Atari
Annual Report 2019

Plain-text annual report

B u i l d . G r o w . E x p a n d . A T S A u t o m a t i o n A n n u a l R e p o r t 2 0 1 9 ATS Automation Annual Report 2019 ATSBuild. Grow. Expand. ATA Toronto Stock Exchange $2.0B* market capitalization $1.3B revenue 4, 400+ employees worldwide 23 facilities 50+* offices 22 countries To deliver maximum value for our shareholders, we build on a foundation of experience and innovation, we grow organically by providing outstanding solutions and service to our customers, and we expand to enter new markets and realize new opportunities. > Contents Message from the CEO 2 The ABM in Action 6 Build 8 Grow 12 Expand 16 Management’s Discussion and Analysis 20 Management’s Responsibility for Financial Reporting 43 Statements 46 Notes to Consolidated Financial Statements 51 Board of Directors 92 Shareholder Information 94 Independent Auditors’ Report 44 Consolidated Financial *As at June 24, 2019 ATS at-a-glance Ours is a singularly driven company in a complicated world. We help customers in diverse industrial markets transform, streamline and optimize their manufacturing operations. Our advantages lie in industry-leading automation technology, the expertise and commitment of our people, and a performance-oriented culture built on continuous improvement and attention to detail. Explaining ATS to clients, investors and other stakeholders around the world, we stress three facets of our identity. The Company today is the sum of these parts: A factory-automation systems and solutions integrator. ATS is an end-to-end technology and automation solutions provider. Our single-source solutions can span the full project life cycle, from pre-automation, through automation and integration, to post-automation. From the outset, we put the right talent in front of the customer. This ensures we develop optimized manufacturing strategies and that we conceptualize, simulate and perfect comprehensive solutions before they’re installed. At implementation, we offer original, fully integrated custom solutions as well as standard automation products that drive breakthrough performance – conveyance systems, assembly platforms, advanced vision systems, aseptic processing and containment technologies, and more. Our post-automation expertise includes remote diagnostics, critical analysis, preventive maintenance and performance insights through IlluminateTM Manufacturing Intelligence, our new scalable Industrial Internet of Things software platform. A diversified, growth-oriented multinational organization with a global footprint. ATS has operations in more than 20 countries, keeping us close to customers in four key industrial markets: life sciences, energy, transportation, and consumer products and electronics. In life sciences, we support the manufacturing and automation efforts of leading medical device, pharmaceutical and biotechnology companies. This essential sector now makes up more than 50% of ATS’ total revenue stream. In energy, we have customers in nuclear, as well as in oil and gas, batteries and solar. In transportation, we’re focused on automotive, powertrain and aerospace customers, with particular emphasis on emerging electric and autonomous vehicle technology. Precision manufacturing and materials handling technology is also in demand from our customers in consumer products, electronics, and food and beverage markets. A decentralized corporation with common purpose, approach and values aligned through the ATS Business Model. ATS is a diverse, multifaceted organization that stresses the value of innovation. But there is a connective thread and clarity of purpose at our core — the ATS Business Model (ABM). Introduced to ATS two years ago, the ABM is a powerful business management system that enables us to achieve our business through a process of disciplined, continuous improvement. The ABM provides our people with key problem-solving tools and a template for eliminating waste and driving process improvement in all areas of responsibility, regardless of function. It empowers personnel, improves customer satisfaction and enhances our returns. (in millions of dollars, except per share data) Revenues Earnings from operations Adjusted earnings from operations1 EBITDA1 Net income from continuing operations Earnings per share – basic from continuing operations Adjusted earnings per share1 Order Bookings1 Order Backlog1 Fiscal 2019 Fiscal 2018 Fiscal 2017 $ $ $ $ $ $ $ $ $ 1,253.6 114.8 142.8 157.2 70.8 0.76 0.98 1,408 904 $ $ $ $ $ $ $ $ $ 1,114.9 85.5 117.3 122.1 47.2 0.50 0.74 1,182 746 $ $ $ $ $ $ $ $ $ 1,010.9 71.9 97.1 106.5 35.0 0.38 0.57 1,134 681 1 Non-IFRS measure. See Management’s Discussion and Analysis: Notice to Reader. ATS is listed on the Toronto Stock Exchange under the symbol “ATA”. ATS AUTOMATION | ANNUAL REPORT 2019 1 1 A year ago, I wrote that I was excited by the early progress we had made in setting strategic priorities and initiating new processes to strengthen our organization and deliver increased value for both you and our customers. This year, I’m pleased to report that 2019 brought an acceleration of that momentum and validation of our efforts with significantly stronger topline and bottom line performance in all key areas of the business. 2 ATS AUTOMATION | ANNUAL REPORT 2019 Message from the CEO Andrew Hider Equally encouraging is the way the Company is aligning around a continuous improvement mindset. I’ve had the opportunity to engage with ATS personnel in many different locations, and I’m repeatedly seeing evidence of their deepening commitment to the ATS Business Model (ABM). As positive as that sounds, we are just getting started. In the past year, we took innovative steps to strengthen our technical capabilities, broaden our product and service offerings, and develop new sources of recurring revenue. We also acquired two companies, our first such deals in four years. And, after deploying the first sets of ABM problem-solving tools, we are now expanding our training network and developing new tools to extend its reach and impact. Heading into 2020, we’re confident that our 2019 growth story is a precursor of even greater value creation to come. 2019 Financial Performance Last year’s macroeconomic environment was generally healthy, although trade disputes created some uncertainty and heightened nervousness in equity markets. From a results standpoint, our story was one of strong, double-digit 11% organic growth, with record revenues of almost $1.3 billion. Order Bookings grew 19% to a record $1.4 billion and Order Backlog at year-end was $904 million, up 21% over 2018 – setting us up well for fiscal 2020. The Company’s margin expansion program contributed to an improvement in gross margins and a 90-basis-point gain in operating margins. Working capital as a percentage of revenues remained below 10%. Our two acquisitions had a modest impact on results in fiscal 2019, due primarily to timing, as they closed in the second half of the year. Both are significant for their strategic value. Comecer, which has its main production facility in Castel-Bolognese, Italy, is a leader in aseptic containment and processing systems for the nuclear medicine and pharmaceutical industries. It strengthens our customer offering in both pharma and biopharma and adds an innovative new platform in radiopharmaceuticals. KMW, a supplier of custom micro-assembly systems and test equipment solutions based in Koblenz, Germany, strengthens our offerings in the electric vehicle market. The Comecer acquisition will further contribute to growth in our life sciences vertical, which surpassed 50% of the Company’s consolidated revenues in our fourth quarter. This reflects our strategy to build shareholder value by expanding in strong, higher-margin sectors and product areas with above-market growth potential that, while not immune to cyclical swings, should remain relatively attractive even when the economy is at a low point in its cycle. ATS AUTOMATION | ANNUAL REPORT 2019 3 ATS Business Model The foundation of a great business is having great people. It follows, then, that working to develop, engage, empower and energize our people is both a core ATS value and the first of our three pillars, followed by process, and then performance, at the foundation of the ABM. The deepening commitment among our people to the ABM that I observed across the Company in 2019 isn’t merely anecdotal. It is reflected in engagement scores tracked in our employee surveys. And what it tells us is that the ABM – our playbook to achieve our business goals and objectives through disciplined, continuous improvement – is becoming ingrained in our Company’s culture. At the end of year two, it is much less of a management initiative and more a part of our DNA. This success is a credit, in part, to our small ABM team, who developed the training methodology and initial problem-solving tools, and the growing number of local leaders who learned those tools and began taking co-workers through various projects. Most importantly, the success of the ABM is due to our workforce, who have participated in more than 40 Kaizen events and over 100 problem-solving exercises to drive continuous improvement. For the ABM to deliver results as intended, it has to be led locally, with the quest for continuous improvement ultimately becoming part of every individual’s mindset. As the next section (“The ABM in Action”) shows, that’s not as big a stretch as it might seem. As soon as workers see process-oriented problem- solving exercises yielding efficiency gains of 50% or more, they’re on board and empowered. The principle of “measure, test, refine and “ From a results standpoint, our story was one of strong, double-digit 11% organic growth, with record revenues of almost $1.3 billion. Order Bookings grew 19% to a record $1.4 billion and Order Backlog at year-end was $904 million, up 21% over 2018 – setting us up well for fiscal 2020. ” 4 ATS AUTOMATION | ANNUAL REPORT 2019 efficiency in real time, allows quick diagnosis of breakdowns and supports predictive maintenance. Illuminate represents one of several tracks we’re following to grow our services business and to derive incremental revenues over the long term that provide some balance to the more cyclical nature of our project-oriented business. All of these efforts tie back to driving value for our shareholders and our customers. I’m proud to lead a team that is so strongly focused and committed to that objective and I want to thank them for our success in 2019. We’re excited about where ATS is headed and I look forward to celebrating our achievements with you in 2020 and the years beyond. Sincerely, Andrew Hider Chief Executive Officer ATS Automation repeat” becomes a simple tool like a hammer, and they start finding nails all over the place. The ABM journey in 2020 will see us introduce additional measurement and process- improvement tools and apply them even more widely. We will also expand strategic planning at the business unit level to ensure ABM-led activities are closely linked to company goals. We also expect to see more measurable evidence of the accumulating ABM-derived process improvements leading to higher profitability and generating greater shareholder value. From this standpoint, the ABM is an integral part of our overall capital allocation strategy – both in terms of direct returns on the internal investment and the added flexibility more rigorous control over our operations provides for external investment and potential acquisitions. Looking Ahead The widespread performance improvements and strong results we had in 2019 provide plenty of momentum heading into 2020. I’m looking forward, in particular, to bringing our new acquisitions further into the fold and leveraging their potential across our offerings in important growth vertical markets. From a product and technology development standpoint, the ATS innovation story will also be front and centre in 2020. A key aspect here is the roll-out of IlluminateTM Manufacturing Intelligence, a powerful smart factory IIoT platform taking the place of the ATS ToolkitTM. Introduced in late 2019, it is a user-friendly upgrade that offers our factory automation customers more tools to operate their facilities more effectively. The built-in intelligence provides extensive analytics to track equipment performance and ATS AUTOMATION | ANNUAL REPORT 2019 5 Thomas Oeser, a 30-year company veteran and assembly leader at ATS’ Cambridge, Ontario, life sciences operation, thought he’d seen it all. So, when CEO Andrew Hider arrived at ATS in early 2017 and unveiled the ATS Business Model – a framework to achieve business goals through a process of disciplined continuous improvement – Oeser thought it was just another new management initiative unlikely to lead anywhere. This April, Hider met Oeser when he led him on a walkabout in the Cambridge facility as part of the CEO’s monthly business review. When Hider asked Oeser what the ABM meant to him, he became emotional. Earlier, Oeser and his coworkers had partnered with the ATS ABM team on a Kaizen process- improvement exercise to improve efficiency in bench assembly processes. The result was a 50% reduction in build time and over 100% improvement in throughput. Oeser told Hider the worker-led process was so transformational that he wanted management to accelerate its deployment. Though he’s retiring soon, Oeser says he is excited to be part of a process that ensures ATS is building a sustained competitive advantage. If fiscal 2018 was the year the ABM was introduced at ATS, it started becoming who we are in 2019. In all, we ran more than 40 Kaizen events (usually over three to five days) like the one for the Cambridge receiving area, and over 6 ATS AUTOMATION | ANNUAL REPORT 2019 The ABM in action 100 problem-solving exercises. This included a “President’s Kaizen week” that tackled different problem areas at four locations simultaneously – two in Canada, one in the U.S. and one in Germany – in which Hider and seven other ATS executives each joined a problem-solving team at a different site, affirming their commitment to the ABM. To date, almost every division has held at least one Kaizen and they’ve been conducted across many corporate functions, including sales, purchasing, legal and finance as well as factory operations. Most of the Company’s 4,400 employees not only know how the ABM works, but they’re also starting to experience real operational benefits. We’ve only just scratched the surface, however. Continuous improvement is a journey, not a destination. We launched the ABM in a staged roll-out, targeting the operations that are most critical to our core value drivers. In time, as the ABM becomes more ingrained in ATS culture, local leaders will carry the process forward, drilling deeper into their work areas to find additional opportunities for improvement. To ensure everyone understands how the ABM is applied, we’ve introduced ABM boot camps. We held several of these three-day sessions in 2019 and plan more for 2020. Information is also shared through an ABM blog and every other week we present 20-to-30-minute “One-point” lessons open to everyone in the Company. ABM team leaders are also working with different business units to help them develop strategic plans so that process improvements feed directly back into better execution of Company strategy. The motto for our ABM process is “Common sense, rigorously applied.” Continuous improvement, done correctly, makes things better for three groups: employees, customers and shareholders. Initially, some investors wondered how the ABM approach fits with highly engineered systems and products in a project-oriented enterprise. What we’ve shown is that as long as work follows a process, we can measure it, and if something can be measured, it can be improved upon. In this sense, the ABM is directly linked to improving shareholder value. Cutting waste and boosting productivity can improve margins and increase profitability. We’ve seen that in our 2019 results and we expect further gains in 2020 as we learn to codify and disseminate local process improvements more widely. We’re also introducing a five-week ABM implementation process for newly acquired businesses, starting with Comecer. Our Kaizen methodology Phase 1 > Team members in the target area review the process slated for improvement, outlining all delays, bottlenecks and challenges. Phase 2 > The group develops a prioritized list of approaches to address the problems. Phase 3 > Approaches are tested; the results are measured and reviewed. Phase 4 > Findings are ranked; a new process is selected. Phase 5 > The team reports out, outlining the new process, training required and new metrics to track. ATS AUTOMATION | ANNUAL REPORT 2019 7 8 ATS AUTOMATION | ANNUAL REPORT 2019 We build industry-leading Developing a company that creates long-term, sustainable value for shareholders is only possible if you have a strong foundation to build upon. ATS has that covered. Established in 1978, the Company’s track record in creating benchmark automation solutions and highly complex projects is unparalleled. We’ve completed more than 24,000 projects worldwide. Our clients include many of the world’s most successful companies. And our global presence gives us the scale and the ability to service customers wherever they operate. > ATS AUTOMATION | ANNUAL REPORT 2019 9 From a value-creation perspective, these foundational milestones are a jumping-off point for a set of strategic initiatives to drive performance to higher levels. Some of these initiatives have already started to yield results, contributing to the performance improvements we saw in fiscal 2019. The rest are taking shape. All are designed to help us to deliver above-market performance over the long term. Ensuring we have the right people in the right roles making the right decisions at the right times has been a focus in the senior ranks, too. We needed to build out the leadership team, for now and for the future. To that end, we made a number of key appointments over the past year. Our strong performance in 2019 was a reflection, in part, of these leaders executing well in these roles. Central to everything is the ATS Business Model (ABM), our playbook for the development and application of processes and mindsets to drive continuous improvement. The ABM plays a role in all three stages of our value- creation strategy. Here, in the Build stage, it is essential for enhancing our core strengths. This starts with improving the quality and depth of our people through employee training, engagement, empowerment and leadership skills development. 24,000+ projects completed We’ve also made it a priority to add to the depth and capabilities of our regional service teams in different global markets. The objective is to make more dedicated resources available to customers where those customers need them most. The ABM is linked to a second core area where we’re making changes to build long-term value: strategic planning. The rigour that accompanies the ABM both in terms of process improvement and measurement has enabled us to adopt a more structured approach to strategic planning. That, in turn, is helping us identify and effectively allocate capital and other resources to areas with unrealized potential for greater growth. Extending ABM implementation deeper and more widely across the organization also means we can take strategic planning deeper, and closer to the customer as well. Last but not least in the Build component of our value-creation strategy are the metrics by which we measure the effectiveness of 10 ATS AUTOMATION | ANNUAL REPORT 2019 Build monthly by management, and any that are lagging get closer scrutiny through the filter of the ABM process. These practices ensure both a consistent approach to assessment across the organization and one that is directly linked to our overarching goal of creating long- term shareholder value. every initiative. These are our eight value drivers. Every action or initiative is expected to contribute, directly or indirectly, to a positive gain against these metrics. Four are financial: Order Bookings, revenues, EBIT margin and working capital; two are customer-facing: on-time delivery and quality; and two link back to our workforce: internal fill rate and employee turnover. On an operating basis, we track five key performance indicators that align with those value drivers. Those are monitored, reviewed Our Value Drivers Despite providing the framework for how we drive continuous improvement, the ABM focuses not on prescriptive actions, but on process. Yet when it comes to how we measure the effectiveness of specific initiatives and business success, we are very prescriptive, applying the same eight value drivers to measure everything we do around the world. Our thinking is clear: every action we take should yield measurable results that benefit the intended stakeholders – be they shareholders, customers or our people. Shareholder Customer People Q Order Bookings Q On-Time Delivery Q Internal Fill Rate Q Revenues Q EBIT Margin Q Working Capital Q Quality Q Employee Turnover ATS AUTOMATION | ANNUAL REPORT 2019 11 A cornerstone of any long-term value creation strategy is healthy organic growth. Deploying capital to drive organic growth and profit margin expansion are key elements of ATS’ capital allocation strategy, as this provides the potential to deliver higher shareholder returns over the long term. > Working to grow organically to 12 ATS AUTOMATION | ANNUAL REPORT 2019 returns ATS AUTOMATION | ANNUAL REPORT 2019 13 At ATS, we are focused on boosting organic growth through the development and implementation of growth tools under the ABM, providing innovation and value to our customers and growing our recurring revenue. In 2019, we recorded our second straight year of double-digit percentage increases in organic growth. This was driven primarily by the addition of new customers and the expansion of long-term customer relationships across our different markets. Such progress tells us that our strategy is on the right track. Reinforcing this belief is a significant increase in customer satisfaction scores, a metric we track internally. Our business growth, particularly in our life sciences market, is now coming from a balance of franchise accounts – typically repeat customers – and new customers. The big orders provide an assurance of volume, as they tend to run for multiple years and allow us to plan, hire and build against that certainty. At the same time, smaller programs with new customers are easier to repeat and over time they can become footholds for new enterprise programs. We’re also focusing our efforts and investment in growing our business in life sciences, select areas of the electric vehicle market and other areas where we see strong fundamentals, above-average market growth and opportunities for us to add value for our customers. Those conditions, in turn, result in the kind of higher- margin returns that deliver the most value for our shareholders. Philosophically, this represents what we consider a more disciplined approach to growth, one that plays to our strengths. We have a track record of delivering highly complex projects, for example. Complexity often drives margins whereas more commoditized solutions do not. Growth also comes from optimizing our capabilities, and this is where the ABM comes in. As more of the Company has embraced the ABM journey, we are seeing leaders at all levels using it to deliver sustainable profit improvement. Continuous improvement initiatives increase performance, maximizing bottom line growth. Ultimately, as these gains accrue throughout the organization, it sends a strong message to shareholders about our commitment to long-term value when they see earnings growth exceeding topline revenue growth. As our work with the ABM matures, we’re also starting to focus more on identifying and exploiting opportunities where we can take process improvements achieved in one department and apply them elsewhere, creating a multiplier of sorts. ATS is a decentralized organization with lots of different processes, so not everything is transferable 14 ATS AUTOMATION | ANNUAL REPORT 2019 Grow everywhere. But the more we can build scale into our solutions, the greater the impact on results. As noted, the ability to generate more recurring revenue is also a key part of our strategy to boost organic growth. Earning repeat business, by meeting or exceeding customer expectations, certainly contributes to that. But we’ll also be looking at other opportunities along the lines of the approach we’ve just taken with our new IIoT software platform for factory automation, IlluminateTM Manufacturing Intelligence. Illuminate brings additional value to the life cycle of our customer’s manufacturing operations, which allows us to enhance and grow our customer relationships. Among our growth initiatives, ATS has introduced a margin expansion program. It consists of several related strategies designed to expand our adjusted earnings from operations margin over the long term. The five measures are: 1 > Growing higher-margin after-sales service business 2 > Improving global supply chain management 3 > Increasing the use of standardized platforms and technologies 4 > Growing revenues while leveraging the current cost structure 5 > Promoting ongoing development and adoption of the ABM 5 ATS AUTOMATION | ANNUAL REPORT 2019 15 Continuing to expand our value proposition 16 ATS AUTOMATION | ANNUAL REPORT 2019 value Organic growth may be the staple of long-term value creation, but the history of ATS, our current positioning and the dynamic state of the markets where we operate are aligned in such a way that business expansion holds the promise of significant, potentially transformative, opportunity . > ATS AUTOMATION | ANNUAL REPORT 2019 17 Acquisitions are just one potential avenue of expansion, but that strategy took centre stage in 2019 when we acquired two companies and the intellectual property assets of a third. Specifically, ATS bought assembly system technology owned by Transformix Engineering; acquired KMW, a supplier of custom micro- assembly systems and test equipment, to strengthen its position in the electric vehicle market; and, in our most significant deal, acquired Comecer, an Italian designer and manufacturer of advanced aseptic containment and processing systems for the nuclear medicine and pharmaceutical industries. These acquisitions were the first for ATS in four years. They also help to strengthen our position within two primary growth markets, life sciences and electric vehicles. Going forward, we will keep looking for other purchase opportunities where there is a strategic fit, and opportunities to take such businesses and improve on them. We have also developed an implementation process to introduce the ABM quickly at new acquisitions and speed up the payback. This enhances the value proposition from the standpoint of capital allocation and return to shareholders. Our Comecer acquisition is a textbook example of a strategic purchase filling out a key platform in a core business area. Previously in the life sciences vertical, our main strength was in medical device manufacturing, while our true pharma work was relatively infrequent. Now, by adding Comecer’s advanced pharmaceutical aseptic containment and processing systems, including its isolator technology, we have state-of-the- art expertise in pharmaceutical automation. The high-end engineering that goes into this equipment is hard to replicate. Acquiring it makes us a strong, credible player in the space. 