0001018963false00010189632023-11-022023-11-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2023
______________________
ATI Inc.
(Exact name of registrant as specified in its charter)
______________________
Delaware 1-12001 25-1792394
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
2021 McKinney Avenue,Dallas,Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (800) 289-7454
N/A
(Former name or former address, if changed since last report).
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
 Name of each exchange
on which registered
Common Stock, par value $0.10 per share ATI New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  







Item 2.02.     Results of Operations and Financial Condition.

On November 2, 2023, ATI Inc. ("the Company") issued a press release (the "Earnings Press Release") announcing its financial results for the third quarter 2023. The text of the Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01.     Exhibit.
(d)Exhibit 99.1
Exhibit 104Cover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   ATI Inc.
   By:/s/ Donald P. Newman
    Donald P. Newman
    Executive Vice President, Finance and Chief Financial Officer
     
           Dated:November 2, 2023   





atistarburst_blue003.jpg                 NEWS RELEASE

ATI Inc.Investor Contact:Media Contact:
Corporate HeadquartersDavid WestonNatalie Gillespie
2021 McKinney Avenue412-394-2908412-394-2850
Dallas, TX 75201 U.S.A.david.weston@ATImaterials.comnatalie.gillespie@ATImaterials.com
www.ATImaterials.com

ATI Announces Third Quarter 2023 Results
Increasing Aerospace & Defense content drives year-over-year earnings growth

Q3 2023 sales of $1.03 billion
Q3 2023 net income attributable to ATI of $75.7 million, or $0.52 per share
Aerospace and defense represent 61% of Q3 2023 sales, up from 58% of Q2 2023 sales and up from 51% of Q3 2022 sales
Non-GAAP information*
Q3 2023 adjusted net income attributable to ATI of $79.7 million, and adjusted EPS of $0.55 per share
Q3 2023 ATI adjusted EBITDA was $148.1 million, or 14.4% of sales


DALLAS, TX--(PR Newswire)--November 2, 2023--ATI Inc. (NYSE: ATI) reported third quarter 2023 results, with sales of $1.03 billion and net income attributable to ATI of $75.7 million, or $0.52 per share.
SequentialY-O-Y
($ in millions except per share amounts)Q3 2023Q2 2023ChangeQ3 2022Change
Sales$1,025.6$1,046.0(2)%$1,032.0(1)%
Net income attributable to ATI$75.7$76.0— %$61.124 %
Earnings per share$0.52$0.52— %$0.4224 %
Non-GAAP information*
Adjusted net income attributable to ATI*$79.7$86.2(8)%$77.4%
Adjusted earnings per share*$0.55$0.59(7)%$0.53%
ATI adjusted EBITDA*$148.1$149.8(1)%$141.1%

1


Adjusted earnings per share* for Q3 2023 was $0.55, and ATI adjusted EBITDA* was $148.1 million, or 14.4% of sales. Q3 2023 adjusted results exclude $4.2 million in pre-tax charges related to start-up costs and an unplanned outage, partially offset by restructuring credits. Q2 2023 adjusted results exclude $10.6 million in pre-tax charges related to start-up costs, severance-related restructuring charges, asset-write-offs and losses related to closed and sold operations. Q3 2022 adjusted results exclude $19.9 million for a litigation reserve, partially offset by restructuring credits of $2.6 million.
* Detailed reconciliations of the reported information under accounting principles generally accepted in the United States (U.S. GAAP) to adjusted non-GAAP figures are included in accompanying financial tables.

"ATI’s growth as an aerospace and defense leader continues,” said Robert S. Wetherbee, Board Chair and CEO. “As demand accelerates, the percentage of our revenue attributed to aerospace and defense reached 61%, up 10 percentage points over last year, and rapidly progressing toward our goal of 65%,” he said.

“Results in our HPMC segment were driven by growth in aerospace and defense," said Wetherbee. "Third quarter segment sales and EBITDA margins were up significantly versus the prior year. Sequential growth was modest due to normal business seasonality. Commercial airframe product sales in the segment more than doubled compared to the prior year, as the aerospace ramp continues.

