nil and 222,898 units were redeemed for $nil and $9,647 (September 28, 2025 - no units). As at September 27, 2026, the value of the outstanding liability related to the DSUs was $7,971 (March 31, 2026 - $19,168). 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 value of the DSU liability is included in the interim condensed consolidated statements of income (loss) in the period of change.
The following table shows the compensation expense (recovery) related to the Company's share-based payment plans:
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
| | | | | | | | | | | |
| | | |
For the three months ended | September 27 2026 | | September 28 2025 |
| Stock options | $ | 1,059 | | | $ | (707) | |
| RSUs | 2,539 | | | (2,797) | |
| DSUs | (3,209) | | | (3,236) | |
| $ | 389 | | | $ | (6,740) | |
| | | | | | | | | | | |
For the six months ended | September 27 2026 | | September 28 2025 |
| Stock options | $ | 2,134 | | | $ | (16) | |
| RSUs | 5,856 | | | 839 | |
| DSUs | (1,544) | | | 876 | |
| $ | 6,446 | | | $ | 1,699 | |
16. COMMITMENTS AND CONTINGENCIES
| | | | | |
| Minimum purchase obligations as at | September 27 2026 |
| Less than one year | $ | 264,857 | |
| One - two years | 16,083 | |
| Two - three years | 2,390 | |
| Three - four years | 245 | |
| Four - five years | 60 | |
| More than five years | 48 | |
| $ | 283,683 | |
The Company's off-balance sheet arrangements consist of purchase obligations, primarily commitments for material purchases, which have been entered into in the normal course of business.
In accordance with industry practice, the Company is liable to customers for obligations relating to contract completion and timely delivery. In the normal conduct of its operations, the Company may provide letters of credit as security for advances received from customers pending delivery and contract performance. In addition, the Company provides letters of credit for post-retirement obligations and may provide letters of credit as security on equipment under lease and on order. As at September 27, 2026, the total value of outstanding letters of credit was approximately $274,447 (March 31, 2026 - $283,871).
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.
17. 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.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
| | | | | | | | | | | | | | | | | |
| As at | September 27, 2026 |
| Right-of-use assets | | Property, plant and equipment | | Intangible assets |
| Canada | $ | 42,474 | | | $ | 67,307 | | | $ | 79,119 | |
| United States | 17,867 | | | 76,905 | | | 397,103 | |
| Germany | 22,697 | | | 51,116 | | | 44,318 | |
| Italy | 34,940 | | | 51,987 | | | 130,346 | |
| Other Europe | 16,937 | | | 8,720 | | | 25,712 | |
| Other | 2,361 | | | 3,182 | | | 3,702 | |
| Total Company | $ | 137,276 | | | $ | 259,217 | | | $ | 680,300 | |
| | | | | | | | | | | | | | | | | |
| As at | March 31, 2026 |
| Right-of-use assets | | Property, plant and equipment | | Intangible assets |
| Canada | $ | 41,073 | | | $ | 66,059 | | | $ | 81,747 | |
| United States | 23,027 | | | 79,427 | | | 403,402 | |
| Germany | 25,264 | | | 52,814 | | | 46,079 | |
| Italy | 35,927 | | | 49,204 | | | 132,706 | |
| Other Europe | 18,539 | | | 9,403 | | | 35,095 | |
| Other | 3,224 | | | 2,884 | | | 5,181 | |
| Total Company | $ | 147,054 | | | $ | 259,791 | | | $ | 704,210 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenues from external customers | Three months ended | Six months ended |
| | September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 |
| Canada | | $ | 61,414 | | | | $ | 41,222 | | | $ | 123,465 | | | | $ | 71,869 | |
| United States | | 265,935 | | | | 313,900 | | | 570,009 | | | | 631,747 | |
| Germany | | 55,314 | | | | 69,417 | | | 109,783 | | | | 148,117 | |
| Italy | | 22,775 | | | | 23,109 | | | 51,878 | | | | 50,823 | |
| Other Europe | | 165,078 | | | | 163,339 | | | 312,767 | | | | 315,933 | |
| Other | | 95,250 | | | | 117,469 | | | 191,585 | | | | 246,687 | |
Total Company | | $ | 665,766 | | | | $ | 728,456 | | | $ | 1,359,487 | | | | $ | 1,465,176 | |
For the six months ended September 27, 2026, the Company had revenues from a single customer that amounted to 10.2% of total consolidated revenues (six months ended September 28, 2025 - no revenues from a single customer amounted to 10% or more).