18 ATS AUTOMATION | ANNUAL REPORT 2019 Expand Beyond M&A to support our current business lines, we have identified three other areas for expansion: after-sales services, innovation and product development, and new markets and business platforms. Growth in after-sales services is probably the most direct extension of our current offerings. We’ve always provided after-sales support, spare parts, retooling and retrofits as part of our post-automation portfolio. But we recognize that our massive installed base of customer solutions and ability to support customers globally represents an after-sales service opportunity where we can bring more value to our customers. We’re now commonly bundling after-sales service into our new capex equipment solutions for customers. Services also merit greater attention due to the increasing intelligence and digitization embedded in our products, most recently with the introduction of our IlluminateTM Manufacturing Intelligence IIoT automation software. The ability to manage that data, leverage its insights, and resolve and anticipate issues proactively means we can add new value for our customers. Instant connectivity also gives us the power and flexibility to provide that service locally or from our main operations. Deeper services contacts also enhance the stickiness of customer relationships. Expansion linked to innovation and product development also stems from a recognition that we’ve developed thousands of custom solutions and products for customers over the years into products for wider consumption. These include things like our linear motion transport systems; assembly platforms; advanced vision systems; material handling technologies; test systems; and factory management and intelligence software. To address this gap, we are bringing more of a commercial mindset to the drawing board and are dedicating extra resources toward standardizing the technology we’ve developed. New markets and business platforms – which we’d likely enter via acquisition – are the least organic of the expansion opportunities identified, but even they are targeted based on their potential to build on our core strengths in scalable components, machinery and automation. Among the sectors identified as having “new frontier” potential are areas such as food and beverage machinery, safety instrumentation and controls components, pharma machinery and material handling machinery. ATS AUTOMATION | ANNUAL REPORT 2019 19 Management’s discussion and analysis For the Year Ended March 31, 2019 This Management’s Discussion and Analysis (“MD&A”) for the year ended March 31, 2019 (fiscal 2019) is as of May 15, 2019 and provides information on the operating activities, performance and financial position of ATS Automation Tooling Systems Inc. (“ATS” or the “Company”) and should be read in conjunction with the audited consolidated financial statements of the Company for fiscal 2019, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and are reported in Canadian dollars. Additional information is contained in the Company’s filings with Canadian securities regulators, including its Annual Information Form, found on SEDAR at www.sedar.com and on the Company’s website at www.atsautomation.com. Notice to reader: Non-IFRS measures and additional IFRS measures Throughout this document, management uses certain non-IFRS measures to evaluate the performance of the Company. The terms “operating margin,” “EBITDA,” “EBITDA margin,” “adjusted net income,” “adjusted earnings from operations,” “adjusted basic earnings per share,” “non-cash working capital,” “Order Bookings” and “Order Backlog” 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 (which includes amortization of intangible assets). EBITDA margin is an expression of the Company’s EBITDA as a percentage of revenues. 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, and certain other adjustments which would be non-recurring in nature (“adjustment items”). 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. Non-cash working capital 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. Order Bookings represent new orders for the supply of automation systems, services and products that management believes are firm. 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. Earnings from operations and EBITDA 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 EBITDA is an important indicator of the Company’s ability to generate operating cash flows to fund continued investment in its operations. Management believes that adjusted earnings from operations and adjusted basic earnings per share (including adjusted net income) 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 evaluate the Company’s management of its investment in non-cash working capital. Management calculates non-cash working capital as a percentage of revenues using period-end non-cash working capital divided by trailing two fiscal quarter revenues annualized. 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 20 ATS AUTOMATION | ANNUAL REPORT 2019 MANAgEMENT’s discUssiON ANd ANALysis firm. 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) earnings from operations and EBITDA to net income, and (ii) adjusted earnings from operations to earnings from operations, adjusted net income to net income and adjusted basic earnings per share to basic earnings per share, in each case for the three- and 12-month periods ended March 31, 2019 and March 31, 2018, is contained in this MD&A (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 12-month periods ended March 31, 2019 and March 31, 2018 is also contained in the MD&A (see “Order Backlog Continuity”). Company profile 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 services, 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, pharmaceuticals, chemicals, electric vehicles, transportation, consumer products, electronics, food, beverage, energy, and oil and gas. Founded in 1978, ATS employs approximately 4,400 people at 23 manufacturing facilities and has over 50 offices in North America, Europe, Southeast Asia and China. Strategy To drive the creation of long-term sustainable shareholder value, the Company has developed 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 strategic initiatives including 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 and talent management, advancing employee engagement and driving autonomy and accountability into its businesses. Grow: To drive growth, management is focused on growing organically through the development and implementation of growth tools under the ABM, providing innovation and value to the Company’s customers and markets, and growing the Company’s recurring revenue. Expand: To expand the Company’s reach, management is focused on the development of new markets and business platforms, expansion of its service offerings, investing in innovation and product development, and strategic and disciplined acquisitions that strengthen ATS’ business. The Company pursues these initiatives with a focus on strategic capital allocation in order to drive the creation of long-term sustainable shareholder value. ATS Business Model The ABM is a business management system that ATS has developed with the goal of enabling the Company to pursue its strategies, outpace its chosen markets, and drive year-over-year continuous improvement. The ABM brings focus to: • People: developing, engaging and empowering ATS’ people to build the best team; • Process: alignment of 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 our customers and shareholders. ATS AUTOMATION | ANNUAL REPORT 2019 21 MANAgEMENT’s discUssiON ANd ANALysis The ABM is ATS’ playbook, serving as the framework utilized by the Company to achieve its business goals and objectives through disciplined, continuous improvement. The ABM has been rolled out across ATS divisions globally, supported with extensive training in the use of key problem-solving tools, and applied through various projects to drive continuous improvement. Management is now deploying additional tools as part of the ongoing advancement of ABM. Focus areas include: • Strengthening the core: adopting a customer-first mindset; implementing a robust performance management system; adhering to eight value drivers; managing using Key Performance Indicators; and leveraging daily management to measure at the point of impact; • Delivering growth: alignment with customer success; focusing on organizational talent development; constantly confirming that progress is being made toward stated goals; and developing annual operating and capital deployment plans for each ATS division; • Pursuing excellence: deploying specific goals that segment strategies into relevant focus areas; and improving continuously using Kaizen events, problem solving and other continuous improvement initiatives, which increase performance annually; and • Pioneering innovation: driving automation market technology leadership; creating innovative platforms and analytics that benefit customers by reducing complexity, shortening development cycles and improving production efficiencies; and expanding the reach and scope of ATS’ capabilities for competitive advantage. Business overview ATS and its subsidiaries serve customers in the following markets: life sciences, pharmaceuticals, nuclear medicine, chemicals, electric vehicles, transportation, consumer products, electronics, food, beverage, energy, and oil and gas. With broad and in-depth knowledge across multiple industries and technical fields, ATS delivers single-source solutions to customers that lower their production costs, accelerate delivery of their products and improve quality control. ATS engages with customers on both greenfield programs, such as equipping new factories, and brownfield programs, such as capacity expansions, line moves, equipment upgrades, software upgrades, efficiency improvements and factory optimization. ATS engages at varying points in customers’ automation cycles. During the pre-automation phase, ATS offers comprehensive services, including discovery and analysis, concept development, simulation and total cost of ownership modelling, all of which help to verify the feasibility of different types of automation, set objectives for factors such as line speed and yield, assess production processes for manufacturability and calculate the total cost of ownership. For customers that have decided to proceed with an automation project, ATS offers specialized equipment for specific applications or industrial markets, as well as a number of automation and integration services, including engineering design, prototyping, process verification, specification writing, software and manufacturing process controls development, equipment design and build, standard automation products/platforms, third-party equipment qualification, procurement and integration, automation system installation, product line commissioning, validation and documentation. Following the installation of custom automation, ATS may supply duplicate or repeat automation systems to customers that leverage engineering design completed in the original customer program. For customers seeking complex equipment production or build-to-print manufacturing, ATS provides value engineering, supply chain management, integration and manufacturing capabilities, and other automation products and solutions. Post automation, ATS offers a number of services, including customer training, process optimization, preventative maintenance, emergency and on-call support, spare parts, retooling, retrofits and equipment relocation. Service agreements are often attached at the time of new equipment sale or are available on an after-market basis on installed equipment. The Company employs a service strategy to increase the revenue derived from these activities. To enhance its service offering, the Company recently unveiled IlluminateTM Manufacturing Intelligence, a system that captures, analyzes and uses real-time machine performance data to quickly and accurately troubleshoot, deliver process and product solutions, prevent equipment downtime, drive greater operational efficiency and unlock performance for sustainable production improvements. 22 ATS AUTOMATION | ANNUAL REPORT 2019 MANAgEMENT’s discUssiON ANd ANALysis Contract values for individual automation systems vary and are often in excess of $1 million, with some contracts for enterprise-type programs well in excess of $10 million. Due to the custom nature of customer projects, contract durations vary, with typical durations ranging from six to 12 months, and some larger contracts extending up to 18 to 24 months. Contract values for pre-automation services and post-automation services range in value and can exceed $1 million with varying durations, which can sometimes extend over a number of years. Competitive strengths Management believes ATS has the following competitive strengths: Global presence, size and critical mass: ATS’ global presence and scale provide advantages in serving multinational customers, as many of the Company’s competitors are smaller and operate with a narrower geographic and/or industrial market focus. ATS has manufacturing operations in Canada, the United States, Germany, Italy, Netherlands, China and Thailand. ATS can deliver localized service through a network of over 50 locations around the world. Management believes that ATS’ scale and global footprint provide it with competitive advantages in winning large, multinational customer programs and in delivering a life-cycle-oriented service platform to customers’ global operations. Technical skills, capabilities and experience: ATS has designed, manufactured, assembled and serviced over 24,000 automation systems worldwide and has an extensive knowledge base and accumulated design expertise. Management believes ATS’ broad experience in many different industrial markets and with diverse technologies, its talented workforce, which includes over 1,700 engineers and over 200 program management personnel, and its ability to provide custom automation, repeat automation, automation products and value-added services, position the Company well to serve complex customer programs in a variety of markets. Product and technology portfolio: Through its history of bringing thousands of unique automation projects to market, ATS has developed an extensive product and technology portfolio. ATS has a number of standard automation platforms and products, including: innovative linear motion transport systems; robust cam-driven assembly platforms; advanced vision systems used to ensure product or process quality; progressive material handling technologies; test systems; factory management and intelligence software; other software solutions; aseptic processing and containment technologies; and high-performance tube filling and cartoning systems. Management believes the Company’s extensive product and technology portfolio provides advantages in developing unique and leading solutions for customers and in maintaining competitiveness. Recognized brands: Management believes ATS is well known within the global automation industry due to its long history of innovation and broad scope of operations. In addition, ATS’ subsidiaries include several strong brands: “sortimat,” which specializes in the life sciences market; “IWK,” which specializes in the packaging market; “Process Automation Solutions” (“PA”), which provides innovative automation solutions for process and production sectors; “KMW,” which specializes in custom micro-assembly systems and test equipment solutions; and “Comecer,” which provides high-tech automation systems for the nuclear medicine and pharmaceutical industries. Management believes that ATS’ brand names and global reputation improve sales prospecting, allowing the Company to be considered for a wide variety of customer programs. Trusted customer relationships: ATS serves some of the world’s largest multinational companies. Most customer relationships are long-standing, often spanning a decade or more, and many customers are repeat buyers who return to ATS and its subsidiaries time after time to meet their automation manufacturing, assembly, processing, and services’ needs. Total solutions capabilities: Management believes the Company gains competitive advantages because ATS provides total turnkey solutions in automation. This allows customers to single-source their most complex projects to ATS rather than rely on multiple engineering firms and equipment builders. In addition, ATS can provide customers with other value-added services including pre-automation consulting, total cost of ownership studies, life-cycle material management, post- automation service, training and support. ATS AUTOMATION | ANNUAL REPORT 2019 23 MANAgEMENT’s discUssiON ANd ANALysis Overview – operating results Consolidated revenues (In millions of dollars) Revenues by market Life sciences Transportation Consumer products & electronics Energy Total revenues Revenues by customer location North America Europe Asia/Other Total revenues Fourth quarter $ Q4 2019 193.1 82.3 39.2 34.0 Q4 2018 Fiscal 2019 Fiscal 2018 $ 132.2 $ 69.8 55.6 40.8 $ 608.5 302.3 203.3 139.5 518.0 299.4 160.6 136.9 $ 348.6 $ 298.4 $ 1,253.6 $ 1,114.9 Q4 2019 Q4 2018 Fiscal 2019 Fiscal 2018 $ $ 137.6 186.4 24.6 348.6 $ $ 138.0 111.8 48.6 298.4 $ $ 510.5 600.4 142.7 528.5 410.5 175.9 $ 1,253.6 $ 1,114.9 Fiscal 2019 fourth quarter revenues were 17% higher than in the corresponding period a year ago and included $10.5 million of revenues earned by KMW and Comecer since acquisition. Excluding KMW and Comecer, fourth quarter revenues were $338.1 million, a 13% increase compared to the corresponding period a year ago, primarily reflecting Order Backlog, which was 34% higher entering the fourth quarter of fiscal 2019 compared to a year ago. Revenues generated from construction contracts and from services both increased 17% compared to the corresponding period a year ago. By market, revenues generated in the life sciences market increased by 46% due to higher Order Backlog entering the fourth quarter of fiscal 2019 on improved Order Bookings in the year from both new and existing customers and, to a lesser extent, revenues earned by Comecer since acquisition on February 28, 2019. Revenues in the transportation market increased 18% primarily related to an electric vehicle (EV) enterprise program awarded in the first quarter of fiscal 2019 and revenues from KMW. Fiscal 2019 fourth quarter revenues from consumer products & electronics decreased 29% compared to a year ago, due to lower Order Backlog entering the fourth quarter of fiscal 2019. Revenues generated in the energy market decreased 17% primarily due to the timing of program execution. Full year Fiscal 2019 revenues were $1,253.6 million, 12% higher than in the prior fiscal year and included $12.8 million of revenues earned by KMW and Comecer since acquisition. Excluding KMW and Comecer, fiscal 2019 revenues were $1,240.8 million, an 11% increase compared to the corresponding period a year ago, primarily reflecting Order Backlog, which was 10% higher entering fiscal 2019 compared to a year ago, and Order Bookings, which increased 19% in fiscal 2019 compared to a year ago. By market, fiscal 2019 year-to-date revenues from consumer products & electronics, life sciences, energy, and the transportation markets increased 27%, 17%, 2% and 1%, respectively, primarily reflecting higher Order Backlog entering fiscal 2019, and higher life sciences and transportation market Order Bookings in fiscal 2019 compared to a year ago. 24 ATS AUTOMATION | ANNUAL REPORT 2019 MANAgEMENT’s discUssiON ANd ANALysis Consolidated operating results (In millions of dollars) Earnings from operations $ 30.3 $ 25.5 $ 114.8 $ 85.5 Q4 2019 Q4 2018 Fiscal 2019 Fiscal 2018 Amortization of acquisition- related intangible assets Restructuring charges Acquisition-related transaction costs Adjusted earnings from operations1 6.8 – 1.1 5.1 2.2 – 23.3 – 4.7 20.6 11.2 – $ 38.2 $ 32.8 $ 142.8 $ 117.3 1 See “Notice to Reader: Non-IFRS Measures and Additional IFRS Measures.” Earnings from operations $ 30.3 $ 25.5 $ 114.8 $ 85.5 Q4 2019 Q4 2018 Fiscal 2019 Fiscal 2018 Depreciation and amortization EBITDA2 $ 12.3 42.6 $ 9.3 34.8 $ 42.4 157.2 $ 36.6 122.1 2 See “Notice to Reader: Non-IFRS Measures and Additional IFRS Measures.” Fourth quarter Fiscal 2019 fourth quarter earnings from operations were $30.3 million (9% operating margin) compared to $25.5 million (9% operating margin) in the fourth quarter of fiscal 2018. Fourth quarter fiscal 2019 earnings from operations included $1.1 million of incremental costs related to the Company’s acquisition activity and $6.8 million related to amortization of identifiable intangible assets recorded on business acquisitions. Included in fourth quarter fiscal 2018 earnings from operations were $2.2 million of restructuring costs and $5.1 million related to amortization of identifiable intangible assets recorded on business acquisitions. Excluding these items in both comparable quarters, fourth quarter fiscal 2019 adjusted earnings from operations were $38.2 million (11% margin), compared to adjusted earnings from operations of $32.8 million (11% margin) a year ago. Fourth quarter fiscal 2019 adjusted earnings from operations reflected higher revenues and improved gross margin, offset by higher selling, general and administrative expenses, and increased stock compensation expenses (see “Stock-based compensation”). Depreciation and amortization expense was $12.3 million in the fourth quarter of fiscal 2019, compared to $9.3 million a year ago. The increase primarily reflected depreciation of internal development projects and incremental amortization of acquisition-related intangible assets due to the acquisitions of KMW and Comecer. EBITDA was $42.6 million (12% EBITDA margin) in the fourth quarter of fiscal 2019 compared to $34.8 million (12% EBITDA margin) in the fourth quarter of fiscal 2018. EBITDA growth primarily reflected higher revenues and improved gross margin, partially offset by higher selling, general and administrative expenses and stock compensation expenses compared to a year ago. Excluding acquisition-related costs, fourth quarter fiscal 2019 EBITDA was $43.7 million (13% EBITDA margin). Comparably, excluding restructuring costs, fourth quarter fiscal 2018 EBITDA was $37.0 million (12% EBITDA margin). Full year Earnings from operations were $114.8 million (9% operating margin) in fiscal 2019, compared to $85.5 million (8% operating margin) in the corresponding period a year ago. Excluding $4.7 million of incremental costs related to the Company’s acquisition activity and $23.3 million related to amortization of identifiable intangible assets recorded on business acquisitions, adjusted earnings from operations were $142.8 million (11% operating margin) in fiscal 2019, compared to adjusted earnings from operations of $117.3 million (11% operating margin) in the corresponding period a ATS AUTOMATION | ANNUAL REPORT 2019 25 MANAgEMENT’s discUssiON ANd ANALysis year ago. Higher adjusted earnings from operations primarily reflected higher revenues and gross margin in fiscal 2019, partially offset by higher selling, general and administrative expenses, and stock compensation expenses compared to a year ago. Depreciation and amortization expense was $42.4 million in fiscal 2019 compared to $36.6 million a year ago. The increase primarily reflected depreciation of internal development projects and amortization of acquisition-related intangible assets. Fiscal 2019 EBITDA was $157.2 million (13% EBITDA margin) compared to $122.1 million (11% EBITDA margin) in fiscal 2018. Excluding acquisition-related costs, fiscal 2019 EBITDA was $161.9 million (13% EBITDA margin). Comparably, excluding restructuring costs, fiscal 2018 EBITDA was $133.3 million (12% EBITDA margin). Order Bookings by quarter (In millions of dollars) Q1 Q2 Q3 Q4 Total Order Bookings Fourth quarter $ Fiscal 2019 Fiscal 2018 $ 358 355 397 298 266 257 311 348 $ 1,408 $ 1,182 Fourth quarter fiscal 2019 Order Bookings were $298 million, 14% lower than fourth quarter fiscal 2018 Order Bookings. Excluding KMW and Comecer, fourth quarter Order Bookings were $269 million, which primarily reflected lower consumer products & electronics and transportation Order Bookings compared to the prior year period when certain enterprise programs were recorded in those markets. Full year Fiscal 2019 Order Bookings were $1,408 million, a 19% increase over prior year Order Bookings of $1,182 million. Organic growth in Order Bookings was 16% compared to the prior year, and contributions from acquired businesses KMW and Comecer accounted for 3% of the growth. By market, higher Order Bookings in the life sciences and transportation markets more than offset lower Order Bookings in the consumer products & electronics market. Order Bookings in the energy market were flat. Life sciences fiscal 2019 Order Bookings included a $60 million enterprise program from a global life sciences customer for a fully automated manufacturing and packaging system. Higher Order Bookings in the transportation market included an $80 million enterprise program from a global automotive manufacturer for an electric vehicle program. Order Backlog continuity (In millions of dollars) Opening Order Backlog $ Revenues Order Bookings Order Backlog adjustments1 Total $ Q4 2019 Q4 2018 Fiscal 2019 Fiscal 2018 926 (349) 298 29 904 $ $ 689 (298) 348 7 746 $ 746 $ (1,254) 1,408 $ 4 904 $ 681 (1,115) 1,182 (2) 746 1 Order Backlog adjustments include incremental Order Backlog of $2 million and $60 million acquired with KMW and Comecer, respectively, foreign exchange adjustments and cancellations. 26 ATS AUTOMATION | ANNUAL REPORT 2019 Order Backlog by market (In millions of dollars) As at Life sciences Transportation Consumer products & electronics Energy Total MANAgEMENT’s discUssiON ANd ANALysis Fiscal 2019 Fiscal 2018 $ $ 501 244 86 73 904 $ $ 358 188 118 82 746 At March 31, 2019, Order Backlog was $904 million, 21% higher than at March 31, 2018. Order Backlog growth was primarily driven by higher Order Bookings in the life sciences and transportation markets in fiscal 2019 and Order Backlog from acquired businesses. Foreign exchange rate changes negatively impacted the translation of Order Backlog from foreign-based ATS subsidiaries by approximately 2% compared to fiscal 2018. Outlook The Company’s Order Bookings are generally variable and sensitive to changes in the major economies the Company serves including the U.S., Canada, Europe and Asia. The global economic environment has shown recent signs of slowing growth and geopolitical risks remain. Ongoing trade negotiations and disputes between various jurisdictions in which the Company does business may impact its future sales and operations. Management will continue to closely monitor ongoing global trade discussions which could impact the Company and identify mitigation opportunities. Funnel activity (which includes customer requests for proposal and ATS identified customer opportunities) in life sciences remains strong. Opportunities related to electric vehicles are significant; however, customers are cautious in their approach to capital investment. Funnel activity in energy is variable and this market provides niche opportunities for ATS. Funnel activity in the consumer products & electronics market remains low relative to other customer markets. Overall, the Company’s funnel remains significant; however, conversion of opportunities into Order Bookings is variable. The Company’s sales organization continues to work to engage customers on enterprise-type solutions. Enterprise orders are expected to provide ATS with more strategic customer relationships, better program control and workload predictability and less short-term sensitivity to macroeconomic forces. This approach to market and the timing of customer decisions on larger opportunities is expected to cause variability in Order Bookings from quarter to quarter and lengthen the performance period and revenue recognition for certain customer programs. The Company expects its Order Backlog of $904 million at the end of the fourth quarter of fiscal 2019 to partially mitigate the impact of volatile Order Bookings on revenues in the short term. The composition of the Company’s Order Backlog has changed in fiscal 2019, with the addition of several large, enterprise programs that the Company has won. These enterprise programs have longer periods of performance and therefore longer revenue recognition cycles. In the first quarter of fiscal 2020, management expects the conversion of Order Backlog to revenues to be in the 35% to 40% range. The services strategy is expected to add incremental revenues over time as the attach rate of services’ contracts on new equipment increases and as the penetration of the installed base improves. The Company is working to grow service revenues as a percentage of overall revenues over time, which is expected to provide some balance to the capital expenditure cycle of the Company’s customers but may not fully offset capital spending volatility. The initial roll-out of the ABM has been completed, which included Company-wide training and deployment of tools to standardize problem solving and continuous improvement processes. As the initial ABM tools are implemented, management will deploy additional tools as part of the ongoing advancement of the ABM, with the goal of driving growth and continuous, sustained performance improvements across the Company. Management expects that the ABM will provide the Company with a long-term competitive advantage in delivering value to its customers and shareholders. ATS AUTOMATION | ANNUAL REPORT 2019 27 MANAgEMENT’s discUssiON ANd ANALysis The Company is pursuing several initiatives with the goal of expanding its adjusted earnings from operations margin over the long term, including: growing the Company’s higher margin after-sales service business; improving global supply chain management; increasing the use of standardized platforms and technologies; growing revenues while leveraging the Company’s current cost structure; and the ongoing development and adoption of the ABM. Over the long term, the Company generally expects to continue increasing its overall investment in non-cash working capital to support the growth of its business, with fluctuations on a quarter-over-quarter basis. The Company’s goal is to maintain its investment in non-cash working capital as a percentage of annualized revenues below 10%, although from time to time it could reach up to 15% or greater due to normal volatility associated with the Company’s project-based business. In fiscal 2020, the Company expects to increase its investment in capital assets and intangible assets to approximately $60 million due to planned expansions at several facilities in order to increase capacity. The actual investment will depend upon timing of the expansions. The Company expects that continued cash flows from operations, together with cash and cash equivalents on hand and credit available under operating and long-term credit facilities, will be sufficient to fund its requirements for investments in non-cash working capital and capital assets and to fund strategic investment plans including some potential acquisitions. Significant acquisitions could result in additional debt or equity financing requirements. Acquisitions Business acquisition: Comecer On February 28, 2019, the Company completed its acquisition of Comecer S.p.A. (“Comecer”), a leader in the design, engineering, manufacture, and servicing of advanced aseptic containment and processing systems for the nuclear medicine and pharmaceutical industries. Comecer is primarily focused in radiopharmaceutical equipment, where it supplies specialized radiation shielding systems used by customers in the production, handling and dispensing of radiopharmaceutical drugs. Applications for this type of equipment include the diagnosis and therapeutic treatment of several conditions including various forms of cancer and cardiovascular disorders. Additionally, Comecer provides equipment to support the aseptic processing, filling and handling of specialized pharmaceuticals as well as isolator and incubator equipment used in advanced therapy medicinal production (ATMP), a regenerative cell therapy that uses patient cells to grow new tissues. The addition of Comecer has strengthened ATS’ customer offering in both pharma and biopharma, and added an innovative new platform in radiopharmaceuticals. Comecer’s main production facility is in Castel-Bolognese, Italy. For the 2018 calendar year, Comecer generated revenues of approximately 67 million Euro, with a low double-digit EBITDA margin. The total cash purchase price for the acquisition was 113 million Euro, subject to working capital and net debt adjustments. Cash consideration paid in the fourth quarter of fiscal 2019 was 95 million Euro. The acquisition has been accounted for as a business combination with the Company as the acquirer of Comecer. The purchase method of accounting has been used and the earnings of Comecer were consolidated beginning from the acquisition date. Integration of Comecer will target revenue synergies through cross selling, geographic expansion and commercial process best practices. Integration will also include the deployment of the ABM, which is intended to enable improvements in operations including project management, supply chain management and product life cycle management. The acquisition is aligned with ATS’ strategy of expanding in attractive markets and is expected to increase the Company’s overall revenues generated in life sciences to over 50% of consolidated revenues. Business acquisition: KMW On October 31, 2018, the Company completed its acquisition of Konstruktion, Maschinen- & Werkzeugbau GmbH & Co. KG, and KMW GmbH (collectively, “KMW”). KMW is a supplier of custom micro-assembly systems and test equipment solutions. KMW provides ATS with an internal source for complementary conveyorized micro-assembly and test capabilities, further enabling the Company to provide full automation solutions and meet customer demands for a complete turnkey offering. The addition of KMW’s micro-assembly technology and expertise strengthens ATS’ current offerings in the EV market. The acquisition is aligned with ATS’ strategy of expanding its reach in current and new markets. KMW is headquartered in Koblenz, Germany. 