Operating Results by Segment
High Performance Materials & Components (HPMC)
($ millions)Q3 2023Q2 2023Q3 2022
Sales$539.5$527.1$457.6
Segment EBITDA$115.7$108.1$85.8
% of Sales21.5 %20.5 %18.8 %
HPMCs third quarter 2023 sales increased $12 million, or 2%, compared to the second quarter 2023, primarily driven by growth in the commercial airframe market. Overall aerospace and defense sales were 85% of total HPMC sales in the third quarter 2023. Third quarter 2023 sales improved 18% compared to the third quarter 2022, with total aerospace and defense related sales increasing 22% compared to the prior year period.
HPMC segment EBITDA was $115.7 million, or 21.5% of sales. Increased volumes on higher-margin next-generation commercial aerospace platforms continue to drive strong incremental margins.
Advanced Alloys & Solutions (AA&S)
($ millions)Q3 2023Q2 2023Q3 2022
Sales$486.1$518.9$574.4
Segment EBITDA$50.4$63.2$75.8
% of Sales10.4 %12.2 %13.2 %
AA&S third quarter 2023 sales decreased by $33 million and $88 million compared to the second quarter 2023 and third quarter 2022, respectively. Lower sales are primarily due to recessionary softness in general industrial end markets, as well as planned outages. Partially offsetting, sales of commercial aerospace products increased by 7% compared to the prior year period.
AA&S segment EBITDA was $50.4 million, or 10.4% of sales. Increases in titanium mill products deliveries were offset by reduced deliveries of nickel-based alloys and precision rolled strip products in the third quarter 2023. Third quarter 2023 results reflect the previously communicated
2


seasonal outages. Year-over-year EBITDA was negatively impacted by increased pension expense in 2023.

Corporate Items and Cash
Restructuring and other charges:
Third quarter 2023: $4.2 million includes pre-tax charges of $2.8 million for start-up costs and $1.9 million of costs associated with an unplanned outage at our Lockport, NY melt facility, partially offset by $0.5 million of restructuring credits.
Second quarter 2023: $9.2 million includes pre-tax charges of $4.5 million for start-up costs, $2.7 million of severance-related restructuring charges, and $2.8 million primarily for asset write-offs related to the closure of our Robinson, PA operation, of which $0.8 million was accelerated depreciation on fixed assets.
Third quarter 2022: $17.3 million includes a pre-tax charge of $19.9 million in connection with the settlement of litigation related to the 2016 indefinite idling of the Rowley, UT titanium sponge production facility, partially offset by restructuring credits of $2.6 million related to the reversals of previously recognized reserves, due to lower than expected severance-related costs.
Corporate expenses in the third quarter 2023 were $12.9 million, compared to $18.1 million in the second quarter 2023, and $14.2 million in the prior year quarter. Third quarter 2023 corporate expenses, compared to the second quarter 2023, decreased in part due to lower incentive compensation.
Closed operations and other expense was $5.1 million in the third quarter 2023, compared to $3.4 million in the second quarter 2023, and $6.3 million in the prior year quarter. Higher costs in the third quarter 2023, compared to the second quarter 2023, were associated with reduced foreign currency gains.
Third quarter 2023 results include a $4.9 million income tax provision, compared to $3.7 million in the second quarter 2023, and $3.0 million in the prior year quarter. Tax expense in all periods is mainly attributable to the Company’s foreign operations. ATI maintains a valuation allowance on its U.S. deferred tax assets and does not expect to pay any significant U.S. federal or state income taxes until 2025 due to net operating loss carryforwards.
For the third quarter of 2023, cash used in operating activities was $114.2 million, and cash used in operating activities was $331.3 million on a year-to-date basis. The cash used in operating activities includes voluntary pension contributions of $222 million in the third quarter and $272 million on a year-to-date basis. Reduced accounts receivable and inventory levels were partially offset by lower accounts payable in the third quarter. Third quarter 2023 managed working capital as a percent of sales was 39.9%. Capital expenditures for the first nine months of 2023 were $147.3 million.
Cash on hand at September 30, 2023 was $433 million, and available additional liquidity under the asset-based lending (ABL) credit facility was approximately $550 million. As of September 30, 2023, we had no outstanding borrowings on the ABL credit facility. ATI has no significant debt maturities until 2025.
In August 2023, the company issued $425 million of 7.25% senior unsecured notes due in 2030, and used a portion of the proceeds, $222 million, to fund the qualified defined benefit pension plan as part of our long-term pension derisking strategy.
In the third quarter 2023, the company repurchased $45 million of common stock at an average price of $43.93, retiring approximately 1.0 million shares. As of September 30, 2023, total share repurchase authorization available was $30 million.
3