18. REVENUE FROM CONTRACTS WITH CUSTOMERS
(a) Revenue by type:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | Six months ended |
| | September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 |
| Revenues from construction contracts | | $ | 324,342 | | | | $ | 401,596 | | | $ | 683,549 | | | | $ | 823,104 | |
| Services rendered | | 179,135 | | | | 168,733 | | | 361,961 | | | | 332,838 | |
| Sale of goods | | 162,289 | | | | 158,127 | | | 313,977 | | | | 309,234 | |
Total Company | | $ | 665,766 | | | | $ | 728,456 | | | $ | 1,359,487 | | | | $ | 1,465,176 | |
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
(b) Disaggregation of revenue from contracts with customers:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | Six months ended |
| Revenues by market | | September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 |
| Life Sciences | | $ | 355,839 | | | | $ | 374,458 | | | $ | 701,773 | | | | $ | 753,212 | |
| Industrial & Consumer | | 136,381 | | | | 178,219 | | | 311,946 | | | | 362,294 | |
| Food & Beverage | | 99,580 | | | | 124,773 | | | 216,546 | | | | 263,228 | |
| Energy | | 73,966 | | | | 51,006 | | | 129,222 | | | | 86,442 | |
| | | | | | | | | | |
| Total Company | | $ | 665,766 | | | | $ | 728,456 | | | $ | 1,359,487 | | | | $ | 1,465,176 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | Six months ended |
| Timing of revenue recognition based on transfer of control | | September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 |
| Goods and services transferred at a point in time | | $ | 162,289 | | | | $ | 158,127 | | | $ | 313,977 | | | | $ | 309,234 | |
| Goods and services transferred over time | | 503,477 | | | | 570,329 | | | 1,045,510 | | | | 1,155,942 | |
| Total Company | | $ | 665,766 | | | | $ | 728,456 | | | $ | 1,359,487 | | | | $ | 1,465,176 | |
(c) Contract balances:
| | | | | | | | | | | |
| As at | September 27 2026 | | March 31 2026 |
| Trade receivables | $ | 508,531 | | | $ | 504,577 | |
| Contract assets | 406,746 | | | 436,847 | |
| Contract liabilities | (290,844) | | | (307,306) | |
Unearned revenue (i) | (82,459) | | | (93,713) | |
| Net contract balances | $ | 541,974 | | | $ | 540,405 | |
(i) The unearned revenue liability is included in accounts payable and accrued liabilities on the interim condensed consolidated statements of financial position.
Included in the March 31, 2026 net contract asset balance is an impairment charge relating to the reorganization of the Company's Transportation business, along with other costs from the reorganization, which resulted in an increase to cost of revenues of $28,600.
19. NET FINANCE COSTS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended |
For the six months ended | Note | September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 |
| Interest expense | | $ | 20,295 | | | | $ | 22,885 | | | $ | 39,671 | | | | $ | 47,112 | |
| Interest on lease liabilities | 6 | 2,023 | | | | 1,676 | | | 3,863 | | | | 3,226 | |
| Interest income | | (117) | | | | (148) | | | (614) | | | | (284) | |
| | $ | 22,201 | | | | $ | 24,413 | | | $ | 42,920 | | | | $ | 50,054 | |
20. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share
Earnings (loss) per common share is calculated by dividing earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding.
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
Diluted earnings (loss) per share
The treasury stock method is used to determine the dilutive impact of stock options and RSUs. This method assumes any proceeds from the exercise of stock options and vesting of RSUs would be used to purchase common shares at the average market price during the period.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Six months ended | | | | | | | |
| September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 | | | | | | | |
| Weighted average number of common shares outstanding | 97,454,985 | | | | 97,772,195 | | | 97,782,307 | | | | 97,723,256 | | | | | | | | |
| Dilutive effect of RSUs | — | | | | 127,884 | | | — | | | | 180,744 | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Dilutive effect of stock option conversion | — | | | | 138,049 | | | — | | | | 153,581 | | | | | | | | |
Diluted weighted average number of common shares outstanding (i) | 97,454,985 | | | | 98,038,128 | | | 97,782,307 | | | | 98,057,581 | | | | | | | | |
(i) As of September 27, 2026, the weighted average number of common shares outstanding equalled the diluted weighted average number of common shares outstanding as all stock-based compensation was antidilutive.
The Company presents basic and diluted earnings (loss) per share data. Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for common shares held in trust under the RSU plan. Diluted earnings (loss) per share is determined by further adjusting the weighted average number of common shares outstanding for the effects of all potential dilutive shares, which comprise stock options, RSUs and performance-based RSUs granted to executive officers and designated employees.
For the three and six months ended September 27, 2026, stock options to purchase 402,054 common shares, 369,019 RSUs, and nil performance-based RSUs are excluded from the weighted average number of common shares in the calculation of diluted earnings (loss) per share as they are antidilutive (371,756 common shares, 5,352 RSUs and nil performance-based RSUs were excluded for the three and six months ended September 28, 2025).
ATS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
(in thousands of Canadian dollars, except per share amounts - unaudited)
21. SUPPLEMENTAL CASH FLOW INFORMATION
The following table sets forth the supplemental cash flow information on net change in non-cash working capital:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | Six months ended |
| | September 27 2026 | | | September 28 2025 | | September 27 2026 | | | September 28 2025 |
| Accounts receivable | | $ | (10,246) | | | | $ | (61,514) | | | $ | 2,752 | | | | $ | 135,366 | |
| Income tax receivable | | (2,764) | | | | 5,476 | | | (7,330) | | | | 21,448 | |
| Contract assets | | 40,391 | | | | 9,242 | | | 30,101 | | | | (47,527) | |
| Inventories | | 3,241 | | | | (10,109) | | | (6,412) | | | | (396) | |
| Deposits, prepaids and other assets | | 1,312 | | | | 940 | | | (1,300) | | | | (21,086) | |
Accounts payable and accrued liabilities | | 193 | | | | 44,321 | | | (16,281) | | | | 11,454 | |
| Income tax payable | | 11,348 | | | | (1,067) | | | 5,716 | | | | 6,525 | |
| Contract liabilities | | (8,271) | | | | (16,916) | | | (16,462) | | | | (24,401) | |
| Provisions | | 13,368 | | | | (4,815) | | | 10,957 | | | | (7,814) | |
| Foreign exchange and other | | (1,899) | | | | (6,556) | | | (689) | | | | 767 | |
| Total change in non-cash working capital | | $ | 46,673 | | | | $ | (40,998) | | | $ | 1,052 | | | | $ | 74,336 | |