28 ATS AUTOMATION | ANNUAL REPORT 2019 MANAgEMENT’s discUssiON ANd ANALysis In its fiscal year ended March 31, 2018, KMW had revenues of approximately 14.0 million Euro and an EBITDA margin of over 20%. The total purchase price was 18.3 million Euro. Cash consideration paid in the third quarter was 16.4 million Euro with the balance to be paid within 18 months from the acquisition date. The cash consideration of the purchase price along with transaction costs were funded with existing cash on hand. The acquisition has been accounted for as a business combination with the Company as the acquirer of KMW. The purchase method of accounting has been used and the earnings of KMW were consolidated beginning from the acquisition date. Selected fourth quarter and annual information Consolidated results (In millions of dollars, except per share data) Revenues Cost of revenues Selling, general and administrative Stock-based compensation Earnings from operations Net finance costs Provision for income taxes Net income Basic earnings per share Diluted earnings per share From operations: Total assets Total cash and short-term investments Total debt Other non-current liabilities Q4 2019 Q4 2018 Fiscal 2019 Fiscal 2018 Fiscal 2017 $ 348.6 $ 298.4 $ 1,253.6 $ 1,114.9 $ 1,010.9 256.0 219.9 56.1 6.2 30.3 5.8 6.3 18.2 0.20 0.20 $ $ $ $ $ 49.7 3.3 25.5 5.6 4.9 15.0 0.16 0.16 $ $ $ $ $ 924.9 204.1 9.8 114.8 20.9 23.1 70.8 0.76 0.75 $ $ $ $ $ 826.8 194.3 8.3 85.5 23.8 14.5 47.2 0.50 0.50 $ $ $ $ $ 760.3 171.9 6.8 71.9 25.6 11.3 35.0 0.38 0.38 $ $ $ $ $ $ 1,688.8 $ 1,542.2 $ 1,374.6 $ $ $ 224.5 348.7 113.4 $ $ $ 330.1 318.2 102.0 $ $ $ 286.7 328.7 65.4 Revenues. At $348.6 million, consolidated revenues for the fourth quarter of fiscal 2019 were $50.2 million, 17% higher than the corresponding period a year ago. At $1,253.6 million, annual consolidated revenues were $138.7 million, or 12% higher than a year ago (see “Overview – Operating Results”). Cost of revenues. At $256.0 million, fourth quarter fiscal 2019 cost of revenues increased compared to the corresponding period a year ago by $36.1 million, or 16%, primarily due to higher revenues. Annual cost of revenues of $924.9 million increased $98.1 million, or 12% primarily due to higher revenues. Fourth quarter fiscal 2019 gross margin was 27% compared to 26% in the corresponding period a year ago, due primarily to improved program execution and operational utilization. Fiscal 2019 gross margin was 26%, consistent with fiscal 2018. Selling, general and administrative (“SG&A”) expenses. SG&A expenses for the fourth quarter of fiscal 2019 were $56.1 million, which included $1.1 million of incremental costs related to the Company’s acquisition activity and $6.8 million of amortization costs related to the amortization of identifiable intangible assets recorded on business acquisitions. Excluding these costs, SG&A expenses were $48.2 million in the fourth quarter of fiscal 2019. Comparably, SG&A expenses for the fourth quarter of fiscal 2018 were $42.4 million, which excluded $5.1 million of amortization costs related to the amortization of identifiable intangible assets recorded on business acquisitions and $2.2 million of restructuring costs. Higher SG&A expenses in the fourth quarter of fiscal 2019 primarily reflected the addition of KMW and Comecer, and increased employee costs. Fiscal 2019 SG&A expenses were $204.1 million compared to $194.3 million last year. Fiscal 2019 SG&A expenses included $4.7 million of incremental costs related to the Company’s acquisition activity and $23.3 million of expenses related to the amortization of identifiable intangible assets recorded on business acquisitions. Excluding these costs, SG&A expenses were $176.1 million for fiscal 2019. Comparably, SG&A expenses for fiscal 2018 were $162.5 million, ATS AUTOMATION | ANNUAL REPORT 2019 29 MANAgEMENT’s discUssiON ANd ANALysis which excluded $11.2 million of restructuring costs, and $20.6 million of expenses related to the amortization of identifiable intangible assets recorded on business acquisitions. Higher SG&A expenses in fiscal 2019 primarily reflected increased: employee costs; spend on information technology systems and security; sales related expenses; and the addition of KMW and Comecer. Stock-based compensation. Stock-based compensation expense amounted to $6.2 million in the fourth quarter of fiscal 2019 compared to $3.3 million in the corresponding period a year ago. Fiscal 2019 stock-based compensation expense was $9.8 million compared to $8.3 million a year ago. The increase in stock-based compensation costs is attributable to higher expenses from the revaluation of deferred stock units and restricted share units based on the Company’s stock price. Earnings from operations. For the three- and 12-month periods ended March 31, 2019, earnings from operations were $30.3 million (9% operating margin) and $114.8 million (9% operating margin), respectively, compared to earnings from operations of $25.5 million (9% operating margin) and $85.5 million (8% operating margin) in the corresponding periods a year ago (see “Overview – Operating Results”). Net finance costs. Net finance costs were $5.8 million in the fourth quarter of fiscal 2019 compared to $5.6 million a year ago. Fiscal 2019 net finance costs were $20.9 million compared to $23.8 million a year ago. The decrease was primarily due to higher interest income earned in fiscal 2019 compared to a year ago. Income tax provision. For the three and 12 months ended March 31, 2019, the Company’s effective income tax rates of 26% and 25%, respectively, differed from the combined Canadian basic federal and provincial income tax rate of 27% primarily due to income earned in certain jurisdictions with different statutory tax rates. The Company expects its effective tax rate to remain in the range of 25% for fiscal 2020. Net income. Fiscal 2019 fourth quarter net income was $18.2 million (20 cents per share basic and diluted), compared to $15.0 million (16 cents per share basic and diluted) for the fourth quarter of fiscal 2018. Adjusted basic earnings per share were 26 cents in the fourth quarter of fiscal 2019 compared to 22 cents for the fourth quarter of fiscal 2018 (see “Reconciliation of Non-IFRS Measures to IFRS Measures”). Fiscal 2019 net income was $70.8 million (76 and 75 cents per share basic and diluted) compared to $47.2 million (50 cents per share basic and diluted) a year ago. Adjusted basic earnings per share were 98 cents in fiscal 2019 compared to 74 cents a year ago (see “Reconciliation of Non-IFRS Measures to IFRS Measures”). Reconciliation of non-IFRS measures to IFRS measures (In millions of dollars, except per share data) The following table reconciles EBITDA to the most directly comparable IFRS measure (net income): Fiscal 2019 Fiscal 2018 Fiscal 2017 EBITDA Less: depreciation and amortization expense Earnings from operations Less: net finance costs Provision for income taxes Net income $ $ $ 157.2 42.4 114.8 20.9 23.1 70.8 EBITDA Less: depreciation and amortization expense Earnings from operations Less: net finance costs Provision for income taxes Net income 30 ATS AUTOMATION | ANNUAL REPORT 2019 $ $ $ $ $ $ 122.1 36.6 85.5 23.8 14.5 47.2 Q4 2019 42.6 12.3 30.3 5.8 6.3 18.2 $ $ $ $ $ $ 106.5 34.6 71.9 25.6 11.3 35.0 Q4 2018 34.8 9.3 25.5 5.6 4.9 15.0 MANAgEMENT’s discUssiON ANd ANALysis The following tables reconcile adjusted earnings from operations, adjusted net income and adjusted basic earnings per share to the most directly comparable IFRS measure (net income and basic earnings per share): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 IFRS Adjustments Adjusted (non-IFRS) IFRS Adjustments Adjusted (non-IFRS) Earnings from operations $ 30.3 $ – $ 30.3 $ 25.5 $ – $ 25.5 Amortization of acquisition- related intangible assets Restructuring costs Acquisition-related transaction costs Less: net finance costs Income before income taxes Provision for income taxes Adjustment to provision for income taxes1 Net income Basic earnings per share $ $ $ $ $ $ $ – – – 30.3 5.8 24.5 6.3 – 6.3 18.2 0.20 $ $ $ $ $ $ $ 6.8 – 1.1 7.9 – 7.9 – 2.2 2.2 5.7 0.06 $ $ $ $ $ $ $ 6.8 – 1.1 38.2 5.8 32.4 6.3 2.2 8.5 23.9 0.26 $ $ $ $ $ $ $ – – – 25.5 5.6 19.9 4.9 – 4.9 15.0 0.16 $ $ $ $ $ $ $ 5.1 2.2 – 7.3 – 7.3 – 2.0 2.0 5.3 0.06 $ $ $ $ $ $ $ 5.1 2.2 – 32.8 5.6 27.2 4.9 2.0 6.9 20.3 0.22 1 Adjustments 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. Twelve Months Ended March 31, 2019 Twelve Months Ended March 31, 2018 IFRS Adjustments Adjusted (non-IFRS) IFRS Adjustments Adjusted (non-IFRS) Earnings from operations $ 114.8 $ – $ 114.8 $ 85.5 $ – $ 85.5 Amortization of acquisition- related intangible assets Restructuring charges Acquisition-related transactions costs Less: net finance costs Income before income taxes Provision for income taxes Adjustment to provision for income taxes1 Net income Basic earnings per share – – – $ 114.8 $ $ $ $ $ $ 20.9 93.9 23.1 – 23.1 70.8 0.76 $ $ $ $ $ $ $ 23.3 – 23.3 – 4.7 4.7 28.0 $ 142.8 – $ 20.9 28.0 $ 121.9 – $ 23.1 7.5 7.5 20.5 0.22 $ $ $ 7.5 30.6 91.3 0.98 $ $ $ $ $ $ $ – – – 85.5 23.8 61.7 14.5 – 14.5 47.2 0.50 20.6 11.2 – 20.6 11.2 – $ $ $ $ $ $ $ 31.8 $ 117.3 – 31.8 – 9.2 9.2 22.6 0.24 $ $ $ $ $ $ 23.8 93.5 14.5 9.2 23.7 69.8 0.74 1 Adjustments 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. ATS AUTOMATION | ANNUAL REPORT 2019 31 MANAgEMENT’s discUssiON ANd ANALysis Summary of investments, liquidity, cash flow and financial resources Investments (In millions of dollars) Investments – increase (decrease) Non-cash operating working capital Acquisition of property, plant and equipment Acquisition of intangible assets Proceeds from disposal of assets Total net investments Fiscal 2019 Fiscal 2018 $ $ (2.5) 21.1 19.8 (5.2) 33.2 $ $ 27.0 19.9 6.1 (2.6) 50.4 In fiscal 2019, the Company’s investment in non-cash working capital decreased $2.5 million, compared to an increase of $27.0 million a year ago. Accounts receivable increased 4%, or $9.2 million, driven by the acquisition of Comecer. Net contracts in progress decreased 24%, or $16.6 million, compared to March 31, 2018. The Company actively manages its accounts receivable and net contracts in progress balances through billing terms on long-term contracts, collection efforts and supplier payment terms. Inventories increased 16%, or $9.5 million, primarily due to the acquisition of Comecer. Deposits and prepaid assets increased 28%, or $6.2 million, compared to March 31, 2018 due to timing of program execution. Accounts payable and accrued liabilities increased 6%, or $15.6 million, compared to March 31, 2018 due to the acquisition of Comecer. Provisions decreased 34%, or $7.1 million, compared to March 31, 2018. Capital expenditures totalled $21.1 million for fiscal 2019, primarily related to computer hardware, building additions, and office equipment. Capital expenditures totalled $19.9 million in fiscal 2018, primarily related to computer hardware, and the improvement and expansion of certain manufacturing facilities. Intangible asset expenditures for fiscal 2019 and fiscal 2018 were $19.8 million and $6.1 million, respectively. Fiscal 2019 intangible asset expenditures primarily related to the acquisition of substantially all of the intellectual property assets of Transformix Engineering Inc. (“Transformix”) for $10.0 million. Transformix’s CNCAssembly system, based on its patented Rapid Speed Matching technology, provides a method of linking and synchronizing the movements of devices and tooling to enable faster and more efficient assembly systems. This enhanced capability is expected to provide higher speed, lower cost, energy efficient and more flexible assembly solutions for ATS’ customers, while utilizing a smaller footprint. CNCAssembly is suitable for any application where high-precision motion control is required and can serve a broad range of end markets. The addition of this important technology will complement ATS’ growing portfolio of linear mover technology products, which includes the best-in-class SuperTrakTM linear motion system and the recently launched SuperTrak MicroTM. Amortization of the intangible asset will begin when the asset is available for use which is estimated to be in the second half of fiscal 2020. Over the next five years, potential future payments of up to $20.0 million are payable based on sales which incorporate the acquired intellectual property. The commission expenses will be recognized as they are incurred. Proceeds from disposal of assets were $5.2 million in fiscal 2019, compared to $2.6 million in fiscal 2018. The increase primarily reflected the sale of redundant assets in fiscal 2019. The Company performs impairment tests on its goodwill and intangible asset balances on an annual basis or as warranted by events or circumstances. The Company conducted its annual impairment assessment in the fourth quarter of fiscal 2019 and determined there is no impairment of goodwill or intangible assets as of March 31, 2019 (fiscal 2018 – $nil). All the Company’s investments involve risks and require that the Company make judgments and estimates regarding the likelihood of recovery of the respective costs. In the event management determines that any of the Company’s investments have become permanently impaired or recovery is no longer reasonably assured, the value of the investment would be written down to its estimated net realizable value as a charge against earnings. 32 ATS AUTOMATION | ANNUAL REPORT 2019 MANAgEMENT’s discUssiON ANd ANALysis Liquidity, cash flow and financial resources (In millions of dollars, except ratios) As at Cash and cash equivalents Debt-to-equity ratio Cash flows provided by operating activities Fiscal 2019 Fiscal 2018 $ $ 224.5 0.48:1 127.6 $ $ 330.1 0.47:1 59.7 At March 31, 2019, the Company had cash and cash equivalents of $224.5 million compared to $330.1 million at March 31, 2018. At March 31, 2019, the Company’s debt-to-total equity ratio was 0.48:1. In fiscal 2019, cash flows provided by operating activities were $127.6 million ($59.7 million provided by operating activities in the corresponding period a year ago). The increase in operating cash flows related primarily to the timing of investments in non-cash working capital in certain customer programs and higher net income compared to a year ago. At March 31, 2019, the Company had $632.7 million of unutilized multipurpose credit, including letters of credit, available under existing credit facilities and an additional $19.2 million available under letter of credit facilities. On July 28, 2017, the Company amended its senior secured credit facility to extend the agreement by three years to mature on August 29, 2021 (the “Credit Facility”). The Credit Facility provides a committed revolving credit facility of $750.0 million. The Credit Facility is secured by the Company’s assets, including certain real estate in North America and a pledge of shares of certain subsidiaries. Certain of the Company’s subsidiaries also provide guarantees under the Credit Facility. At March 31, 2019, the Company had utilized $134.3 million under the Credit Facility by way of letters of credit (March 31, 2018 – $108.5 million). 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 LIBOR advances, in Swiss francs, Euros and British pounds sterling by way of LIBOR advances and by way of letters of credit for certain purposes in Canadian dollars, U.S. dollars and Euros. 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 and LIBOR advances, the interest rate is equal to the bankers’ acceptance fee or LIBOR, 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 draw-down under the Credit Facility at rates ranging from 0.29% to 0.68%. The Credit Facility is subject to financial covenants including a net debt-to-EBITDA test and an interest coverage test. Under the terms of the Credit Facility, the Company is restricted from encumbering any assets with certain permitted exceptions. The Credit Facility also limits advances to subsidiaries and partially restricts the Company from repurchasing its common shares and paying dividends. At March 31, 2019, all of the covenants were met. The Company has additional credit facilities available of $38.6 million (15.3 million Euros, $10.0 million U.S, 50.0 million Thai Baht and 1.5 million Czech Koruna). The total amount outstanding on these facilities at March 31, 2019 was $20.6 million, of which $2.0 million was classified as bank indebtedness (March 31, 2018 – $2.7 million) and $18.6 million was classified as long-term debt (March 31, 2018 – $0.7 million). The interest rates applicable to the credit facilities range from 0.60% to 8.25% per annum. A portion of the long-term debt is secured by certain assets of the Company. The Company’s U.S. $250.0 million aggregate principal amount of senior notes (the “Senior Notes”) are unsecured, were issued at par, bear interest at a rate of 6.50% per annum and mature on June 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 ATS AUTOMATION | ANNUAL REPORT 2019 33 MANAgEMENT’s discUssiON ANd ANALysis 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 March 31, 2019, 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 $7.2 million were deferred and are being amortized over the seven-year term of the Senior Notes. Contractual obligations (In millions of dollars) The Company’s minimum operating lease payments (related primarily to facilities and equipment) and purchase obligations are as follows: Less than one year One–two years Two–three years Three–four years Four–five years Due in over five years $ Operating leases 12.3 10.2 8.2 5.0 3.2 3.9 Purchase obligations $ 124.2 2.4 1.8 0.2 0.2 – $ 42.9 $ 128.7 The Company’s off-balance sheet arrangements consist of purchase obligations and various operating lease financing arrangements related primarily to facilities and equipment that were entered into in the normal course of business. The Company’s purchase obligations consist primarily of commitments for material purchases. 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. At March 31, 2019, the total value of outstanding letters of credit was approximately $203.3 million (March 31, 2018 – $137.1 million). In the normal course of operations, the Company is party to a number of lawsuits, claims and contingencies. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, the Company does not believe that the ultimate outcome of these matters will have a material impact on its consolidated 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 creditworthiness. 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 insurance in certain instances. Share data During fiscal 2019, 416,842 stock options were exercised. At May 15, 2019, the total number of shares outstanding was 91,936,539, and there were 1,497,073 stock options outstanding to acquire common shares of the Company. 34 ATS AUTOMATION | ANNUAL REPORT 2019 MANAgEMENT’s discUssiON ANd ANALysis Normal course issuer bid On December 3, 2018, 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 has the ability to purchase for cancellation up to a maximum of 3,000,000 common shares, representing approximately 3.2% of the 94,139,097 common shares that were issued and outstanding as of November 16, 2018. On February 6, 2019, ATS announced the TSX’s approval of its amended notice to increase the maximum number of shares that may be purchased under the NCIB to 6,366,405 common shares, representing 10% of the “public float” (as defined by the TSX and calculated as of November 16, 2018), effective February 11, 2019. Some purchases under the NCIB may be made pursuant to an automatic purchase plan between ATS and its broker. This plan enables the purchase of up to 3,000,000 ATS common shares when ATS would not ordinarily be active in the market due to internal trading blackout periods, insider trading rules, or otherwise. From December 3, 2018 to March 31, 2019, the Company purchased 2,509,120 common shares for $39.3 million under the NCIB. The weighted average price per share repurchased was $15.65. ATS security holders may obtain a copy of the notice, without charge, upon request from the Secretary of the Company. 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, 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 fiscal 2019. Foreign exchange 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 made by the Company 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 into 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 March 29, 2016, the Company entered into a cross-currency interest rate swap instrument to swap U.S. $150.0 million into Canadian dollars. The Company will receive interest of 6.50% U.S. per annum and pay interest of 6.501% Canadian. The terms of the hedging relationship will end on June 15, 2023. The Company manages foreign exchange risk on its Euro-denominated net investments. The Company uses cross-currency swaps as derivative financial instruments to hedge a portion of the foreign exchange risk related to its Euro-denominated net investment. On March 29, 2016, the Company entered into a cross-currency interest rate swap instrument to swap 134.1 million Euros into Canadian dollars. The Company will receive interest of 6.501% Canadian per annum and pay interest of 5.094% Euros. The terms of the hedging relationship will end on June 15, 2023. 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. ATS AUTOMATION | ANNUAL REPORT 2019 35 MANAgEMENT’s discUssiON ANd ANALysis Period average exchange rates in CAD Year-end actual exchange rates Period average exchange rates March 31, 2019 March 31, 2018 % change March 31, 2019 March 31, 2018 U.S. dollar Euro 1.336 1.499 1.290 1.589 3.6% (5.7%) 1.313 1.518 1.284 1.502 % change 2.2% 1.1% Consolidated quarterly results (In millions of dollars, except per share amounts) Q4 2019 Q3 2019 Q2 2019 Q1 2019 Q4 2018 Q3 2018 Q2 2018 Q1 2018 Revenues $ 348.6 $ 321.4 $ 283.6 $ 300.0 $ 298.4 $ 277.6 $ 274.9 $ 264.0 Earnings from operations $ 30.3 $ 38.5 $ 19.0 $ 27.0 $ 25.5 $ 14.8 $ 23.9 $ 21.3 Adjusted earnings from operations1 $ 38.2 $ 46.7 $ 25.4 $ 32.6 $ 32.8 $ 29.3 $ 28.8 $ 26.3 Net income $ 18.2 $ 25.1 $ 10.8 $ 16.7 $ 15.0 $ 6.9 $ 13.8 $ 11.5 Basic and diluted earnings per share $ 0.20 $ 0.27 $ 0.11 $ 0.18 $ 0.16 $ 0.07 $ 0.15 $ 0.12 Adjusted basic earnings per share1 $ 0.26 $ 0.33 $ 0.17 $ 0.22 $ 0.22 $ 0.18 $ 0.18 $ 0.16 Order Bookings2 Order Backlog2 $ 298.0 $ 397.0 $ 355.0 $358.0 $ 348.0 $ 311.0 $ 257.0 $ 266.0 $ 904.0 $ 926.0 $ 830.0 $ 789.0 $ 746.0 $ 689.0 $ 648.0 $ 683.0 1 See “Notice to Reader: Non-IFRS Measures and Additional IFRS Measures” and “Reconciliation of Non-IFRS Measures to IFRS Measures.” 2 Non-IFRS measure. See “Notice to Reader: Non-IFRS Measures and Additional IFRS Measures.” Interim financial results are not necessarily indicative of annual or longer-term results because many of the individual markets served by the Company tend to be cyclical in nature. Operating performance quarter to quarter may also be affected by the timing of revenue recognition on large programs in Order Backlog, which is impacted by such factors as customer delivery schedules and the timing of third-party content, 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 summer plant shutdowns by its customers. Critical accounting estimates and assumptions The preparation of the Company’s 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 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. Notes 2 and 3 to the consolidated financial statements describe the basis of accounting and the Company’s significant accounting policies. 