In October 2023, the company purchased group annuity contracts to transfer approximately 85% of the defined benefit pension obligations and related assets to an insurance company for approximately 8,200 plan participants. This transaction had no impact on the amount, timing or form of the retirement benefit payments to the affected retirees and beneficiaries.

Outlook

“We continue to drive increased margins to generate cash and deploy it effectively. As new long-term agreements accelerate, we are working proactively with our customers to meet their production needs,” said Wetherbee. “We expect sequential and year-over-year ATI earnings growth in the fourth quarter, led by our HPMC segment.”

HPMC EBITDA margins in the fourth quarter are expected to continue to improve year-over-year, in line with our prior guidance. Backlogs remain strong across aerospace and defense. We continue to optimize operations and resolve bottlenecks that come with growing demand. Continued process optimization will favorably impact future growth and performance.

In the AA&S segment, the Company assumes stable performance in the fourth quarter 2023, due to sustained growth in the aerospace and defense related markets. These benefits will help offset certain recessionary forces impacting this segment.

The Company expects to generate significant cash from operations in the fourth quarter primarily due to improvements in managed working capital as we make progress on our ongoing strategic growth projects.
***********

ATI will conduct a conference call with investors and analysts on Thursday, November 2, 2023, at 10:30 a.m. ET to discuss the financial results. The conference call will be broadcast, and accompanying presentation slides will be available, at ATImaterials.com. To access the broadcast, click on “Conference Call.” Replay of the conference call will be available on the ATI website.
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements, which may contain such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions, are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control. Our performance or achievements may differ materially from those expressed or implied in any forward-looking statements due to the following factors, among others: (a) material adverse changes in economic or industry conditions generally, including global supply and demand conditions and prices for our specialty materials; (b) material adverse changes in the markets we serve; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management from strategic investments and the integration of acquired businesses; (d) volatility in the price and availability of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) labor disputes or work stoppages; (g) equipment outages and (h) business and economic disruptions associated with extraordinary events beyond our control, such as war, terrorism, international conflicts, public health issues, such as epidemics or pandemics, natural disasters and climate-related events that may arise in the future and (i) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 31, 2022, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.

4







ATI: Proven to Perform.
ATI (NYSE: ATI) is a global producer of high performance materials and solutions for the global aerospace and defense markets, and critical applications in electronics, medical and specialty energy. We’re solving the world’s most difficult challenges through materials science. We partner with our customers to deliver extraordinary materials that enable their greatest achievements: their products fly higher and faster, burn hotter, dive deeper, stand stronger and last longer. Our proprietary process technologies, unique customer partnerships and commitment to innovation deliver materials and solutions for today and the evermore challenging environments of tomorrow. We are proven to perform anywhere. Learn more at ATImaterials.com.