36 ATS AUTOMATION | ANNUAL REPORT 2019 MANAgEMENT’s discUssiON ANd ANALysis Revenue recognition and contracts in progress The nature of ATS contracts requires the use of estimates to quote new business, and most automation systems are typically sold on a fixed-price basis. Revenues on construction contracts and other long-term contracts are recognized on a percentage of completion basis as outlined in note 3(c) “Revenue – Construction Contracts” to the consolidated financial statements. In applying the accounting policy on construction contracts, judgment is required in determining the estimated costs to complete a contract. These cost estimates are reviewed at each reporting period and by their nature may give rise to income volatility. If the actual costs incurred by the Company to complete a contract are significantly higher than estimated, the Company’s earnings may be negatively affected. The use of estimates involves risks, since the work to be performed involves varying degrees of technical uncertainty, including possible development work to meet the customer’s specification, the extent of which is sometimes not determinable until after the project has been awarded. In the event the Company is unable to meet the defined performance specification for a contracted automation system, it may need to redesign and rebuild all or a portion of the system at its expense without an increase in the selling price. Certain contracts may have provisions that reduce the selling price or provide for refund of purchase price if the Company fails to deliver or complete the contract by specified dates. These provisions may expose the Company to liabilities or adversely affect the Company’s results of operations or financial position. ATS’ contracts may be terminated by customers in the event of a default by the Company or, in some cases, for the convenience of the customer. In the event of a termination for convenience, the Company typically negotiates a payment provision reflective of the progress achieved on the contract and/or the costs incurred to the termination date. If a contract is cancelled, Order Backlog is reduced and production utilization may be negatively impacted. A complete provision, which can be significant, is made for losses on such contracts when the losses first become known. Revisions in estimates of costs and profits on contracts, which can also be significant, are recorded in the accounting period in which the relevant facts impacting the estimates become known. A portion of ATS’ revenue is recognized when earned, which is generally at the time of shipment and transfer of title to the customer, provided collection is reasonably assured. Income taxes Deferred income tax assets, disclosed in note 17 to the consolidated financial statements, are recognized to the extent that it is probable that taxable income will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred income tax assets that can be recognized based upon the likely timing and level of future taxable income together with future tax planning strategies. If the assessment of the Company’s ability to utilize the deferred income tax asset changes, the Company would be required to recognize more or fewer deferred income tax assets, which would increase or decrease income tax expense in the period in which this is determined. The Company establishes provisions based on reasonable estimates for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience of previous taxation audits and differing interpretations of tax regulations by the taxable entity and the respective tax authority. These provisions for uncertain tax positions are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all the relevant factors. The Company reviews the adequacy of these provisions at each quarter. However, it is possible that at some future date an additional liability could result from audits by the taxation authorities. Where the final tax outcome of these matters is different from the amount initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Stock-based payment transactions The Company measures the cost of transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for stock-based payment transactions requires the determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model, including the future forfeiture rate, the expected life of the share option, weighted average risk-free interest rate, volatility and dividend yield, and formation of assumptions. The assumptions and models used for estimating fair value for stock-based payment transactions are disclosed in note 18 to the consolidated financial statements. ATS AUTOMATION | ANNUAL REPORT 2019 37 MANAgEMENT’s discUssiON ANd ANALysis Impairment of non-financial assets Impairment exists when the carrying value of an asset or cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The calculations involve significant estimates and assumptions. Items estimated include cash flows, discount rates and assumptions on revenue growth rates. These estimates could affect the Company’s future results if the current estimates of future performance and fair values change. Goodwill is assessed for impairment on an annual basis as described in note 10 to the consolidated financial statements. The Company performed its annual impairment test of goodwill as at March 31, 2019 and determined there was no impairment (March 31, 2018 – $nil). Provisions As described in note 3(n) to the consolidated financial statements, the Company records a provision when an obligation exists, an outflow of economic resources required to settle the obligation is probable and a reliable estimate can be made of the amount of the obligation. The Company records a provision based on the best estimate of the required economic outflow to settle the present obligation at the consolidated statement of financial position date. While management believes these estimates are reasonable, differences in actual results or changes in estimates could have a material impact on the obligations and expenses reported by the Company. Employee benefits The cost of defined benefit pension plans and the present value of the pension obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. In determining the appropriate discount rate, management considers the interest rates of corporate bonds in their respective currency, with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables for the specific country. Future salary increases and pension increases are based on expected future inflation rates for the respective country. Further details about the assumptions used are provided in note 14 to the consolidated financial statements. Changes in accounting policies Accounting standard adopted in fiscal 2019 IFRS 15 – Revenue from Contracts with Customers Effective April 1, 2018, the Company adopted IFRS 15 – Revenue from Contracts with Customers (“IFRS 15”), which establishes a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. Under IFRS 15, revenues are recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recognizing revenues. The Company adopted the standard in accordance with the modified retrospective transitional approach. There were no transitional adjustments or changes to the Company’s revenue recognition policies required on the adoption of this standard. The transition to the new standard required additional disclosures in the consolidated financial statements. The Company applied certain practical expedients, as permitted by the standard in determining the impact on transition. The standard requires contract assets and contract liabilities to be separately presented in the statement of financial position. Contract assets represent the right to consideration in exchange for goods or services that have been transferred to a customer. Contract liabilities represent the obligation to transfer goods and services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. Previously, the Company recognized contract assets as “costs and earnings in excess of billings on contracts in progress” and contract liabilities as “billings in excess of costs and earnings on contracts in progress.” Based on IFRS 15, contract assets and contract liabilities have been disclosed as current assets and current liabilities, respectively, in the statement of financial position. 38 ATS AUTOMATION | ANNUAL REPORT 2019 MANAgEMENT’s discUssiON ANd ANALysis Accounting standards issued but not yet effective IFRS 16 – Leases In January 2016, the IASB issued IFRS 16 – Leases (“IFRS 16”), which requires lessees to recognize assets and liabilities for most leases. There are minimal changes to the existing accounting in IAS 17 – Leases from the perspective of lessors. The new standard is effective for annual periods beginning on or after January 1, 2019, with early adoption permitted provided IFRS 15 has been adopted or is adopted at the same date. The Company plans to adopt IFRS 16 using the modified retrospective approach beginning on April 1, 2019. The Company intends to apply the practical expedient exemptions available to exempt low value and short-term lease arrangements. Upon adoption of IFRS 16, the Company expects to recognize right of use assets and a corresponding lease liability in the range of $68 to $73 million on the consolidated statements of financial position, primarily relating to leased buildings and vehicles. Depreciation and finance costs are expected to increase by approximately $13 million and $6 million, respectively, which will primarily be offset by lower operating lease costs which have been recognized in cost of revenues and SG&A in the consolidated statements of income. ATS continues to assess the impact of the new leasing standard on the Company’s consolidated financial statements and the conclusions and elections above are subject to change prior to the implementation of the new standard in April 2019. Controls and procedures The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of the Company are responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting for the Company. The control framework used in the design of disclosure controls and procedures and internal control over financial reporting is the “Internal Control – Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Disclosure controls and procedures An evaluation of the design and operating effectiveness of the Company’s disclosure controls and procedures was conducted as of March 31, 2019 under the supervision of the CEO and CFO as required by CSA National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings. The evaluation included documentation, review, enquiries and other procedures considered appropriate in the circumstances. Based on that evaluation, the CEO and the CFO have concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information relating to the Company and its consolidated subsidiaries that is required to be disclosed in reports filed under provincial and territorial securities legislation is recorded, processed, summarized and reported to senior management, including the CEO and the CFO, so that appropriate decisions can be made by them regarding required disclosure within the time periods specified in the provincial and territorial securities legislation. Internal control over financial reporting CSA National Instrument 52-109 requires the CEO and CFO to certify that they are responsible for establishing and maintaining internal control over financial reporting for the Company, and that those internal controls have been designed and are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. Management, including the CEO and CFO, does 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. The CEO and CFO have, using the framework and criteria established in “Internal Control – Integrated Framework (2013),” issued by COSO, evaluated the design and operating effectiveness of the Company’s internal controls over financial reporting and concluded that, as of March 31, 2019, internal controls over financial reporting were effective to provide reasonable assurance that information related to consolidated results and decisions to be made based on those results were appropriate. ATS AUTOMATION | ANNUAL REPORT 2019 39 MANAgEMENT’s discUssiON ANd ANALysis During the years ended March 31, 2019 and March 31, 2018, there have been no changes in the design of the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. Limitation on scope The Company acquired Comecer on February 28, 2019. Management has not fully completed its review of internal controls over financial reporting for this newly acquired organization. Since the acquisition occurred within the 365 days of the reporting period, management has limited the scope of design and subsequent evaluation of disclosure controls and procedures and internal controls over financial reporting, as permitted under 5.3 of Form 52-109 F1 pursuant to National Instrument 52-109, Certification of Disclosure in Issuer’s Annual and Interim Filings. For the period covered by this MD&A, management has undertaken additional procedures to satisfy itself with respect to the accuracy and completeness of the acquired operations’ financial information. The following summary of financial information pertains to the acquisition that was included in ATS’ consolidated financial statements for the year ended March 31, 2019. (millions of dollars) Revenue1 Net income1 Current assets2 Non-current assets2 Current liabilities2 Non-current liabilities2 1 Results from March 1, 2019 to March 31, 2019. 2 Balance sheet as at March 31, 2019. Comecer 8.7 0.1 59.8 174.2 64.1 82.9 40 ATS AUTOMATION | ANNUAL REPORT 2019 MANAgEMENT’s discUssiON ANd ANALysis Other major considerations and risk factors Any investment in ATS will be subject to risks inherent to ATS’ business. The following risk factors are discussed in the Company’s Annual Information Form, which may be found on SEDAR at www.sedar.com. • Market volatility; • Strategy execution risks; • Acquisition risks; • Expansion risks; • Industry consolidation; • Liquidity, access to capital markets and leverage; • Restrictive covenants; • Availability of performance and other guarantees from financial institutions; • Share price volatility; • Competition; • First-time program and production risks; • Automation systems pricing; • Revenue mix risk; • Pricing, quality, delivery and volume risks; • Product failure; • New product market acceptance, obsolescence, and commercialization; • Security breaches or disruptions of information technology systems; • Insurance coverage; • Availability of raw materials and other manufacturing inputs; • Customer risks; • Insolvency or financial distress of third parties; • Availability of human resources and dependence on key personnel; • Cumulative loss of several significant contracts; • Lengthy sales cycle; • Lack of long-term customer commitment; • Foreign exchange risk; • Doing business in foreign countries; • Legislative compliance; • Environmental compliance; • Corruption of Foreign Public Officials Act, United States Foreign Corrupt Practices Act and anti-bribery laws risk; • Intellectual property protection risks; • Infringement of third parties’ intellectual property rights risk; • Internal controls; • Impairment of intangible assets risk; • Income and other taxes and uncertain tax liabilities; • Variations in quarterly results; • Litigation; • Natural disasters, pandemics, acts of war, terrorism, international conflicts or other disruptions; • Manufacturing facilities disruption; • Restructuring and work stoppage risk; and • Dependence on performance of subsidiaries. Note to readers: Forward-looking statements This management’s discussion and analysis of financial conditions, and results of operations of ATS contains certain statements that may constitute forward-looking information within the meaning of applicable securities laws (“forward- looking statements”). Such forward-looking statements involve 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. Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. ATS cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements relate to, among other things: the strategic framework; trade negotiations and disputes; conversion of opportunities into Order Bookings; the expected benefits where the Company ATS AUTOMATION | ANNUAL REPORT 2019 41 MANAgEMENT’s discUssiON ANd ANALysis engages with customers on enterprise-type solutions and the potential impact on Order Bookings, performance period, and timing of revenue recognition; the Company’s Order Backlog partially mitigating the impact of volatile Order Bookings; rate of Order Backlog conversion; expected benefits with respect to the Company’s efforts to expand its services revenues; deployment of the ATS Business Model (“ABM”) and the expected impact; initiatives having the goal of expanding adjusted earnings from operations margin over the long term; the Company’s strategy to expand organically and through acquisition; the Company’s goal with respect to non-cash working capital as a percentage of revenues; the Company’s expectations in regards to investment in capital assets; expectation in relation to meeting funding requirements for investments; potential to use leverage to support growth strategy; the expected benefits resulting from the acquisition and integration of Comecer; the Company’s expectation with respect to effective tax rate; expected benefits from the purchase of Transformix intellectual property assets and when the assets will be available for use; and the Company’s belief with respect to the outcome of certain lawsuits, claims and contingencies. The risks and uncertainties that may affect forward-looking statements include, among others: impact of the global economy; general market performance including capital market conditions and availability and cost of credit; performance of the markets that ATS serves; foreign currency and exchange risk; the relative strength of the Canadian dollar; impact of factors such as increased pricing pressure and possible margin compression; the regulatory and tax environment; that current or future trade negotiations or disputes have unexpected impact on the business, including increased cost of supplies; that some or all of the sales funnel is not converted to Order Bookings due to competitive factors or failure to meet customer needs; timing of customer decisions related to large enterprise programs and potential for negative impact associated with any cancellations or non-performance in relation thereto; variations in the amount of Order Backlog completed in any given quarter; that the Company is not successful in growing its service offering or that expected benefits are not realized; that the ABM is not deployed effectively, not adopted on the desired scale by the business, or that its impact is other than as expected; that efforts to expand adjusted earnings from operations margin over the long term is 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; inability to successfully expand organically or through acquisition, due to an inability to grow expertise, personnel, and/or facilities at required rates or to identify, negotiate and conclude one or more acquisitions; or to raise, through debt or equity, or otherwise have available, required capital; that 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 the Company reverses one or more of its plans in regards to investment in capital assets or that the costs of capital assets are greater than expected; that the expected benefits from the acquisition of Comecer are not realized for reasons including failure to successfully integrate it and lack of customer receptivity to the expanded offering; that the effective tax rate is other than expected, due to reasons including income spread among jurisdictions being other than anticipated; that ATS does not realize the expected benefits of the Transformix asset purchase or that the products incorporating the technology are delayed in development; risk that the ultimate outcome of lawsuits, claims and contingencies give rise to material liabilities for which no provisions have been recorded; that one or more customers, or other entities with which the Company has contracted, experience insolvency or bankruptcy with resulting delays, costs or losses to the Company; political, labour or supplier disruptions; the development of superior or alternative technologies to those developed by ATS; the success of competitors with greater capital and resources in exploiting their technology; market risk for developing technologies; risks relating to legal proceedings to which ATS is or may become a party; exposure to product and/or professional liability claims; risks associated with greater than anticipated tax liabilities or expenses; and other risks detailed from time to time in ATS’ filings with Canadian provincial securities regulators. Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions, and other than as required by applicable securities laws, ATS does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. 42 ATS AUTOMATION | ANNUAL REPORT 2019 Management’s responsibility for financial reporting The preparation and presentation of the Company’s consolidated financial statements is the responsibility of management. The consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The consolidated financial statements and other information in Management’s Discussion and Analysis and the Annual Report include amounts that are based on estimates and judgments. Management has determined such amounts on a reasonable basis in order to ensure that the consolidated financial statements are presented fairly, in all material respects. Financial information presented elsewhere in Management’s Discussion and Analysis and the Annual Report is consistent with that in the consolidated financial statements, except as described further in the “Non-IFRS Measures” section of Management’s Discussion and Analysis. Management maintains appropriate systems of internal accounting and administrative controls, which are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with International Financial Reporting Standards as further described in the “Controls and Procedures” section of Management’s Discussion and Analysis. Management’s responsibilities for financial reporting are overseen by the Board of Directors (the “Board”), which is ultimately responsible for reviewing and approving the consolidated financial statements. The Board carries out this responsibility principally through its Audit and Finance Committee (the “Committee”). The Committee is appointed by the Board and all of its members are independent directors. The Committee meets periodically with management and the external auditors to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues, to satisfy itself that each party is properly discharging its responsibilities and to review the consolidated financial statements and the external auditors’ report. The Committee has reported its findings to the Board, which has approved the consolidated financial statements and Management’s Discussion and Analysis for issuance to shareholders. The Committee also considers, for review by the Board and approval of shareholders, the engagement or reappointment of the external auditors. The consolidated financial statements have been audited on behalf of shareholders by Ernst & Young LLP, the external auditors, in accordance with Canadian generally accepted auditing standards. The external auditors have full and free access to management and the Committee. Andrew Hider Chief Executive Officer Maria Perrella Chief Financial Officer ATS AUTOMATION | ANNUAL REPORT 2019 43 Independent auditor’s report To the Shareholders of ATS Automation Tooling Systems Inc. Opinion We have audited the consolidated financial statements of ATS Automation Tooling Systems Inc. and its subsidiaries, (the “Company”), which comprise the consolidated statements of financial position as at March 31, 2019 and 2018, and the consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at March 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”). Basis for opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other information Management is responsible for the other information. The other information comprises: • Management’s Discussion and Analysis • The information, other than the consolidated financial statements and our auditor’s report thereon, in the Annual Report Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard. The Annual Report is expected to be made available to use after the date of the auditor’s report. If based on the work we will perform on this other information, we conclude there is a material misstatement of other information, we are required to report that fact to those charged with governance. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern 44 ATS AUTOMATION | ANNUAL REPORT 2019 iNdEPENdENT AUdiTOR’s REPORT basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Auditor’s responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. The engagement partner on the audit resulting in this independent auditor’s report is Scott Kerr. Toronto, Canada May 15, 2019 Chartered Professional Accountants Licensed Public Accountants ATS AUTOMATION | ANNUAL REPORT 2019 45 Consolidated statements of financial position (in thousands of Canadian dollars) As at ASSETS Current assets Cash and cash equivalents Accounts receivable Income tax receivable Contract assets Inventories Deposits, prepaids and other assets Non-current assets Property, plant and equipment Other assets Goodwill Intangible assets Deferred income tax assets Investment tax credit receivable Total assets LIABILITIES AND EQUITY Current liabilities Bank indebtedness Accounts payable and accrued liabilities Income tax payable Provisions Contract liabilities Current portion of long-term debt Non-current liabilities Employee benefits Long-term debt Deferred income tax liabilities Other long-term liabilities Total liabilities Commitments and contingencies EQUITY Share capital Contributed surplus Accumulated other comprehensive income Retained earnings Equity attributable to shareholders Non-controlling interests Total equity Total liabilities and equity On behalf of the Board: March 31, 2019 March 31, 2018 Note 15 3, 21 6 7 9 8 10 11 17 17 $ $ 15 $ 13 3, 21 15 14 15 17 8 $ 15, 19 16 $ $ 224,540 217,245 4,938 213,553 67,998 28,719 756,993 97,669 2,446 551,643 213,945 3,194 62,953 931,850 1,688,843 1,950 254,227 7,721 13,943 161,139 18,550 457,530 28,187 328,247 78,585 6,663 441,682 899,212 516,613 11,709 69,549 191,449 789,320 311 789,631 1,688,843 $ $ $ $ $ $ 330,148 209,551 3,455 164,917 58,509 22,510 789,090 85,102 – 459,159 148,869 2,987 57,012 753,129 1,542,219 2,668 240,093 6,291 20,994 95,912 393 366,351 28,151 315,129 42,907 30,908 417,095 783,446 548,747 12,535 75,830 121,369 758,481 292 758,773 1,542,219 David McAusland Director See accompanying notes to the consolidated financial statements. Neil D. Arnold Director 46 ATS AUTOMATION | ANNUAL REPORT 2019 Consolidated statements of income (in thousands of Canadian dollars, except per share amounts) Years ended March 31 Revenues Revenues from construction contracts Sale of goods Services rendered Total revenues Operating costs and expenses Cost of revenues Selling, general and administrative Stock-based compensation Earnings from operations Net finance costs Income before income taxes Income tax expense Net income Attributable to Shareholders Non-controlling interests Earnings per share attributable to shareholders Basic Diluted See accompanying notes to the consolidated financial statements. Note 2019 2018 $ 763,228 90,005 400,383 1,253,616 $ 654,193 79,979 380,758 1,114,930 20, 21 924,898 204,073 9,850 114,795 20,909 93,886 23,124 70,762 70,743 19 70,762 0.76 0.75 826,771 194,421 8,276 85,462 23,766 61,696 14,487 47,209 47,165 44 47,209 0.50 0.50 $ $ $ $ $ 18 22 17 23 23 $ $ $ $ $ ATS AUTOMATION | ANNUAL REPORT 2019 47 Consolidated statements of comprehensive income (in thousands of Canadian dollars) Years ended March 31 Net income Other comprehensive income (loss): Items to be reclassified subsequently to net income: Currency translation adjustment (net of income taxes of $nil) Net unrealized gain (loss) on derivative financial instruments designated as cash flow hedges Tax impact Loss (gain) transferred to net income for derivatives designated as cash flow hedges Tax impact Cash flow hedge reserve adjustment Tax impact Items that will not be reclassified subsequently to net income: Actuarial losses on defined benefit pension plans Tax impact Other comprehensive income (loss) Comprehensive income Attributable to Shareholders Non-controlling interests Note $ 2019 70,762 2018 47,209 $ (12,145) 24,414 (109) 23 90 (12) 7,826 (1,954) (675) 12 (6,944) 63,818 63,799 19 63,818 $ $ $ 2,357 (655) (1,673) 479 (5,420) 1,354 (534) 139 20,461 67,670 67,626 44 67,670 12 12 12 14 $ $ $ See accompanying notes to the consolidated financial statements. 