5


ATI Inc.
Consolidated Statements of Operations
(Unaudited, dollars in millions, except per share amounts)

Three Months EndedNine Months Ended
September 30June 30September 30September 30September 30
20232023202220232022
Sales$1,025.6 $1,046.0 $1,032.0 $3,109.7 $2,825.6 
Cost of sales831.0 836.9 848.2 2,512.8 2,297.1 
Gross profit194.6 209.1 183.8 596.9 528.5 
Selling and administrative expenses69.8 85.4 73.2 235.8 220.7 
Restructuring charges (credits)(0.5)2.7 (2.6)2.2 (5.0)
Loss on asset sales and sales of businesses, net0.1 0.7 — 0.8 134.2 
Operating income 125.2 120.3 113.2 358.1 178.6 
Nonoperating retirement benefit expense(16.9)(16.9)(6.5)(50.6)(18.9)
Interest expense, net(23.8)(21.3)(20.8)(65.0)(67.8)
Other income (expense), net— 0.7 (18.5)1.3 (15.3)
Income before income taxes84.5 82.8 67.4 243.8 76.6 
Income tax provision4.9 3.7 3.0 12.9 11.3 
Net income$79.6 $79.1 $64.4 $230.9 $65.3 
Less: Net income attributable to noncontrolling interests3.9 3.1 3.3 9.1 11.3 
Net income attributable to ATI$75.7 $76.0 $61.1 $221.8 $54.0 
Basic net income attributable to ATI per common share$0.59 $0.59 $0.47 $1.73 $0.43 
Diluted net income attributable to ATI per common share$0.52 $0.52 $0.42 $1.53 $0.42 


6


ATI Inc.
Sales and EBITDA by Business Segment
(Unaudited, dollars in millions)
Three Months EndedNine Months Ended
September 30June 30September 30September 30September 30
20232023202220232022
Sales:
High Performance Materials & Components$539.5 $527.1 $457.6 $1,537.7 $1,195.3 
Advanced Alloys & Solutions486.1 518.9 574.4 1,572.0 1,630.3 
Total external sales$1,025.6 $1,046.0 $1,032.0 $3,109.7 $2,825.6 
EBITDA:
High Performance Materials & Components$115.7 $108.1 $85.8 $303.9 $214.2 
% of Sales21.5 %20.5 %18.8 %19.8 %17.9 %
Advanced Alloys & Solutions50.4 63.2 75.8 186.3 255.7 
% of Sales10.4 %12.2 %13.2 %11.9 %15.7 %
Total segment EBITDA166.1 171.3 161.6 490.2 469.9 
% of Sales16.2 %16.4 %15.7 %15.8 %16.6 %
Corporate expenses(12.9)(18.1)(14.2)(48.3)(47.9)
Closed operations and other expense(5.1)(3.4)(6.3)(11.3)(12.8)
ATI Adjusted EBITDA$148.1 $149.8 $141.1 $430.6 $409.2 
Depreciation & amortization (a)(35.6)(35.9)(35.6)(106.6)(107.1)
Interest expense, net(23.8)(21.3)(20.8)(65.0)(67.8)
Restructuring and other charges (4.2)(9.2)(17.3)(14.6)(23.5)
Loss on asset sales and sales of businesses, net— (0.6)— (0.6)(134.2)
Income before income taxes$84.5 $82.8 $67.4 $243.8 $76.6 
(a) The following is depreciation & amortization by each business segment:
Three Months EndedNine Months Ended
September 30June 30September 30September 30September 30
20232023202220232022
High Performance Materials & Components$16.5 $17.9 $16.7 $51.8 $51.5 
Advanced Alloys & Solutions17.3 16.2 17.1 49.6 50.0 
Other1.8 1.8 1.8 5.2 5.6 
Total depreciation & amortization$35.6 $35.9 $35.6 $106.6 $107.1 

7


ATI Inc.
Condensed Consolidated Balance Sheets
(Unaudited, dollars in millions)