48 ATS AUTOMATION | ANNUAL REPORT 2019 Consolidated statements of changes in equity (in thousands of Canadian dollars) Year ended March 31, 2019 Total accumulated Share capital Contributed surplus Retained earnings translation adjustments hedge comprehensive controlling reserve income interests Total equity Currency Cash flow other Non- Balance, as at March 31, 2018 $ 548,747 $ 12,535 $ 121,369 $ 79,918 $ (4,088) $ 75,830 $ 292 $ 758,773 Net income Other comprehensive income (loss) Total comprehensive income (loss) Stock-based compensation Exercise of stock options Repurchase of common shares (note 16) Balance, as at – – 70,743 – – – 19 70,762 – – – – – 910 7,145 (1,736) (39,279) – (663) (12,145) 5,864 (6,281) – (6,944) 70,080 (12,145) 5,864 (6,281) 19 63,818 – – – – – – – – – – – – – – – 910 5,409 (39,279) March 31, 2019 $ 516,613 $ 11,709 $ 191,449 $ 67,773 $ 1,776 $ 69,549 $ 311 $ 789,631 Share capital Contributed surplus Retained earnings translation adjustments hedge comprehensive controlling reserve income interests Total equity Currency Cash flow other Non- Balance, as at March 31, 2017 $ 543,317 $ 12,871 $ 74,599 $ 55,504 $ (530) $ 54,974 $ 248 $ 686,009 Year ended March 31, 2018 Total accumulated – – 47,165 – – – 44 47,209 Net income Other comprehensive income (loss) Total comprehensive income (loss) Stock-based compensation Exercise of stock options Balance, as at – – – – (395) 24,414 (3,558) 20,856 – 20,461 – 46,770 24,414 (3,558) 20,856 44 67,670 953 5,430 (1,289) – – – – – – – – – – 953 4,141 March 31, 2018 $ 548,747 $ 12,535 $ 121,369 $ 79,918 $ (4,088) $ 75,830 $ 292 $ 758,773 See accompanying notes to the consolidated financial statements. ATS AUTOMATION | ANNUAL REPORT 2019 49 Consolidated statements of cash flows (in thousands of Canadian dollars) Years ended March 31 Operating activities Net income Items not involving cash Depreciation of property, plant and equipment Amortization of intangible assets Deferred income taxes Other items not involving cash Stock-based compensation Change in non-cash operating working capital Cash flows provided by operating activities Investing activities Acquisition of property, plant and equipment Acquisition of intangible assets Business acquisition, net of cash acquired Proceeds from disposal of property, plant and equipment Cash flows used in investing activities Financing activities Bank indebtedness Repayment of long-term debt Proceeds from long-term debt Proceeds from exercise of stock options Repurchase of common shares Cash flows provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplemental information Cash income taxes paid Cash interest paid See accompanying notes to the consolidated financial statements. Note 2019 2018 $ 70,762 $ 47,209 9 11 17 18 9 11 5 16 $ $ $ $ $ $ $ $ 12,137 30,254 13,718 (11,587) 9,850 125,134 2,464 127,598 (21,096) (19,824) (156,351) 5,209 (192,062) (2,512) (5,175) 335 5,409 (39,279) (41,222) 78 (105,608) 330,148 224,540 10,468 26,243 10,352 26,315 866 (6,371) 8,276 86,647 (26,961) 59,686 (19,851) (6,124) – 2,594 (23,381) 1,191 (2,194) 195 4,141 – 3,333 3,813 43,451 286,697 330,148 10,231 21,751 $ $ $ $ $ $ $ $ 50 ATS AUTOMATION | ANNUAL REPORT 2019 Notes to consolidated financial statements (in thousands of Canadian dollars, except per share amounts) 1. Corporate information ATS Automation Tooling Systems Inc. and its subsidiaries (collectively, “ATS” or the “Company”) design and build custom- engineered turnkey automated manufacturing and test systems and provide pre-automation and post-automation services to their customers. The Company is listed on the Toronto Stock Exchange and is incorporated and domiciled in Ontario, Canada. The address of its registered office is 730 Fountain Street North, Cambridge, Ontario, Canada. The consolidated financial statements of the Company for the year ended March 31, 2019 were authorized for issue by the Board of Directors (the “Board”) on May 15, 2019. 2. Basis of preparation These consolidated financial statements were prepared on a historical cost basis, except for derivative instruments that have been measured at fair value. The 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 consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Basis of consolidation These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are those entities where the Company directly or indirectly owns the majority of the voting power or can otherwise control the activities. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Non-controlling interests in the equity and results of the Company’s subsidiaries are presented separately in the consolidated statements of income and within equity on the consolidated statements of financial position. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The Company’s material subsidiaries are Automation Tooling Systems Enterprises Inc. and ATS Automation Tooling Systems GmbH. The Company has a 100% voting and equity securities interest in each of these corporations. All material intercompany balances, transactions, revenues and expenses and profits or losses, including dividends resulting from intercompany transactions, have been eliminated on consolidation. 3. Summary of significant accounting policies (a) Business combinations and goodwill: Business combinations are accounted for using the acquisition method. The cost of the acquisition is measured as the aggregate of the consideration transferred, measured at the acquisition date fair value and the amount of any non- controlling interest in the acquiree. For each business combination, the Company measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs are expensed as incurred. ATS AUTOMATION | ANNUAL REPORT 2019 51 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes in the fair value of the contingent consideration that is deemed to be an asset or liability will be recognized in accordance with IFRS 9 – Financial Instruments (“IFRS 9”) either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of IFRS 9, it is measured in accordance with the appropriate IFRS policy. Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable assets of the acquiree at the date of acquisition. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to cash-generating units (“CGUs”) or groups of CGUs based on the level at which management monitors it. The allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business combination in which the goodwill arose. Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operation disposed of and the portion of the CGU retained. (b) Foreign currency: Functional currency is the currency of the primary economic environment in which the subsidiary operates and is normally the currency in which the subsidiary generates and uses cash. Each subsidiary in the Company determines its own functional currency, and items included in the consolidated financial statements of each subsidiary are measured using that functional currency. The Company’s functional and presentation currency is the Canadian dollar. Transactions Foreign currency transactions are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statements of income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Translation The assets and liabilities of foreign operations are translated into Canadian dollars at period-end exchange rates, and their revenue and expense items are translated at exchange rates prevailing at the dates of the transactions. The resulting exchange differences are recognized in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognized in the consolidated statements of income. (c) Revenue: The Company generates revenue from construction contracts, the sale of goods, and by services rendered. Revenue is measured based on the consideration specified in a contract and the Company recognizes revenue when it transfers control of a product or provides a service to a customer. With respect to incremental costs such as sales commissions incurred in obtaining a contract, the Company has elected to apply the practical expedient to expense these costs when incurred as the term of the Company’s contracts are typically one year or less. 52 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Construction contracts A construction contract generally includes the design, manufacture and installation of new equipment for a customer’s new or existing system. The Company generally considers a construction contract to contain one performance obligation. However, the Company may provide several distinct goods or services as part of a contract, in which case, the Company separates the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company typically satisfies construction contract performance obligations over time, therefore, the Company recognizes revenue over time as the performance obligations are satisfied using the stage of completion method as described below: • The stage of completion of fixed-price contracts is measured based on costs incurred, excluding costs that are not representative of progress to completion, as a percentage of total costs anticipated on each contract. • The stage of completion of time and material contracts is measured using the right to invoice practical expedient – revenue is recognized at the contractual rates as labour hours are delivered and direct expenses are incurred. Payment terms on fixed-price contracts are normally based on set milestones outlined in the contract. Amounts received in advance of the associated contract work being performed are recorded as contract liabilities. Revenue is recognized without issuing an invoice and this entitlement to consideration is recognized as a reduction of the contract liability or as a contract asset. Payment terms on time and material contracts are normally based on a monthly billing cycle. When the contract outcome cannot be measured reliably, revenue is recognized only to the extent that the expenses incurred are eligible to be recovered. Provisions for estimated losses on incomplete contracts are made in the period that losses are determined. Sale of goods Revenue related to the sale of goods is recognized at a point in time when the Company satisfies a performance obligation and control of the asset is transferred to the customer. In determining satisfaction of a performance obligation, the Company considers the terms of the contract, including: shipping terms and transfer of title and risk. Services rendered Service contracts are either executed separately or bundled together with construction contracts. Where these contracts are bundled together, they are regarded as separate performance obligations, as each of the promises are capable of being distinct and are separately identifiable. Accordingly, a portion of the transaction price is allocated to each performance obligation relative to standalone selling prices. A service contract can include modifications to existing customer equipment, maintenance services, training, line relocation, onsite support, field service, remote support, and consulting services. The Company generally considers service contracts to contain one performance obligation which is satisfied over time. Therefore, revenue is recognized over time, using the stage of completion method described below: • The stage of completion of fixed-price contracts to provide specified services at specific times is measured based on costs incurred, excluding costs that are not representative of progress to completion, as a percentage of total costs anticipated on each contract. • The stage of completion of fixed-price contracts to provide an indeterminable number of services over a specified period of time is measured based on contract term elapsed as a percentage of the full contract term. • The stage of completion of time and material contracts is measured using the right to invoice practical expedient – revenue is recognized at the contractual rates as labour hours are delivered and direct expenses are incurred. Payment terms on service contracts are similar to construction contracts. Provisions for estimated losses on incomplete contracts are made in the period that losses are determined. ATS AUTOMATION | ANNUAL REPORT 2019 53 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Revenue-related assets and liabilities: Trade receivables A trade receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Contract assets Contract assets represent the right to consideration in exchange for goods or services that have been transferred to a customer. These assets are transferred to accounts receivable when the right to receive the consideration becomes unconditional. Contract liabilities Contract liabilities represent the obligation to transfer goods and services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. Contract liabilities are recognized as revenue when the Company performs under the contract. Unearned revenue Unearned revenue relates to deposits or prepayments from customers for service and sale of goods contracts where revenue is earned at a point in time. (d) Investment tax credits and government grants: Investment tax credits are accounted for as a reduction in the cost of the related asset or expense where there is reasonable assurance that such credits will be realized. Government grants are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be met. When the grant relates to an expense item, it is deducted from the cost that it is intended to compensate. When the grant relates to an asset, it is deducted from the cost of the related asset. If a grant becomes repayable, the inception-to-date impact of the assistance previously recognized in income is reversed immediately in the period in which the assistance becomes repayable. (e) Taxes: Current income tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, by the reporting date, in the countries where the Company operates and generates taxable income. Current income tax related to items recognized directly in equity are also recognized in equity and not in the consolidated statements of income. Management periodically evaluates positions taken in the tax filings with respect to situations in which applicable tax regulations are subject to interpretation, and establishes provisions where appropriate. Deferred income tax Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset will be realized or the liability will be settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred income taxes are recognized for all taxable temporary differences, except: • When the deferred income tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. • In respect of taxable temporary differences associated with investments in subsidiaries and interests in joint operations, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. 54 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Deferred income tax assets are recognized for all deductible temporary differences and carryforward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carryforward of unused tax credits and unused tax losses can be utilized, except: • When the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. • In respect of deductible temporary differences associated with investments in subsidiaries and interests in joint operations, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that all or part of the deferred income tax asset will be utilized. Unrecognized deferred income tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable the benefit will be recovered. Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to offset current income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. Deferred income tax related to items recognized outside profit or loss is also recognized outside profit or loss. Deferred income tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Income tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognized subsequently if new information about facts and circumstances existing at the acquisition date changed. The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it is incurred during the measurement period or in profit or loss. Revenues, expenses and assets are recognized net of the amount of sales tax, except where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable. Receivables and payables are stated with the amount of sales tax included. The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of accounts receivable or accounts payable and accrued liabilities on the consolidated statements of financial position. (f) Property, plant and equipment: Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing component parts of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of property, plant and equipment are required to be replaced at intervals, ATS derecognizes the replaced part and recognizes the new part with its own associated useful life and depreciation. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in the consolidated statements of income as incurred. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Buildings Production equipment Other equipment 25 to 40 years 3 to 10 years 3 to 10 years Leasehold improvements are amortized over the shorter of the term of the related lease or their remaining useful life on a straight-line basis. ATS AUTOMATION | ANNUAL REPORT 2019 55 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs An item of property, plant and equipment or any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or eventual disposition. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of income when the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed on an annual basis or more frequently if required and adjusted prospectively, if appropriate. (g) Leases: The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date, whether fulfillment of the arrangement is dependent on the use of a specific asset or the arrangement conveys a right to use the asset, even if that right is not explicitly specified in an arrangement. Finance leases, which transfer to ATS substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Lease payments are apportioned between finance costs and the reduction of the lease liability to achieve a constant rate of interest on the remaining balance of the liability. Finance costs are recognized in the consolidated statements of income. Leased assets are depreciated over the useful life of the asset. However, if there is no reasonable certainty that ATS will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term. Leases where ATS does not assume substantially all of the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognized as an expense in the consolidated statements of income on a straight-line basis over the lease term. (h) Borrowing costs: Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period in which they occur. (i) Intangible assets: Acquired intangible assets are primarily software, patents, customer relationships, brands, technologies and licenses. Intangible assets acquired separately are initially recorded at fair market value and subsequently at cost less accumulated amortization and impairment losses. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized over their useful economic lives, ranging from 1 to 20 years, on a straight-line basis. Intangible assets with finite lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as a change in accounting estimate. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of income in the expense category consistent with the function of the intangible assets. Intangible assets with indefinite useful lives are not amortized. The Company assesses the indefinite life at each reporting date to determine if there is an indication that an intangible asset may be impaired. If any indication exists, or when annual impairment testing for the intangible asset is required, the Company estimates the recoverable amount at the CGU level to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. An asset is impaired when the recoverable amount is less than its carrying amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or its value in use. Impairment losses relating to intangible assets are evaluated for potential reversals when events or changes in circumstances warrant such consideration. 56 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statements of income when the asset is derecognized. Research and development expenditures Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset only when the following conditions are demonstrated: • The technical feasibility of completing the intangible asset so that it will be available for use or sale. • The Company’s intention to complete and its ability to use or sell the intangible asset. • How the asset will generate future economic benefits. • The availability of resources to complete the intangible asset. • The ability to measure the expenditures reliably during development. Following initial recognition of the development expenditure as an asset, the cost model is applied, requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. In the event that a product program for which costs have been deferred is modified or cancelled, the Company will assess the recoverability of the deferred costs and, if considered unrecoverable, will expense the costs in the period the assessment is made. (j) Financial instruments: Recognition Financial assets and financial liabilities are recognized on the consolidated statements of financial position when the Company becomes a party to the contractual provisions of the instrument. Classification The Company classifies its financial assets and financial liabilities in the following measurement categories: amortized cost, fair value through profit or loss (“FVTPL”), fair value through other comprehensive income (“FVTOCI”), or derivatives designated as a hedging instrument in an effective hedge. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial assets are measured at amortized cost where the business model is to hold the financial asset to collect its contractual cash flows. Financial liabilities are classified to be measured at amortized cost, derivatives designated as a hedging instrument in an effective hedge, or they are designated to be measured subsequently at FVTPL. For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income. The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified. The Company classifies and measures financial assets (excluding derivatives) on initial recognition as described below: • Cash and cash equivalents and restricted cash are classified as and measured at amortized cost. • Accounts receivable are classified as and measured at amortized cost using the effective interest rate method, less any impairment allowance. Accounts receivable are held within a hold-to-collect business model. The Company does not factor or sell any of its trade receivables. Accounts payable and accrued liabilities, bank indebtedness, and long-term debt are classified as other financial liabilities and are measured at amortized cost using the effective interest rate method. ATS AUTOMATION | ANNUAL REPORT 2019 57 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Measurement All financial instruments are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial instruments classified as amortized costs are included with the carrying value of such instruments. Transaction costs directly attributable to the acquisition of financial instruments classified as FVTPL are recognized immediately in profit or loss. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal amounts outstanding, are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at fair value at the end of subsequent accounting periods, with changes recognized in profit or loss or other comprehensive income (irrevocable election at the time of recognition). Designation at FVTOCI is not permitted if the equity investment is held for trading. The cumulative fair value gain or loss will not be reclassified to profit or loss on the disposal of the investments. Derecognition A financial asset is derecognized when the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement, and either the Company has transferred substantially all the risks and rewards of the asset, or ATS has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the consolidated statements of income. Impairment The Company recognizes expected credit losses for trade receivables based on the simplified approach under IFRS 9. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date from the date of the trade receivable. Evidence of impairment may include indications that a debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicates that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. Trade receivables are reviewed qualitatively on a case-by-case basis to determine whether they need to be written off. Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, credit ratings, the existence of third-party insurance, and forward-looking macroeconomic factors in the measurement of the expected credit losses associated with its assets carried at amortized cost. The Company measures expected credit loss by considering the risk of default over the contract period and incorporates forward-looking information into its measurement. 58 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Fair value of financial instruments The Company primarily applies the market approach for recurring fair value measurements. Three levels of inputs may be used to measure fair value: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities Level 2 – inputs other than quoted prices included in Level 1 that are observable or can be corroborated by observable market data Level 3 – unobservable inputs that are supported by no market activity (k) Derivative financial instruments and hedge accounting: The Company may use derivative financial instruments such as forward foreign exchange contracts and cross-currency interest rate swaps to hedge its foreign currency risk. The Company designates certain derivative financial instruments as either fair value hedges, cash flow hedges or hedges of net investments in foreign operations. Derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged and the type of hedge relationship designated. At the inception of the hedging relationship, the Company documents the economic relationship between the hedging instrument and the hedged item including whether the hedging instrument is expected to offset changes in cash flows of hedged items. At the inception of each hedging relationship, the Company documents its risk management objective, its strategy for undertaking various hedge transactions and how the Company will assess the hedging instrument’s effectiveness in offsetting changes in fair value or cash flows of the hedged item attributable to the hedged risk. The hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine whether they have actually been highly effective throughout the financial reporting periods for which they were designated. Hedges that meet the criteria for hedge accounting are accounted for as follows: Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the heading of cash flow reserve, while any ineffective portion is recognized immediately in the consolidated statements of income. Amounts recognized in other comprehensive income and accumulated in equity are transferred to the consolidated statements of income when the hedged item is recognized in profit or loss. These earnings are included within the same line of the consolidated statements of income as the hedged item. Where the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognized in other comprehensive income are transferred at the initial carrying amount of the non-financial asset or liability. If the forecasted transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously recognized in equity is transferred to the consolidated statements of income. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognized in other comprehensive income remains in other comprehensive income until the forecasted transaction or firm commitment affects profit or loss. The Company uses forward foreign exchange contracts as hedges of its exposure to foreign currency risk on anticipated revenues or costs, and cross-currency interest rate swap contracts as hedges of its exposure to foreign-currency- denominated Senior Notes. The Company may use interest rate swap contracts to reduce its exposure to floating interest rates. ATS AUTOMATION | ANNUAL REPORT 2019 59 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Hedges of net investments Hedges of net investments in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for in a way similar to cash flow hedges. Gains or losses on the hedging instrument related to the effective portion of the hedge are recognized in other comprehensive income, while any gains or losses related to the ineffective portion are recognized in the consolidated statements of income. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is transferred to the consolidated statements of income. The Company uses cross-currency interest rate swap contracts as a hedge of its exposure to foreign exchange risk on its investments in foreign subsidiaries. (l) Inventories: Inventories are stated at the lower of cost and net realizable value on a first-in, first-out basis. The cost of raw materials includes purchase cost and costs incurred in bringing each product to its present location and condition. The cost of work in progress and finished goods includes cost of raw materials, labour and related manufacturing overhead, excluding borrowing costs, based on normal operating capacity. Cost of inventories includes the transfer from equity of gains and losses on qualifying cash flow hedges in respect of the purchase of raw materials. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. (m) Impairment of non-financial assets: The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators. Impairment losses, including impairment on inventories, are recognized in the consolidated statements of income in those expense categories consistent with the function of the impaired asset. (n) Provisions: Provisions are recognized when: the Company has a present obligation (legal or constructive) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the consolidated statements of income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. Warranty provisions Provisions for warranty-related costs are recognized when the product is sold or the service provided. Initial recognition is based on historical experience and specific known risks. The initial estimate of warranty-related costs is reviewed at the end of each reporting period and adjusted to reflect the current best estimate. 