September 30December 31
20232022
ASSETS
Current Assets:
Cash and cash equivalents$432.9 $584.0 
Accounts receivable, net of allowances for doubtful accounts683.0 579.2 
Short-term contract assets56.6 64.1 
Inventories, net1,353.9 1,195.7 
Prepaid expenses and other current assets73.3 53.4 
   Total Current Assets2,599.7 2,476.4 
Property, plant and equipment, net1,626.3 1,549.1 
Goodwill227.2 227.2 
Other assets277.9 192.9 
Total Assets$4,731.1 $4,445.6 
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable$435.0 $553.3 
Short-term contract liabilities110.2 149.1 
Short-term debt and current portion of long-term debt37.5 41.7 
Other current liabilities246.6 219.8 
   Total Current Liabilities829.3 963.9 
Long-term debt2,147.7 1,706.3 
Accrued postretirement benefits173.2 184.9 
Pension liabilities39.7 225.6 
Other long-term liabilities185.3 207.7 
Total Liabilities3,375.2 3,288.4 
Total ATI stockholders' equity1,238.9 1,045.9 
Noncontrolling interests117.0 111.3 
Total Equity1,355.9 1,157.2 
Total Liabilities and Equity$4,731.1 $4,445.6 





8


ATI Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, dollars in millions)

Nine Months Ended
September 30September 30
20232022
Operating Activities:
Net income $230.9 $65.3 
Depreciation and amortization106.6 107.1 
Share-based compensation21.5 20.1 
Deferred taxes2.2 2.2 
Net gain from disposal of property, plant and equipment(0.1)(1.0)
Loss on sales of businesses0.6 141.0 
Changes in operating assets and liabilities:
Inventories(158.2)(212.0)
Accounts receivable(104.0)(224.4)
Accounts payable(108.2)52.2 
Retirement benefits(241.0)2.4 
Accrued liabilities and other(81.6)(52.3)
Cash used in operating activities(331.3)(99.4)
Investing Activities:
Purchases of property, plant and equipment(147.3)(100.5)
Proceeds from disposal of property, plant and equipment3.3 1.5 
Transaction costs for sales of businesses, net of proceeds(0.3)(2.8)
Other1.1 0.8 
Cash used in investing activities(143.2)(101.0)
Financing Activities:
Borrowings on long-term debt425.0 — 
Payments on long-term debt and finance leases(22.0)(16.6)
Net payments under credit facilities(7.3)(16.0)
Debt issuance costs(6.1)— 
Purchase of treasury stock(55.1)(104.9)
Sale to noncontrolling interests— 0.9 
Dividends paid to noncontrolling interests— (16.0)
Taxes on share-based compensation and other(11.1)(5.6)
Cash provided by (used in) financing activities323.4 (158.2)
Decrease in cash and cash equivalents(151.1)(358.6)
Cash and cash equivalents at beginning of period584.0 687.7 
Cash and cash equivalents at end of period$432.9 $329.1 






9






ATI Inc.
Revenue by Market
(Unaudited, dollars in millions)

Three Months EndedNine Months Ended
September 30June 30September 30September 30September 30
20232023202220232022
Market
Aerospace & Defense:
     Jet Engines- Commercial$329.4 32 %$340.9 32 %$312.6 30 %$981.2 32 %$757.9 27 %
     Airframes- Commercial203.6 20 %164.2 16 %131.4 13 %537.7 17 %331.2 12 %
     Defense92.8 %101.7 10 %86.1 %289.4 %244.2 %
     Total Aerospace & Defense$625.8 61 %$606.8 58 %$530.1 51 %$1,808.3 58 %$1,333.3 48 %
Energy:
     Oil & Gas87.0 %111.3 11 %127.1 12 %325.8 10 %355.4 13 %
     Specialty Energy61.9 %68.2 %65.6 %212.8 %197.3 %
     Total Energy148.9 14 %179.5 17 %192.7 19 %538.6 17 %552.7 20 %
Automotive48.1 %52.8 %69.6 %160.3 %236.1 %
Medical47.5 %41.9 %47.4 %124.4 %123.1 %
Electronics44.8 %36.0 %48.5 %115.2 %149.5 %
Construction/Mining40.0 %48.4 %47.8 %128.8 %139.7 %
Food Equipment & Appliances16.2 %20.9 %45.2 %58.6 %141.9 %
Other54.3 %59.7 %50.7 %175.5 %149.3 %
Total$1,025.6 100 %$1,046.0 100 %$1,032.0 100 %$3,109.7 100 %$2,825.6 100 %


















10









ATI Inc.
Selected Financial Data
(Unaudited)