60 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Restructuring provisions Restructuring provisions are only recognized when general recognition criteria for provisions are fulfilled. Additionally, the Company needs to have in place a detailed formal plan about the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs and the appropriate timeline. The people affected have a valid expectation that the restructuring is being carried out or the implementation has been initiated already. (o) Employee benefits: The Company operates pension plans in accordance with the applicable laws and regulations in the respective countries in which the Company conducts business. The pension benefits are provided through defined benefit and defined contribution plans. The cost of providing benefits under the defined benefit plans is determined separately for each plan using the projected unit credit method, pro-rated on length of service and management’s best estimate assumptions to value its pensions using a measurement date of March 31. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur in other comprehensive income. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset and is recognized in selling, general and administrative expenses in the consolidated statements of income. The past service costs are recognized immediately in profit or loss as an expense. The defined benefit asset or liability comprises the present value of the defined benefit obligation using the current interest rate at the reporting date on high-quality fixed-income investments with maturities that match the expected maturities of the obligation, less the fair value of plan assets out of which the obligations are to be settled. Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance policies. Fair value is based on market price information, and in the case of quoted securities, it is the published bid price. The value of any defined benefit asset recognized is restricted to the sum of any past service costs and actuarial gains and losses not yet recognized and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan. The accounting method for other long-term employee benefit plans is similar to the method used for defined benefit plans, except that all actuarial gains and losses are recognized immediately in the consolidated statements of income. (p) Stock-based payments: The Company operates both equity-settled and cash-settled stock-based compensation plans under which the entity receives services from employees as consideration for equity instruments (options) of the Company or cash payments. For equity-settled plans, namely the Employee Share Purchase Plan and the Stock Option Plan, the fair value determined at the grant date is expensed on a proportionate basis consistent with the vesting features of each grant and incorporates an estimate of the number of equity instruments that will ultimately vest. The total amount to be expensed is determined by reference to the fair value of the stock options granted, excluding the impact of any non-market service and performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period). At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest based on the non-market vesting conditions. The impact of the revision of the original estimates, if any, is recognized in the consolidated statements of income with a corresponding adjustment to equity. The proceeds received are credited to share capital and share premiums when the stock options are exercised. For cash-settled plans, namely the Deferred Stock Unit Plan, the Share Appreciation Rights and the Restricted Share Units, the expense is determined based on the fair value of the liability incurred at each award date and at each subsequent consolidated statement of financial position date until the award is settled. The fair value of the liability is measured by applying quoted market prices. Changes in fair value are recognized in the consolidated statements of income in stock-based compensation expense. ATS AUTOMATION | ANNUAL REPORT 2019 61 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs (q) Standard adopted in fiscal 2019: IFRS 15 – Revenue from Contracts with Customers Effective April 1, 2018, the Company adopted IFRS 15 – Revenue from Contracts with Customers (“IFRS 15”), which establishes a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. Under IFRS 15, revenues are recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recognizing revenues. The Company adopted the standard in accordance with the modified retrospective transitional approach. There were no transitional adjustments or changes to the Company’s revenue recognition policies required on adoption of this standard. The transition to the new standard required additional disclosures as outlined in note 21. The Company applied certain practical expedients, as permitted by the standard in determining the impact on transition. The Company has not assessed completed contracts before the date of transition. The Company’s accounting policy for revenue recognition is described in note 3(c) “Revenue.” The standard required contract assets and contract liabilities to be separately presented in the consolidated statement of financial position. Contract assets represent the right to consideration in exchange for goods or services that have been transferred to a customer. Contract liabilities represent the obligation to transfer goods and services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. Previously, the Company recognized contract assets as “costs and earnings in excess of billings on contracts in progress” and contract liabilities as “billings in excess of costs and earnings on contracts in progress.” Based on IFRS 15, contract assets and contract liabilities have been disclosed as current assets and current liabilities, respectively, in the consolidated statement of financial position. (r) 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 ended March 31, 2019 and, accordingly, have not been applied in preparing these consolidated financial statements. This listing is of standards issued that the Company reasonably expects to be applicable at a future date. IFRS 16 – Leases In January 2016, the IASB issued IFRS 16 – Leases (“IFRS 16”), which requires lessees to recognize assets and liabilities for most leases. There are minimal changes to the existing accounting in IAS 17 – Leases from the perspective of lessors. The new standard is effective for annual periods beginning on or after January 1, 2019. The Company plans to adopt the standard for the annual period beginning on April 1, 2019 using a modified retrospective approach. Upon adoption of IFRS 16, the Company expects to recognize right of use assets and a corresponding lease liability in the range of $68,000 to $73,000 on the consolidated statements of financial position, primarily related to leased buildings and vehicles. The Company also expects to recognize higher depreciation expenses and finance costs under this new standard offset by lower operating lease expenses. The quantitative impact of adopting IFRS 16 will be provided in the Company’s Q1 2020 interim financial statements. 4. Critical accounting estimates and assumptions The preparation of the Company’s consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the end of the reporting period. However, uncertainty about these estimates, judgments and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. The Company based its estimates, judgments and assumptions on parameters available when the 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. 62 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs The following are the critical judgments, estimates and assumptions that have been made in applying the Company’s accounting policies and that have the most significant effect on the amounts in the consolidated financial statements: (a) Revenue recognition and contracts in progress: Revenues from construction contracts are recognized on a percentage of completion basis as outlined in note 3(c) “Revenue.” In applying the accounting policy on construction contracts, judgment is required in determining the expected profitability of the contract and the estimated costs to complete a contract. These factors are reviewed at each reporting period and by their nature may give rise to income volatility. (b) Income taxes: Income tax assets and liabilities are measured at the amount that is expected to be realized or incurred upon ultimate settlement with taxation authorities. Such assessments are based upon the applicable income tax legislation, regulations and interpretations, all of which may be subject to change and interpretation. Deferred income tax assets, disclosed in note 17, are recognized to the extent that it is probable that taxable income will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred income tax assets that can be recognized based upon the likely timing and level of future taxable income together with future tax planning strategies. If the assessment of the Company’s ability to utilize the deferred income tax asset changes, the Company would be required to recognize more or fewer deferred income tax assets, which would increase or decrease income tax expense in the period in which this is determined. The Company establishes provisions based on reasonable estimates for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience of previous taxation audits and differing interpretations of tax regulations by the taxable entity and the respective tax authority. These provisions for uncertain tax positions are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all the relevant factors. The Company reviews the adequacy of these provisions at each quarter; however, it is possible that at some future date an additional liability could result from audits by the taxation authorities. Where the final tax outcome of these matters is different from the amount initially recorded, such differences will affect the tax provisions in the period in which such determination is made. (c) Stock-based payment transactions: The Company measures the cost of transactions with employees by reference to the fair value of the equity instruments. Estimating fair value for stock-based payment transactions requires the determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the future forfeiture rate, the expected life of the share option, weighted average risk-free interest rate, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for stock-based payment transactions are disclosed in note 18. (d) Employee benefits: The cost of defined benefit pension plans, the cost of other long-term employee benefit plans and the present value of the pension obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. In determining the appropriate discount rate, management considers the interest rates of corporate bonds in the respective currency, with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables for the specific country. Future salary increases and pension increases are based on expected future inflation rates for the respective country. Further details about the assumptions used are provided in note 14. ATS AUTOMATION | ANNUAL REPORT 2019 63 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs (e) Fair value measurement: Acquisitions that meet the definition of a business combination require the Company to recognize the assets acquired and liabilities assumed at their fair value on the date of the acquisition. The calculation of fair value of the assets and liabilities may require the use of estimates and assumptions, based on discounted cash flows, market information and using independent valuations and management’s best estimates. 5. Acquisitions (i) On October 31, 2018, the Company completed its acquisition of 100% of the shares of Konstruktion, Maschinen- & Werkzeugbau GmbH & Co. KG, and KMW GmbH (collectively, “KMW”). KMW is a German-based supplier of custom micro-assembly systems and test equipment solutions. The total purchase price was $27,326 (18,330 Euro). Cash consideration paid in the third quarter of fiscal 2019 was $24,506 (16,438 Euro) with the balance to be paid within 18 months from the acquisition date. The balance to be paid is included in accounts payable and accrued liabilities on the consolidated statements of financial position. Cash used in investing activities was determined as follows: Cash consideration Less: cash acquired $ $ 24,506 (227) 24,279 The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon the estimated fair values at the date of acquisition. The Company determined the fair values based on discounted cash flows, market information, and using independent valuations and management’s best estimates. Final valuations of certain assets including property, plant and equipment are not yet complete due to an outstanding third-party valuation report and the inherent complexity associated with valuations. Therefore, the purchase price allocation is preliminary and is subject to adjustment upon completion of the valuation process and analysis of resulting tax effects. The preliminary allocation of the purchase price at fair value is as follows: Purchase price allocation Cash Current assets Property, plant and equipment Intangible assets with a definite life Customer relationships Other Current liabilities Deferred income tax liability Net identifiable assets Residual purchase price allocated to goodwill $ $ 227 5,747 4,552 1,300 79 (2,153) (386) 9,366 17,960 27,326 Current assets include accounts receivable of $3,180, representing gross contractual amounts receivable of $3,219 less management’s best estimate of the contractual cash flows not expected to be collected of $39. 64 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs The primary factors that contributed to a residual purchase price that resulted in the recognition of goodwill are: the acquired workforce; access to growth opportunities in new markets and with existing customers; and the combined strategic value to the Company’s growth plan. The amounts assigned to goodwill and intangible assets are not expected to be deductible for tax purposes. This acquisition was accounted for as a business combination with the Company as the acquirer of KMW. The purchase method of accounting was used and the earnings have been consolidated from the acquisition date, October, 31, 2018. (ii) On February 28, 2019, the Company completed its acquisition of 100% of the shares of Comecer S.p.A. (“Comecer”), a leader in the design, engineering, manufacture and servicing of advanced aseptic containment and processing systems for the nuclear medicine and pharmaceutical industries. The total purchase price was $170,456 (113,000 Euro) less working capital and net debt adjustments resulted in cash consideration paid in the fourth quarter of fiscal 2019 was $143,349 (95,030 Euro). Working capital and net debt are subject to finalization. Cash used in investing activities was determined as follows: Cash consideration Less: cash acquired $ $ 143,349 (11,277) 132,072 The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon the estimated fair values at the date of acquisition. The fair value of the assets acquired and the liabilities assumed have been determined on a provisional basis based on information that is currently available to the Company. Final valuations of certain assets including working capital, intangible assets, and property, plant and equipment are not yet complete due to the inherent complexity associated with valuations. Specifically, a third-party valuation report has not been finalized. Therefore, the purchase price allocation is preliminary and is subject to adjustment upon completion of the valuation process and analysis of resulting tax effects. The preliminary allocation of the purchase price at fair value is as follows: Purchase price allocation Cash Current assets Property, plant and equipment Intangible assets with a definite life Technology Brands Customer relationships Other Current liabilities Deferred income tax liability Other long-term liabilities Net identifiable assets Residual purchase price allocated to goodwill $ 11,277 48,405 3,479 37,410 32,583 6,184 4,378 (68,081) (22,428) (2,318) 50,889 92,460 $ 143,349 Current assets include accounts receivable of $24,878, representing gross contractual amounts receivable of $27,078 less management’s best estimate of the contractual cash flows not expected to be collected of $2,200. ATS AUTOMATION | ANNUAL REPORT 2019 65 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs The primary factors that contributed to a residual purchase price that resulted in the recognition of goodwill are: the acquired workforce; access to growth opportunities in new markets and with existing customers; and the combined strategic value to the Company’s growth plan. The amounts assigned to goodwill and intangible assets are not expected to be deductible for tax purposes. This acquisition was accounted for as a business combination with the Company as the acquirer of Comecer. The purchase method of accounting was used and the earnings have been consolidated from the acquisition date, February 28, 2019. Comecer has contributed approximately $8,669 in revenue and $50 in net income during the month ended March 31, 2019. If Comecer had been acquired at the beginning of ATS’ fiscal year (April 1, 2018), the Company estimates that revenues of the combined Comecer and ATS entity for the year ending March 31, 2019 would have been approximately $102,000 higher. 6. Inventories As at Raw materials Work in progress Finished goods March 31, 2019 March 31, 2018 $ $ 29,462 35,878 2,658 67,998 $ $ 15,880 40,858 1,771 58,509 The amount charged to net income and included in cost of revenues for the write-down of inventories for valuation issues during the year ended March 31, 2019 was $346 (March 31, 2018 – $428). The amount of inventories carried at net realizable value as at March 31, 2019 was $1,166 (March 31, 2018 – $1,336). 7. Deposits, prepaids and other assets As at Prepaid assets Restricted cash(i) Supplier deposits Forward foreign exchange contracts Other assets March 31, 2019 March 31, 2018 $ 13,819 $ 447 12,373 2,080 – 9,399 477 10,396 2,213 25 $ 28,719 $ 22,510 (i) Restricted cash primarily consists of cash collateralized to secure letters of credit. 8. Cross-currency interest rate swap As at Cross-currency interest rate swap instrument March 31, 2019 March 31, 2018 $ (4,217) $ (30,908) Disclosed as: Other assets Other long-term liabilities $ $ 2,446 (6,663) (4,217) $ $ – (30,908) (30,908) On March 29, 2016, the Company entered into a cross-currency interest rate swap instrument to swap U.S. $150,000 into Canadian dollars to hedge a portion of its foreign exchange risk related to its U.S.-dollar-denominated Senior Notes. The Company receives interest of 6.50% U.S. per annum and pays interest of 6.501% Canadian. On March 29, 2016, 66 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs the Company entered into a cross-currency interest rate swap instrument to swap 134,084 Euros into Canadian dollars to hedge a portion of the foreign exchange risk related to its Euro-denominated net investment. The Company receives interest of 6.501% Canadian per annum and pays interest of 5.094% Euros. The terms of the hedging relationships will end on June 15, 2023. 9. Property, plant and equipment Note Land Buildings and leaseholds Production equipment Other equipment Total Cost: Balance, at March 31, 2017 $ 16,426 $ 69,030 $ 13,972 $ 42,626 $ 142,054 Additions Disposals – 3,406 2,043 14,402 19,851 (257) (3,663) (1,351) (2,691) (7,962) Exchange and other adjustments 5,242 3,066 953 2,563 11,824 Balance, at March 31, 2018 $ 21,411 $ 71,839 $ 15,617 $ 56,900 $ 165,767 Additions – 5,610 2,673 12,813 21,096 Acquisition of subsidiaries 5 629 5,027 957 1,418 8,031 Disposals (422) (3,319) (1,931) (3,619) (9,291) Exchange and other adjustments (557) 3,864 (20) (7,031) (3,744) Balance, at March 31, 2019 $ 21,061 $ 83,021 $ 17,296 $ 60,481 $ 181,859 Buildings and leaseholds Production equipment Other equipment Land Total Depreciation: Balance, at March 31, 2017 $ – $ (36,898) $ (10,651) $ (25,272) $ (72,821) Depreciation expense Disposals Exchange and other adjustments – – – (2,834) (928) (6,590) (10,352) 3,240 1,324 2,397 6,961 (1,999) (724) (1,730) (4,453) Balance, at March 31, 2018 $ – $ (38,491) $ (10,979) $ (31,195) $ (80,665) Depreciation expense Disposals Exchange and other adjustments Balance, at March 31, 2019 Net book value: At March 31, 2019 At March 31, 2018 $ $ $ – – – (3,365) (1,241) (7,531) (12,137) 1,869 1,595 3,289 885 366 608 6,753 1,859 – $ (39,102) $ (10,259) $ (34,829) $ (84,190) 21,061 $ 43,919 $ 7,037 $ 25,652 $ 97,669 21,411 $ 33,348 $ 4,638 $ 25,705 $ 85,102 Included in other equipment as at March 31, 2019 is $2,055 (March 31, 2018 – $5,641) of assets that are under construction and have not been depreciated. ATS AUTOMATION | ANNUAL REPORT 2019 67 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs 10. Goodwill The carrying amount of goodwill acquired through business combinations has been allocated to a group of CGUs that combine to form a single operating segment, Automation Systems, as follows: As at Automation Systems Balance, at April 1 Acquisition of subsidiaries Foreign exchange Balance, at March 31 March 31, 2019 March 31, 2018 $ 551,643 $ 459,159 2019 2018 $ 459,159 $ 423,250 110,420 (17,936) – 35,909 $ 551,643 $ 459,159 The Company performed its annual impairment test of goodwill as at March 31, 2019. The recoverable amount of the group of CGUs is determined based on fair value less costs to sell using a capitalized EBITDA approach. This approach requires management to estimate maintainable future EBITDA and capitalize this amount by rates of return which incorporate the specific risks and opportunities facing the business. EBITDA includes income before income taxes, net finance costs, depreciation and amortization. In determining a maintainable future EBITDA, the historical operating results for the five years ended March 31, 2019 were compared to the budgeted results for the year ending March 31, 2020, as presented to and approved by the Board. Non-recurring and unusual items have been adjusted in order to normalize past EBITDA. Management selected capitalization rates in the range of 8.40% to 9.35% for the calculation of the reasonable range of capitalized EBITDA. As a result of the analysis, management did not identify impairment for this group of CGUs. Management believes that any reasonable possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the group of CGUs. 11. Intangible assets Development projects Note Computer software, licenses and other Technology Customer relationships Brands(i) Total Cost: Balance, at March 31, 2017 $ 15,843 $ 33,177 $ 22,532 $ 176,958 $ 12,754 $ 261,264 Additions Disposals Exchange and other adjustments 3,619 2,505 – – (316) (3,272) – – – – 6,124 (3,588) 870 1,991 2,312 16,383 1,528 23,084 Balance, at March 31, 2018 $ 20,332 $ 37,357 $ 21,572 $ 193,341 $ 14,282 $ 286,884 Additions Acquisition of subsidiaries 5 Disposals Exchange and other adjustments 4,215 – – 5,470 4,457 (1,448) 10,139 37,410 – – – 7,484 32,583 19,824 81,934 – – (1,448) (690) (724) (1,267) (8,097) (1,018) (11,796) Balance, at March 31, 2019 $ 23,857 $ 45,112 $ 67,854 $ 192,728 $ 45,847 $ 375,398 68 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Computer software, licenses and other Development projects Technology Customer relationships Brands Total Amortization: Balance, at March 31, 2017 $ (6,240) $ (21,189) $ (13,097) $ (64,669) $ Amortization Disposals Exchange and other adjustments (1,925) (3,824) (3,039) (17,527) – 311 3,272 – (324) (1,296) (1,402) (7,066) Balance, at March 31, 2018 $ (8,489) $ (25,998) $ (14,266) $ (89,262) $ – – – – – $ (105,195) (26,315) 3,583 (10,088) $ (138,015) Amortization Disposals Exchange and other adjustments (3,172) (4,443) (2,572) (17,973) (2,094) (30,254) – 1,346 – – 146 652 652 3,994 – 26 1,346 5,470 Balance, at March 31, 2019 $ (11,515) $ (28,443) $ (16,186) $ (103,241) $ (2,068) $ (161,453) Net book value: At March 31, 2019 At March 31, 2018 $ 12,342 $ 16,669 $ 51,668 $ 89,487 $ 43,779 $ 213,945 $ 11,843 $ 11,359 $ 7,306 $ 104,079 $ 14,282 $ 148,869 (i) At April 1, 2018, the Company assessed a portion of its brand intangible assets to have a remaining useful life of three years. Previously, these assets were estimated to have indefinite useful lives. The carrying amount of the intangible assets estimated to have an indefinite life as at March 31, 2019 was $40,751 (March 31, 2018 – $14,282). On December 6, 2018, the Company acquired substantially all of the intellectual property assets of Transformix Engineering Inc. (“Transformix”). Transformix’s CNCAssembly system, based on its patented Rapid Speed Matching technology, provides a method of linking and synchronizing the movements of devices and tooling to enable faster and more efficient assembly systems. Total consideration included $10,000 paid upon closing from the Company’s cash holdings. The acquired intellectual property asset is included in technology additions at March 31, 2019. Amortization of the intangible asset will begin when the asset is available for use which is expected to be in the second half of fiscal 2020. Over the next five years, potential future payments of up to $20,000 are payable based on sales which incorporate the acquired intellectual property assets. The commission expenses will be recognized as they are incurred. Research and development costs that are not eligible for capitalization have been expensed and are recognized in cost of revenues. The Company performed its annual impairment test of indefinite-lived intangible assets as at March 31, 2019. The recoverable amount of the related CGU was estimated based on a value-in-use calculation using the present value of the future cash flows expected to be derived by the related subsidiaries. This approach requires management to estimate cash flows that include EBIT less income taxes, depreciation and amortization and capital expenditures. In determining future cash flows, the budgeted results for the year ending March 31, 2020, as presented to and approved by the Board, were extrapolated for a five-year period. Management used a pre-tax discount of 15% to determine the present value of the future cash flows. As a result of the analysis, management did not identify an impairment of the intangible assets and any reasonable change in assumptions would not result in impairment. ATS AUTOMATION | ANNUAL REPORT 2019 69 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs 12. Financial instruments and risk management (a) Summary of financial instruments: (i) Categories of financial instruments: The carrying values of the Company’s financial instruments are classified into the following categories: As at Fair value through profit or loss Amortized cost Fair value through other comprehensive income Financial assets: Cash and cash equivalents $ Trade accounts receivable Financial liabilities: Bank indebtedness Trade accounts payable and accrued liabilities Long-term debt Derivative instruments: Held for trading derivatives that are not designated in hedge accounting relationships – loss(i) Derivative instruments in designated hedge accounting relationships – loss(i) Cross-currency interest rate swap – loss(ii) – – – – – (75) – – $ 224,540 $ 198,336 (1,950) (213,645) (346,797) – – – March 31, 2019 Total carrying value $ 224,540 198,336 (1,950) (213,645) (346,797) (75) (74) – – – – – – (74) (4,217) (4,217) (i) Derivative financial instruments in a gain position are included in deposits, prepaids and other assets, and derivative financial instruments in a loss position are included in accounts payable and accrued liabilities on the consolidated statements of financial position. (ii) The cross-currency interest rate swap instrument in a gain position is included in other assets on the consolidated statements of financial position. The cross-currency interest rate swap instrument in a loss position is included in other long-term liabilities on the consolidated statements of financial position. 