Three Months EndedNine Months Ended
September 30June 30September 30September 30September 30
20232023202220232022
Percentage of Total ATI Sales
     Nickel-based alloys and specialty alloys47 %52 %54 %50 %52 %
     Titanium and titanium-based alloys19 %14 %11 %16 %11 %
     Precision forgings, castings and components18 %17 %15 %17 %15 %
     Precision rolled strip products%%12 %%14 %
     Zirconium and related alloys%%%%%
Total100 %100 %100 %100 %100 %

Note: Hot-Rolling and Processing Facility conversion service sales in the AA&S segment are excluded from this presentation.










11


ATI Inc.
Computation of Basic and Diluted Earnings Per Share Attributable to ATI
(Unaudited, dollars in millions, except per share amounts)

Three Months EndedNine Months Ended
September 30June 30September 30September 30September 30
20232023202220232022
Numerator for Basic net income per common share -
Net income attributable to ATI$75.7 $76.0 $61.1 $221.8 $54.0 
Effect of dilutive securities:
3.5% Convertible Senior Notes due 20252.7 2.6 2.8 7.9 — 
Numerator for Diluted net income per common share -
Net income attributable to ATI after assumed conversions$78.4 $78.6 $63.9 $229.7 $54.0 
Denominator for Basic net income per common share -
Weighted average shares outstanding128.1 128.5 129.8 128.4 126.9 
Effect of dilutive securities:
Share-based compensation3.3 2.8 2.2 2.9 2.0 
3.5% Convertible Senior Notes due 202518.8 18.8 18.8 18.8 — 
Denominator for Diluted net income per common share -
Adjusted weighted average shares assuming conversions150.2 150.1 150.8 150.1 128.9 
Basic net income attributable to ATI per common share$0.59 $0.59 $0.47 $1.73 $0.43 
Diluted net income attributable to ATI per common share$0.52 $0.52 $0.42 $1.53 $0.42 











12


ATI Inc.
Non-GAAP Financial Measures
(Unaudited, dollars in millions, except per share amounts)

The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, management believes that certain non-GAAP financial measures, used in managing the business, may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods. For example, we believe that EBITDA and Adjusted EBITDA are useful to investors because these measures are commonly used to analyze companies on the basis of operating performance, leverage and liquidity. Furthermore, analogous measures are used by industry analysts to evaluate operating performance. EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and capital expenditures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP. The following table provides the calculation of the non-GAAP financial measures discussed in this press release:

Three Months Ended
September 30
2023
June 30
2023
September 30
2022
Net income attributable to ATI$75.7 $76.0 $61.1 
Adjustments for special items, pre-tax:
Restructuring and other charges (a)4.2 10.0 17.3 
Loss on asset sales and sales of businesses, net (b)— 0.6 — 
Total pre-tax adjustments4.2 10.6 17.3 
Income tax on pre-tax adjustments for special items(0.2)(0.4)(1.0)
Net income attributable to ATI excluding special items$79.7 $86.2 $77.4 
Three Months EndedThree Months EndedThree Months Ended
September 30, 2023June 30, 2023September 30, 2022
ReportedAdjustedReportedAdjustedReportedAdjusted
Numerator for Basic net income per common share -
Net income attributable to ATI$75.7 $79.7 $76.0 $86.2 $61.1 $77.4 
Effect of dilutive securities2.7 2.7 2.6 2.6 2.8 2.8 
Numerator for Diluted net income per common share -
Net income attributable to ATI after assumed conversions$78.4 $82.4 $78.6 $88.8 $63.9 $80.2 
Denominator for Basic net income per common share -
Weighted average shares outstanding128.1128.1128.5128.5129.8129.8
Effect of dilutive securities22.1 22.1 21.6 21.6 21.0 21.0 
Denominator for Diluted net income per common share -
Adjusted weighted average shares assuming conversions150.2150.2150.1150.1150.8150.8
Diluted net income attributable to ATI per common share$0.52 $0.55 $0.52 $0.59 $0.42 $0.53 




13



Earnings before interest, taxes, depreciation and amortization (EBITDA)
Three Months Ended
September 30
2023
June 30
2023
September 30
2022
Net income attributable to ATI$75.7 $76.0 $61.1 
Net income attributable to noncontrolling interests3.9 3.1 3.3 
Net income 79.6 79.1 64.4 
(+) Depreciation and Amortization35.6 35.9 35.6 
(+) Interest Expense 23.8 21.3 20.8 
(+) Income Tax Provision4.9 3.7 3.0 
(+) Restructuring and other charges (a)4.2 9.2 17.3 
(+) Loss on asset sales and sales of businesses, net (b)— 0.6 — 
ATI Adjusted EBITDA$148.1 $149.8 $141.1 
Corporate expenses12.9 18.1 14.2 
Closed operations and other expense5.1 3.4 6.3 
Total segment EBITDA$166.1 $171.3 $161.6 

(a) Third quarter 2023 includes pre-tax charges totaling $4.2 million, which include $2.8 million for start-up costs and $1.9 million of costs associated with an unplanned outage at our Lockport, NY melt facility, partially offset by $0.5 million pre-tax credit for restructuring charges, primarily related to lowered severance-related reserves based on changes in planned operating rates and revised workforce reduction estimates. Second quarter 2023 includes pre-tax charges totaling $10.0 million, which include $4.5 million for start-up costs, $2.7 million of severance-related restructuring charges, and $2.8 million primarily for asset write-offs related to the closure of our Robinson, PA operation, of which $0.8 million was accelerated depreciation on fixed assets and is included in depreciation and amortization in the above table. Third quarter 2022 includes a $19.9 million pre-tax litigation reserve, partially offset by a $2.6 million pre-tax credit for restructuring charges, primarily related to lowered severance-related reserves based on changes in planned operating rates and revised workforce reduction estimates.
(b) Second quarter 2023 includes a $0.6 million loss on the sale of our Northbrook, IL operation.


14


Managed Working Capital
As part of managing the performance of our business, we focus on controlling Managed Working Capital, which we define as gross accounts receivable, short-term contract assets and gross inventories, less accounts payable and short-term contract liabilities. We exclude the effects of inventory valuation reserves and reserves for uncollectible accounts receivable when computing this non-GAAP performance measure, which is not intended to replace Working Capital or to be used as a measure of liquidity. We assess Managed Working Capital performance as a percentage of the prior three months annualized sales to evaluate the asset intensity of our business.
September 30June 30December 31
202320232022
Accounts receivable$683.0 $710.1 $579.2 
Short-term contract assets56.6 51.8 64.1 
Inventory1,353.9 1,380.4 1,195.7 
Accounts payable(435.0)(467.7)(553.3)
Short-term contract liabilities(110.2)(137.8)(149.1)
Subtotal1,548.3 1,536.8 1,136.6 
Allowance for doubtful accounts3.7 7.1 7.7 
Inventory reserves85.1 88.6 70.9 
Managed working capital$1,637.1 $1,632.5 $1,215.2 
 Annualized prior 3 months sales$4,102.6 $4,183.7 $4,041.9 
Managed working capital as a
% of annualized sales (a)39.9 %39.0 %30.1 %
Change in managed working capital:
  Year-to-date 2023$421.9 
  Q3 2023$4.6 
(a) As of June 30, 2023 the Company had $50 million of outstanding borrowings under its asset based lending credit facility. These borrowings were made to fund a strategic inventory purchase, which resulted in a 120 basis point unfavorable impact to the Managed Working Capital as a % of Annualized Sales calculation as of June 30, 2023.
15
v3.23.3
Cover
Nov. 02, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 02, 2023
Entity Registrant Name ATI Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 1-12001
Entity Tax Identification Number 25-1792394
Entity Address, Address Line One 2021 McKinney Avenue,
Entity Address, City or Town Dallas,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75201
City Area Code 800
Local Phone Number 289-7454
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.10 per share
Trading Symbol ATI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001018963
Amendment Flag false

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