70 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs As at Fair value through profit or loss Amortized cost Fair value through other comprehensive income Financial assets: Cash and cash equivalents $ Trade accounts receivable Financial liabilities: Bank indebtedness Trade accounts payable and accrued liabilities Long-term debt Derivative instruments: Held for trading derivatives that are not designated in hedge accounting relationships – loss(i) Derivative instruments in designated hedge accounting relationships – loss(i) Cross-currency interest rate swap – loss(ii) – – – – – (1,501) – – $ 330,148 $ 195,329 (2,668) (187,150) (315,522) – – – March 31, 2018 Total carrying value $ 330,148 195,329 (2,668) (187,150) (315,522) (1,501) – – – – – – (55) (55) (30,908) (30,908) (i) Derivative financial instruments in a gain position are included in deposits, prepaids and other assets, and derivative financial instruments in a loss position are included in accounts payable and accrued liabilities on the consolidated statements of financial position. (ii) The cross-currency interest rate swap instrument in a gain position is included in other assets on the consolidated statements of financial position. The cross-currency interest rate swap instrument in a loss position is included in other long-term liabilities on the consolidated statements of financial position. During the years ended March 31, 2019 and March 31, 2018, there were no changes in the classification of financial assets as a result of a change in the purpose or use of those assets. (ii) Fair value measurements: The following table summarizes the Company’s financial instruments that are carried or disclosed at fair value and indicates the fair value hierarchy that reflects the significance of the inputs used in making the measurements: As at March 31, 2019 Carrying value Level 1 Level 2 Level 3 Fair value total Measured at fair value: Held for trading derivatives that are not designated in hedge accounting relationships Derivative instruments in designated hedge accounting relationships $ (75) $ – $ (75) $ – $ (75) (74) – (74) – (74) Cross-currency interest rate swap (4,217) – (4,217) – (4,217) Disclosed at fair value: Bank indebtedness Long-term debt (1,950) – (1,950) – (1,950) (346,797) – (346,797) – (346,797) ATS AUTOMATION | ANNUAL REPORT 2019 71 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs As at March 31, 2018 Carrying value Level 1 Level 2 Level 3 Fair value total Measured at fair value: Held for trading derivatives that are not designated in hedge accounting relationships Derivative instruments in designated hedge accounting relationships Cross-currency interest rate swap Disclosed at fair value: Bank indebtedness Long-term debt $ (1,501) $ – $ (1,501) $ – $ (1,501) (55) (30,908) (2,668) (315,522) – (55) – (55) – (30,908) – (30,908) – (2,668) – (315,522) – (2,668) – (315,222) The estimated fair values of cash and cash equivalents, accounts receivable, bank indebtedness, accounts payable and accrued liabilities approximate their respective carrying values due to the short period to maturity. The estimated fair value of long-term debt approximates the carrying value due to interest rates approximating current market values. Derivative financial instruments are carried at fair value. The fair value of the Company’s derivative instruments is estimated using a discounted cash flow technique incorporating inputs that are observable in the market or can be derived from observable market data. The derivative contract counterparties are highly rated multinational financial institutions. During the years ended March 31, 2019 and March 31, 2018, there were no transfers between Level 1 and Level 2 fair value measurements. (b) Risks arising from financial instruments and risk management: The Company manages its market risk through the use of various financial derivative instruments. The Company uses these instruments to mitigate exposure to fluctuations in foreign exchange rates. The Company’s strategy, policies and controls are designed to ensure that the risks it assumes comply with the Company’s internal objectives and its risk tolerance. The Company does not enter into derivative financial agreements for speculative purposes. As such, any change in cash flows associated with derivative instruments is designed to be offset by changes in cash flows of the relevant risk being hedged. When appropriate, the Company applies hedge accounting. Hedging does not guard against all risks and is not always effective. The Company may recognize financial losses as a result of volatility in the market values of these contracts. The fair values of these instruments represent the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. The fair value of these derivatives is determined using valuation techniques such as discounted cash flow analysis. The valuation technique incorporates all factors that would be considered in setting a price, including the Company’s own credit risk as well as the credit risk of the counterparty. Foreign currency risk The Company transacts business in multiple currencies, the most significant of which are the Canadian dollar, the U.S. dollar and the Euro. As a result, the Company has foreign currency exposure with respect to items denominated in foreign currencies that may have an impact on operating results and cash flows. The types of foreign exchange risk can be categorized as follows: 72 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Translation exposure Each foreign operation’s assets and liabilities are translated from the subsidiary’s functional currency into Canadian dollars using the exchange rates in effect at the consolidated statement of financial position date. Unrealized translation gains and losses are deferred and included in accumulated other comprehensive income. The cumulative currency translation adjustments are recognized in income when there has been a reduction in the net investment in the foreign operations. Foreign currency risks arising from the translation of assets and liabilities of foreign operations into the Company’s functional currency are hedged under certain circumstances. The Company has assessed the net foreign currency exposure of operations relative to their own functional currency. A fluctuation of +/- 5% in the Euro and U.S. dollar, provided as an indicative range in a volatile currency environment, would, everything else being equal, have an effect on accumulated other comprehensive income for the year ended March 31, 2019 of approximately +/- $58,927 and $6,777, respectively (2018 +/- $26,914 and $7,191), and on income before income taxes for the year ended March 31, 2019 of approximately +/- $187 and $342, respectively (2018 +/- $373 and $494). Foreign-currency-based earnings are translated into Canadian dollars each period at prevailing rates. As a result, fluctuations in the value of the Canadian dollar relative to these other currencies will impact reported net income. Transaction exposure The Company generates significant revenues in foreign currencies, which exceed the natural hedge provided by purchases of goods and services in those currencies. The Company’s risk management objective is to reduce cash flow risk related to foreign-currency-denominated cash flows. In order to manage foreign currency exposure in subsidiaries that have transaction exposure in currencies other than the subsidiary’s functional currency, the Company enters into forward foreign exchange contracts. The timing and amount of these forward foreign exchange contracts are estimated based on existing customer contracts on hand or anticipated, current conditions in the Company’s markets and the Company’s past experience. As such, there is not a material transaction exposure. The Company’s U.S.-dollar-denominated Senior Notes are translated into Canadian dollars at the foreign exchange rate in effect at the consolidated statement of financial position dates. As a result, the Company is exposed to foreign currency translation gains and losses. The Company uses cross-currency interest rate swaps as derivative financial instruments to hedge a portion of its foreign exchange risk related to the Senior Notes. The balance of the Senior Notes is designated as a hedge of the U.S.-dollar-denominated net investment in foreign operations. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In relation to its debt financing, the Company is exposed to changes in interest rates, which may impact the Company’s borrowing costs. Floating rate debt exposes the Company to fluctuations in short-term 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, including credit margin, term and basis. The risk management objective is to minimize the potential for changes in interest rates to cause adverse changes in cash flows to the Company. As at March 31, 2019, $1,950 or 1.0% (March 31, 2018 – $2,668 or 1.0%) of the Company’s total debt is subject to movements in floating interest rates. A +/- 1% change in interest rates in effect for the fiscal year would, all things being equal, have an impact of +/- $20 on income before income taxes for the year ended March 31, 2019 (March 31, 2018 +/- $27). Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to credit risk consist mainly of cash and cash equivalents, accounts receivable and derivative financial instruments. The carrying values of these assets represent management’s assessment of the associated maximum exposure to such credit risk. Cash and cash equivalents are held by major financial institutions. 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 ATS AUTOMATION | ANNUAL REPORT 2019 73 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs industry or geographic region represents significant credit risk. Credit risk concentration with respect to trade receivables is mitigated by the Company’s client base being primarily large, multinational customers and a portion of these balances being insured by a third party. Trade receivables – aged by due date as at Current 1–30 days 31–60 days 61–90 days Over 90 days Total March 31, 2019 March 31, 2018 $ 161,130 $ 161,791 17,185 3,988 3,080 15,843 20,982 4,236 4,040 7,158 $ 201,226 $ 198,207 The movement in the Company’s allowance for doubtful accounts for the years ended March 31 was as follows: Balance, at April 1 Provision for doubtful accounts Amounts written off Recoveries Foreign exchange Balance, at March 31 $ $ 2019 2,878 1,199 (1,172) (58) 43 2018 1,759 2,279 (921) (321) 82 $ 2,890 $ 2,878 The Company minimizes credit risk associated with derivative financial instruments by only entering into derivative transactions with highly rated multinational financial institutions, in order to reduce the risk of counterparty default. The Company reviews counterparty credit ratings on a regular basis and sets credit limits when deemed necessary. Liquidity risk Liquidity risk is the risk that the Company may encounter difficulties in meeting obligations associated with financial liabilities. The Company’s process for managing liquidity risk includes ensuring, to the extent possible, that it will have sufficient liquidity to meet its liabilities when they become due. The Company requires authorizations for expenditures on projects and prepares annual capital expenditure budgets to assist with the management of capital. The Company’s accounts payable primarily have contractual maturities of less than 90 days, and the contractual cash flows equal their carrying values. Trade payables – aged by due date as at March 31, 2019 March 31, 2018 0–30 days 31–60 days 61–90 days Over 90 days Total $ 62,190 15,987 6,487 2,148 $ 60,848 11,274 3,203 1,656 $ 86,812 $ 76,981 As at March 31, 2019, the Company was holding cash and cash equivalents of $224,540 (March 31, 2018 – $330,148) and had unutilized lines of credit of $632,618 (March 31, 2018 – $656,267). The Company expects that continued cash flows from operations in fiscal 2019, together with cash and cash equivalents on hand and available credit facilities, will be more than sufficient to fund its requirements for investments in working capital, property, plant and equipment and strategic investments including some potential acquisitions, and that the Company’s credit ratings provide reasonable access to capital markets to facilitate future debt issuance. The Company’s long-term debt obligations and scheduled interest payments are presented in note 15. 74 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs (c) Hedge accounting and risk management contracts: Cash flow hedges – foreign currency risk of forecasted purchases and sales The Company manages foreign exchange risk on its highly probable forecasted revenue and purchase transactions denominated in various foreign currencies. The Company has identified foreign exchange fluctuation risk as the hedged risk. To mitigate the risk, forward currency contracts are designated as the hedging instrument and are entered into to hedge a portion of the purchases and sales. The forward currency contracts limit the risk of variability in cash flows arising from foreign currency fluctuations. The Company has established a hedge ratio of 1:1 for all of its hedging relationships. The Company has identified counterparty credit risk as the only potential source of hedge ineffectiveness. Cash flow hedges – foreign currency risk on foreign-currency-denominated Senior Notes The Company uses cross-currency interest rate swaps as derivative financial instruments to hedge a portion of its foreign exchange risk related to its U.S.-dollar-denominated Senior Notes. On March 29, 2016, the Company entered into a cross-currency interest rate swap instrument to swap U.S. $150,000 into Canadian dollars. The Company will receive interest of 6.50% U.S. per annum and pay interest of 6.501% Canadian. The terms of the hedging relationship will end on June 15, 2023. The Company has established a hedge ratio of 1:1 for all of its hedging relationships. The Company has identified counterparty credit risk as the only potential source of hedge ineffectiveness. During the years ended March 31, 2019 and March 31, 2018, there were no unrealized gains or losses recognized in selling, general and administrative expenses for the ineffective portion of cash flow hedges. Hedge of Euro-denominated net investment in foreign operations The Company manages foreign exchange risk on its Euro-denominated net investments. The Company uses a cross- currency interest rate swap as a derivative financial instrument to hedge a portion of the foreign exchange risk related to its Euro-denominated net investment. On March 29, 2016, the Company entered into a cross-currency interest rate swap instrument to swap 134,084 Euros into Canadian dollars. The Company will receive interest of 6.501% Canadian per annum and pay interest of 5.094% Euro. The terms of the hedging relationship will end on June 15, 2023. The Company has established a hedge ratio of 1:1 for all of its hedging relationships. The Company has identified counterparty credit risk as the only potential source of hedge ineffectiveness. The following table summarizes the Company’s outstanding cash flow hedge positions to buy and sell foreign currencies under forward foreign exchange contracts and cross-currency interest rate swaps: As at Currency sold Derivative hedging instruments(i) Pound sterling U.S. dollars U.S. dollars Euros Euros Cross-currency interest rate swap instruments(ii) U.S. dollars Canadian dollars Carrying amount Hedging instrument Hedged item Cash flow hedge reserves March 31, 2019 Currency bought Nominal amount (in CAD) Assets Liabilities Changes in fair value used for calculating hedge ineffectiveness Changes in fair value used for calculating hedge ineffectiveness For continuing hedges For discontinued hedges Canadian dollars Canadian dollars Euros Canadian dollars U.S. dollars 21,536 81,356 1,122 15,310 9,230 – – – 1,350 – 314 908 51 – 152 314 908 51 1,350 152 314 908 51 1,350 152 Canadian dollars 200,400 2,446 – Euros 200,965 – 6,663 7,826 18,865 7,826 18,865 314 908 51 1,350 152 2,446 6,663 – – – – – – – ATS AUTOMATION | ANNUAL REPORT 2019 75 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs As at Currency sold Derivative hedging instruments(i) U.S. dollars U.S. dollars Euros Euros Canadian dollars Cross-currency interest rate swap instruments(ii) U.S. dollars Canadian dollars Carrying amount Hedging instrument Hedged item Cash flow hedge reserves March 31, 2018 Currency bought Nominal amount (in CAD) Assets Liabilities Changes in fair value used for calculating hedge ineffectiveness Changes in fair value used for calculating hedge ineffectiveness For continuing hedges For discontinued hedges Canadian dollars Euros 69,025 4,535 Canadian dollars 65,339 U.S. dollars Euros 7,308 711 Canadian dollars Euros 193,455 213,006 373 240 – – – – – – – 661 2 6 373 240 661 2 6 373 240 661 2 6 373 240 661 2 6 5,380 25,528 5,420 34,736 5,420 5,380 34,736 25,528 – – – – – – – (i) Derivative hedging instruments in a gain position are included in deposits, prepaids and other assets, and derivative hedging instruments in a loss position are included in accounts payable and accrued liabilities on the consolidated statements of financial position. (ii) The cross-currency interest rate swap instrument in a gain position is included in other assets on the consolidated statements of financial position. The cross-currency interest rate swap instrument in a loss position is included in other long-term liabilities on the consolidated statements of financial position. As at March 31, 2019, the Company is holding the following forward foreign exchange contracts to hedge the exposure on its revenues and purchases: Less than 3 months 3 to 6 months 6 to 9 months 9 to 12 months 1 to 2 years March 31, 2019 Average Average Average Average Currency Nominal hedged Nominal hedged Nominal hedged Nominal hedged Nominal bought amount rate amount rate amount rate amount rate amount Pound sterling Canadian dollars 3,862 1.715 3,575 1.720 6,609 1.726 3,810 1.733 3,679 Canadian dollars 15,818 1.316 13,433 1.317 14,696 1.316 15,364 1.312 22,044 Euros 703 Canadian dollars 3,125 1.186 1.733 142 3,147 1.214 1.607 184 3,972 1.178 1.615 92 5,066 1.188 1.651 – – Average hedged rate 1.741 1.309 – – U.S. dollars 2,958 1.147 4,037 1.154 1,430 1.164 425 1.174 380 1.177 Less than 3 months 3 to 6 months 6 to 9 months 9 to 12 months 1 to 2 years Currency Nominal bought amount Average hedged rate Nominal amount Average hedged rate Nominal amount Average hedged rate Nominal amount Average hedged rate Nominal amount Average hedged rate March 31, 2018 Canadian dollars 22,035 1.276 15,264 1.292 15,347 1.298 13,155 1.305 3,224 1.328 Euros Canadian dollars 2,299 2,327 1.183 1,595 1.182 641 1.158 – – – – 1.667 16,180 1.579 13,296 1.599 11,883 1.607 21,653 1.619 Euros 601 U.S. dollars 3,336 1.575 1.237 110 1,827 1.607 1.246 – – 2,145 1.255 – – – – – – – – As at Currency sold Revenue hedges U.S. dollars U.S. dollars Euros Purchase hedges Euros As at Currency sold Revenue hedges U.S. dollars U.S. dollars Euros Purchase hedges Canadian dollars Euros 76 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs The following summarizes the Company’s amounts included in other comprehensive income that relate to hedge accounting: As at Cash flow hedges Foreign exchange risk: Revenue hedges Purchase hedges Euro net investment hedge As at Cash flow hedges Foreign exchange risk: Revenue hedges Purchase hedges Euro net investment hedge Amount reclassified March 31, 2019 Change in the value Hedge from the cash flow of the hedging ineffectiveness hedge reserve Line item affected instrument recognized in OCI gain (loss) recognized in profit or loss to profit or loss in profit or loss because gain (loss) of the reclassification (126) 145 7,826 – – – (183) (273) Revenues Cost of revenues – Net finance costs March 31, 2018 Change in the value Hedge from the cash flow of the hedging ineffectiveness hedge reserve Line item affected instrument recognized in OCI gain (loss) recognized in profit or loss to profit or loss in profit or loss because gain (loss) of the reclassification Amount reclassified 881 (197) (5,420) – – – (1,205) Revenues 468 – Cost of revenues Net finance costs 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 consolidated statements of income. For the year ended March 31, 2019, the Company recorded risk management losses of $4,365 (losses of $4,132 for the year ended March 31, 2018) on foreign currency risk management forward contracts in the consolidated statements of income. Included in these amounts were unrealized losses of $3,714 (gains of $957 during the year ended March 31, 2018), representing the change in fair value. In addition, during the year ended March 31, 2019, the Company realized losses in foreign exchange of $651 (losses of $5,089 during the year ended March 31, 2018), which were settled. ATS AUTOMATION | ANNUAL REPORT 2019 77 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs 13. Provisions Balance, at March 31, 2017 $ 8,175 $ 978 $ 4,971 $ 14,124 Warranty Restructuring Other Total Provisions made Provisions reversed Provisions used Exchange adjustments 5,543 (2,203) (2,699) 349 11,212 – (6,446) 189 8,923 – (7,986) (12) 25,678 (2,203) (17,131) 526 Balance, at March 31, 2018 $ 9,165 $ 5,933 $ 5,896 $ 20,994 Provisions made Acquisition of subsidiaries Provisions reversed Provisions used Exchange adjustments 3,468 1,337 (2,808) (2,717) (159) 4 – – (5,108) (44) 6,607 – (600) (7,056) 25 10,079 1,337 (3,408) (14,881) (178) Balance, at March 31, 2019 $ 8,286 $ 785 $ 4,872 $ 13,943 Warranty provisions Warranty provisions are related to sales of products and are based on experience reflecting statistical trends of warranty costs. Restructuring Restructuring charges are recognized in the period incurred and when the criteria for provisions are fulfilled. Termination benefits are recognized as a liability and an expense when the Company is demonstrably committed through a formal restructuring plan. Other provisions Other provisions are related to medical insurance expenses that have been incurred during the year but are not yet paid and other miscellaneous provisions. 78 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs 14. Employee benefits The Company operates pension plans for certain of its employees through defined contribution plans, defined benefit plans and other long-term employee benefit plans. The costs associated with defined contribution plans are expensed as incurred. The most recent actuarial valuations of the defined benefit plans and other long-term employee benefit plans were completed as at March 31, 2019. The next valuations are scheduled to be as at March 31, 2020. The changes in the fair value of assets, the employee benefit obligation and the funded status were as follows: As at Accrued benefit obligations: Opening balance Acquisition of subsidiary Interest cost Service cost Assumption changes Transfers and benefits paid Foreign exchange Accrued benefit obligations, ending balance Plan assets: Opening balance Interest income included in net interest expense Company contributions Foreign exchange Plan assets, ending balance Employee benefits liability March 31, 2019 March 31, 2018 $ $ $ $ $ 31,732 1,033 663 216 675 (1,289) (1,079) 31,951 3,581 159 144 (120) 3,764 28,187 $ 29,572 – 744 222 464 (1,322) 2,052 31,732 2,904 162 304 211 3,581 28,151 $ $ $ $ Amounts recognized in the consolidated statements of comprehensive income (before tax) were as follows: As at Total actuarial losses recognized in OCI March 31, 2019 March 31, 2018 $ (675) $ (534) The significant weighted average annual actuarial assumptions used in measuring the accrued benefit obligation were as follows: As at Discount rate Rate of compensation increase Sensitivity analysis March 31, 2019 March 31, 2018 2.2% 0.2% 2.3% 0.3% Significant actuarial assumptions for the determination of the defined benefit obligation are the discount rate and life expectancy. The sensitivity analyses have been performed based on reasonably possible changes in the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. ATS AUTOMATION | ANNUAL REPORT 2019 79 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs As at March 31, 2019, the following quantitative analysis shows changes to the significant actuarial assumptions and the corresponding impact on the accrued benefit obligations: 1% increase Discount rate 1% decrease Life expectancy Increase by 1 year Decrease by 1 year Accrued benefit obligations $ (3,799) $ 4,726 $ 1,040 $ (1,034) The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation from one another as some of the assumptions may be correlated. The weighted average allocations of plan assets were: As at Other March 31, 2019 March 31, 2018 100.0% 100.0% No plan assets were directly invested in the Company’s securities. The net employee benefits expense included the following components: Years ended Defined benefit plans Service cost Interest cost Defined contribution plans Net employee benefits expense March 31, 2019 March 31, 2018 $ $ 216 663 879 3,890 4,769 $ $ 222 744 966 3,170 4,136 The Company expects to contribute $144 to its defined benefit plans during the year ending March 31, 2020. The cumulative actuarial losses, net of income taxes, recognized in retained earnings as at March 31, 2019 were $6,346 (March 31, 2018 – $5,683). 15. Bank indebtedness and long-term debt On July 28, 2017, the Company amended its senior secured credit facility to extend the agreement by three years to mature on August 29, 2021 (the “Credit Facility”). The Credit Facility provides a committed revolving credit facility of $750,000. The Credit Facility is secured by the Company’s assets, including certain real estate in North America and 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 March 31, 2019, the Company had utilized $134,336 under the Credit Facility, by way of letters of credit (March 31, 2018 – $108,541). 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 LIBOR advances, in Swiss francs, Euros and British pounds sterling by way of LIBOR advances and by way of letters of credit for certain purposes in Canadian dollars, U.S. dollars and Euros. 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 80 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs 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 and LIBOR advances, the interest rate is equal to the bankers’ acceptance fee or LIBOR, 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 draw-down under the Credit Facility at rates ranging from 0.29% to 0.68%. The Credit Facility is subject to financial covenants including a net debt-to-EBITDA test and an interest coverage test. Under the terms of the Credit Facility, the Company is restricted from encumbering any assets with certain permitted exceptions. The Credit Facility also limits advances to subsidiaries and partially restricts the Company from repurchasing its common shares and paying dividends. At March 31, 2019, all of the covenants were met. The Company has additional credit facilities available of $38,561 (15,324 Euros, $10,034 U.S., 50,000 Thai Baht and 1,489 Czech Koruna). The total amount outstanding on these facilities at March 31, 2019 was $20,589, of which $1,950 was classified as bank indebtedness (March 31, 2018 – $2,668) and $18,639 was classified as long-term debt (March 31, 2018 – $739). The interest rates applicable to the credit facilities range from 0.60% to 8.25% per annum. A portion of the long-term debt is secured by certain assets of the Company. The Company’s U.S. $250,000 aggregate principal amount of senior notes (the “Senior Notes”) are unsecured, were issued at par, bear interest at a rate of 6.50% per annum and mature on June 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 March 31, 2019, 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 $7,200 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 note 8). (i) Bank indebtedness: As at Other facilities (ii) Long-term debt: As at Senior Notes Other facilities Issuance costs Less: current portion March 31, 2019 March 31, 2018 $ 1,950 $ 2,668 March 31, 2019 March 31, 2018 $ 334,000 $ 322,425 18,639 (5,842) 346,797 18,550 739 (7,642) 315,522 393 $ 328,247 $ 315,129 ATS AUTOMATION | ANNUAL REPORT 2019 81 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Scheduled principal repayments and interest payments on long-term debt as at March 31, 2019 are as follows: Less than one year One–two years Two–three years Three–four years Four–five years 16. Share capital Principal 18,550 $ $ 70 19 – 334,000 $ 352,639 $ Interest 21,899 21,710 21,710 21,710 10,855 97,884 Authorized share capital of the Company consists of an unlimited number of common shares, without par value, for unlimited consideration. On December 3, 2018, the Company announced its intention to make a normal course issuer bid (“NCIB”) to purchase for cancellation up to 3,000,000 common shares before December 4, 2019. As at March 31, 2019 the Company had purchased 2,509,120 common shares for $39,279 under the NCIB program. 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 Toronto Stock Exchange, with consideration allocated to share capital up to the average carrying amount of the shares, and any excess allocated to retained earnings. The weighted average price per share repurchased for the year ended March 31, 2019 was $15.65. The changes in the common shares issued and outstanding during the period presented were as follows: Balance, at March 31, 2017 Exercise of stock options Balance, at March 31, 2018 Exercise of stock options Repurchase of common shares Balance, at March 31, 2019 Number of common shares 93,602,026 399,666 94,001,692 416,842 (2,509,120) $ $ Share capital 543,317 5,430 548,747 7,145 (39,279) 91,909,414 $ 516,613 82 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs 17. 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: Years ended March 31, 2019 March 31, 2018 Income before income taxes and non-controlling interest $ 93,886 $ Combined Canadian basic federal and provincial income tax rate 26.50% 61,696 26.50% Income tax expense based on combined Canadian basic federal and provincial income tax rate Increase (decrease) in income taxes resulting from: Adjustments in respect to current income tax of previous periods Non-taxable income net of non-deductible expenses Recognition/use of previously unrecognized assets Income taxed at different rates and statutory rate changes Manufacturing and processing allowance and all other items At the effective income tax rate of 25% (2018 – 23%) Income tax expense reported in the consolidated statements of income: Current tax expense Deferred tax expense Deferred tax related to items charged or credited directly to equity: Net (loss) gain on revaluation of cash flow hedges Opening deferred tax of acquired company Other items recognized through equity Income tax charged directly to equity $ 24,880 $ 16,349 1,010 (1,727) 976 (476) (1,539) 23,124 9,406 13,718 23,124 (1,943) (22,670) 1,760 $ $ $ $ $ $ $ $ $ (22,853) $ 1,288 (3,181) 939 (71) (837) 14,487 13,621 866 14,487 1,178 – (3,512) (2,334) (ii) Components of deferred income tax assets and liabilities: Deferred income taxes are provided for the differences between accounting and tax bases of assets and liabilities. Deferred income tax assets and liabilities comprise the following: As at March 31, 2019 March 31, 2018 Accounting income not currently taxable $ Intangible assets Investment tax credits taxable in future years when utilized Loss available for offset against future taxable income Property, plant and equipment Scientific research and experimental development expenditures available for offset against future taxable income Other (42,404) (49,680) (12,918) 16,292 4,610 4,785 3,924 $ (33,777) (30,827) (11,903) 14,809 2,003 16,010 3,765 Net deferred income tax liability $ (75,391) $ (39,920) ATS AUTOMATION | ANNUAL REPORT 2019 83 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Presented as: Deferred income tax assets Deferred income tax liabilities Net deferred income tax liability March 31, 2019 March 31, 2018 $ $ 3,194 (78,585) (75,391) $ $ 2,987 (42,907) (39,920) Unrecognized deferred income tax assets: Deferred income tax assets have not been recognized in respect of the following items (gross amount): As at Deductible temporary differences Loss available for offset against future taxable income March 31, 2019 March 31, 2018 $ $ 196 52,028 52,224 $ $ 510 57,876 58,386 Loss carryforwards: As at March 31, 2019, the Company has the following net operating loss carryforwards that are scheduled to expire in the following years: As at Year of expiry 2020–2024 2025–2029 2030–2039 No expiry As at Year of expiry 2020–2024 2025–2029 2030–2038 No expiry March 31, 2019 Non-Canadian Canadian 6,973 5,649 17,665 8,988 39,275 $ – – 42,939 – $ 42,939 March 31, 2018 Non-Canadian Canadian 6,216 4,862 11,271 11,567 33,916 $ – 3,712 43,453 – $ 47,165 $ $ $ $ In addition, the Company has no U.S. federal and state capital loss carryforwards (March 31, 2018 – U.S. $13,456). The Company has Canadian capital loss carryforwards of $288,492 (March 31, 2018 – $288,177) that do not expire. Investment tax credits: As at March 31, 2019, the Company has investment tax credits available to be applied against future taxes payable in Canada of approximately $53,674 and in foreign jurisdictions of approximately $12,287. The investment tax credits are scheduled to expire as follows: Year of expiry 2026–2029 2030–2034 2035–2039 Gross ITC balance $ $ 22,201 20,818 22,942 65,961 The benefit of $62,953 (March 31, 2018 – $57,012) of these investment tax credits has been recognized in the consolidated financial statements. Unrecognized investment tax credits are scheduled to expire between 2026 and 2039. 84 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs (iii): The Company has determined that as of the reporting date, undistributed profits of its subsidiaries will not be distributed in the foreseeable future. (iv): There are temporary differences of $96,896 associated with investments in subsidiaries for which no deferred income tax liability has been recognized. 18. Stock-based compensation Employee Share Purchase Plan Under the terms of the Company’s Employee Share Purchase Plan, qualifying employees of the Company may set aside funds through payroll deductions for an amount up to a maximum of 10% of their base salary or $10,000 in any one calendar year. Subject to the member not making withdrawals from the plan, the Company makes contributions to the plan equal to 20% of a member’s contribution to the plan during the year, up to a maximum of 1% of the member’s salary or $2,000. Shares for the plan may be issued from treasury or purchased in the market as determined by the Company’s Board of Directors. During the years ended March 31, 2019 and March 31, 2018, no shares were issued from treasury related to the plan. Deferred Stock Unit Plan The Company offers a Deferred Stock Unit Plan (“DSU Plan”) for members of the Board. Under the DSU Plan, each non-employee director may elect to receive all or a portion of his or her annual compensation in the form of notional common shares of the Company called deferred stock units (“DSUs”). The issue and redemption prices of each DSU are based on a five-day volume weighted average trading price of the Company’s common shares for the five trading days prior to issuance or redemption. Under the terms of the DSU Plan, directors are not entitled to convert DSUs into cash until retirement from the Board. The value of each DSU, when converted to cash, will be equal to the market value of a common share of the Company at the time the conversion takes place. During the year ended March 31, 2019, the Company granted 50,069 units (March 31, 2018 – 81,436). During the year ended March 31, 2019, 239,597 units (March 31, 2018 – nil), were redeemed upon directors retirement from the Board. As at March 31, 2019, the value of the outstanding liability related to the DSUs was $6,767 (2018 – $9,542). 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 consolidated statements of financial position. The change in the value of the DSU liability is included in the consolidated statements of income in the period of the change. Stock Option Plan The Company uses a stock option plan to attract and retain key employees, officers and directors. Under the Company’s 1995 Stock Option Plan (the “1995 Plan”), the shareholders have approved a maximum of 5,991,839 common shares for issuance, with the maximum reserved for issuance to any one person at 5% of the common shares outstanding at the time of the grant. Time-vested stock options vest over four-year periods. Performance-based stock options vest based on the Company’s stock trading at or above a threshold for a specified number of minimum trading days in a fiscal quarter. For time-vested stock options, the exercise price is the price of the Company’s common shares on the Toronto Stock Exchange at closing for the day prior to the date of the grant. For performance-based stock options, the exercise price is either the price of the Company’s common shares on the Toronto Stock Exchange at closing for the day prior to the date of the grant or the five-day volume weighted average price of the Company’s common shares on the Toronto Stock Exchange prior to the date of the grant. Stock options granted under the 1995 Plan may be exercised during periods not exceeding seven years from the date of grant, subject to earlier termination upon the option holder ceasing to be a director, officer or employee of the Company. Stock options issued under the 1995 Plan are non-transferable. Any stock option granted that is cancelled or terminated for any reason prior to exercise is returned to the pool and becomes available for future stock option grants. In the event that the stock option would otherwise expire during a restricted trading period, the expiry date of the stock option is extended to the 10th business day following the date of expiry of such period. In addition, the 1995 Plan restricts the granting of stock options to insiders that may be under the 1995 Plan. ATS AUTOMATION | ANNUAL REPORT 2019 85 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Under the Company’s 2006 Stock Option Plan (the “2006 Plan”), the shareholders have approved a maximum of 5,159,000 common shares for issuance. The terms of the 2006 Plan are identical to those of the 1995 Plan, except that the maximum number of common shares to be issued pursuant to the issue of options under the 2006 Plan is 5,159,000 common shares. As at March 31, 2019, there are a total of 2,618,691 common shares remaining for future stock option grants under both plans (March 31, 2018 – 2,740,774). Years ended March 31 2019 Weighted average exercise price Number of stock options 2018 Weighted average exercise price Number of stock options Stock options outstanding, beginning of year 1,818,958 $ 12.73 2,274,724 $ 12.60 Granted Exercised(i) Forfeited 199,688 (416,842) (77,606) 20.30 12.98 14.47 300,625 (399,666) (356,725) 12.77 10.36 14.58 Stock options outstanding, end of year 1,524,198 $ 13.61 1,818,958 $ 12.73 Stock options exercisable, end of year, time-vested options Stock options exercisable, end of year, performance-based options 608,781 $ 13.29 738,250 $ 12.97 333,333 $ 11.60 333,333 $ 11.60 (i) For the year ended March 31, 2019, the weighted average share price at the date of exercise was $19.33 (March 31, 2018 – $15.36). As at March 31, 2019 Stock options outstanding Stock options exercisable Range of exercise prices $8.85–$10.50 $10.51–$12.50 $12.51–$14.50 $14.51–$20.30 $8.85–$20.30 Weighted average remaining contractual life Number outstanding 219,000 3.34 years $ 242,167 1.17 years 583,042 3.49 years 479,989 4.37 years 1,524,198 3.38 years $ Weighted average exercise price 10.13 10.60 12.92 17.56 13.61 Number exercisable 118,000 $ 242,167 374,134 207,813 942,114 $ Weighted average exercise price 9.85 10.60 13.20 15.83 12.69 The expense associated with the Company’s performance-based stock options is recognized in income over the estimated assumed vesting period at the time the stock options are granted. Upon the Company’s stock price trading at or above a stock price performance threshold for a specified minimum number of trading days, the options vest. When the performance-based stock options vest, the Company is required to recognize all previously unrecognized expenses associated with the vested stock options in the period in which they vest. 86 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs 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. Years ended March 31 Weighted average risk-free interest rate Dividend yield Weighted average expected volatility Weighted average expected life Number of stock options granted: Time-vested Weighted average exercise price per option Weighted average value per option: Time-vested Restricted Share Unit Plan 2019 2.11% 0% 28% 2018 0.92% 0% 29% 4.75 years 4.75 years 199,688 20.30 5.61 $ $ 300,625 12.77 3.37 $ $ During the year ended March 31, 2019, the Company granted 193,201 time-vesting restricted share units (“RSUs”) (211,398 in the year ended March 31, 2018). The RSUs give the employee the right to receive a cash payment equal to the market value of a common share of the Company. During the year ended March 31, 2019, the Company granted 145,900 performance-based RSUs (211,712 in the year ended March 31, 2018). The performance-based RSUs vest upon successful achievement of certain operational and share price targets. The performance-based RSUs give the employee the right to receive a cash payment based on the market value of a common share of the Company. The weighted average remaining vesting period for the time-vesting RSUs and performance-based RSUs is 1.1 years. The RSU liability is recognized quarterly based on the expired portion of the vesting period and the change in the Company’s stock price. At March 31, 2019, the value of the outstanding liability related to the RSU plan was $8,559 (March 31, 2018 – $5,699). 19. Commitments and contingencies The minimum operating lease payments, related primarily to facilities and equipment, and purchase obligations are as follows: Less than one year One–two years Two–three years Three–four years Four–five years Due in over five years $ Operating leases 12,327 10,176 8,192 5,007 3,228 3,948 Purchase obligations $ 124,183 2,436 1,779 173 174 – $ 42,878 $ 128,745 The Company’s off-balance sheet arrangements consist of purchase obligations and various operating lease financing arrangements related primarily to facilities and equipment, which have been entered into in the normal course of business. The Company’s purchase obligations consist primarily of commitments for materials purchases. ATS AUTOMATION | ANNUAL REPORT 2019 87 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs 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 March 31, 2019, the total value of outstanding letters of credit was approximately $203,254 (March 31, 2018 – $137,148). 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 consolidated financial position. 20. 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 and intangible assets that are attributable to individual geographic segments, based on location of the respective operations. Property, plant and equipment March 31, 2019 Intangible assets $ $ 34,977 14,329 40,276 4,483 3,604 22,353 16,473 95,754 79,232 133 $ 97,669 $ 213,945 March 31, 2018 Property, plant and equipment Intangible assets $ 30,148 15,701 33,748 1,657 3,848 $ 10,147 19,018 118,961 496 247 $ 85,102 $ 148,869 As at Canada United States Germany Other Europe Other Total Company As at Canada United States Germany Other Europe Other Total Company 88 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs Revenues from external customers for the years ended March 31, 2019 March 31, 2018 Canada United States Germany Other Europe Other Total Company $ 91,340 $ 60,988 399,529 342,178 258,193 162,376 436,197 194,726 215,798 207,221 $ 1,253,616 $ 1,114,930 For the year ended March 31, 2019, the Company did not have revenues from any single customer that amounted to 10% or more of total consolidated revenues. For the year ended March 31, 2018, the Company did not have revenues from any single customer that amounted to 10% or more of total consolidated revenues. 21. Revenue from contracts with customers (a) Disaggregation of revenue from contracts with customers: Revenues by market for the years ended Consumer products & electronics Energy Life sciences Transportation Total Company Timing of revenue recognition based on transfer of control for the years ended Goods and services transferred at a point in time Goods and services transferred over time Total Company (b) Backlog: March 31, 2019 March 31, 2018 $ 203,313 $ 160,565 139,507 608,490 302,306 136,950 518,043 299,372 $ 1,253,616 $ 1,114,930 March 31, 2019 March 31, 2018 $ 90,005 $ 79,979 1,163,611 1,034,951 $ 1,253,616 $ 1,114,930 The following table presents the aggregate amount of the revenues expected to be realized in the future from partially or fully unsatisfied performance obligations as at March 31, 2019. The amounts disclosed below represent the value of firm orders and do not include constrained variable consideration or letters of intent. Such orders may be subject to future modifications that could impact the amount and/or timing of revenue recognition. Revenues expected to be recognized in: Less than one year Thereafter Total March 31, 2019 March 31, 2018 $ $ 734,000 169,800 903,800 $ $ 630,000 116,000 746,000 ATS AUTOMATION | ANNUAL REPORT 2019 89 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs (c) Contract balances: As at Trade receivables Contract assets Contract liabilities Unearned revenue(i) Net contract balances March 31, 2019 March 31, 2018 $ 198,336 $ 195,329 213,553 (161,139) (30,475) 164,917 (95,912) (38,542) $ 220,275 $ 225,792 (i) The unearned revenue liability is included in accounts payable and accrued liabilities on the consolidated statement of financial position. During the year ended March 31, 2019, the Company completed its acquisitions of KMW and Comecer which included incremental contract balances as described in note 5. As at Contracts in progress: Costs incurred Estimated earnings Progress billings Net contract assets and liabilities March 31, 2019 March 31, 2018 $ 1,284,332 $ 1,139,038 510,381 1,794,713 (1,742,299) 391,009 1,530,047 (1,461,042) $ 52,414 $ 69,005 During the year ended March 31, 2019, the Company recognized as revenues $128,195 of the opening contract liabilities and unearned revenues at April 1, 2018. 22. Net finance costs Years ended Interest expense Interest income 23. Earnings per share March 31, 2019 March 31, 2018 $ $ 26,017 (5,108) 20,909 $ $ 25,689 (1,923) 23,766 Years ended March 31, 2019 March 31, 2018 Weighted average number of common shares outstanding 93,542,314 93,734,117 Dilutive effect of stock option conversion 508,531 301,083 Diluted weighted average number of common shares outstanding 94,050,845 94,035,200 For the year ended March 31, 2019, stock options to purchase 186,239 common shares are excluded from the weighted average number of common shares in the calculation of diluted earnings per share as they are anti-dilutive (725,000 common shares were excluded for the year ended March 31, 2018). 90 ATS AUTOMATION | ANNUAL REPORT 2019 NOTEs TO cONsOLidATEd fiNANciAL sTATEMENTs 24. Capital management The Company’s capital management framework is designed to ensure the Company has adequate liquidity, financial resources and borrowing capacity to allow financial flexibility and to provide an adequate return to shareholders. The Company defines capital as the aggregate of equity (excluding accumulated other comprehensive income), bank indebtedness, long-term debt and cash and cash equivalents. The Company monitors capital using the ratio of total debt to equity. Total debt includes bank indebtedness and long-term debt as shown on the consolidated statements of financial position. Net debt consists of cash and cash equivalents less total debt. Equity includes all components of equity, less accumulated other comprehensive income. This is unchanged from the previous year. The Company also monitors an externally imposed covenant of debt to EBITDA of not greater than 3 to 1. EBITDA includes income before income taxes, less net finance costs, depreciation and amortization. For the years ended March 31, 2019 and March 31, 2018, the Company operated with a ratio below the externally imposed covenant. The Company is prepared to increase the total debt-to-equity ratio and net debt-to-EBITDA ratio if appropriate opportunities arise. The capital management criteria can be illustrated as follows: As at March 31, 2019 March 31, 2018 Equity excluding accumulated other comprehensive income $ 720,082 $ 682,943 Long-term debt Bank indebtedness Cash and cash equivalents Capital under management Debt-to-equity ratio 346,797 1,950 (224,540) 315,522 2,668 (330,148) $ 844,289 $ 670,985 0.48:1 0.47:1 25. Related party disclosure On April 1, 2014, the Company entered into an agreement with a shareholder, Mason Capital Management, LLC (“Mason Capital”), pursuant to which Mason Capital agreed to provide ATS with ongoing strategic and capital markets advisory services for an annual fee of U.S. $500. As part of the agreement, 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 or as a member of any committee of the Board. The remuneration of the Board and key management personnel is determined by the Board on recommendation from the Human Resources Committee of the Board: As at Short-term employee benefits Fees Stock-based compensation Post-employment benefits Total remuneration March 31, 2019 March 31, 2018 $ $ 6,321 656 5,379 50 5,550 642 4,669 57 $ 12,406 $ 10,918 Stock-based compensation represents the remuneration of the Board and of key management personnel and is reported in the consolidated statements of income as stock-based compensation expense. ATS AUTOMATION | ANNUAL REPORT 2019 91 Board of directors Neil D. Arnold(1 & 3) Mr. Arnold has over 35 years of experience in public company finance and general management. Most recently, he served as Executive Chairman of the Board of Directors of WHX Corp., a public holding company for primary industrial businesses. He also served as Group Finance Director of Lucas Varity, PLC, a public company providing components and systems to the global aerospace and automotive industries with revenues in excess of $7 billion. Prior to that, Mr. Arnold was Chief Financial Officer of Varity Corporation (previously Massey-Ferguson Ltd.). He has served as a director of Lucas Varity and WHX Corp. At present, Mr. Arnold is a Trustee of Pembroke College Foundation of North America Inc. and a Trustee of The Summit Center Foundation, Inc., both charitable organizations. Mr. Arnold earned a Bachelor of Arts in Engineering Science from Pembroke College, Oxford University and is a Fellow of the Chartered Institute of Management Accountants (U.K.). Joanne S. Ferstman(1 & 3) Ms. Ferstman currently serves as a corporate director. She has over 20 years of progressive experience in the financial industry. Over an 18-year period until her retirement in June 2012, she held several leadership positions with the Dundee group of companies, which operated in wealth management, resources and real estate verticals. She was responsible for financial and regulatory reporting and risk management, and was involved in mergers and acquisitions and strategic development. She held the position of Chief Financial Officer for many years and latterly held the positions of Vice Chair of DundeeWealth Inc. and President and Chief Executive Officer of Dundee Capital Markets Inc. Prior to joining the Dundee group of companies, Ms. Ferstman spent five years at a major international accounting firm. She is a Chartered Professional Accountant and has a Bachelor of Commerce and Graduate Diploma in Public Accountancy from McGill University. She currently serves as the Chair of DREAM Unlimited Corp. (a real estate company). She also serves as lead director of Osisko Gold Royalties Ltd. (a mining royalty company) and as a director of Cogeco Communications Inc. (a communications company). Ms. Ferstman was formerly a director of Aimia Inc., Excellon Resources Inc. and Osisko Mining Corporation, and a trustee of DREAM Office REIT and DREAM Industrial REIT. Andrew P. Hider Mr. Hider is the CEO of ATS. He is an experienced executive with a track record of success founded on his ability to drive business growth and operational performance in complex business environments and across multiple industries including transportation, advanced technology, instrumentation and industrial products. Most recently, Mr. Hider served as President and CEO of the Taylor Made Group, LLC, a diversified global leader in the supply of innovative products and systems for marine, transportation, agriculture and construction markets, a position he held from May 2016 through to February 2017. Prior to that, Mr. Hider served for 10 years at Danaher Corporation, a global science and technology company, initially joining Danaher as General Manager and Director of Dover and most recently serving as President of Veeder Root. Mr. Hider began his career with General Electric, serving in a number of areas over a six-year period including manufacturing, project management, procurement and finance, culminating in his appointment as General Manager of GE Tri-Remanufacturing. Mr. Hider holds a Bachelor of Science in Interdisciplinary Engineering and Management and a Master of Business Administration, both from Clarkson University. 92 ATS AUTOMATION | ANNUAL REPORT 2019 BOARd Of diREcTORs Kirsten Lange(1 & 2) Ms. Lange, a German citizen, has 28 years of business experience in top management and in consulting, across many of the geographies ATS serves, including Germany and China. Most recently, she was the CEO of Fritsch Holding AG, a mid-sized German machinery company. Before that, she served as a member of the Management Board of Voith Hydro, where she was responsible for growing the Automation and Service divisions as well as for developing new digital business models. Previous to that, Ms. Lange spent 22 years with the Boston Consulting Group (BCG), based in Munich, Germany, where she worked as a Partner and Managing Director with over 100 companies in sectors such as machine and plant construction, chemicals, automotive, energy, packaged consumer goods and many more. During her time with BCG she spent two years in Shanghai, running the local office and developing the Chinese market. Since 2015, she is a member of the Board of Directors and Audit Committee of Heidelberger Druckmaschinen AG. She is also currently on the Board of Directors of Fritsch Holding AG. Ms. Lange graduated from the University of Munich with a degree in Journalism and earned a Master of Business Administration from INSEAD/France, where she also has been appointed as Adjunct Professor. Michael E. Martino(2) Mr. Martino is a founder and principal of Mason Capital Management LLC. Mr. Martino began his investment career at Oppenheimer & Company where he was responsible for risk arbitrage research; he ended his tenure at Oppenheimer as Executive Director, Risk Arbitrage. He began his business career at GE Capital Corporation where he held positions in information systems and business analysis. He was formerly a director of Spar Aerospace Limited, a publicly traded aerospace company. Mr. Martino graduated from Fairfield University with a degree in Political Science and earned a Master of Business Administration in Finance from New York University’s Stern School of Business. David L. McAusland(3) Mr. McAusland, the Chairman of the Board of Directors, is a corporate advisor, lawyer and experienced corporate director and senior executive. Mr. McAusland is a partner in the law firm McCarthy Tétrault and was previously Executive Vice President, Corporate Development and Chief Legal Officer of Alcan Inc. where he provided leadership on its worldwide mergers, growth strategies, major transactions and capital investments. Mr. McAusland currently acts as director of Cogeco Inc., Cogeco Communications Inc., and IPL Plastics Inc. Mr. McAusland is also involved with several not-for-profit organizations and private companies. Mr. McAusland received his B.C.L. in 1976 and his LL.B. in 1977, both from McGill University. Philip B. Whitehead(4) Mr. Whitehead is an experienced business leader. He is currently Vice President and Corporate Officer of the Danaher Corporation, a global science and technology company, and Chairman of Danaher’s European Board. Since joining Danaher in 1992, Mr. Whitehead has held a number of executive and operational roles beginning with Managing Director of Veeder Root Europe. In his current position, he leads Danaher’s mergers and acquisition activity in Europe and supports the corporation’s growth initiatives in selected high growth markets. Earlier in his career, Mr. Whitehead worked in senior sales and marketing roles at Proctor and Gamble, Hovis Marketing and Unilever. He also operated his own management consultancy business. Mr. Whitehead has a Diploma in Marketing, Accounting and Finance from Bournemouth College, U.K. Notes: (1) Member of the Audit and Finance Committee. (2) Member of the Human Resources Committee. (3) Member of the Corporate Governance and Nominating Committee. (4) Special Advisor, Strategy and Corporate Development ATS AUTOMATION | ANNUAL REPORT 2019 93 Shareholder information Corporate headquarters 730 Fountain Street North Cambridge, Ontario Canada N3H 4R7 Tel: 1-519-653-6500 Investor relations contact Sonya Mehan Tel: 1-519-653-6500 Email: investor@atsautomation.com Stock exchange listing Toronto Stock Exchange: “ATA” Registrar and transfer agent Computershare Trust Company of Canada 100 University Avenue, 8th Floor Toronto, Ontario Canada M5J 2Y1 Website www.atsautomation.com Shareholders’ annual meeting Thursday, August 15, 2019 10:00 a.m. Eastern Time TMX Broadcast Centre The Exchange Tower 130 King Street West Toronto, Ontario 94 ATS AUTOMATION | ANNUAL REPORT 2019 Rolling Meadows Wixom Cambridge Woodbridge Parsippany Lewis Center ATS global locations Achieving scale. Delivering results With the acquisitions of Comecer, located in Castel-Bolognese, Italy, and KMW, based in Koblenz, Germany, ATS now has 23 facilities and more than 50 offices operating in 22 countries. Our increased global footprint puts us in even closer touch with our customers and their markets. It also creates access to an expanded range of opportunities for driving growth and innovation and delivering enhanced returns. Manufacturing facility Office m o c . n g i s e d s k r o w I S N O I T A C N U M M O C N G S E D S K R O W E H T I : n g i s e D d n a t p e c n o C Neuwied Koblenz Ludwigshafen Stutensee Winnenden Lutherstadt Wittenberg Zwickau Munich Ingolstadt Castel-Bolognese St. Georgen Dortmund Joure Tianjin Samutprakarn “ The foundation of a great business is having great people. It follows, then, that working to develop, engage, empower and energize our people is both a core ATS value and the first of our three pillars, followed by process, and then performance, ” at the foundation of the ABM. – Andrew Hider, CEO ATSAutomation.com i l . . . r T n d u d p a o x E A B G w ATS m R A A S 1 9 0 2 o u o o a e u n n n p a t t t r l i 

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